Fission and Alpha Close their Respective Plans of Arrangement
December 9, 2013 (Source: Marketwire) — FISSION URANIUM CORP. (“Fission” or the “Company“) (TSX VENTURE:FCU)(OTCQX:FCUUF) and ALPHA MINERALS INC. (“Alpha“) are pleased to announce the closing of each of their previously announced plans of arrangement (respectively, the “Fission Arrangement” and the “Alpha Arrangement“).
The Fission Arrangement involves, among other things, the spinning out of certain assets of Fission, and approximately $3,000,000 in cash, to a newly-incorporated company, Fission 3.0 Corp. (“Fission 3.0“). Pursuant to the Fission Arrangement, each Fission shareholder received: (i) one new common share of the Company post-Fission Arrangement (a “New Fission Share“); and (ii) one common share of Fission 3.0 (a “Fission 3.0 Share“).
The Alpha Arrangement involves, among other things, the acquisition of all common shares of Alpha (the “Alpha Shares“) by Fission and the spinout of all non-Patterson Lake South assets previously held by Alpha, and approximately $3,000,000 in cash, to a newly-incorporated company, Alpha Exploration Inc. (“Alpha Exploration“). Pursuant to the Alpha Arrangement, each Alpha shareholder received: (i) 5.725 New Fission Shares; (ii) one-half of one common share of Alpha Exploration; and (iii) a cash payment of $0.0001.
Fission is pleased to announce that, in connection with the completion of the Fission Arrangement and the Alpha Arrangement, Warren Stanyer and Kurt Bordian have joined the Board of Directors of the Company effective immediately. Concurrently, Frank Estergaard and Jeremy Ross have each resigned as a director of the Company. Fission wishes to thank each of Mr. Estergaard and Mr. Ross for their service to the Company.
With the completion of the Alpha Arrangement, and in accordance with exchange requirements, the Alpha Shares were delisted from the TSX Venture Exchange (“TSX-V“) effective prior to the open of markets on December 6, 2013. Alpha will apply to cease to be a reporting issuer under the securities laws of British Columbia and Alberta as soon as possible.
Alpha Exploration has applied for listing of its common shares for trading on TSX-V under the symbol “AEX”. Final TSX-V approval is pending. Upon completion of listing, the directors and management of AEX, which is substantially the same as the former directors and officers of Alpha, will guide the exploration and development of the portfolio of mineral properties transferred from Alpha under the Alpha Arrangement. For further information concerning Alpha Exploration, refer to a news release to be issued by Alpha Exploration as well as documents to be filed under the Alpha Exploration profile on www.sedar.com.
As previously announced, in accordance with the applicable rules of the TSX-V, “due bill” trading procedures will be applied in connection with the distribution of the Fission 3.0 Shares to the Fission shareholders in the period from December 4, 2013 up to and including December 9, 2013. Fission shares will begin trading on an “ex-distribution” basis at the open of markets on December 10, 2013 and the Fission 3.0 Shares will commence trading on the TSX-V at the open of markets on December 10, 2013 under the symbol “FUU”.
Additional information regarding “due bill” trading is set out in the news release of Fission dated November 29, 2013.
About Fission Uranium Corp.
Fission Uranium 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 “FCU”.
About Alpha Minerals Inc.
Alpha Minerals Inc. is a wholly-owned subsidiary of Fission Uranium Corp.
ON BEHALF OF THE BOARD OF FISSION
Dev Randhawa, Chairman & CEO
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.
Cautionary Statement: 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 include the anticipated listing of Fission 3.0 Shares 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 the Company disclaims 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.
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