Kelowna, British Columbia--(Newsfile Corp. - December 5, 2022) - Fission 3.0 Corp. (TSXV: FUU) (OTCQB: FISOF) ("Fission 3" or the "Company") is pleased to announce that due to significant investor demand, the Company has increased the potential size of its previously announced private placement (the "Offering") for the sale of up to 19,047,619 flow-through common shares of the Company (each, a "FT Share") to be sold to purchasers for gross proceeds of up to C$8.0 million. Red Cloud Securities Inc. is acting as lead investment dealer as well as sole bookrunner on behalf of a syndicate of investment dealers (collectively, the "Dealers").
The gross proceeds under the underwritten offering (the "Base Offering") have been increased from C$5.0 million to C$6.0 million, under which 14,285,714 FT Shares are to be sold to purchasers on an underwritten basis at a price of C$0.42 per FT Share (the "Offering Price").
The Company has also increased the potential size of the Over-Allotment Option to up to C$2.0 million. Under the revised Over-Allotment Option, the Dealers have been granted an option to sell up to an additional 4,761,905 FT Shares (the "Over-Allotment Shares") at the Offering Price on a "best efforts" agency basis. The Over-Allotment Option may be exercised by the Dealers up to 48 hours prior to the Closing Date (as defined below).
The Company will have the right to include a list of subscribers to purchase up to 2,380,952 FT Shares at the Offering Price for gross proceeds of up to C$1,000,000 under the Offering (the "President's List"). The President's List will be allocated under the Over-Allotment Option and, for greater certainty, all purchasers under the Over-Allotment Option will receive Over-Allotment Shares on the terms of the Offering and subject to certain resale restrictions as described below.
A total of 11,904,762 FT Shares under the Base Offering will be offered 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 expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The remaining 2,380,952 underwritten FT Shares under the Base Offering as well as the Over-Allotment Shares will be offered by way of the "accredited investor" and minimum amount investment" exemptions under National Instrument 45-106 – Prospectus Exemptions in the Selling Jurisdictions and will be subject to a restricted period in Canada ending on the date that is four months plus one day following the closing of the Offering as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 – Resale of Securities.
The Offering is expected to close on December 21, 2022 (the "Closing Date"). The Company will pay to the Dealers a cash commission of 6.0% of the gross proceeds raised in respect of the Offering (the "Dealers' Commission"). In addition, the Company will issue to the Dealers warrants of the Company (the "Broker Warrants"), exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of common shares of the Company which is equal to 6.0% of the number of FT Shares sold under the Offering at an exercise price equal to C$0.42 per FT Share.
All FT Shares sold to purchasers under the President's List will be subject to a reduced Dealers' Commission of 3.0% and that number of Broker Warrants equal to 3.0% of the number of FT Shares sold to purchasers under the President's List.
The proceeds of the Offering will be used by the Company to fund exploration of the Company's projects in the Athabasca Basin.
There is a revised offering document related to the Offering that can be accessed under the Company's profile at www.sedar.com and at the Company's website at www.fission3corp.com. Prospective investors should read this offering document before making an investment decision.