Fission Energy to buy Pitchstone Exploration

Uranium explorer Fission Energy (CVE:FIS)(OTCQX:FSSIF) said Monday it has agreed to acquire industry peer Pitchstone Exploration through a plan of arrangement.

Under the terms of the deal, Fission will issue 0.2145 common shares of the company for each common share of Pitchstone.

Based on 45.2 million Pitchstone shares outstanding, Fission will issue roughly 9.7 million common shares to complete the deal, representing around 8.5 percent of Fission.

Pitchstone is a Uranium explorer focused in three districts in Canada and Namibia. The company's property portfolio features 13 projects in the eastern Athabasca Basin of Saskatchewan, five of which are 100 percent owned.

In addition, it has two joint venture projects in Namibia and several joint venture projects in the Hornby Bay Basin, Nunavut.

Pitchstone has agreed to a C$250,000 termination fee, payable under certain events, including if Pitchstone enters into a superior proposal.

The parties said that Pitchstone options and warrants will be converted into Fission options and warrants on the same basis as the common shares.

The deal has already been approved by Pitchstone's board, with a shareholder meeting slated to be held around July 16. The transaction requires two third Pitchstone shareholder approval.

Fission said it has entered into lock-up agreements with all of the directors and officers of Pitchstone, representing around 19 percent of the company, who will vote their shares in favour of the deal.

The arrangement also requires regulatory and court approval, and is expected to close around July 16.

Fission Energy is a Canadian Uranium exploration and development company with properties in Saskatchewan's Athabasca Basin, Quebec, and the Macusani District in Peru.

In 2010, the company made a significant high grade Uranium discovery at its Waterbury Lake property in the Athabasca Basin, immediately adjacent to Rio Tinto's (NYSE:RIO) (formerly Hathor Exploration's) Roughrider deposit.

And last year, Fission made a high grade boulder field discovery at its Patterson Lake South property. Last week, the company said that 19.5 metres of anomalous radioactivity was drilled during a winter program at the Patterson Lake South property.