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ALPHA MINERALS INC.

NOTICE OF SPECIAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

FOR THE

SPECIAL MEETING OF SHAREHOLDERS, WARRANTHOLDERSAND OPTIONHOLDERS

TO BE HELD AT 10:00 A.M.ON NOVEMBER 28, 2013

AT THE ADDRESS OFPOINT GREY ROOM

MARRIOTT PINNACLE HOTEL1128 WEST HASTINGS STREET

VANCOUVER, BRITISH COLUMBIA, V6E 4R5

These materials are important and require your immediate attention. If you have questions or require assistance with voting your shares, you may contact Alpha’s proxy solicitation agent:

Laurel Hill Advisory Group

North American Toll-Free Number: 1-877-452-7184Banks Brokers or Collect Calls: 416-304-0211

Email: assistance@laurelhill.com

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October 29, 2013

Dear Shareholders, Warrantholders and Optionholders:

You are invited to attend a special meeting (the “Meeting”) of the shareholders (the “Alpha Shareholders”), warrantholders (“Alpha Warrantholders”) and the optionholders (the “Alpha Optionholders”) of Alpha Minerals Inc. (“Alpha”) to be held at the Point Grey Room, Marriott Pinnacle Hotel, 1128 West Hastings Street, Vancouver, British Columbia, V6E 4R5, on November 28, 2013 commencing at 10:00 a.m. (Vancouver time). The Meeting has been called to approve the Plan of Arrangement proposed by Alpha (the “Alpha Arrangement”), whereby Fission Uranium Corp. (“Fission”) will issue 5.725 shares of Fission and $0.0001 for each common share of Alpha and Alpha Shareholders will receive one share of a new public company (“Alpha Spinco”) for each two common shares of Alpha held by an Alpha Shareholder. As a result of the Alpha Arrangement, Fission will indirectly acquire Alpha’s 50% interest in the Patterson Lake South uranium project (“PLS”) and Alpha Spinco will acquire Alpha’s mineral exploration properties (other than PLS) and $3.0 million in cash.

The Alpha Board of Directors (the “Alpha Board”) recommends that the Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders vote FOR the Alpha

Arrangement.

After taking into consideration, among other things, the recommendation of a special committee of the board or directors of Alpha and the opinion of Raymond James Ltd. as to the fairness, from a financial point of view, to Alpha Shareholders (other than Fission and its affiliate), of the consideration to be received by Alpha Shareholders pursuant to the Alpha Arrangement, the Alpha Board has determined that the Alpha Arrangement is fair to Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders and is in the best interests of Alpha and has approved the Alpha Arrangement and authorized its submission to the Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders. Accordingly, the Alpha Board recommends that the Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders vote FOR the Alpha Arrangement. Detailed information regarding the Alpha Arrangement is contained in the attached Notice of Meeting and Management Information Circular.

Your vote is important regardless of the number of Alpha Shares, Alpha Warrants or Alpha Options to acquire Alpha Shares you own.

PLEASE VOTE YOUR SECURITIES TODAY.

The following is a summary of the principal reasons for the recommendation of the Alpha Board that Alpha Securityholders vote FOR the Arrangement Resolution:

• Consolidation of 100% of the PLS joint venture into one unified company, removing the current 50:50 ownership of the PLS Joint Venture, which will streamline decision-making and allow for other efficiencies;

• The larger public float of a combined company should benefit both sets of shareholders by increasing liquidity; and

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• Alpha Shareholders will continue to have exposure to Alpha’s non-core exploration assets through the creation of Alpha Spinco, a new public company which will hold approximately $3.0 million in cash.

If you have any questions or need any additional information, you should contact your professional advisors or you can contact Laurel Hill Advisory Group, Alpha’s proxy solicitation agent, toll-free at 1-877-452-7184, locally at 416-304-0211 or by email at assistance@laurelhill.com.

Sincerely

“Benjamin Ainsworth”

President, Chief Executive Officer & Director

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FREQUENTLY ASKED QUESTIONS ABOUT THE ALPHA ARRANGEMENT AND THE MEETING

Following are some questions that you, as a Alpha Shareholder, Alpha Warrantholder or AlphaOptionholder, may have relating to the Meeting and answers to those questions. These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Circular. You are urged to read this Circular in its entirety before making a decision related to your Alpha Shares, Alpha Warrants and AlphaOptions.

Q: What am I voting on?

A: You are being asked to consider and, if deemed advisable, to vote FOR the resolution approving the Alpha Arrangement between Alpha and Fission (the “Arrangement Resolution”), which provides for, among other things, Fission acquiring all of the issued and outstanding Alpha Class A Shares. Through the Alpha Arrangement, Alpha Shareholders will receive 5.725 New Fission Shares and a cash payment of $0.0001 and one-half of one Alpha Spinco Share in exchange for every Alpha Share held. Each outstanding Alpha Warrant held by an Alpha Warrantholder shall become a warrant to purchase 5.725 New Fission Shares at an exercise price equal to (x) the original exercise price of the Alpha Warrant minus (y) the fair market value of one-half of one Alpha Spinco Share at the Effective Date. Alpha Optionholders will ultimately receive anoption to purchase 5.725 New Fission Shares for each Alpha Option held, subject to an adjustment to the exercise price. You also are being asked to approve the transaction of any other business that may properly come before the Meeting or any adjournments or postponements of the Meeting.

Q: When and where is the Meeting?

A: The Meeting will take place on November 28, 2013 at 10:00 a.m. (Vancouver time), atPoint Grey Room, Marriott Pinnacle Hotel, 1128 West Hastings Street, Vancouver, British Columbia, V6E 4R5.

Q: Who is soliciting my proxy?

A: Your proxy is being solicited by management of Alpha. This Circular is furnished in connection with that solicitation. The solicitation of proxies for the Meeting will be made primarily by mail, and may be supplemented by telephone. Alpha has retained Laurel Hill Advisory Group (“Laurel Hill”) to assist it in connection with the Company’s communications with Shareholders. In connection with these services, Laurel Hill is expected to receive an estimated fee of approximately $30,000, plus out-of-pocket expenses.

Q: Who can attend and vote at the Meeting and what is the quorum for the Meeting?

A: Only Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders of record as of the close of business on October 23, 2013, the record date for the Meeting, are entitled to receive notice of and to attend, and vote at, the Meeting or any adjournment(s) or postponement(s) of the Meeting.

The quorum for the transaction of business at the Meeting will be two persons present in person, each being an Alpha Shareholder entitled to vote at the Meeting or a duly

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appointed proxyholder or representative for an Alpha Shareholder so entitled, holding not less than 5% of the outstanding Alpha Shares.

Q: How many Alpha Shares, Alpha Warrants and Alpha Options are entitled to vote?

A: As of October 23, 2013, there were 27,184,432 Alpha Shares, 2,046,543 Alpha Warrants and 2,140,000 Alpha Options outstanding and entitled to vote at the Meeting. You are entitled to one vote for each Alpha Share that you own, one vote for each Alpha Warrant that you own and one vote for each Alpha Option that you own.

Q: What will I receive in the Alpha Arrangement?

A: If the Alpha Arrangement is completed, Alpha Shareholders will be entitled to receive 5.725 New Fission Shares, a cash payment of $0.0001 and one-half of one AlphaSpinco Share for every one outstanding Alpha Share held. Each outstanding Alpha Warrant held by an Alpha Warrantholder shall become a warrant to purchase 5.725 New Fission Shares at an exercise price equal to (x) the original exercise price of the Alpha Warrant minus (y) the fair market value of one-half of one Alpha Spinco Share at the Effective Date. Alpha Optionholders will ultimately receive an option to purchase 5.725 New Fission Shares for each Alpha Option held, subject to an adjustment to the exercise price.

Q: What vote is required at the Meeting to approve the Arrangement Resolution?

A: In order to become effective, the Alpha Arrangement must be approved by: (a) a special resolution passed by at least a two-thirds majority of the votes cast by Alpha Shareholders at the Meeting and present in person or by proxy; (b) a special resolution passed by at least a two-thirds majority of the votes cast by Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders, voting as a single class, at the Meeting and present in person or by proxy; and (c) a majority of votes cast by Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders, voting separately by class, at the Meeting and present in person or by proxy, in each case excluding those votes cast in respect of Alpha Shares, Alpha Warrants and Alpha Options, as applicable, held by “related parties” who receive a “collateral benefit” (as such terms are defined in MI 61-101) as a consequence of the Alpha Arrangement.

Q: What if I return my proxy but do not mark it to show how I wish to vote?

A: If your proxy is signed and dated and returned without specifying your choice or is returned specifying both choices, your Alpha Shares, Alpha Warrants and Alpha Options will be voted FOR the Arrangement Resolution in accordance with the recommendation of the Alpha Board.

