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News Release - Kelowna, British Columbia – May 5, 2021: Fission 3.0 Corp. (the "Company") (TSX-V: FUU) is pleased to announce that it intends to complete a non-brokered private placement with a min. 5,000,000 units up to 20,000,000 units. (each a "Unit") at a price of $0.10 per Unit (the "Private Placement") for gross proceeds of up to $2 mill. Each Unit will be comprised of one common share and one-half common share purchase warrant (each a "Warrant"). Each Warrant is exercisable to purchase one common share of the Company at a price of $0.15 per share for a period of 24 months from the date of closing of the Private Placement.
The Private Placement is subject to TSX Venture Exchange approval and all securities are subject to a four month hold period. Finder's fees up to 8% may be payable in connection with the Private Placement, all in accordance with the policies of the TSX Venture Exchange and applicable securities laws.
Any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact information set forth below.
The Company set May 4, 2021 as the record date for determining existing shareholders entitled to subscribe for Units pursuant to the Existing Shareholder Exemption. Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in writing that they meet certain requirements of the Existing Shareholder Exemption, including that they were, on or before the record date, a shareholder of the Company and still are a shareholder as at the closing date. The aggregate acquisition cost to a subscriber under the Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained advice from a registered investment dealer regarding the suitability of the investment.
As the Company is also relying on the Exemption for Sales to Purchasers Advised by Investment Dealers, it confirms that there is no material fact or material change related to the Company which has not been generally disclosed. In addition to offering the Units pursuant to the Existing Shareholder Exemption and the Exemption for Sales to Purchasers Advised by Investment Dealers, the Units are also being offered pursuant to other available prospectus exemptions, including sales to accredited investors. Unless the Company determines to increase the gross proceeds of the Offering, if subscriptions received for the Offering based on all available exemptions exceed the maximum Offering Units will be allocated pro rata among all subscribers qualifying under all available exemptions.
Completion of the Offering is subject to regulatory approval including, but not limited to, the approval of the TSX Venture Exchange. The Common Shares and Warrants issued will It is expected that insiders of the Company will participate in the Offering.be subject to a four month hold period from the date of the closing of the Offering.
The net proceeds from the Private Placement will be used for future exploration work on the Company's projects, corporate development, and general corporate and working capital purposes.
About Fission 3.0 Corp.
Fission 3.0 Corp. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of uranium properties and is headquartered in Kelowna, British Columbia. Common Shares are listed on the TSX Venture Exchange under the symbol "FUU".
ON BEHALF OF THE BOARD
Dev Randhawa, CEO
Neither the 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 news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Cautionary Statement Regarding Forward Looking Information
This news release contains "forward‐looking information or statements" within the meaning of applicable securities laws, which may include, without limitation, statements that address the Company's plans for its properties/projects, the closing of the private placement and use of funds, other statements relating to the technical, financial and business prospects of the Company, and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties and assumptions, including those filed under the Company's profile on SEDAR at www.sedar.com. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, the impact of Covid-19 or other viruses and diseases on the Company's ability to operate, adverse weather conditions, failure to obtain the necessary equipment or machinery, failure to maintain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward‐ looking statements or forward‐looking information, except as required by law.