/NOT FOR RELEASE OR DISTRIBUTION IN
THE UNITED STATES/
TSX SYMBOL: FCU
OTCQX SYMBOL: FCUUF
KELOWNA,
BC, July 30, 2024 /CNW/ - Fission Uranium
Corp. (TSX: FCU) (OTCQX: FCUUF) (FSE: 2FU) ("Fission")
announced today that it has mailed and filed a management
information circular and related materials (the "Meeting
Materials") for its special meeting (the "Meeting") of
shareholders and optionholders of Fission (collectively,
"Securityholders") to be held on August 26, 2024 in connection with the proposed
acquisition of Fission by Paladin Energy Limited (ASX: PDN) (OTCQX:
PALAF) ("Paladin") announced on June
24, 2024.
Information about the Meeting and Receipt of Interim Court
Order
On July 19, 2024, Fission obtained
an interim order from the Supreme Court of British Columbia authorizing the holding of
the Meeting and matters relating to the conduct of the Meeting. At
the Meeting, Securityholders will be asked to consider and, if
deemed advisable, pass a special resolution to approve an
arrangement, in accordance with the terms of an arrangement
agreement entered into by Fission and Paladin on June 24, 2024, pursuant to which Paladin will
acquire 100% of the issued and outstanding shares of Fission
("Fission Shares") by way of a court approved plan of
arrangement under the Canada Business Corporation Act (the
"Transaction").
The Meeting Materials contain important information regarding
the Transaction, how Securityholders can participate and vote at
the Meeting, the background that led to the Transaction and the
reasons for the determinations of the special committee of
independent directors of Fission as well as Fission's Board of
Directors, that the Transaction is in the best interest of Fission
and is fair to shareholders. Securityholders should carefully
review all of the Meeting Materials as they contain important
information concerning the Transaction and the rights and
entitlements of Securityholders thereunder. The Meeting Materials
have been filed by Fission on SEDAR+ and are available at
www.sedarplus.ca.
About Paladin
Paladin Energy Ltd (ASX:PDN OTCQX:PALAF) is a globally
significant independent uranium producer with a 75% ownership of
the world-class long life Langer Heinrich
Mine located in Namibia.
Paladin also owns a portfolio of uranium exploration and
development assets in Canada and
Australia. Paladin is committed to
a best-practice ESG framework that ensures responsible, accountable
and transparent management of the uranium resources Paladin mines –
both now and in the future. Through its Langer Heinrich Mine, Paladin delivers reliable
uranium supply to major nuclear utilities around the world,
positioning itself as a meaningful contributor to global
decarbonisation.
About Fission
Fission Uranium Corp. is an award-winning Canadian uranium
project developer and 100% owner of the Patterson Lake South
uranium property – a proposed high-grade uranium mine and mill in
Canada's Athabasca Basin region. Fission's common
shares are listed on the TSX under the symbol "FCU" and trade
on the OTCQX marketplace in the U.S. under the symbol "FCUUF" and
on the Frankfurt Stock Exchange under the symbol 2FU.
Disclaimers
Not for Release or Distribution in the United States
This announcement may not be released to US wire services. This
announcement does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities in the United States or any other jurisdiction in
which such an offer would be unlawful. Paladin's shares have not
been, and will not be, registered under the US Securities Act of
1933 and may not be offered or sold in the United States except in transactions
exempt from, or not subject to, the registration requirements of
the US Securities Act and applicable US state securities laws. This
Announcement must not be disclosed to any other party and does not
carry any right of publication. Neither this Announcement nor any
of its contents may be reproduced or used for any purpose without
the prior written consent of Fission.
Cautionary Note Regarding Forward Looking
Statements
This announcement contains certain "forward looking statements"
within the meaning of Australian securities laws and "forward
looking information" within the meaning of Canadian securities laws
(collectively referred to as "forward looking statements"). All
statements, other than statements of historical fact, that address
circumstances, events, activities or developments that could, or
may or will occur are forward looking statements. Forward looking
statements involve subjective judgment and analysis and are subject
to significant uncertainties, risks and contingencies including
those risk factors associated with the mining industry, many of
which are outside the control of, change without notice, and may be
unknown to Fission. These risks and uncertainties include but are
not limited to liabilities inherent in mine development and
production, geological, mining and processing technical problems,
the inability to obtain any additional mine licences, permits and
other regulatory approvals required in connection with mining and
third party processing operations, competition for amongst other
things, capital, acquisition of reserves, undeveloped lands and
skilled personnel, incorrect assessments of the value of
acquisitions, changes in commodity prices and exchange rates,
currency and interest fluctuations, various events which could
disrupt operations and/or the transportation of mineral products,
including labour stoppages and severe weather conditions, the
demand for and availability of transportation services, the ability
to secure adequate financing and management's ability to anticipate
and manage the foregoing factors and risks.
Forward looking statements in this announcement include, but are
not limited to, statements regarding: the expected timetable,
outcome and effects of the Transaction; the anticipated benefits of
the Transaction to Fission's shareholders; the ability of Fission
to complete the Transaction on the terms described herein or at
all; the plans and strategies of Fission; the future performance of
Fission; and the ability to obtain the requisite regulatory, stock
exchange, court and shareholder approvals for the Transaction.
Forward looking statements can generally be identified by the use
of forward looking words such as "anticipate", "expect", "likely",
"propose", "will", "intend", "should", "could", "may", "believe",
"forecast", "estimate", "target", "outlook", "guidance" (including
negative or grammatical variations) and other similar expressions.
No representation, warranty, guarantee or assurance, express or
implied, is given or made in relation to any forward looking
statement. In particular no representation, warranty or assumption,
express or implied, is given in relation to any underlying
assumption or that any forward looking statement will be achieved.
There can be no assurance that the forward looking statements will
prove to be accurate. Actual and future events may vary materially
from the forward looking statements and the assumptions on which
the forward looking statements were based, because events and
actual circumstances frequently do not occur as forecast and future
results are subject to known and unknown risks such as changes in
market conditions and regulations.
Given these uncertainties, readers are cautioned not to place
undue reliance on such forward looking statements, and should rely
on their own independent enquiries, investigations and advice
regarding information contained in this announcement. Any reliance
by a reader on the information contained in this announcement is
wholly at the reader's own risk.
To the maximum extent permitted by law or any relevant listing
rules of the ASX/TSX, Fission and its respective related bodies
corporate and affiliates and their respective directors, officers,
employees, advisors, agents and intermediaries disclaim any
obligation or undertaking to disseminate any updates or revisions
to the information in this announcement to reflect any change in
expectations in relation to any forward looking statements or any
such change in events, conditions or circumstances on which any
such statements were based. Nothing in this announcement will,
under any circumstances (including by reason of this announcement
remaining available and not being superseded or replaced by any
other announcement or publication with respect to Paladin, Fission
or the subject matter of this announcement), create an implication
that there has been no change in the affairs of Paladin or Fission
since the date of this announcement.
www.fissionuranium.com
SOURCE Fission Uranium Corp.