Q: When is the cut-off time for delivery of proxies?

A: Proxies must be delivered to Computershare Investor Services Inc., by mail to 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 or by fax to 1-866-249-7775 (North America toll free) or 1-416-263-0524 (international), not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment thereof. In this case, assuming no adjournment, the proxy-cut off time is 10:00 a.m. (Vancouver time) November 26, 2013. The Chair of the Meeting may waive the proxy-cut off time without notice.

Q: Can I change my vote after I submitted a signed proxy?

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A: Yes. If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by (a) attending the Meeting and voting in person if you were a Registered Alpha Shareholder at the Record Date; (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the head office of Alpha at Suite 408 - 1199 West Pender Street Vancouver, BC Canada V6E 2R1, or (d) in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 4:00 p.m. (Vancouver time) on the last Business Day before the day of the Meeting, or delivered to the person presiding at the Meeting before it commences.

Q: What are the recommendations of the Directors?

A: After taking into consideration, among other things, the recommendation of the Alpha Special Committee, the Court approval and the Fairness Opinion of Raymond JamesLtd., the directors have concluded that the Alpha Arrangement is in the best interests of Alpha and fair to the Alpha Shareholders, Alpha Warrantholders and AlphaOptionholders and recommend that Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders vote FOR the Arrangement Resolution to approve the Alpha Arrangement.

Q: Why are the Directors making this recommendation?

A: In reaching their conclusion that the Alpha Arrangement is fair to Alpha Shareholders and that the Alpha Arrangement is in the best interests of Alpha, the directors considered and relied upon a number of factors, including those described under the headings “The Meeting – The Alpha Arrangement — Reasons for the Alpha Arrangement” and “The Meeting – The Alpha Arrangement — Fairness Opinion” in this Circular.

Q: In addition to the approval of Alpha Securityholders, are there any other approvals required for the Alpha Arrangement?

A: Yes, the Alpha Arrangement requires the approval of the Court and also is subject to the receipt of certain regulatory approvals, including the approval of the TSXV. See “The Meeting – The Alpha Arrangement — Court Approval of the Alpha Arrangement” and “The Meeting – The Alpha Arrangement – Regulatory Approvals” in this Circular.

Q: Are Fission Shareholders required to approve the Alpha Arrangement?

A: The approval of Fission Shareholders is not required for the Alpha Arrangement.However, it is a condition to the Alpha Arrangement in favour of Fission that the Fission Shareholders shall have approved the Fission Arrangement.

Q: Do any Directors or executive officers of Alpha have any interests in the Alpha Arrangement that are different from, or in addition to, those of the Alpha Shareholders?

A: In considering the recommendation of the Alpha Board to vote in favour of the matters discussed in this Circular, Alpha Securityholders should be aware that some of the directors and executive officers of Alpha have interests in the Alpha Arrangement that are different from, or in addition to, the interests of Alpha Securityholders generally. See

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“The Meeting – The Alpha Arrangement – Interests of Certain Persons in the Alpha Arrangement” in this Circular.

Q: Will the Alpha Shares continue to be listed on the TSXV after the Alpha Arrangement?

A: No. Alpha will be de-listed from the TSXV shortly following completion of the Alpha Arrangement and Alpha will become a wholly-owned subsidiary of Fission. When the Alpha Arrangement is completed, former Alpha Shareholders will hold New FissionShares, which will be listed on the TSXV and Alpha Spinco Shares. An application to list the Alpha Spinco Shares on the TSXV will be made.

Q: Should I send my Alpha Share certificates now?

A: Yes. Although you are not required to send your certificates representing Alpha Shares to validly cast your vote in respect of the Arrangement Resolution, we encourage Registered Alpha Shareholders to complete, sign, date and return the enclosed Letter of Transmittal, together with their Alpha Share certificate(s), at least two Business Days prior to the effective date which will assist in arranging for the prompt exchange of their Alpha Shares if the Alpha Arrangement is completed.

Q: When can I expect to receive consideration for my Alpha Shares?

A: Assuming completion of the Alpha Arrangement, if you hold your Alpha Shares through an intermediary, then you are not required to take any action and the New FissionShares, cash consideration and Alpha Spinco Shares will be delivered to your intermediary through the procedures in place for such purposes between CDS & Co. or similar entities and such intermediaries. If you hold your Alpha Shares through an intermediary, you should contact your intermediary if you have questions regarding this process.

In the case of Registered Alpha Shareholders, as soon as practicable after the Effective Date, assuming due delivery of the required documentation, including the applicable Alpha Share certificates and a duly and properly completed Letter of Transmittal, Fissionwill cause the Depositary to forward certificates representing the New Fission Shares and a cheque in payment of the cash consideration to which the Registered AlphaShareholder is entitled by first class mail to the address of the Alpha Shareholder as shown on the register maintained by Computershare Investor Services Inc., unless the Alpha Shareholder indicates in the Letter of Transmittal that it wishes to pick up the certificate representing the New Fission Shares and the cheque in payment of the cash consideration.

Alpha Shareholders who do not deliver their Alpha Share certificates and all other required documents to the Depositary on or before the date which is six years after the Effective Date will lose their right to receive New Fission Shares and cash consideration for their Alpha Shares.

As soon as practicable after the Effective Date, Alpha Spinco shall cause to be issued to the registered holders of the Alpha Spinco Shares, certificates representing the number of Alpha Spinco Shares to which such holders are entitled following the Effective Date and shall cause such certificates to be delivered or mailed to such holders.

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See “The Meeting – The Alpha Arrangement – Procedure for Exchange of AlphaShares” in this Circular.

Q: How will the votes be counted?

A: Computershare Investor Services Inc., Alpha’s transfer agent, counts and tabulates the proxies. Proxies are counted and tabulated by the transfer agent in such a manner as to preserve the confidentiality of the voting instructions of Registered Alpha Shareholders,Alpha Warrantholders and Alpha Optionholders subject to a limited number of exceptions.

Q: How will I know when the Alpha Arrangement will be implemented?

A: The Effective Date will occur upon satisfaction or waiver of all of the conditions to the completion of the Alpha Arrangement. If the requisite level of approval is obtained at theMeeting, the Effective Date is expected to occur on or about December 6, 2013. On the Effective Date, Alpha and Fission will publicly announce that the conditions are satisfied or waived and that the Alpha Arrangement has been implemented.

Q: Are there risks I should consider in deciding whether to vote for the Arrangement Resolution?

A: Yes. Alpha Securityholders should carefully consider the risk factors relating to the Alpha Arrangement. Some of these risks include, but are not limited to: (i) the Arrangement Agreement may be terminated in certain circumstances, including in the event of an Alpha Material Adverse Effect or a Fission Material Adverse Effect; (ii) there can be no certainty that all conditions precedent to the Alpha Arrangement will be satisfied; (iii) Alpha will incur costs even if the Alpha Arrangement is not completed, and also may be required to pay the Alpha Termination Fee or Alpha Expense Fee to Fission; (iv) AlphaShareholders will receive a fixed number of New Fission Shares based on a fixed exchange ratio that was determined more than two months before the date of the Meeting and due to share price movement since then, the price of Fission Shares relative to Alpha Shares may have changed from the time when the exchange ratio was agreed; (v) directors and executive officers of Alpha may have interests in the Alpha Arrangement that are different from those of the Alpha Shareholders; (vi) the market price for Alpha Shares and New Fission Shares and Alpha Spinco Shares (if Alpha Spinco Shares are listed) may decline; (vii) Alpha, Alpha Spinco, Fission, the Depositary and any relevant intermediary may sell Alpha Spinco Shares or any other consideration received under the Alpha Arrangement on behalf of an Alpha Shareholder to meet Alpha’s withholding tax obligations (including any applicable interest and penalties) under applicable Laws arising as a result of any deemed dividend. Any such sales may negatively impact the trading price of the Alpha Spinco Shares (if listed); (viii) there is noguarantee that the Alpha Spinco Shares will be listed on the TSXV or that a market for such shares will develop; (ix) Alpha Spinco Shares may not be qualified investments under the Tax Act for a Registered Plan; (x) the Alpha Arrangement may be a taxable transaction for U.S. federal income tax purposes and, as a result, may result in adverse U.S. federal income tax consequences to U.S. Holders; and (xi) the issue of New FissionShares and Alpha Spinco Shares under the Alpha Arrangement and their subsequentsale may cause the market price, respectively of Fission Shares and Alpha Shares to decline from current or anticipated levels.

See “The Meeting – The Alpha Arrangement – Risks Associated with the Alpha Arrangement” in this Circular.

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Q: What are the Canadian federal income tax consequences of the Alpha Arrangement?

