Fission 3 Announces Private Placement Financing

/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.

For further information: Investor Relations: TF: 778-484-8030, ir@fission3corp.com, www.fission3corp.com