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AMW Alpha Minerals

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Share Name Share Symbol Market Type
Alpha Minerals TSXV:AMW TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Fission Uranium and Alpha Minerals Execute Definitive Agreement

18/09/2013 11:30am

Marketwired Canada


FISSION URANIUM CORP. (TSX VENTURE:FCU) ("Fission") and ALPHA MINERALS INC. (TSX
VENTURE:AMW) ("Alpha") are pleased to announce the signing of a definitive
arrangement agreement (the "Arrangement Agreement") to effect the previously
announced transaction (the "Transaction") pursuant to which Fission will acquire
Alpha and its primary asset, a 50% interest in the Patterson Lake South joint
venture (the "PLS Joint Venture"), the other 50% of which is held by Fission.
Under the terms of the Arrangement Agreement, Fission has agreed to offer
shareholders of Alpha 5.725 shares of Fission and a cash payment of $0.0001 for
each Alpha share held by them. The offer represents a 14.5% premium to the
unaffected share prices of Alpha and Fission on August 23, 2013, the last
trading day prior to the announcement of Fission's initial proposal to Alpha,
and an 11% premium based on the closing prices on August 30, 2013, the last
trading day prior to the announcement of the proposed Transaction.


Additionally, Alpha shareholders will receive all of the common shares of a new
company ("Alpha Spinco") which will be spun out from Alpha and hold all of
Alpha's non-cash assets and obligations other than Alpha's interest in the PLS
Joint Venture. Similarly, the current shareholders of Fission will receive all
of the common shares of a new company ("Fission Spinco") which will be spun out
from Fission and hold all of Fission's non-cash assets and obligations other
than Fission's interest in the PLS Joint Venture and certain related assets.
Under the terms of the Arrangement Agreement, each of Alpha Spinco and Fission
Spinco will receive approximately $3 million in cash to fund future operations.


The board of directors of Alpha, following consultation with its financial and
legal advisors, has accepted the recommendation of its Special Committee of
independent directors, and has approved the Transaction. The directors of Alpha
will recommend that Alpha securityholders vote in favour of the Transaction in
the information circular to be mailed to Alpha securityholders in respect of the
meeting of Alpha securityholders to be held to approve the Transaction. 


"We are very pleased to have reached an agreement with Alpha and will continue
to focus on the highly prospective Patterson Lake South discovery. I would like
to thank the legal teams, financial advisors and Alpha for their efforts in
reaching this important milestone," said Dev Randhawa, Chairman of Fission.


Mr. Ben Ainsworth, President and CEO of Alpha, said: 

"It has been a rewarding experience for Alpha's team to have contributed to the
discovery and early development of what is currently the most exciting uranium
exploration project in the world. We look forward to the continued success of
Fission's work at Patterson Lake South, building further value for Alpha's
shareholders as this exceptional deposit reveals its economic potential."


The directors and officers of each of Fission and Alpha, as well as certain
significant shareholders, collectively holding 5,837,732 Fission shares and
3,136,016 Alpha shares, have entered into voting agreements with Fission under
which they agree to vote in favour of the Transaction. The voting agreements
terminate automatically upon termination of the Arrangement Agreement. Subject
to the other party's right to match, each of Fission and Alpha may terminate the
Arrangement Agreement in favour of an unsolicited superior proposal upon payment
of a $6 million break fee to the other party.


Transaction Benefits

Both Fission and Alpha believe that the Transaction will provide a number of
substantial benefits to the shareholders of both companies, including the
following:




--  consolidation of 100% of the PLS Joint Venture into one unified company,
    removing the current 50:50 ownership of the PLS Joint Venture, which
    will streamline decision-making and allow for other efficiencies; 
    
--  the larger public float of a combined company should benefit both sets
    of shareholders by increasing liquidity; and 
    
--  shareholders of Alpha and Fission will continue to have exposure to the
    non-core assets of each company through the creation of Alpha Spinco and
    Fission Spinco, each of which will hold approximately $3 million in
    cash. 



Transaction Details

The Transaction will take place by way of a plan of arrangement. Pursuant to the
terms of the Arrangement Agreement, the completion of the Transaction is
conditional upon a number of items, including, without limitation, approval of
the securityholders of Alpha in respect of the Transaction and Fission in
respect of the plan of arrangement which creates Fission Spinco, conditional
approval of the TSX Venture Exchange, approval of the Alberta Court of Queen's
Bench and receipt of all other necessary regulatory approvals.


Full details of the Transaction will be included in information circulars to be
filed with securities regulatory authorities and mailed to Alpha securityholders
in connection with the special meeting of Alpha securityholders and Fission
securityholders in connection with the special meeting of Fission
securityholders. Alpha and Fission securityholders are urged to read the
respective information circulars once they become available as they will contain
additional important information about the Transaction.


Holders of Alpha's outstanding options will receive a number of replacement
options adjusted by the exchange ratio for the Transaction, each option
entitling the holder, on exercise, to receive a common share of Fission, subject
to an adjustment to the exercise price. Holders of Alpha warrants will be
entitled, on exercise, to receive common shares of Fission, subject to an
adjustment to the exercise price.


The Transaction is expected to be completed in November 2013 or such later date
as the parties may agree. A special meeting of the securityholders of Alpha and
a special meeting of the securityholders of Fission will be held at a time yet
to be determined to approve the Transaction.


Alpha has engaged Raymond James Ltd. as its financial advisor and Miller Thomson
LLP as its legal advisor in respect of the Transaction. The Special Committee of
the board of directors of Alpha has engaged Gowling Lafleur Henderson LLP as its
legal advisor. Fission has engaged Dundee Capital Markets as its financial
advisor and Blake, Cassels & Graydon LLP as its legal advisor in respect of the
Transaction.


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". 


About Alpha Minerals Inc. 

Alpha Minerals Inc. is a mineral exploration company whose principal focus is
the exploration and development of uranium properties in Athabasca Basin in
northern Saskatchewan, Canada. Common Shares are listed on the TSX Venture
Exchange under the symbol "AMW".


ON BEHALF OF THE BOARD OF FISSION

Dev Randhawa, Chairman & CEO  

ON BEHALF OF THE BOARD OF ALPHA 

Ben Ainsworth, President & CEO 

Cautionary Statement: Certain information contained in this press release
constitutes "forward-looking information", within the meaning of Canadian
securities 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 including our ability to complete the Transaction, the timing
of completion, the benefits of the Transaction, and the receipt of necessary
securityholder, regulatory and court approvals 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 Alpha and Fission disclaim 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Alpha Minerals Inc.
Robert Meister
Investor Relations
TF: 866-629-0293
info@alphaminerals.ca
www.alphaminerals.ca


Fission Uranium Corp.
Rich Matthews
Investor Relations
TF: 877-868-8140
ir@fissionuranium.com
www.fissionuranium.com

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