Fission 3.0 Corp. Announces Closing of Brokered Private Placement for Gross Proceeds of $8,000,000

Fission 3.0 Corp. (the "Company") is pleased to announce that it has closed its previously announced fully marketed private placement (the "Offering") for gross proceeds of C$8,000,026, from the sale of the following:

24,690,038 units of the Company (each, a "Unit") at a price of C$0.13 per Unit for gross proceeds of C$3,209,705 from the sale of Units;
20,113,619 flow-through units of the Company (each, a "FT Unit") at a price of C$0.145 per FT Unit for gross proceeds of C$2,916,475 from the sale of FT Units; and
10,769,232 FT Units to be sold to charitable buyers (each, a "Charity FT Unit" and together with the Units and FT Units, the "Offered Units") at a price of C$0.174 for gross proceeds of C$1,873,846 from the sale of Charity FT Units.

Each Unit issued pursuant to the Offering is comprised of one common share of the Company (each, a "Unit Share")and one half of one common share purchase warrant (each whole warrant, a "Warrant").Each FT Unit and Charity FT Unit is comprised of one common share of the Company to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "FT Share")and one half of one Warrant. Each whole Warrant entitles the holder to purchase one common share of the Company (each, a "Warrant Share")at a price of C$0.20 at any time on or before September 29, 2023.

Red Cloud Securities Inc. (the "Agent") acted as sole agent and bookrunner under the Offering. In connection with the Offering, the Company paid the Agent an aggregate cash commission of approximately C$450,850, equal to six per cent (6.0%) of the gross proceeds raised under the Offering (except for a reduced commission paid to the Agents in connection with those purchasers listed on the president's list (the "President's List"), to which a reduced commission of three percent (3.0%) was paid. The Company also issued to the Agent 3,106,853 broker warrants (the "Broker Warrants"), equal to six percent (6.0%) percent of the Offered Units sold pursuant to the Offering (and three percent (3.0%) in the case of those Offered Units sold to purchasers on the President's List). Each Broker Warrant entitles the holder thereof to purchase one common share in the capital of the Company at a price of C$0.13 at any time on or before September 29, 2023.

The Company intends to use the proceeds raised from the Offering for future exploration work on the Company's projects, corporate development and general corporate and working capital purposes. The gross proceeds from the issuance of the FT Shares will be used for "Canadian Exploration Expenses" (within the meaning of the Income Tax Act (Canada)) (the "Qualifying Expenditures"), which will be renounced with an effective date no later than December 31, 2021 to the purchasers of the FT Units and Charity FT Units in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of FT Units and Charity FT Units for any additional taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures.

The Unit Shares, FT Shares, Warrants and Warrant Shares sold pursuant to the Offering are subject to a four month hold period, which will expire on January 30, 2022.

The securities described herein have not been, and will not be, registered under the United States Securities Act, or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Fission 3.0 Corp.

Fission 3.0 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 (the "TSXV") under the symbol "FUU".

ON BEHALF OF THE BOARD

"Dev Randhawa"
Dev Randhawa, CEO

For more information, please contact ir@fission3corp.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

Cautionary Statement Regarding Forward-Looking Information

This news release contains "forward-looking information or statements" within the meaning of applicable securities laws, which may include, without limitation, statements that address the Company's plans for its properties/projects, the TSXVs final approval of the Offering, the use of funds, other statements relating to the technical, financial and business prospects of the Company, and other matters. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties and assumptions, including those filed under the Company's profile on SEDAR at www.sedar.com. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, the impact of COVID-19 or other viruses and diseases on the Company's ability to operate, adverse weather conditions, failure to obtain the necessary equipment or machinery, failure to maintain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by law.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

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Fission 3.0 TSXV:FUU Uranium Investing

Denison Announces Agreement to Form Exploration Joint Ventures with Cosa Resources

Denison Mines Corp. (" Denison " or the " Company ") (TSX: DML) (NYSE American: DNN) is pleased to announce that is has executed an agreement (the " Agreement ") with Cosa Resources Corp. ("Cosa") ( TSX-V: COSA ) to form three uranium exploration joint ventures in the eastern portion of the Athabasca Basin region in northern Saskatchewan . Pursuant to the Agreement, Cosa will acquire a 70% interest in Denison's 100%-owned Murphy Lake North, Darby, and Packrat properties (the " Properties ") in exchange for approximately 14.2 million Cosa common shares, $2.25M in deferred equity consideration, and a commitment to spend $6.5 million in exploration expenditures at Murphy Lake North and Darby (the " Transaction "). View PDF Version

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Terra Clean Energy Announces Changes to the Board of Directors, Share Consolidation

TERRA CLEAN ENERGY CORP. (“ Terra ” or the “ Company ”) (CSE: TCEC, OTCQB: TCEFF , FSE: T1KC ) , is pleased to announce that Greg Cameron and Tony Wonnacott have been appointed to the board of directors of the Company.

