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Fission Uranium Makes Proposal to Alpha to Acquire Alpha Shares for $7.26 per Alpha Share

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Fission Uranium Makes Proposal to Alpha to Acquire Alpha Shares for $7.26 per Alpha Share







FISSION URANIUM CORP. (TSX V:FCU)(OTCQX:FCUUF)(FRANKFURT:2FU) believes that shareholders of Alpha Minerals Inc.  should be made aware that, on August 23, 2013, Fission made the following proposal  to acquire all of the issued and outstanding common shares of Alpha by way of share transaction to Alpha’s Board of Directors:



—  an Alpha shareholder would receive, in exchange for each of their Alpha

    Shares, 5.3 common shares of Fission (“Fission Shares”), representing a

    price of $7.26 per Alpha Share based on Fission’s closing price on the

    TSX Venture Exchange on August 23, 2013; and

—  Alpha would have the opportunity to appoint two members to the Board of

    Directors of Fission.




In making the Proposal, the Board of Directors of Fission and financial advisors took into consideration, a number of factors, including without limitation and in no particular order, the following:



—  exchanging Alpha Shares for Fission Shares would consolidate 100% of the

    Patterson Lake South project (“PLS”) into one unified company and send a

    strong message to the market that the future for the PLS discovery is

    very promising;

—  the current 50:50 ownership is sub-optimal from both a development and

    value maximizing perspective. Future development of the consolidated PLS

    will streamline decision-making and allow for execution in an efficient


—  some investors have pointed out that the current structure represents a

    built in ‘poison pill’ on PLS; however, we believe it has outlived its

    usefulness and, given the strength of the results, actually leaves both

    parties exposed to not trading with the proper premium, given that

    neither company has control of PLS. Further while we believe Fission is

    the only logical buyer for Alpha, the combined company could represent

    an attractive take-over target for a buyer seeking to acquire 100%

    control of the PLS project;

—  Alpha Shares have been trading at a discount to Fission Shares; as much

    as 13% over the previous five trading days on TSX Venture Exchange;

—  the larger public float of a combined company will benefit both sets of

    shareholders, in particular by increasing liquidity for the shareholders

    of Alpha. The trading volume of Fission has been consistently and

    significantly greater than the dollar volume of Alpha;

—  cost savings can be realized through the consolidation of Fission and

    Alpha; and

—  several stakeholders, including some of Fission’s and Alpha’s largest

    shareholders, have independently expressed support for a consolidation

    of PLS within Fission.




Our Proposal expired at 5:00 p.m. (Toronto time) on August 25, 2013 and to this point Alpha has not engaged with us in meaningful discussions. Fission wants Alpha’s shareholders to be aware that the Proposal was made. If Alpha continues to refuse to engage with Fission on the Proposal, Fission will consider making a formal offer directly to Alpha’s shareholders. Further details concerning any such offer will be made available at the time such an offer is made. Any offer, including the Proposal, will be subject to typical conditions being met including without limitation the receipt of all necessary regulatory, shareholder and court approvals.


This news release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of Fission or Alpha. Such an offer may only be made pursuant to an offer and takeover bid circular filed with the securities regulatory authorities in Canada and any securities issued in such transaction will be registered under the United States Securities Act of 1933, as amended, or issued pursuant to an exemption therefrom. Investors and shareholders of Alpha are urged to read any such documents filed with the United States Securities and Exchange Commission, or the securities regulatory authorities in Canada, carefully and in their entirety if and when they become available. Such documents would be available free of charge through the website maintained by the Canadian securities regulatory authorities at and by the SEC at or by calling the SEC at telephone number 800-SEC-0330.


Dundee Capital Markets Inc. is acting as financial advisor to Fission in connection with the proposed takeover offer and Blake, Cassels & Graydon LLP is acting as Fission’s legal counsel.


About Patterson Lake South


The 31,039 hectare PLS project is a 50%/50% Joint Venture held by Fission and Alpha. Fission is the Operator. PLS is accessible by road with primary access from all-weather Highway 955, which runs north to the former Cluff Lake mine and passes through the nearby UEX-Areva Shea Creek discoveries located 50km to the north, currently under active exploration and development.


Drilling has discovered significant high-grade and shallow uranium mineralization in 4 on-strike zones along a 1.05km trend. A $6.95 million, 44 hole, 11,000m drill program and ground geophysics surveys is in progress at PLS.


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” and trade on the OTCQX marketplace in the U.S. under the symbol “FCUUF”.

Posted August 26, 2013

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