FIS Fission Energy Corp.

FISSION ENERGY CORP. ("Fission" or "the Company") (TSX VENTURE:FIS)(OTCQX:FSSIF)
is pleased to announce that Fission and Denison Mines Corp. ("Denison") have
entered into a definitive Arrangement Agreement (the "Agreement"), which
replaces the binding letter agreement, previously announced on January 16, 2013,
pursuant to which Denison has agreed to acquire all of the issued and
outstanding shares of Fission with Fission spinning out certain assets into a
newly-formed publicly traded company, Fission Uranium Corp. ("Spinco") by way of
a court-approved plan of Arrangement (the "Arrangement").


Pursuant to the Agreement, Denison will acquire a portfolio of uranium
exploration projects including Fission's 60% interest in the Waterbury Lake
uranium project, as well as Fission's exploration interests in all other
properties in the eastern part of the Athabasca Basin, its interests in two
joint ventures in Namibia plus its assets in Quebec and Nunavut (together, the
"Assets"). The Spinco assets will consist of the remaining assets of Fission
including the 50% interest in the Patterson Lake South ("PLS") property located
in the western Athabasca Basin.


Both Fission and Denison believe that the Transaction will provide a number of
substantial benefits to the shareholders of both companies, including the
following: 




--  Substantial value offered to Fission shareholders for the Assets; 
--  The opportunity for Fission shareholders to participate in the assets of
    Denison, which include several advanced exploration properties plus an
    interest in the McClean Lake mill, as well as the highly prospective
    Western Athabasca exploration portfolio of Spinco; 
--  Spinco will be very well funded; 
--  Spinco will continue forward under the leadership of the same successful
    management team that developed Fission; and 
--  Further solidifies Denison as the consolidator of strategic assets in
    the Athabasca Basin, to the benefit of both sets of shareholders.



Arrangement Overview

The Arrangement will be carried out by way of a court-approved plan of
arrangement pursuant to the Canada Business Corporations Act and must be
approved by the Superior Court of British Columbia and the affirmative vote of
Fission securityholders at a special meeting (the "Meeting") that is expected to
be held on April 23, 2013. At the Meeting, the Arrangement will require approval
of shareholders and optionholders of Fission holding at least 66 2/3% of the
common shares, voting in person or by proxy and voting as a single class.


The consideration to be received by the shareholders of Fission consists of
0.355 of a common share of Denison (each, a "Denison Share"), a nominal cash
payment of $0.0001 and 1 (one) common share of Spinco (a "Spinco Share") for
each common share of Fission held (the "Consideration").


Upon completion of the Arrangement, the holders of Fission options will receive
options to acquire Denison Shares and options to acquire Spinco Shares. The
holders of Fission warrants are entitled to receive, upon exercise of their
warrants, the number of Denison Shares and Spinco Shares which the
warrantholders would have been entitled to receive as a result of the
Arrangement, if immediately prior to the effective date, the warrantholders had
exercised their warrants.


Pursuant to the terms of the Agreement, the Arrangement is also subject to
applicable regulatory approvals and the satisfaction of certain closing
conditions customary for transactions of this nature, the Agreement also
provides for, among other things, customary board support and non-solicitation
covenants from Fission subject to customary "fiduciary-out" provisions that
entitle Fission to consider and accept a superior proposal and a 5-business day
"right to match" in favour of Denison. The Agreement also provides for a payment
of a break fee of 3.5 million to Denison and to Fission in certain specified
circumstances.


The board of director of Fission (the "Fission Board") has determined that the
proposed transaction is fair to the shareholders of Fission and it is in the
best interest of the Company and recommends that the shareholders and
optionholders of Fission vote in favour of the Arrangement Resolution. Dundee
Securities Inc. provided a fairness opinion to the Fission Board that the
Consideration is fair, from a financial point of view, to the shareholders of
Fission. Certain of Fission directors, officers and major shareholders have
entered into customary voting support agreements pursuant to which, among other
things, they have agreed to vote their Fission shares in favour of the proposed
Arrangement.


If it is approved by Fission securityholders, the Arrangement is expected to be
completed in April 2013 and is subject to certain customary conditions,
including receipt of all necessary court, regulatory and securityholder
approvals. Upon completion of the proposed Arrangement, all of the members of
the Fission Board will resign and Denison nominees will be appointed to the
Fission Board.


The terms and conditions for the Arrangement will be summarized in the
Management Information Circular to be mailed to Fission securityholders in March
2013. Copies of the Agreement, the Management Information Circular, and certain
related documents and agreements will be filed with Canadian securities
regulators and will be available on SEDAR at www.sedar.com under Fission's
profile.


Advisors

Dundee Securities Inc. and Primary Capital Inc. are acting as financial advisors
to the Fission Board and Dundee Securities Inc. has provided a fairness opinion
to the Fission Board. Fission's legal counsel is Blake, Cassels & Graydon LLP.


About Denison Mines Corp. 

Denison Mines Corp. is a uranium exploration and development company with
interests in exploration and development projects in Canada, Zambia and
Mongolia. Including the world class Phoenix deposits, located on its 60% owned
Wheeler River project, Denison's exploration project portfolio includes 32
projects and totals over 530,000 hectares in the Eastern Athabasca Basin region
of Saskatchewan. Denison's interests in Saskatchewan also include a 22.5%
ownership interest in the McClean Lake Joint Venture, which includes several
uranium deposits and the McClean Lake uranium mill, one of the world's largest
uranium processing facilities, and a 25.17% interest in the Midwest deposit,
which is located 15 kilometres from the McClean Lake mill. Internationally,
Denison owns 100% of the conventional heap leach Mutanga project, in Zambia, and
an 85% interest in the in-situ recovery projects held by the Gurvan Saihan Joint
Venture, in Mongolia.


Denison is engaged in mine decommissioning and environmental services through
its Denison Environmental Services (DES) division and is the manager of Uranium
Participation Corporation (TSX:U), a publicly traded company which invests in
uranium oxide in concentrates and uranium hexafluoride.


About Fission Energy Corp. 

Fission Energy 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 "FIS". 


Additional information about Fission is available on Fission's website at
www.fission-energy.com or under its profile on SEDAR at www.sedar.com.


ON BEHALF OF THE BOARD  

Dev Randhawa, Chairman & CEO 

Cautionary Statement: 

Certain information contained in this press release constitutes "forward-looking
information", within the meaning of Canadian legislation concerning the
business, operations and financial performance and condition of Denison and
Fission.


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 our ability to complete the Transaction and benefits of the
Transaction, 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: uncertainties as to
the timing of the Transaction and satisfaction of the conditions thereto, 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Fission Energy Corp.
Rich Matthews
Investor Relations
TF: 877-868-8140
ir@fission-energy.com
www.fission-energy.com

Fission Energy Corp. (TSXV:FIS)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024

Fission Energy Corp. (TSXV:FIS)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024