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To: Andrew~ who wrote (2383)8/26/2013 11:13:20 AM
From: Goose94Read Replies (2) | Respond to of 204384
 
Fission Uranium (FCU-V) offers to acquire Alpha Minerals (AMW-V) with share exchange

Aug 26, 2013 - News Release

Fission Uranium Corp. believes that shareholders of Alpha Minerals Inc. should be made aware that on Aug. 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:
  • Alpha shareholders would receive, in exchange for each of their Alpha shares, 5.3 common shares of Fission, representing a price of $7.26 per Alpha share based on Fission's closing price on the TSX Venture Exchange on Aug. 23, 2013.
  • 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 advisers 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 per cent 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 suboptimal 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 manner.
  • Some investors have pointed out that the current structure represents a built in poison pill on PLS; however, Fission believes 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 Fission believes it is the only logical buyer for Alpha, the combined company could represent an attractive takeover target for a buyer seeking to acquire 100-per-cent control of the PLS project.
  • Alpha shares have been trading at a discount to Fission shares, as much as 13 per cent 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.
  • Several stakeholders, including some of Fission's and Alpha's largest shareholders, have independently expressed support for a consolidation of PLS within Fission.


Fission's proposal expired at 5 p.m. (Toronto time) on Aug. 25, 2013, and to this point Alpha has not engaged with the company 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.

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

We seek Safe Harbor.