Fission/Alpha -- summary under Shares for Shares and Nominal Cash

S. 86 spin-offs of exploration companies by Alpha Minerals and Fission Uranium, and acquisition of Alpha Minerals by Fission Uranium
Overview

Alpha and Fission (both TSXV-listed, and ABCA and CBCA corporations, respectively) will be transferring various (mostly uranium) exploration assets to Alpha Spinco and Fission Spinco and spinning-them off (per the s. 86 rules) under ABCA and CBCA Plans of Arrangement (the Alpha Arrangement and Fission Arrangement), with each Alpha share then being transferred to Fission under the Alpha Arrangement for 5.725 Fission common shares and nominal cash (so that no rollover treatment obtains unless a s. 85 election is filed).

Post-merger picture

The Spincos are expected to be listed on the TSXV. Alpha shareholders will hold approximately 50.7% of the new Fission common shares (or 49.3% after giving effect to the private placement referred to in 10 below). The merger will consolidate ownership of the Patterson Lake South uranium property in Saskatchewan, a core asset for both companies.

For a more detailed summary

, see under Mergers & Acquisitions - Mergers – Shares for Shares and Nominal Cash.

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Tax Topics - Public Transactions - Mergers & Acquisitions - Mergers (mostly Plans of Arrangement) - Shares for Shares and Nominal Cash S. 86 spin-offs of exploration companies by Alpha Minerals and Fission Uranium, and acquisition of Alpha Minerals by Fission Uranium 847