A: For a summary of certain Canadian federal income tax consequences of the Alpha Arrangement, see “Certain Canadian Federal Income Tax Considerations”. Such summary is not intended to be exhaustive nor is it intended to be legal or tax advice in connection with the Alpha Arrangement or to any particular Alpha Securityholder. AlphaSecurityholders should consult their own tax advisors as to the Canadian tax consequences of the Alpha Arrangement and with respect to their particular circumstances.

Q: What are the U.S. Federal income tax consequences of the Alpha Arrangement?

A: There has not been a review or analysis performed for purposes of determining potential U.S. federal income tax consequences in connection with the Alpha Arrangement. Alpha Securityholders should consult their own tax advisors as to the U.S. tax consequences of the Alpha Arrangement and with respect to their particular circumstances.

Q: Am I entitled to Dissent Rights?

A: The Interim Order provides the Registered Alpha Shareholders with Dissent Rights in connection with the Alpha Arrangement that will be available if the ArrangementResolution is approved by the Alpha Securityholders. Registered Alpha Shareholders considering exercising Dissent Rights should seek the advice of their own legal counsel and tax and investment advisors and should carefully review the description of such rights set forth in this Circular and the Interim Order, and comply with the provisions of the Dissent Rights, the full text of which is set out on Appendix D to this Circular. See “The Meeting – The Alpha Arrangement –Dissent Rights” in this Circular.

Q: What will happen to the Alpha Shares that I currently own after completion of the Alpha Arrangement?

A: Upon completion of the Alpha Arrangement, certificates representing Alpha Shares will represent only the right of the Registered Alpha Shareholder to receive consideration of 5.725 New Fission Shares, a cash payment of $0.0001 and one-half of one AlphaSpinco Share for every one Alpha Share held. Trading in Alpha Shares on the TSXV will cease and Alpha will terminate its status as a reporting issuer under Canadian securities laws and will cease to be required to file reports with the applicable Canadian Securities Administrators. Fission will continue to be listed on the TSXV. Alpha Spinco has applied to list the Alpha Spinco Shares on the TSXV.

Q: How does the Fission Arrangement relate to the Alpha Arrangement?

A: The Fission Arrangement and Alpha Arrangement are two separate statutory plans of arrangement that comprise a larger transaction whereby ownership of the PLS Propertywill be consolidated in Fission. Consolidation of the ownership of the PLS Property will be accomplished through the acquisition by Fission of all of the common shares of Alpha pursuant to the Alpha Arrangement. Additionally, prior to the acquisition of the Alpha common shares, both Alpha and Fission will spin out all of their mineral properties other than their interests in the PLS Property, plus $3.0 million to Alpha Spinco and Fission Spinco, respectively. Neither of the Fission Arrangement or Alpha Arrangement will be completed unless both are completed.

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NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the holders of common shares (“Alpha Shareholders”), warrants (“Alpha Warrantholders”) and options (“Alpha Optionholders”) of Alpha Minerals Inc. (“Alpha”) will be held at Point Grey Room, Marriott Pinnacle Hotel, 1128 West Hastings Street, Vancouver, British Columbia, V6E 4R5, on November 28, 2013 at 10:00 a.m. (Vancouver time) for the following purposes:

to consider pursuant to an interim order of Alberta Court of Queen’s Bench dated October 28, 2013 (the “Interim Order”) and, if thought advisable, to pass, with or without amendment, a special resolution (the “Arrangement Resolution”) approving an arrangement (the “Alpha Arrangement”) under section 193 of the Business Corporations Act (Alberta), the full text of which resolution is set forth in Appendix “A” to the accompanying Management Information Circular (the “Circular”); and

to transact such further or other business as may properly come before the Meeting or any adjournments thereof.

The Circular provides additional information relating to the matters to be addressed at the Meeting, including the Alpha Arrangement, and is deemed to form part of this Notice.

Registered Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders are entitled to vote at the Meeting either in person or by proxy. Registered Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders who are unable to attend the Meeting in person are encouraged to read, complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular. In order to be valid for use at the Meeting, proxies must be received by Computershare Investor Services Inc., at its office at 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or by fax number 1-866-249-7775, or by international fax number 1-416-263-9524 at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting. Please advise Alpha of any change in your mailing address.

If you are a non-registered shareholder, please refer to the section in the Circular entitled “General Proxy Information — Non-Registered Holders” for information on how to vote your Fission Shares.

Take notice that, pursuant to the Interim Order, each registered Alpha Shareholder, has been granted the right to dissent in respect of the Arrangement Resolution and, if the Alpha Arrangement becomes effective, to be paid the fair value of the common shares of Alpha in respect of which such registered Alpha Shareholder dissents in accordance with the dissent procedures contained in the Interim Order. To exercise such right, (a) a written notice of dissent with respect to the Arrangement Resolution from the registered Alpha Shareholder must be received by Alpha at its head office at Suite 408 – 1199 West Pender St., Vancouver BC V6E 2R1, to be actually received not later than 4:00 p.m. (Vancouver time) on November 25, 2013, or if the Meeting is adjourned, not later than 4:00 p.m. on the date which is two clear business days prior to the date of the adjourned Meeting, and (b) the registered Alpha Shareholder must have otherwise complied with the dissent procedures in the Interim Order. The right to dissent is described in the Circular and the text of the Interim Order is set forth in Appendix “D” to the Circular.

Failure to strictly comply with the requirements set forth in the Interim Order may result in the loss of any right of dissent.

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DATED at Vancouver, British Columbia this 29th day of October, 2013.

BY ORDER OF THE BOARD OF DIRECTORS OF ALPHA MINERAS INC.

“Benjamin Ainsworth”President, Chief Executive Officer and Director

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TABLE OF CONTENTS

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR...........................................1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS ..........1

NOTE TO UNITED STATES SECURITYHOLDERS ...................................................................4

CURRENCY AND EXCHANGE RATES......................................................................................7

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES ...............................................7

GLOSSARY OF TERMS.............................................................................................................8

SUMMARY ...............................................................................................................................23The Meeting ..................................................................................................................23Record Date ..................................................................................................................23Purpose of the Meeting .................................................................................................23Principal Steps to the Alpha Arrangement .....................................................................23Alpha Pre-Spinout Reorganization.................................................................................23The Alpha Arrangement ................................................................................................24Fission Arrangement .....................................................................................................25Background to the Alpha Arrangement ..........................................................................27Recommendation of the Alpha Board ............................................................................28Reasons for the Alpha Arrangement..............................................................................28Fairness Opinion ...........................................................................................................30Alpha Voting Agreements..............................................................................................30Fission, Alpha and Alpha Spinco ...................................................................................30Unaudited Pro Forma Consolidated Financial Statements of Fission and Alpha Spinco 31Conditions to the Alpha Arrangement ............................................................................31Non-Solicitation of Acquisition Proposals.......................................................................32Termination of Arrangement Agreement........................................................................32Procedure for Exchange of Securities............................................................................34Cancellation of Rights After Six Years ...........................................................................36Dissent Rights ...............................................................................................................36Income Tax Considerations ...........................................................................................36Court Approval ..............................................................................................................37Regulatory Law Matters and Securities Law Matters .....................................................38Risk Factors ..................................................................................................................40

GENERAL PROXY INFORMATION..........................................................................................42Solicitation of Proxies ....................................................................................................42How a Vote is Passed ...................................................................................................42Who can Vote?..............................................................................................................42Appointment of Proxies .................................................................................................43What is a Proxy? ...........................................................................................................43Appointing a Proxyholder ..............................................................................................43Instructing your Proxy and Exercise of Discretion by your Proxy ...................................43Changing your mind ......................................................................................................44Non-Registered Holders ................................................................................................44Voting Securities and Principal Holders .........................................................................45

THE MEETING — THE ARRANGEMENT ................................................................................45Pre-Closing Reorganization...........................................................................................46Alpha Pre-Spinout Reorganization.................................................................................46Principal Steps of the Alpha Arrangement .....................................................................46

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Recommendation of the Alpha Board ............................................................................51Reasons for the Alpha Arrangement..............................................................................52Fairness Opinion ...........................................................................................................53Treatment of Alpha Options and Alpha Warrants...........................................................54Approval of Arrangement Resolution .............................................................................54Alpha Voting Agreements..............................................................................................55Completion of the Alpha Arrangement...........................................................................55Procedure for Exchange of Securities............................................................................55No Fractional Shares to be Issued.................................................................................57Cancellation of Rights after Six Years............................................................................58Effects of the Arrangement on Alpha Shareholders' Rights ...........................................58Court Approval of the Arrangement ...............................................................................58Regulatory Approvals ....................................................................................................59Regulatory Law Matters and Securities Law Matters .....................................................60Fees and Expenses.......................................................................................................65Interests of Certain Persons in the Arrangement ...........................................................65The Arrangement Agreement ........................................................................................66Risks Associated with the Alpha Arrangement...............................................................84Dissent Rights ...............................................................................................................87

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS......................................89Residents of Canada.....................................................................................................91Non-Residents of Canada ...........................................................................................100

INFORMATION CONCERNING FISSION...............................................................................103

INFORMATION CONCERNING ALPHA .................................................................................103

INFORMATION CONCERNING ALPHA SPINCO...................................................................103

OTHER INFORMATION .........................................................................................................103

INTEREST OF EXPERTS.......................................................................................................104

APPROVAL OF DIRECTORS.................................................................................................106

APPENDICES

A ARRANGEMENT RESOLUTION

B ALPHA PLAN OF ARRANGEMENT

C FAIRNESS OPINION

D COURT MATERIALS

E INFORMATION CONCERNING FISSION

F INFORMATION CONCERNING ALPHA SPINCO

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INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

The information contained in this Circular, unless otherwise indicated, is given as of October 29, 2013.