Messrs. Cameron and Wonnacott fill vacancies created by Andrew Brown and Mark Ferguson, each of which have resigned from their roles with the Company. The board of directors would like to thank Messrs. Brown and Ferguson for their service to the Company and wish them well in their future endeavors.

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NexGen Achieves Major Permitting Milestone

The Canadian Nuclear Safety Commission ("CNSC") has notified NexGen of successful completion of final Federal technical review.
This is the key requirement to scheduling a Federal Commission Hearing date and subsequent Federal Project approval decision.
The Federal Environmental Assessment ("EA") and License represent the final major approval steps after having received Provincial EA approval in November 2023 .
In production, the Rook I Project is poised to make NexGen one of the world's largest and most environmentally conscious mining companies.

NexGen Energy Ltd. ("NexGen" or the "Company") (TSX: NXE) (NYSE: NXE) (ASX: NXG) is excited and proud to announce a major milestone in the Federal EA process for its 100%owned Rook I Project ("the Project"). The CNSC has provided NexGen formal confirmation that the Company has successfully addressed all information requests received as part of the Federal technical review. With completion of the CNSC technical review, the next and final steps in the Federal approval process include scheduling a Commission Hearing Date for the Project, subject to which the CNSC will render an approval decision on the Project.

This historic milestone marks a crucial step forward for the Project that has been undergoing Canada's robust and rigorous regulatory process since 2019. Completion of the Federal EA technical review stage follows the CNSC having deemed NexGen's Federal licence application sufficient in September 2023 , and receipt of Provincial EA approval in November 2023 . This development reinforces Canada's path to re-establish itself as the leader in global uranium supply and partner of choice.

Leigh Curyer, Chief Executive Officer, commented: "This exciting outcome is a testament to the exceptional efforts of our entire NexGen team, the collaborative support of our valued Indigenous Nation partners, and our transparent approach with the CNSC to ensure a robust and thorough review that meets the highest standards of environmental protection for the sustainable development of the Rook I Project. Since inception, our honest and innovative holistic approach to the successful development of this generational project has set new industry standards as to what is possible, whilst positively impacting all our valued stakeholders.

Together with the Clearwater River Dene Nation, Métis Nation – Saskatchewan Northern Region 2 and Métis Nation – Saskatchewan , Buffalo River Dene Nation, and Birch Narrows Dene Nation, we are construction ready to deliver transformative and unprecedented social, economic and environmental benefits to local communities, the Province of Saskatchewan, Canada , and the world.

We're not just developing a mine - we're building strong communities while shaping a sustainable and secure global energy future. With over $800 million in cash and liquid assets, we are ready pending a positive Commission decision with all activities required to immediately commence major site works in place."

NexGen is poised to propel Canada back to the forefront of global clean energy fuel production. The Rook I Project embodies NexGen's commitment to elite environmental performance, unprecedented community inclusion, and responsible alignment with global net-zero goals.

About NexGen

NexGen Energy is a Canadian company focused on delivering clean energy fuel for the future. The Company's flagship Rook I Project is being optimally developed into the largest, low-cost producing uranium mine globally, incorporating the most elite standards in environmental and social governance. The Rook I Project is supported by a NI 43-101 compliant Feasibility Study which outlines the elite environmental performance and industry leading economics. NexGen is led by a team of experienced uranium and mining industry professionals with expertise across the entire mining life cycle, including exploration, financing, project engineering and construction, operations, and closure. NexGen is leveraging its proven experience to deliver a Project that leads the entire mining industry socially, technically, and environmentally. The Project and prospective portfolio in northern Saskatchewan will provide generational long-term economic, environmental, and social benefits for Saskatchewan, Canada , and the world.

NexGen is listed on the Toronto Stock Exchange and the New York Stock Exchange under the ticker symbol "NXE," and on the Australian Securities Exchange under the ticker symbol "NXG," providing access to global investors to participate in NexGen's mission of solving three major global challenges in decarbonization, energy security, and access to power. The Company is headquartered in Vancouver, British Columbia , with its primary operations office in Saskatoon , Saskatchewan.

Cautionary Note to U.S. Investors

This news release includes Mineral Reserves and Mineral Resources classification terms that comply with reporting standards in Canada and the Mineral Reserves and the Mineral Resources estimates are made in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ from the requirements of the Securities and Exchange Commission ("SEC") set by the SEC's rules that are applicable to domestic United States reporting companies. Consequently, Mineral Reserves and Mineral Resources information included in this news release is not comparable to similar information that would generally be disclosed by domestic U.S. reporting companies subject to the reporting and disclosure requirements of the SEC Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U.S. standards.

