TSX VENTURE SYMBOL: FUU
/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S.
NEWSWIRE SERVICES/
KELOWNA, BC,
Dec. 10, 2018 /CNW/ - Fission 3.0
Corp. ("Fission 3" or the "Company") is
pleased to announce a non-brokered private placement financing to
sell on a best efforts basis, a minimum of C$1 million and up to C$2
million in flow-through common shares at a price of
C$0.22 per flow-through share and a
minimum of C$400,000 and up to
C$1 million units of the Company at a
price of C$0.20 per unit (the
"Offering"). Each unit consists of one common share and one
common share purchase warrant (a "Warrant") of the Company
exercisable at a price of C$0.25 for
a period of 36 months. If, commencing four months and one day
after the date of issuance of the warrants, the volume weighted
average trading price of the Company's common shares on the TSX
Venture Exchange is higher than C$0.30 for 20 consecutive trading days then, on
the 20th consecutive trading day of any such period (the
"Acceleration Trigger Date"), the expiry date of the
warrants may be accelerated by the Company in its absolute
discretion to the 30th calendar day after the Acceleration Trigger
Date by the issuance of a news release announcing such acceleration
within three trading days of the Acceleration Trigger Date.
Red Cloud Klondike Strike Inc. (the "Finder") is acting
as a finder in connection with the Offering. The Finder shall be
paid a finder's fee at a price equal to 7.0% of the gross proceeds
sourced by the Finder under the Offering. The Company shall also
grant the Finder that number of warrants (the "Finder's
Warrants") of the Company that is equal to 7.0% of the
aggregate number of flow-through shares and units sourced by the
Finder.
Each Finder's Warrant is exercisable for one common share at a
price of C$0.20 for a period of 36
months.
Closing of the Offering is anticipated to occur on or about
December 20, 2018 and is subject to
receipt of applicable regulatory approvals, including approval of
the TSX Venture Exchange.
The common shares, warrants, common shares issuable on exercise
of the warrants and flow-through shares will be subject to resale
restrictions for a period of four months from the closing date.
The gross proceeds of the issuance of flow-through shares will
be used to incur Canadian exploration expenses, which will be
renounced in favour of the purchasers for the 2018 taxation year.
The net proceeds from the sale of the units will be used to advance
development of the Company's properties and for general working
capital.
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"
Dev Randhawa,
CEO
Fission 3.0 Corp.
Neither the TSX Venture Exchange nor the
Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy
or accuracy of this release.
Cautionary Statement: Fission 3.0
Corp.
Certain information contained in this press release
constitutes "forward-looking information", within the meaning of
Canadian legislation. Generally, these forward-looking statements
can be identified by the use of forward-looking terminology such as
"shall", "plans", "expects" or "does not expect", "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain actions,
events or results "may", "could", "would", "might" or "will be
taken", "occur", "be achieved" or "has the potential to". Forward
looking statements contained in this press release may include
statements regarding the future operating or financial performance
of Fission 3.0 Corp. which involve known and unknown risks and
uncertainties which may not prove to be accurate. Actual results
and outcomes may differ materially from what is expressed or
forecasted in these forward-looking statements. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations. Among those factors which could
cause actual results to differ materially are the following: market
conditions and other risk factors listed from time to time in our
reports filed with Canadian securities regulators on SEDAR at
www.sedar.com. The forward-looking statements included in
this press release are made as of the date of this press release
and Fission 3.0 Corp. disclaim any intention or obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
expressly required by applicable securities legislation.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy 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 (the "1933 Act") or any state
securities laws and may not be offered or sold within the United States unless registered under the
1933 Act and applicable state securities laws, or an exemption from
such registration is available.
Neither 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 release.
SOURCE Fission 3.0 Corp.