FCU Oversight - Concerned Shareholders of Fission Uranium Corp. TSX : FCU

VANCOUVER, Oct. 6, 2015 /CNW/ - FCU Oversight is comprised of a growing number of Fission Uranium Corp., shareholders.  Those who are thoughtfully and intelligently engaged in the Company's business.  FCU Oversight is recommending that you VOTE NO to the proposed transaction announced July 6, 2015 between Fission Uranium Corp. (TSX:FCU) and Denison Mines Corp. (TSX:DML).

BACKGROUND

Fission Uranium Corp., (FCU) owns Patterson Lake South (PLS) - a significant uranium deposit located in Saskatchewan.  PLS by all-accounts is tremendous in scope and grade, and further, is both shallow and open-pittable. Many persons within the industry, along with many analysts covering the sector, consider it the premier undeveloped uranium exploration project in the world.

On July 6th, 2015 FCU issued a Press Release announcing the proposed combination of our company, Fission, with Denison Mines Corp.  

FCU OVERSIGHT STRONGLY RECOMMENDS
THAT YOU VOTE AGAINST THE SPECIAL RESOLUTION

For many, reasons, including, in our opinion, the following fundamentals:

• PLS, together with our other assets, are severely undervalued in this transaction, valuing our uranium at approximately $2.00 per pound, when the historical rate has been $8.00 - $10.00 per pound;
• Our Company, as a whole, is severely undervalued. While the initial value on July 3, 2015 of $390 million did not accurately reflect the value of Fission, its value as of October 4, 2015 had fallen to approximately $275 million. Denison has declined even more, from approximately $465 million to $295 million. The exchange ratios now even further penalize Fission shareholders;
• The value that we will receive if this transaction proceeds does not take into account any increase in the value of our assets since the deal was disclosed. This includes no value for the recent preliminary economic assessment (PEA) and the increase in the resource estimates determined since that date;
• The "fairness opinion" that was previously rendered is materially outdated if for no other reason that it fails to take into account the PEA;
• We see no tangible operational synergies, nor do we see any benefit for Fission shareholders. Fission, and PLS in particular, is a pure play on one of the best uranium deposits there is, located in the west end of the Athabasca Basin while Dennison's Athabasca projects are located on the eastern side of the basin and are not considered as robust, or as readily minable. The balance of Dennison's international assets are simply not synergistic to Fission;
• Certain directors and officers of Fission are being paid approximately $1.2 million to transition to executive positions in the new company. Those directors and officers may have interests in the transaction that are, or may be, different from, or in addition to, the interests of other Fission shareholders. Query whether this transaction was accordingly negotiated at arm's length and whether the obvious conflict of interest that these gentlemen find themselves in was properly managed.

VOTE AGAINST TODAY

All proxy votes must be received as instructed in Fission's information circular by 10:00 am Vancouver time on Friday, October 9, 2015 or your vote may not be included. 

If you have already voted in support of the Special Resolution, and wish to change your vote to vote AGAINST the Special Resolution, simply submit a later dated proxy.  Due to essence of time, shareholders may vote or recast their vote over the internet or by telephone by following the instructions found on their form of proxy or voting instruction form.

Shareholders are encouraged to submit their AGAINST votes at least 24 hours prior to the deadline on October 9, 2015 at 10:00 am Vancouver Time.

Any questions that you may have in connection with FCU Oversight or your ability to vote your shares can be directed to us at [email protected].

Information in Support of Public Broadcast Solicitation

G5 Incorporated is relying on the exemption under section 9.2(4) of National Instrument 52-102 - Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations, including Section 150(1.2) of the Canada Business Corporations Act.

This solicitation by public broadcast is being made with respect to the Special Meeting of Shareholders of Fission Uranium Corp. ("Fission" or the "Company") to be held at 10:00 am (Vancouver Time) on October 14, 2015 (the "Meeting"), by G5 Incorporated and certain other registered and beneficial shareholders of Fission (together, "FCU Oversight"), and not by or on behalf of the management of Fission. This solicitation by public broadcast is not presently being made with the assistance of specially engaged employees or soliciting agents, but FCU Oversight may seek to engage such parties in the future and will provide the required disclosure, if any, regarding such parties, as applicable.

Management of Fission filed a Notice of Special Meeting and Management Information Circular dated September 15, 2015 on SEDAR on September 17, 2015. The address of Fission is Suite 700 – 1620 Dickson Avenue, Kelowna, BC V1Y 9Y2.

All costs incurred for the solicitation will be borne by G5 Incorporated and certain other members of FCU Oversight.

A registered holder of common shares of Fission that gives a proxy may revoke it by: (a) attending the Meeting and voting in person (if you were a registered holder of common shares of Fission at the Record Date of September 4, 2015); (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the registered office of Fission at 700-1620 Dickson Avenue, Kelowna, BC V1Y 9Y2, or (d) in any other manner permitted by law.

A non-registered holder of common shares of Fission will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non- registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the Meeting.

Neither G5 Incorporated, the other members of FCU Oversight, nor any of their managing members, directors or officers, or any associates or affiliates of the foregoing has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the Meeting.

All information is provided as of October 6, 2015.

SOURCE G5 Incorporated

please visit the FCU Oversight website at http://www.fcuoversight.ca/ or email us at [email protected].