No person has been authorized to give any information or to make any representation in connection with the matters being considered herein other than those contained in this Circular and, if given or made, such information or representation should be considered or relied upon as not having been authorized. This Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer of proxy solicitation. Neither the delivery of this Circular nor any distribution of securities referred to herein shall, under any circumstances, create any implication that there has been no change in the information set forth herein since the date of this Circular.

Information contained in this Circular should not be construed as legal, tax or financial advice and Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders are urged to consult their own professional advisors in connection with the matters considered in this Circular.

The Alpha Arrangement has not been approved or disapproved by any securities regulatory authority, nor has any securities regulatory authority passed upon the fairness or merits of the Alpha Arrangement or upon the accuracy or adequacy of the information contained in this Circular and any representation to the contrary is unlawful.

Information Contained in this Circular regarding Fission

The information concerning Fission, its affiliates and the Fission Shares contained in this Circular and all Fission documents filed by Fission with a securities commission or similar authority in Canada that are incorporated by reference herein have been provided by Fission for inclusion in this Circular. In the Arrangement Agreement, Fission provided a covenant to Alphathat it would ensure that no information provided by it for the preparation of this Circular will include any untrue statement of a material fact or omit to state a material fact required to be stated in the Circular in order to make any information so furnished or any information concerning Fission not misleading in light of the circumstances in which it is disclosed and shall constitute full, true and plain disclosure of such information concerning Fission. Although Alphahas no knowledge that would indicate any statements contained herein relating to Fission, its affiliates or the Fission Shares taken from or based upon such information provided by Fissionare untrue or incomplete, neither Alpha nor any of its officers or directors assumes any responsibility for the accuracy or completeness of the information relating to Fission, its affiliates or the Fission Shares, or for any failure by Fission to disclose facts or events that may have occurred or may affect the significance or accuracy of any such information but which are unknown to Alpha.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS

This Circular and the documents incorporated into this Circular by reference, contain "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of the applicable Canadian securities legislation (forward-looking information and forward-looking statements being collectively herein after referred to as "forward-looking statements") that are based on expectations, estimates and projections as at the date of this Circular or the dates of the documents incorporated herein by reference, as applicable. These forward-looking statements include but are not limited to

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statements and information concerning: the Alpha Arrangement and the Fission Arrangement; covenants of Alpha, Alpha Spinco and Fission; the timing for the implementation of the Alpha Arrangement and the Fission Arrangement and the potential benefits of the Alpha Arrangement; the likelihood of the Alpha Arrangement and the Fission Arrangement being completed; principal steps of the Alpha Arrangement and the Fission Arrangement; statements made in, and based upon, the Fairness Opinion; statements relating to the business and future activities of, and developments related, to Alpha, Alpha Spinco and Fission after the date of this Circular and prior to the Effective Time and to and of Fission and Alpha Spinco after the Effective Time; Alpha Securityholder Approval and Court approval of the Alpha Arrangement; regulatory approval of the Alpha Arrangement; listing of the Alpha Spinco Shares on the TSXV; market position, and future financial or operating performance of Fission, Alpha, or Alpha Spinco; participation of Alpha Shareholders in the Alpha Spinco Properties; participation by AlphaShareholders in the PLS Property through Fission; liquidity of New Fission Shares and AlphaSpinco Shares following the Effective Time; statements based on the unaudited pro forma financial statements attached as Schedule 5 to Appendix "E" and Schedule 4 to Appendix "F" to this Circular; continuity in developing the PLS Property; ability of Fission to develop the PLS Property; ability of Alpha Spinco to develop the Alpha Spinco Properties; anticipated developments in operations; the future price of metals; the timing and amount of estimated future production; costs of production and capital expenditures; mine life of mineral projects, the timing and amount of estimated capital expenditure; costs and timing of exploration and development and capital expenditures related thereto; operating expenditures; success of exploration activities, estimated exploration budgets; currency fluctuations; requirements for additional capital; government regulation of mining operations; environmental risks; unanticipated reclamation expenses; title disputes or claims; limitations on insurance coverage; the timing and possible outcome of pending litigation in future periods; the timing and possible outcome of regulatory and permitted matters; goals; strategies; future growth; planned exploration activities and planned future acquisitions; the adequacy of financial resources; and other events or conditions that may occur in the future.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might", or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward- looking statements and are intended to identify forward-looking statements, which include statements relating to, among other things, the ability of Alpha, Alpha Spinco, Fission or Fission Spinco to continue to successfully compete in the market.

These forward-looking statements are based on the beliefs of Alpha's and Fission's management, as the case may be, as well as on assumptions, which such management believes to be reasonable based on information currently available at the time such statements were made. However, there can be no assurance that the forward-looking statements will prove to be accurate. Such assumptions and factors include, among other things, the satisfaction of the terms and conditions of the Alpha Arrangement and the Fission Arrangement, including the approval of the Alpha Arrangement and the Fission Arrangement and their fairness by the Court, and the receipt of the required governmental and regulatory approvals and consents.

By their nature, forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Alpha, Fission or Alpha Spinco to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

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Forward-looking statements are subject to a variety of risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation: the Arrangement Agreement may be terminated in certain circumstances; general business, economic, competitive, political, regulatory and social uncertainties; uranium price volatility; uncertainty related to mineral exploration properties; risks related to the ability to finance the continued exploration of mineral properties; risks related to Alpha and Alpha Spinco not having any proven or provable mineral reserves; history of losses of Alpha and expectation of future losses for Alpha Spinco and Fission; risks related to factors beyond the control of Alpha, Fission or Alpha Spinco; limited business history of Alpha Spinco; risks and uncertainties associated with exploration and mining operations; risks related to the ability to obtain adequate financing for planned development activities; lack of infrastructure at mineral exploration properties; risks and uncertainties relating to the interpretation of drill results and the geology, grade and continuity of mineral deposits; uncertainties related to title to mineral properties and the acquisition of surface rights; risks related to governmental regulations, including environmental laws and regulations and liability and obtaining permits and licences; future changes to environmental laws and regulations; unknown environmental risks for past activities; commodity price fluctuations; risks related to reclamation activities on mineral properties; risks related to political instability and unexpected regulatory change; currency fluctuations and risks associated with a fixed exchange ratio; influence of third party stakeholders; conflicts of interest; risks related to dependence on key individuals; risks related to the involvement of some of the directors and officers of Alpha, Fission and Alpha Spinco with other natural resource companies; enforceability of claims; the ability to maintain adequate control over financial reporting; risks related to the common shares of Alpha, Fission and Alpha Spinco, including price volatility due to events that may or may not be within such parties' control; disruptions or changes in the credit or security markets; risks related to international operations; risks related to joint venture operations; actual results of current exploration activities; reserve and resource estimate risk; actual results of current reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labour costs or other costs of production; labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; the ability to renew existing licenses or permits or obtain required licenses and permits; increased infrastructure and/or operating costs; risks of not meeting production and cost forecasts; discrepancies between actual and estimated production; mineral reserves and resources and metallurgical recoveries; mining operational and development risk; litigation risks; risks of sovereign investment and operating in foreign countries; foreign countries' regulatory requirements; speculative nature of uranium exploration; risks related to directors and officers of Alphapossibly having interests in the Alpha Arrangement that are different from other AlphaSecurityholders; risks relating to the possibility that more than 5% of Alpha Shareholders may exercise their dissent rights in respect of the Alpha Arrangement; risks relating to the possibility that more than 5% of Fission Shareholders may exercise their dissent rights in respect of the Fission Arrangement; risks related to instability in the global economic climate; dilutive effects to Alpha Shareholders; risks related to the ability to complete acquisitions; risks related to the ability of Fission and Alpha Spinco to find appropriate joint venture partners; environmental risks; community and non-governmental actions and regulatory risks.

