January 26, 2023 (Source) – Fission 3.0 Corp. (TSXV: FUU) (the “Company”) announced today that it has been requested by OTC Markets Group Inc. (“OTC Markets“) to issue a statement about recent promotional activity concerning its common shares traded on the OTCQB market.
On Wednesday, January 18, 2023, OTC Markets informed the Company that it became aware of certain promotional activities concerning the Company and its common shares traded on the OTCQB market, including the distribution of three promotional newsletter emails published by Crush the Street and Wealth Research Group, affiliates of Gold Standard Media, LLC (“Gold Standard“).
The Company entered into an advertising agreement with Gold Standard onJanuary 10, 2023, whereby Gold Standard, along with its affiliates, would provide certain advertising services to the Company (the “Advertising Agreement“). The Advertising Agreement has a one-month term, which commenced on January 17, 2023, and an upfront payment of US$500,000 payable to Gold Standard on January 13, 2023. Gold Standard is arm’s length to the Company.
The Company became aware of the distribution of each newsletter as ofJanuary 16, 2023.
None of the Company or its officers are involved, directly, with the creation of the materials distributed by Gold Standard. The Company provided Gold Standard with publicly available source information for their disclosure and the only editorial control the Company exercised over the materials involved reviewing the materials for accuracy prior to their dissemination. Each of the newsletters presented factual statements regarding the uranium market, the Company’s investors, the Company’s current market cap, and indicated the Company’s attractiveness to investors.
The Company understands the promotional activity may have coincided with increased trading activity in its common shares. The Company does not believe the promotional activities were a factor in any increase in trading volume of its common shares.The Company has experienced strong market activity beginning in November of 2022 whereby the market price of its common shares have gone from a price of $0.07 to $0.42 (an increase of 600%), the Company has not seen a direct correlation to the new marketing distribution by Gold Standard and market activity.
The Corporation has made and disclosed a uranium discovery that has produced a large amount of investor interest. In conjunction to this, over the last 5 months the Company had a total of 20,092,172 warrant and option exercises which it believes is contributing to the majority of the market activity as securityholders seek to fund their exercise purchases.
Market interest in uranium is currently high and is impacting many corporations which have exploration or mining projects within the uranium market. Market price for uranium in the past five years has increased many times over and is fueling investor interest, and the Company believes that its current projects and the disclosure of project activities is driving the market activity of its common shares.
The Company has determined that certain statements included in the newsletters are promotional but confirms that the materials contain no factual inaccuracies or any material non-public information, and, except as noted, confirms it had no editorial control of the content. Statements made on the promotional materials and the potential performance of the Company’s common shares are forward-looking and speculative in nature.
Outside of the paid promotional campaign by Gold Standard, disclosure of previously publicly disclosed information about the Company to Gold Standard and a review of certain prior drafts of the newsletters produced by Gold Standard, to the Company’s knowledge, after inquiry of its management and the directors, neither the Company, nor any of its officers, directors, controlling shareholders or any third party service providers have been involved with the creation, distribution, or payment of promotional materials related to the Company and its securities.
All insiders are required by securities regulations to post and make public any acquisitions or dispositions of securities. The Company relies on its insiders to post and track their positions. Certain officers, directors and insiders were granted RSU’s Dec 12, 2022, which have been filed on the System for Electronic Disclosure by Insiders. Devinder Randhawa, Chairman, Chief Executive Officer and Director of the Company, has purchased the Company’s securities within the past 90 days. To the Company’s knowledge, after inquiry of its management and the directors, neither the Company, nor any of its controlling shareholders or third-party service providers have sold or purchased the Company’s securities within the past 90 days.The Company, in December of 2022, had a public offering of flow through shares which were made available to insiders to participate in and any such participation was disclosed.
The Company also entered into an engagement agreement with Sprott Capital Partners (“SCP“) on January 10, 2023 to act as financial advisors to the Company on strategic matters, including the procurement of potential strategic investors (the “Engagement Agreement“). Pursuant to the Engagement Agreement, the Company has agreed to pay SCP a $10,000 monthly work fee, which will be offset against any fees SCP would receive if it acts as a financial advisor related to any acquisition, divestiture, spin-out, sale or any other corporate transaction related to the Company. The Engagement Agreement has a 24-month term which commenced on January 10, 2023, unless terminated earlier in accordance with the terms of the Engagement Agreement.
Other than the engagement of Gold Standard and SCP, the Company has not engaged any third-party providers to provide investor relations services, public relations services, marketing, or other related services including the promotion of the Company or its securities in the last twelve months.
The Company has not issued shares or convertible instruments allowing conversion to equity securities at prices constituting a discount to the current market rate at the time of the issuance in accordance with the policies of the TSX Venture Exchange.
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 TSXV under the symbol “FUU”.
ON BEHALF OF THE BOARD
Dev Randhawa, CEO
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