Fission Announces $75 Million Bought Deal Financing

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ir@fissionuranium.com
www.fissionuranium.com

TSX SYMBOL: FCU
OTCQX SYMBOL: FCUUF
FRANKFURT SYMBOL: 2FU

KELOWNA, BC, Feb. 5, 2024 /CNW/ - FISSION URANIUM CORP. ("Fission" or the "Company") is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. and SCP Resource Finance LP (the "Co-Lead Underwriters"), on behalf of a syndicate of underwriters (collectively with the Co-Lead Underwriters, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a "bought deal" basis, 63,560,000 common shares of the Company (the "Common Shares") at a price of C$1.18 per Common Share (the "Offering Price") for gross proceeds of C$75,000,800 (the "Offering").

The Company has granted the Underwriters an option, exercisable at the Offering Price at any time and from time to time for a period of 30 days following the Closing Date (as defined herein), to purchase up to an additional 15% of the number of Common Shares sold under the Offering to cover over-allotments, if any and for market stabilization purposes. The Offering is expected to close on or about February 12, 2024 (the "Closing Date") and is subject to the Company receiving all necessary regulatory approvals.

The Company intends to use the net proceeds from the Offering to fund exploration and development of the PLS project, as well as for working capital and general corporate purposes.

The Common Shares will be issued by way of a prospectus supplement that will be filed in all provinces and territories of Canada, other than Quebec, under the Company's base shelf prospectus dated December 12, 2023. The Common Shares may also be sold in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and other jurisdictions outside of Canada provided that no prospectus filing or comparable obligation arises.

The securities offered in the Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Fission Uranium Corp. is an award-winning Canadian-based resource company specializing in uranium exploration and development. The Company is the owner and developer of the PLS uranium project – a proposed high-grade mine and mill located in the Athabasca Basin, Saskatchewan, Canada. The Company is headquartered in Kelowna, British Columbia. Fission's common shares are listed on the Toronto Stock Exchange under the symbol "FCU" and trade on the OTCQX marketplace in the U.S. under the symbol "FCUUF."

ON BEHALF OF THE BOARD                                 

"Ross McElroy"                                                        

_______________________________
Ross McElroy, President and CEO                         

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 may include statements regarding the use of proceeds of the Offering, the timing for completion of the Offering, the future operating or financial performance of the Company 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.

SOURCE Fission Uranium Corp.

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