This list is not exhaustive of the factors that may affect any of forward-looking statements of Alpha, Fission and Alpha Spinco. Forward-looking statements are statements about the future and are inherently uncertain. Actual results could differ materially from those projected in the forward-looking statements as a result of the matters set out or incorporated by reference in this Circular generally and certain economic and business factors, some of which may be beyond the control of Alpha, Fission and Alpha Spinco. Some of the important risks and uncertainties

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that could affect forward-looking statements are described further under the heading "The Meeting – The Alpha Arrangement – Risks Associated with the Alpha Arrangement" and in Appendices "E" and "F" to this Circular under the respective headings "Information Concerning Fission - Risk Factors" and "Information Concerning Alpha Spinco - Risk Factors" and in other documents incorporated by reference in this Circular. Alpha, Fission and Alpha Spinco do not intend, and do not assume any obligation, to update any forward-looking statements, other than as required by applicable law. For all of these reasons, Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders should not place undue reliance on forward-looking statements.

NOTE TO UNITED STATES SECURITYHOLDERS

THE ALPHA ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ALPHA ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE IN THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ALPHA ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The New Fission Shares and Alpha Spinco Shares issuable to Alpha Shareholders in exchange for their Alpha Shares pursuant to the Alpha Arrangement, and the Replacement FissionOptions issuable to Alpha Optionholders in exchange for their Alpha Options pursuant to the Alpha Arrangement, have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and are being issued in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(10) thereof on the basis of the approval of the Court, and similar exemptions from registration under applicable state securities laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Alpha Arrangement will be considered. The Court issued the Interim Order on October 28, 2013 and, subject to the approval of the Alpha Arrangement by the Alpha Shareholders, Alpha Warrantholders and the Alpha Optionholders, a hearing on the Alpha Arrangement will be held on November 29, 2013 at 10:00 a.m. (Calgary Time) at Calgary Courts Centre, 601 - 5 Street SW, Calgary, Alberta, Calgary, Alberta, Canada. All Alpha Shareholders, Alpha Warrantholdersand Alpha Optionholders are entitled to appear and be heard at this hearing. The Final Order will constitute a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the New Fission Shares and the Alpha Spinco Shares issuable to Alpha Shareholders in exchange for their Alpha Shares pursuant to the Alpha Arrangement and with respect to the Replacement Fission Options issuable to AlphaOptionholders in exchange for their Alpha Options pursuant to the Alpha Arrangement. Prior to the hearing on the Final Order, the Court will be informed of this effect of the Final Order. See "The Meeting - The Alpha Arrangement - Regulatory Law Matters and Securities Law Matters".

The solicitation of proxies made pursuant to this Circular is not subject to the requirements of Section 14(a) of the Exchange Act. Accordingly, this Circular has been prepared in accordance with disclosure requirements applicable in Canada, and the solicitations and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer

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in accordance with Canadian corporate and securities laws. Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and to proxy statements under the Exchange Act.

Without limiting the foregoing, information concerning the mineral properties of Alpha, Fissionand Alpha Spinco has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of securities laws of the United States applicable to U.S. companies subject to the reporting and disclosure requirements of the SEC. Under SEC standards, mineralization may generally not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time of the reserve determination, and the SEC does not recognize the reporting of mineral deposits which do not meet the SEC Industry Guide 7 definition of "reserve". In accordance with NI 43-101, the terms "mineral reserve", "proven mineral reserve", "probable mineral reserve", "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" used in this Circular or in the documents incorporated by reference in this Circular are defined in the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") Definition Standards for Mineral Resources and Mineral Reserves adopted by the CIM Council, as amended. While the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" are recognized and required by NI 43-101, the SEC does not recognize them. AlphaU.S. Securityholders are cautioned that, except for that portion of the mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic value. Inferred mineral resources have a high degree of uncertainty as to their existence as to whether they can be economically or legally mined. Under Canadian securities laws, estimates of inferred mineral resources may not form the basis of an economic analysis. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Therefore, Alpha U.S. Securityholders are cautioned not to assume that all or any part of an inferred mineral resource exists, that it can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, Alpha U.S. Securityholders are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be upgraded to mineral reserves.

The financial statements and other financial information included or incorporated by reference in this Circular have been prepared in accordance with IFRS and are subject to Canadian auditing and auditor independence standards and thus may not be comparable to financial statements prepared in accordance with United States generally accepted accounting principles and United States auditing and auditor independence standards.

Alpha Securityholders should be aware that the acquisition by Alpha Shareholders of the New Fission Shares and Alpha Spinco Shares, and the acquisition by Alpha Optionholders of the Replacement Fission Options, pursuant to the Alpha Arrangement described herein may have tax consequences both in the United States and in Canada. There has not been a review or analysis performed for purposes of determining any potential U.S. tax consequences to a U.S. Holder in connection of the Alpha Arrangement. Alpha Securityholders who are resident in, or citizens of, the United States are urged to consult their own tax advisors to determine the U.S. tax consequences to them of the Alpha Arrangement and in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction.

The enforcement by investors of civil liabilities under United States securities laws may be affected adversely by the fact that each of Alpha, Fission and Alpha Spinco is incorporated or organized outside the United States, that some or all of their respective officers and directors

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and the experts named herein are residents of a country other than the United States, and that all or a portion of the assets of each of Alpha, Fission and Alpha Spinco and of said persons are located outside the United States. As a result, it may be difficult or impossible for Alpha U.S. Securityholders to effect service of process within the United States upon Alpha, Fission and Alpha Spinco, their respective officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States. In addition, Alpha U.S. Securityholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States.

The New Fission Shares and Alpha Spinco Shares to be received by Alpha Shareholders pursuant to, and upon completion of, the Alpha Arrangement may be resold without restriction under the U.S. Securities Act, except by persons who are “affiliates” of Fission or Alpha Spinco, as applicable, after the Effective Date, or were "affiliates" of Fission or Alpha Spinco, as applicable, within 90 days prior to the Effective Date. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such New Fission Shares or Alpha Spinco Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act and applicable state securities laws, absent an exemption therefrom. See "The Meeting - The Alpha Arrangement - Regulatory Law Matters and Securities Law Matters".

The exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof does not exempt the issuance of securities upon the exercise of securities that were previously issued pursuant to Section 3(a)(10) of the U.S. Securities Act. Therefore, the Fission Shares issuable upon exercise of the Replacement Fission Options to be received by Alpha Optionholders pursuant to the Alpha Arrangement may not be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and the Replacement Fission Options may be exercised only pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Prior to the issuance of New Fission Shares pursuant to any such exercise, Fission may require evidence (which may include an opinion of counsel) reasonably satisfactory to Fission to the effect that the issuance of such New Fission Shares does not require registration under the U.S. Securities Act or applicable state securities laws.

New Fission Shares received upon exercise of the Replacement Fission Options by holders in the United States or who are U.S. Persons will be "restricted securities", as such term is defined in Rule 144, and may not be resold unless such securities are registered under the U.S. Securities Act and all applicable state securities laws or unless an exemption from such registration requirements is available.

No broker, dealer, salesperson or other person has been authorized to give any information or make any representation other than those contained in this Circular and, if given or made, such information or representation must not be relied upon as having been authorized by Alpha, Fission or Alpha Spinco.

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CURRENCY AND EXCHANGE RATES

Unless otherwise indicated herein, references to "$", "C$" or "Canadian dollars" are to Canadian dollars, and references to "US$" or "U.S. dollars" are to United States dollars.

The following table sets out: (i) the rates of exchange for one U.S. dollar expressed in Canadian dollars in effect at the end of the periods indicated; (ii) the average rates of exchange for such periods; and (iii) the highest and lowest rates of exchange during such periods, based on the closing rates of exchange as quoted by the Bank of Canada.

Year Ended December 31, 2012

2010 2011 2012

High 0.99 0.945 0.971

Low 1.084 1.065 1.044

Average 1.029 0.989 0.999

Period End 0.9946 1.017 0.994

On October 28, 2013, the closing exchange rate for one United States dollar expressed in Canadian dollars as reported by the Bank of Canada was $1.0455.

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

The historical financial statements of Alpha attached to this Circular are reported in Canadian dollars and have been prepared in accordance with IFRS. The historical financial statements of Fission incorporated by reference in this Circular are reported in Canadian dollars and have been prepared in accordance with IFRS.

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GLOSSARY OF TERMS

In this Circular and accompanying Notice of Meeting, unless there is something in the subject matter inconsistent therewith, the following terms shall have the respective meanings set out below, words importing the singular number shall include the plural and vice versa and words importing any gender shall include all genders.

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“ABCA” means the Business Corporations Act (Alberta), RSA 2000, Ch. B-9.

