FCU OverSight Canada Inc.
December 2, 2015
Dear Fellow Shareholders,
Re: OverSight Withdraws Nominees &
Recommends You Vote “WITHHOLD” For Board
I am writing to let you know that our five nominees (the “Nominees”) for election to the Board of Directors (the “Board”) of Fission Uranium Corp. (“Fission” or the “Company”) at the upcoming annual general meeting of shareholders of Fission to be held on December 15, 2015 (the “Meeting”) have been withdrawn.
When the list of Nominees was submitted as required by Fission’s last minute adoption of an Advanced Notice Policy, Fission’s management had not yet disclosed their increased change-in-control payouts, which only came to light later in its management information circular. This disclosure revealed to us the possibility that the election of even four of our nominees could cost shareholders millions of dollars by triggering change of control clauses in their executive employment agreements.
Despite communications throughout November in an effort to reach an understanding acceptable to both parties – including in-person meetings in Vancouver, Kelowna, and Toronto with members of the Fission Board – we were unable to come to an agreement that, in OverSight’s view, was in the best interests of all Fission shareholders. I believe that we all bought shares of Fission to see our investment grow. Consider that Fission paid some $180 million to acquire half of the Patterson Lake South project in the merger with Alpha Minerals in 2013, valuing the merged company at some $360 million dollars. Now consider that as of the market close on December 1st the market-cap of Fission is some $216 million dollars. So, despite drilling and proving a resource of over 105 million pounds - widely accepted as much larger - along with multiple capital raises, the value of Fission has decreased close to 40%. In the face of an eroding share price, Fission has somehow found it justifiable to continue with compensation packages that are, in our opinion, very generous, and to implement contracts with increased change-in-control payouts. What has the Fission Board done? Acquiesced.
We have heard from many Fission shareholders - retail and institutional - over the past two months and it is clear to us that they have lost confidence in the direction of the Fission Board and Management. Now is the time to let them know how disappointed we are - time for shareholders to send the clear message that enough is enough. We continue to hope that the Company will listen to shareholders.
We encourage shareholders to vote WITHHOLD on ALL Management’s nominees, sending a message that change is needed. OverSight proposes that positive changes are needed, and would gladly take further action if shareholders support it.
ON BEHALF OF FCU OVERSIGHT CANADA INC.
/s/ “G.J. Gifford”
G. James Gifford, OEO