National Instrument 51-102 Filing


FROM THE FCU OVERSIGHT SEDAR FILING TUESDAY DECEMBER 2, 2015

FILING PURSUANT TO NATIONAL INSTRUMENT 51-102 SECTION 9.2(4)(c)


This filing is made pursuant to National Instrument 51-102 – “Continuous Disclosure Obligations”, Section

9.2(4)(c) – “Proxy Solicitation and Information Circulars - Exemptions from Sending Information Circular”.


(a) The name and address of the reporting issuer to which the solicitation relates:

Fission Uranium Corp. (“Fission”)

700 - 1620 Dickson Ave.

Kelowna, British Columbia

Canada V1Y 9Y2


(b) Revocability of Proxy - Information required under Item 2 of Part 2 of Form 51-102F5 –

“Information Circular”:

A registered holder of common shares of Fission that gives a proxy may revoke it:

(a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy, or as otherwise provided in Fission’s management information circular;

(b) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing, as the case may be: (i) with Computershare Trust Company of Canada, at any time, not less than 48 hours, excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia, preceding the Meeting or an adjournment or postponement thereof; (ii) at the registered office of Fission at any time up to and including the last business day preceding the Meeting or any adjournment or postponement thereof, or (iii) with the chairman of the Meeting prior to its commencement on the day of the Meeting or any adjournment or postponement thereof; or

(c) in any other manner permitted by law.


A non-registered holder of common shares of Fission will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the Meeting. (c) Persons Making the Solicitation - Information required under Items 3.2, 3.3 and 3.4 of Part 2 of Form 51-102F5 – “Information Circular”:

The solicitation is made by or on behalf of FCU Oversight Canada Inc. (“OverSight”) in connection with the upcoming annual general meeting of Fission shareholders to be held on December 15, 2015 (the “Meeting”).

The solicitation is not made by or on behalf of management of Fission. Proxies will be solicited pursuant to the press release attached hereto as Schedule “A” and pursuant to the “Letter to Shareholders” attached hereto as Schedule “B”.

Oversight may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. Any costs of solicitation will be borne by OverSight.

(d) Interest of Certain Persons or Companies in Matters to be Acted Upon - Information required under Items 5(b) and 5(d) of Part 2 of Form 51-102F5 – “Information Circular”:

The solicitation is made by or on behalf of FCU OverSight Canada Inc., the sole shareholder of which is Guy James Gifford (“Gifford”). Other than Gifford’s beneficial ownership of 126,099 common shares of Fission, as of the Record Date, neither FCU OverSight Canada Inc. nor its associates or affiliates have any material interest, direct or indirect, in any matter to be acted upon at the Meeting.

(e) Copy of any communication intended to be published:

The press release and “Letter to Shareholders” which constitute the communication intended to be published are attached hereto as Schedules “A” and “B”.