"Acquisition Proposal" means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only a Party and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry from any Person or group of Persons, whether or not in writing and whether or not delivered to the shareholders of a Party, after the date hereof relating to: (a) any acquisition or purchase, direct or indirect, of: (i) the assets of that Party and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of that Party and its Subsidiaries, taken as a whole, or which contribute 20% or more of the consolidated revenue of a Party and its Subsidiaries, taken as a whole, or (ii) 20% or more of any voting or equity securities of that Party or any one or more of its Subsidiaries that, individually or in the aggregate, contribute 20% or more of the consolidated revenues or constitute 20% or more of the consolidated assets of that Party and its Subsidiaries, taken as a whole; (b) any take-over bid, tender offer or exchange offer that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of that Party; or (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving that Party and/or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or revenues, as applicable, of that Party and its Subsidiaries, taken as a whole.

"affiliate" has the meaning ascribed thereto in the Securities Act.

"Alpha Arrangement" means the arrangement under the provisions of Section 193 of the ABCA on the terms and subject to the conditions set out in the Alpha Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangment Agreement or the Alpha Plan of Arrangement or made at the direction of the Court in the Alpha Final Order (provided that any such amendment or variation is acceptable to both Alpha and Fission, each acting reasonably).

“Alpha Articles of Arrangement”

means the articles of arrangement of Alpha in respect of the Alpha Arrangement required under subsection 193(10) of the ABCA to be filed with the Registrar giving effect to the Alpha Arrangement.

“Alpha Assumption Agreement”

means the agreement to be entered into between Alpha and Alpha Spinco pursuant to which Alpha Spinco will assume the Assumed Alpha Spinco Liabilities.

“Alpha Class A Shares”

means the unlimited class A common shares without par value of Alpha created in accordance with the Alpha Plan of Arrangement.

“Alpha Expense Fee” means $1,000,000.

“Alpha Final Order” means the final order of the Court pursuant to Section 193 of the

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ABCA, in a form acceptable to Alpha and Fission, each acting reasonably, approving the Alpha Arrangement, as such order may be amended by the Court (with the consent of both Alpha and Fission, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both Alpha and Fission, each acting reasonably) on appeal.

“Alpha Interim Order” means the interim order of the Court made pursuant to Section 193 of the ABCA, in a form acceptable to Alpha and Fission, each acting reasonably, providing for, among other things, the calling and holding of the Alpha Meeting, as the same may be amended by the Court (with the consent of Alpha and Fission, each acting reasonably).

“Alpha Lease” means that certain lease agreement, by and between Alpha and Wertman Development Corporation, as amended or modified, regarding the office lease at Suite 408 - 1199 West Pender Street Vancouver, British Columbia.

“Alpha Locked-up Shareholders”

means Pinetree Resource Partnership, 1313366 Ontario Inc.,The K2 Principal Fund L.P., Garrett Ainsworth, Charles Roy, James Yates, Warren Stanyer, Kurt Bordian, Michael Gunning, Alan Graham and Ben Ainsworth, who together hold 3,142,866 Alpha Shares, 1,830,000 Alpha Options and 795,333 Alpha Warrants.

“Alpha Material Adverse Effect”

means any one or more changes, effects, events, occurrences or states of fact, either individually or in the aggregate, that is, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of Alpha and its Subsidiary taken as a whole, other than changes, effects, events, occurrences or states of fact resulting from: (a) a change in the market price of the Alpha Shares following and reasonably attributable to the public announcement of the execution of the Arrangement Agreement and the transactions contemplated hereby, (b) any changes affecting the global uranium mining industry generally; (c) any change in the market price of uranium; (d) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (e) any change in IFRS occurring after the date hereof; (f) any change in applicable Laws or in the interpretation thereof by any Governmental Entity occurring after September 17, 2013; (g) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism; or (h) any natural disaster, provided, however, that with respect to clauses (b) to (h), such changes do not relate primarily to Alpha and its Subsidiary, taken as a whole, or does not have a disproportionate effect on Alpha and its Subsidiary, taken as a whole, compared to other companies of similar size operating in the uranium mining industry and references in the Arrangement Agreement to dollar amounts are not intended to be

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and shall not be deemed to be illustrative or interpretative for purposes of determining whether a “Alpha Material Adverse Effect” has occurred.

“Alpha Option Plan” means the 2013 stock option plan of Alpha, approved by Alpha Shareholders on July 23, 2013.

“Alpha Options” means the outstanding options to purchase Alpha Shares granted under an Alpha Option Plan.

“Alpha Optionholders” means the holders of Alpha Options.

“Alpha Plan of Arrangement”

means the plan of arrangement of Alpha, substantially in the form set out in Appendix B to this Circular, and any amendments or variations thereto made in accordance with the Arrangement Agreement, the Alpha Plan of Arrangement or upon the direction of the Court in the Final Order with the consent of Alpha and Fission, each acting reasonably.

“Alpha Related Assets”

means all Contracts, Permits, Environmental Permits, intellectual property, business information (other than financial books and records), geological, geophysical and other technical information, data, records, reports and studies exclusively related to any Alpha Spinco Property (but excluding all such assets related to the PLS Property), marketable securities held by Alpha as of September 2, 2013 and fixtures, furnishings, equipment, computer equipment ordinarily located at Alpha’s office in Vancouver, British Columbia and storage facilities located in Saskatoon, Saskatchewan and Lumby, British Columbia.

“Alpha Retained Liabilities”

means all debts, obligations and liabilities of Alpha related to the PLS Property, obligations and liabilities of Alpha related to general and administrative expenses, as well as the Alpha Severance Obligation.

“Alpha Securityholders”

means the Alpha Shareholders, the Alpha Optionholders and the Alpha Warrantholders.

“Alpha Shareholders” means the holders of Alpha Shares.

“Alpha Shares” means common shares in the authorized capital of Alpha as currently constituted.

“Alpha Special Committee”

means the independent committee of the Alpha Board.

“Alpha Spinco” means Alpha Exploration Inc.

“Alpha Spinco Obligations”

means all obligations and liabilities of any type whatsoever (including contingent or absolute obligations, and future obligations) of Alpha related to (x) the Alpha Spinco Properties, including the Employee Obligations and Environmental Liabilities related to the Alpha Spinco Properties, (y) the Alpha Lease, or (z) the Alpha Related Assets.

“Alpha Spinco Properties”

means the properties and assets listed in Exhibit I to the Alpha Plan of Arrangement.

“Alpha Spinco Purchase and Sale

means the agreement to be entered into between Alpha and Alpha Spinco pursuant to which Alpha Spinco acquires Alpha’s interest in the Alpha Spinco Properties, the Alpha Lease and all Alpha Related

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Agreement” Assets.

“Alpha Spinco Shares”

means the common shares in the capital of Alpha Spinco.

“Alpha Spinout” means the transfer of Alpha Spinco Shares pursuant to the Alpha Plan of Arrangement.

“Alpha Termination Fee”

means $6,000,000.

“Alpha TSXV Approval”

means the conditional approval of the TSXV in respect of the Alpha Arrangement received on October 9, 2013.

“Alpha Warrant Certificates”

means the certificates representing the Alpha Warrants.

“Alpha Warrants” means the outstanding warrants to purchase Alpha Shares.

"Alpha U.S. Securityholders"

means Alpha Securityholders in the United States.

“Alpha Voting Agreements”

means the voting agreements (including all amendments thereto) between Fission and the Alpha Locked-up Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their Alpha Shares in favour of the Alpha Arrangement.

"Arrangement Agreement”

means the Arrangement Agreement dated as of September 17, 2013 among Alpha and Fission, together with the schedules thereto, the Alpha Disclosure Letter (as such term is defined therein), the schedules to the Alpha Disclosure Letter, the Fission Disclosure Letter (as such term is defined therein) and the schedules to the Fission Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time.

“Arrangement Resolution”

means the special resolution of the Alpha Securityholders to be considered at the Meeting, substantially in the form of Appendix "A" hereto.

"Assumed Alpha Spinco Liabilities"

means the accounts payable, and all other debts and amounts owing by Alpha in respect of the Alpha Spinco Properties on the day prior to the Effective Date.

"Assumed Fission Spinco Liabilities”

means the accounts payable, and all other outstanding debts and amounts owing by Fission in respect of the Fission Spinco Properties on the day prior to the effective date of the Fission Plan of Arrangement.

"BCSC" means the British Columbia Securities Commission.

"Business Day" means any day that is not a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario, or Vancouver, British Columbia.

"Canadian Securities Administrators"

means the voluntary umbrella organization of Canada's provincial and territorial securities regulators.

"CBCA" means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended.

"Certificate of means the certificate giving effect to the Alpha Arrangement issued

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Arrangement" by the Registrar pursuant to Section 267 of the ABCA.

"Circular" means, collectively, the Notice of Special Meeting and this Management Information Circular of Alpha, including all appendices hereto, sent to Alpha Securityholders in connection with the Meeting.