Forward-Looking Information

The information contained herein contains "forward-looking statements" within the meaning of applicable United States securities laws and regulations and "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to estimates for CapEx, OpEx and a payback period of 12 months, the appointment of a lead lender group, the availability of financing for the Project, the advancement of detailed engineering and contract negotiations, bolstering the globe's uranium supply chains to meet the rising demand for nuclear energy, the timing and cost of reclamation, including as part of the UGTMF and after-tax free cash flow remaining materially consistent with the FS, Free Cash Flow, Payback Period and IRR relative to various uranium prices, the delivery of clean energy fuel for the future, the development of the largest low cost producing uranium mine globally and incorporating elite standards in environmental and social governance, delivering a project that leads the entire mining industry socially, technically and environmentally, providing generational long-term economic, environmental and social benefits for Saskatchewan, Canada and the world, planned exploration and development activities and budgets, the interpretation of drill results and other geological information, mineral reserve and resource estimates (to the extent they involve estimates of the mineralization that will be encountered if a project is developed), requirements for additional capital, capital costs, operating costs, cash flow estimates, production estimates, the future price of uranium and similar statements relating to the economics of a project, including the Rook I Project. Generally, forward-looking information and statements can be identified by the use of forward-looking terminology such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.

Forward-looking information and statements are based on NexGen's current expectations, beliefs, assumptions, estimates and forecasts about its business and the industry and markets in which it operates. Forward-looking information and statements are made based upon numerous assumptions, including, among others, that financing for the Project will be available in a timely manner and on terms acceptable to the Company, the results of planned exploration and development activities will be as anticipated and on time; the price of uranium; the cost of planned exploration and development activities; that, as plans continue to be refined for the development of the Rook I Project, there will be no changes in costs, engineering details or specifications that would materially adversely affect its viability; that financing will be available if and when needed and on reasonable terms; that third-party contractors, equipment, supplies and governmental and other approvals required to conduct NexGen's planned exploration and development activities will be available on reasonable terms and in a timely manner; that there will be no revocation of government approvals; that general business, economic, competitive, social and political conditions will not change in a material adverse manner; the assumptions underlying the Company's mineral reserve and resource estimates and updated/revised CapEx, OpEx, SusEx, and pay back period; assumptions made in the interpretation of drill results and other geological information; the ability to achieve production on the Rook I Project; and other estimates, assumptions and forecasts disclosed in the Feasibility Study for the Rook I Project. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements were considered reasonable by management at the time they were made, there can be no assurance that such assumptions will prove to be accurate.

Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual results, performances and achievements of NexGen to differ materially from any projections of results, performances and achievements of NexGen expressed or implied by such forward-looking information or statements, including, among others, negative operating cash flow and dependence on third-party financing, uncertainty of additional financing, the risk that pending assay results will not confirm previously announced preliminary results, the imprecision of mineral reserve and resource estimates, the price and appeal of alternate sources of energy, sustained low uranium prices, aboriginal title and consultation issues, development risks, climate change, uninsurable risks, reliance upon key management and other personnel, risks related to title to its properties, information security and cyber threats, failure to manage conflicts of interest, failure to obtain or maintain required permits and licences, changes in laws, regulations and policy, competition for resources, political and regulatory risks, general inflationary pressures, industry and economic factors that may affect the business, and other factors discussed or referred to in the Company's most recent Annual Information Form under "Risk Factors" and management's discussion and analysis under "Other Risks Factors" filed on SEDAR+ at www.sedarplus.ca and 40-F filed on Edgar at www.sec.gov .

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or statements or implied by forward-looking information or statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers are cautioned not to place undue reliance on forward-looking information or statements due to the inherent uncertainty thereof. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.

View original content to download multimedia: https://www.prnewswire.com/news-releases/nexgen-achieves-major-permitting-milestone-302309673.html

SOURCE NexGen Energy Ltd.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/November2024/19/c8458.html

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Foremost Clean Energy Announces Strategic Engagement with Red Cloud Financial Services

Foremost Clean Energy Ltd. ( NASDAQ: FMST ) ( CSE: FAT ) (" Foremost " or the " Company "), an emerging North American uranium and lithium exploration company, is pleased to announce today that it has entered into a strategic agreement (the " Agreement ") with Red Cloud Financial Services Inc. (" RCFS" or " Red Cloud "), an arms-length independent contractor, to provide promotional services, including advice on marketing, communications and social media activities. Under the engagement, Red Cloud will be paid a fee of $10,000 per month effective October 14, 2024, for a twelve-month term which automatically renews month-to-month thereafter unless either party provides written notice of termination to the other party thirty (30) days prior to the date of termination.

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Fission 3.0 Corp. Announces Closing of Brokered Private Placement for Gross Proceeds of $8,000,000

Resource update underway in preparation for bringing significant satellite deposits into the mine plan

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