/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES/
KELOWNA, BC, Dec. 21, 2018 /CNW/ - Fission 3.0 Corp. ("Fission 3" or the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement (the "Private Placement") for total gross proceeds of $1,500,201. The Company issued 500,000 units ("Units") at a price of C$0.20 per Unit for gross proceeds of C$100,000and 6,364,550flow-through shares ("FT Shares") at a price of C$0.22 per FT Share for gross proceeds of C$1,400,201. Each Unit consists of one common share ("Common Share") and one common share purchase warrant ("Warrant").
Each Warrant is exercisable for an additional Common Share until three years from the date of issuance at an exercise price of C$0.25. If, commencing four months and one day after the date of issuance, 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.
The Common Shares, Warrants, common shares issuable on exercise of the Warrants and FT Shares will be subject to resale restrictions for a period of four months from issuance.
In connection with the closing of the Private Placement, Red Cloud Klondike Strike Inc. (the "Finder") received an aggregate cash commission of $98,014, representing commissions of 7% of the gross proceeds raised by the Finder. The Company also granted the Finder 445,518 warrants (the "Finder's Warrants"), representing 7.0% of the aggregated number of FT Shares sourced by the Finder. Each Finder's Warrant is exercisable for one common share at a price of C$0.22 for a period of 36 months.
The gross proceeds of the offering of FT 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.
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 "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.
SOURCE Fission 3.0 Corp.
For further information: Investor Relations, TF: 778-484-8030, [email protected], www.fission3corp.com