"Claims" means any demand, action, cause of action, investigation, inquiry, suit, proceeding, claim, complaint, arbitration, charge, prosecution, assessment or reassessment, including any appeal or application for review, judgment, arbitration award, grievance, settlement or compromise.

"Consideration" means the consideration to be received by the Alpha Shareholders (other than a Dissenting Shareholder) pursuant to the Alpha Plan of Arrangement as consideration for their Alpha Class A Shares, consisting of 5.725 New Fission Shares and a cash payment of $0.0001 for each Alpha Class A Share.

“Consideration Shares”

means the New Fission Shares to be issued pursuant to the Alpha Arrangement.

"Contracts" means any contract, agreement, license, franchise, lease, arrangement or other right or obligation to which Alpha or any of its subsidiaries is a party or by which Alpha or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

"Court" means the Alberta Court of Queen’s Bench.

"CRA" means the Canada Revenue Agency.

"Depositary" means Kingsdale Shareholders Services Inc., which has been appointed by Alpha and Fission as depositary for the purpose of, among other things, receiving Letters of Transmittal and distributing certificates representing New Fission Shares to former Alpha Shareholders under the Arrangement.

“Director” means the Director appointed pursuant to Section 260 of the CBCA.

“Dissent Notice” means a written objection to the Arrangement Resolution by a Registered Alpha Shareholder in accordance with the Dissent Procedures.

“Dissent Procedures” means the dissent procedures described in this Circular under the heading "The Meeting - The Arrangement - Dissent Rights".

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Alpha Plan of Arrangement.

“Dissenting Resident Shareholders”

has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Dissenting Shareholders.”

“Dissent Shares” means Alpha Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has duly and validly exercised the Dissent Rights in accordance with the Dissent Procedures.

“DissentingShareholder”

means a Registered Alpha Shareholder who duly and validly exercised Dissent Rights in accordance with the Dissent Procedures.

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“Effective Date” means the date upon which all of the conditions to completion of the Alpha Arrangement as set forth in the Arrangement Agreement have been satisfied or waived and all documents agreed to be delivered under the Arrangement Agreement have been delivered to the satisfaction of the Parties, each acting reasonably, which will be the date shown in the Certificate of Arrangement.

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date or such other time on the Effective Date as may be agreed in writing by Fission and Alpha.

“Elected Amount” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Exchange of Alpha Class A Shares for New Fission Shares and Cash – Section 85 Election”.

“Eligible Shareholder” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations – Residents of Canada - Exchange ofAlpha Class A Shares for New Fission Shares and Cash – Section85 Election”.

“Eligible Institution” means a Canadian Schedule I Chartered Bank, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP).

“Employee Obligations”

has the meaning attributed thereto under the following heading in this Circular: “The Arrangement Agreement – Other Covenants –Employee Obligations.”

“Environmental Laws” means all Laws, imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the regulation or control of pollution, contamination, activities, materials, substances or wastes in connection with or for the protection of human health or safety, theenvironment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic species and vegetation); or (b) the use, generation, disposal, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances.

“Environmental Liabilities”

means, with respect to any Person, all liabilities, obligations, responsibilities, responses, losses, damages, punitive damages, property damages, consequential damages, treble damages, costs (including control, remedial and removal costs, investigation costs, capital costs, operation and maintenance costs), expenses, fines, penalties and sanctions incurred as a result of or related to any claim, suit, action, administrative or court order, investigation, proceeding or demand by any Person, arising under or related to any Environmental Laws, Environmental Permits, or in connection with any: (a) Release or threatened Release or presence of a Hazardous Substance; (b) tank, drum, pipe or other container that contains or contained a Hazardous Substance; or (c) use, generation, disposal, treatment, processing, recycling, handling, transport, transfer, import,

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export or sale of Hazardous Substance.

“Environmental Permits”

means all Permits or program participation requirements with or from any Governmental Entity under any Environmental Laws.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended and the rules and regulations promulgated from time to time thereunder.

“Fairness Opinion” means the written opinion of Raymond James dated October 29, 2013 and delivered to the Alpha Board and the Alpha Special Committee in connection with the Arrangement, a copy of which is attached as Appendix "C" to this Circular that, subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by Alpha Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Alpha Shareholders (other than Fission and its affiliates).

“Fission” means Fission Uranium Corp., a corporation existing under the laws of Canada.

“Fission Arrangement”

means the arrangement of Fission under Section 192 of the CBCA on the terms and subject to the conditions set out in the Fission Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Arrangement Agreement or the Fission Plan of Arrangement or made at the direction of the Court in the Fission Final Order (provided that any such amendment or variation is acceptable to both Alpha and Fission, each acting reasonably).

“Fission Articles of Arrangement”

means the articles of arrangement of Fission in respect of the Fission Arrangement required under subsection 192 of the CBCA to be filed with the Registrar giving effect to the Fission Arrangement.

“Fission Board” means the board of directors of Fission as the same is constituted from time to time.

“Fission Class A Shares”

means the unlimited number of class A common shares of Fission without par value, which shall have attached thereto the right to two votes at all meetings of Fission Shareholders, the right to dividends as and when declared by the directors of Fission, which may be declared independently of dividends on the Fission Shares, and the right to participate in the remaining assets of Fission upon a winding-up of Fission, all of which shall be created in accordance with the Fission Plan of Arrangement.

“Fission Expense Fee” means $1,000,000.

“Fission Final Order” means the final order of the Court pursuant to Section 192 of the CBCA, in a form acceptable to Alpha and Fission, each acting reasonably, approving the Fission Arrangement, as such order may be amended by the Court (with the consent of both Alpha and Fission, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both Alpha and Fission, each acting reasonably) on appeal.

“Fission Interim means the interim order of the Court contemplated by the

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Order” Arrangement Agreement and made pursuant to Section 192 of the CBCA, in a form acceptable to Alpha and Fission, each acting reasonably, providing for, among other things, the calling and holding of the Fission Meeting, as the same may be amended by the Court with the consent of Alpha and Fission, each acting reasonably.

“Fission Locked-up Shareholders”

means Dev Randhawa, Ross McElroy, William Marsh, Greg Downey, Frank Estergaard and Jeremy Ross, who together hold 5,837,732 Fission Shares and 5,343,333 options to acquire Fission Shares.

“Fission Material Adverse Effect”

means any one or more changes, effects, events, occurrences or states of fact, either individually or in the aggregate, that is, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of Fission and its Subsidiaries taken as a whole, other than changes, effects, events, occurrences or states of fact resulting from: (a) a change in the market price of the Fission Shares following and reasonably attributable to the public announcement of the execution of the Arrangement Agreement and the transactions contemplated hereby; (b) any changes affecting the global uranium mining industry generally; (c) any change in the market price of uranium; or (d) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (e) any change in IFRS occurring after the date hereof; (f) any change in applicable Laws or in the interpretation thereof by any Governmental Entity occurring after September 17, 2013; (g) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism; or (h) any natural disaster; provided, however, that with respect to clauses (b) to (h), such changes do not relate primarily to Fission and its Subsidiaries, taken as a whole, or does not have a disproportionate effect on Fission and its Subsidiaries, taken as a whole, compared to other companies of similar size operating in the uranium mining industry; and references in the Arrangement Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a “Fission Material Adverse Effect” has occurred.

“Fission Meeting” means the special meeting of Fission Shareholders and Fission Optionholders including any adjournment or postponement thereof, to be called for the purpose of obtaining the Fission Securityholder Approval.

"Fission Optionholder" means a holder of Fission Options.

"Fission Options" means the outstanding options to purchase Fission Shares granted under the Fission Stock Option Plan.

“Fission Plan of Arrangement”

means the plan of arrangement of Fission, and any amendments or variations thereto made in accordance with the Fission Plan of Arrangement or upon the direction of the Court in the Fission Final

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Order with the consent of Alpha and Fission, each acting reasonably.

“Fission Related Assets”

means all Contracts, Permits, Environmental Permits, intellectual property, business information (other than financial books and records), geological, geophysical and other technical information, data, records, reports and studies exclusively related to any Fission Spinco Property (but excluding all such assets related to the PLS Property).

“Fission Retained Liabilities”

means all debts, obligations and liabilities of Fission related to the PLS Property and obligations and liabilities of Fission related to general and administrative expenses.

"Fission Securityholders"

means the Fission Shareholders and the Fission Optionholders.

"Fission Securityholder Approval"

means approval of at least two-thirds of the votes cast on the Fission Arrangement Resolution by (a) Fission Shareholders and (b) Fission Shareholders and Fission Optionholders (voting as a single class), in each case present in person or represented by proxy at the Meeting.

"Fission Shareholders"

means the holders of Fission Shares and/or Fission Class A Shares, as the context so requires.

