Pitchstone Agrees to Take-over Offer from Fission Energy

Pitchstone Exploration Ltd. ("Pitchstone" or "the Company") (TSX VENTURE:PXP)
announces that it has entered into an Arrangement Agreement ("the Agreement"),
whereby all of the issued and outstanding shares of Pitchstone will be acquired
by Fission Energy Corp. ("Fission") (TSX VENTURE:FIS) by means of a Plan of
Arrangement ("the Arrangement"). 


Acquisition Terms

Fission has agreed to issue 0.2145 common shares of Fission ("Common Shares")
for each common share of Pitchstone. Based on 45,208,185 Pitchstone shares
outstanding, Fission will issue 9,697,155 Common Shares to complete the
transaction, representing approximately 8.4% of Fission's issued and outstanding
Common Shares as of the date hereof. Pitchstone has further agreed to a
C$250,000 termination fee that is payable upon the occurrence of certain events,
including the acceptance by Pitchstone of a superior proposal.


Upon completion of the Arrangement, all Pitchstone common shares not owned by
Fission at such time will be automatically exchanged on the basis of 0.2145 of a
Fission common share for each Pitchstone common share. The consideration to be
received by Pitchstone shareholders pursuant to the Arrangement represents a 26%
premium over Pitchstone's 20-day volume-weighted average trading price on the
TSX Venture Exchange and a 35% premium over Pitchstone's closing price as at
April 20, 2012. Upon completion of the transaction, Fission will have
approximately 124.5 million common shares issued and outstanding. Pitchstone
options and warrants will be converted to Fission options and warrants on the
same basis as the common shares.


Pitchstone's board of directors has unanimously approved the Plan of Arrangement
and will recommend approval to the Pitchstone shareholders and optionholders in
a forthcoming special securityholder meeting scheduled to be held on or about
July 16, 2012. The Plan of Arrangement requires approval of 66 2/3% of the votes
cast by shareholders and optionholders of Pitchstone, voting as a single class.
Fission has entered into Lock-up Agreements with all of the directors and
officers of Pitchstone who have agreed, subject to certain exceptions, to vote
their shares in favour of the Arrangement. A total of 8,654,668 common shares of
Pitchstone, or approximately 19% of Pitchstone's outstanding common shares, will
be subject to lock-up agreements.


The Plan of Arrangement is subject to approval by Pitchstone's shareholders and
optionholders, the TSX-V and other regulatory agencies, and to Court approval by
the Supreme Court of British Columbia. The transaction is expected to close on
or before July 16, 2012.


Details of the Combined Entity

The combined entity creates the most significant uranium exploration property
position held by a junior company in the Athabasca Basin with a large number of
high priority targets. The company will also benefit from exposure to other
important uranium jurisdictions including the Erongo region of Namibia, the
Macusani region of Peru and the Hornby Bay Basin in Nunavut. Despite a
challenging market environment in the uranium exploration sector, Fission is
well financed to continue exploration of these properties. The primary benefits
of the transaction for Pitchstone shareholders are:




--  Improved land position in the Athabasca Basin with the addition of
    Fission's highly prospective Waterbury and Patterson Lake South
    properties, plus others, 
--  Increased NI 43-101 compliant Mineral Resources with the addition of
    Fission's J zone and Dieter Lake deposits, 
--  The offer represents a 26% premium over the 20 day volume weighted
    average trading price on the TSX Venture Exchange of Pitchstone's shares
    and a 35% premium over Pitchstone's closing price on April 20, 2012, 
--  Improved access to capital and a strong combined cash balance of over
    $17 million, 
--  Enhanced market presence and trading liquidity, 
--  Operational and administrative synergies. 



Ted Trueman, Executive Chairman of Pitchstone, commented: "Pitchstone's and
Fission's combined uranium exploration properties, Mineral Resources and cash
creates a company with a significant competitive position in the Athabasca Basin
as well as opportunities in several other important uranium regions. The synergy
of combining the two uranium-focused exploration companies provides an excellent
opportunity for Pitchstone's shareholders to increase their exposure to
potential growth in the uranium industry."


Advisors

Lincoln Peck Financial Inc. is acting as financial advisor to Pitchstone and
Evans & Evans Inc. has provided an initial independent verbal opinion to the
effect that, as of the date hereof, the consideration under the Arrangement is
fair from a financial point of view to the Pitchstone shareholders. McCullough
O'Connor Irwin LLP is acting as legal advisor to Pitchstone.


Primary Capital Inc. is acting as financial advisor and Blake, Cassels & Graydon
LLP is acting as legal advisor to Fission.


About Fission

Fission is a Canadian based uranium exploration and development company with
properties in Saskatchewan's Athabasca Basin, Quebec, and the Macusani District
in Peru. In 2010, Fission made a significant high grade uranium discovery at its
Waterbury Lake property immediately adjacent to Rio Tinto's (formerly Hathor
Exploration's) Roughrider Deposit, and in 2011 made a high grade boulder field
discovery at its Patterson Lake South property. Both are located in
Saskatchewan's Athabasca Basin, home of the richest uranium deposits in the
world. 


About Pitchstone

Pitchstone is a uranium exploration company operating in three districts in
Canada and Namibia. The property portfolio features 13 projects in the eastern
Athabasca Basin, Saskatchewan, five of which are 100% owned. In addition, there
are two joint venture projects in Namibia and several joint venture projects in
the Hornby Bay Basin, Nunavut.


On behalf of the Board, 

Steven J. Blower, President and CEO

This news release may contain assumptions, estimates, and other forward-looking
statements regarding future events. Such forward-looking statements involve
inherent risks and uncertainties and are subject to factors, many of which are
beyond Pitchstone's control, that may cause actual results or performance to
differ materially from those currently anticipated in such statements.


Such factors include, but are not limited to: expectations regarding the
Arrangement, the future growth, results of operations, business prospects and
opportunities of the combined company, uncertainties related to exploration and
development; the ability to raise sufficient capital to fund exploration and
development; changes in economic conditions or financial markets; increases in
input costs; litigation, legislative, environmental and other judicial,
regulatory, political and competitive developments; technological or operational
difficulties or inability to obtain permits encountered in connection with
exploration activities; and labour relations matters. This list is not
exhaustive of the factors that may affect our forward-looking information. These
and other factors should be considered carefully and readers should not place
undue reliance on such forward-looking information. Pitchstone disclaims any
intention or obligation to update or revise forward-looking information, whether
as a result of new information, future events or otherwise, except as required
by law.