“Fission Shares" means the issued and outstanding common shares of Fission and, following the exchange of such common shares for New Fission Shares in accordance with the Fission Plan of Arrangement, means the New Fission Shares.

“Fission Spinco” means Fission 3.0 Corp.

“Fission Spinco Obligations”

means all obligations and liabilities of any type whatsoever (including contingent or absolute obligations, and future obligations) of Fission, including all Environmental Liabilities related to (x) the Fission Spinco Properties, or (y) the Fission Related Assets.

“Fission Spinco Properties”

means the properties listed in Exhibit I to the Fission Plan of Arrangement.

“Fission Spinco Shares”

means the common shares in the capital of Fission Spinco.

“Fission Spinout” means the transfer of Fission Spinco Shares pursuant to the Fission Plan of Arrangement.

“Fission Termination Fee”

means $6,000,000.

“Fission Voting Agreements”

means the voting agreements (including all amendments thereto) between Fission and the Fission Locked-up Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their Fission Shares in favour of the Fission Arrangement.

"Fission Voting Securities"

means the Fission Shares and Fission Options, which are entitled to be voted on the Arrangement Resolution.

"Fission Warrants" means outstanding warrants to purchase Fission Shares.

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"Governmental Entity" means: (a) any multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency or entity, domestic or foreign; (b) any stock exchange, including the TSXV; (c) any subdivision, agent, commission, board or authority of any of the foregoing; or (d) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“Hazardous Substance”

means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could result in liability under, any Environmental Law.

"IFRS" means International Financial Reporting Standards, as adopted by the International Accounting Standards Board.

"In-The-Money Amount"

means, in respect of a stock option, the amount, if any, by which the aggregate fair market value at that time of the securities subject to the option exceeds the aggregate exercise price of the option.

"Law" or "Laws" means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any Permit of or from any Governmental Entity or self-regulatory authority (including the TSXV), and the term “applicable” with respect to such Laws and in a context that refers to a Party, means such Laws as are applicable to such Party and/or itsSubsidiaries or their business, undertaking, property or securities and emanate from a Person having jurisdiction over the Party and/or its Subsidiaries or its or their business, undertaking, property or securities.

"Letter of Transmittal" means the letter of transmittal and election form delivered by Alpha to Alpha Shareholders together with this Circular.

"Liens" means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.

"MD&A" means management's discussion and analysis of financial statements.

"Ml 61-101” means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

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“Mikwam Property” means those 9 mineral claims located in Noseworthy Township, Larder Lake Mining Division, District of Cochrane, Ontario.

“New Fission Shares” means the new class of voting common shares without par value of Fission which will be created and issued pursuant to the Fission Plan of Arrangement.

"NI 43-101" means National Instrument 43-101 - Standards of Disclosure of Disclosure for Mineral Projects of the Canadian Securities Administrators.

"Non-Registered Holder"

means an Alpha Shareholder who is not a Registered Alpha Shareholder.

"Non-Resident Optionholders"

has the meaning attributed thereto under the following heading in this Circular: "Certain Canadian Federal Income Tax Considerations - Non- Residents of Canada."

"Non-Resident Shareholders"

has the meaning attributed thereto under the following heading in this Circular: "Certain Canadian Federal Income Tax Considerations - Non- Residents of Canada."

"Notice of Dissent" means a notice given in respect of the Dissent Rights as contemplated in the Alpha Plan of Arrangement and the Alpha Interim Order.

"Notice of Meeting" means the notice to the Alpha Securityholders which accompanies this Circular.

"Outside Date" means February 28, 2014, subject to extension in accordance with the Arrangement Agreement or such later date as may be agreed to in writing by the Parties.

"Outstanding Fission Voting Securities"

means the outstanding Fission Shares and Fission Options.

"paid-up capital" has the meaning ascribed to such term for the purposes of the Tax Act.

"Parties" means Alpha, Alpha Spinco, Fission and Fission Spinco; and "Party" means any one of them.

"Person" includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, trustee, executor, administrator or other legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status.

“Raymond James” Raymond James Ltd., the financial advisor to the Alpha Board and the Alpha Special Committee.

"Record Date" means October 23, 2013.

"Registered Plan" means a trust governed by a registered retirement savings plan, a registered retirement income fund, a registered disability savings plan, a deferred profit sharing plan, a tax-free savings account or a registered education savings plan.

"Registered Alpha means a registered holder of Alpha Shares.

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Shareholder"

"Registrar" means the Registrar of Corporations (Alberta) appointed under section 263 of the ABCA.

"Regulation S" means Regulation S under the U.S. Securities Act.

"Replacement Fission Options"

has the meaning ascribed thereto in the Alpha Plan of Arrangement.

"Representatives" with respect to a Party means any officers, directors, employees, representatives (including any financial, legal or other advisors) affiliates or agents of the Party or any of its subsidiaries.

"Resident Optionholders"

has the meaning attributed thereto under the following heading in this Circular: “Certain Canadian Federal Income Tax Considerations - Residents of Canada".

"Resident Shareholders"

has the meaning attributed thereto under the following heading in this Circular: "Certain Canadian Federal Income Tax Considerations - Residents of Canada".

"Rule 144" means Rule 144 under the U.S. Securities Act.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the Securities Act (British Columbia) and the rules, regulations, and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time.

"Securities Authority" means, collectively, the BCSC and the applicable securities commissions and other securities regulatory authorities in each of the other provinces and Territories of Canada and the TSXV.

“SEDAR” means the System for Electronic Document Analysis and Retrieval as outlined in NI 13-101, which can be accessed online at http://www.sedar.com.

"Subsidiary" means, in respect of a Party, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event of contingency) are at the time owned directly or indirectly by such Party and shall include any body corporate, partnership, joint venture, or other entity over which such Party exercises direction or control or which is in a like relation to a subsidiary.

"Superior Proposal" means an unsolicited bona fide Acquisition Proposal made by a third party to a Party or its shareholders in writing after the date hereof: (i) to purchase or otherwise acquire, directly or indirectly, by means of a merger, take-over bid, amalgamation, plan of arrangement, business combination, consolidation, recapitalization, liquidation, winding-up or similar transaction, all of the Alpha Shares or all of the Fission Shares, as the case may be, and offering or making available the same consideration in form and amount to all shareholders of the Party to be purchased or otherwise acquired; (ii) that is reasonably capable of being completed without undue delay, taking into account

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all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (iii) is not subject to any financing condition and in respect of which any required financing to complete such Acquisition Proposal has been demonstrated to be available to the satisfaction of the board of directors of such Party, acting in good faith (after receipt of advice from its financial advisors and outside legal counsel); (iv) which is not subject to a due diligence and/or access condition; (v) that did not result from a breach of Section 8.1 or Section 8.2 of the Arrangement Agreement as the case may be, by the receiving Party or its representatives; (vi) is made available to all Alpha Shareholders or Fission Shareholders, as the case may be, on the same terms and conditions; (vii) in respect of which the board of directors of such Party determines in good faith (after receipt of advice from its outside legal counsel with respect to (x) below and financial advisors with respect to (y) below) that (x) failure to recommend such Acquisition Proposal to its shareholders would be inconsistent with its fiduciary duties and (y) which would, taking into account all of the terms and conditions of such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to its shareholders from a financial point of view than the Alpha Arrangement (including any adjustment to the terms and conditions of the Alpha Arrangement proposed by the other Party pursuant to Subsection 8.1(f) or Subsection 8.2(f) of the Arrangement Agreement, as the case may be).

“Tax Election” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Exchange of Alpha Class A Shares for New Fission Shares and Cash – Section 85 Election”.

"Taxes" means all taxes, duties, fees, premiums, assessments, imposts, levies, expansion fees and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, windfall, royalty, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment insurance, health insurance and Canada, Québec and other pension plan premiums or contributions imposed by any Governmental Entity, and any transferee liability in respect of any of the foregoing.

“Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended from time to time.

"Technical Report" means the Technical Report entitled “Resource Update, Mikwam Property, Noseworthy Township, Ontario, Canada (Amended)” dated

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October 16, 2013 prepared by Caracle Creek International Consulting Inc.

"TSXV" means the TSX Venture Exchange.

"United States" or "U.S." or "USA"

means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.

"U.S. Person" means a "U.S. person", as such term is defined in Regulation S under the U.S. Securities Act.

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.

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SUMMARY

This summary is qualified in its entirety by the more detailed information appearing elsewhere in this Circular, including the Appendices which are incorporated into and form part of this Circular. Terms with initial capital letters in this summary are defined in the Glossary of Terms immediately preceding this summary.

The Meeting

The Meeting will be held at Point Grey Room, Marriott Pinnacle Hotel, 1128 West Hastings Street, Vancouver, British Columbia, V6E 4R5, on November 28, 2013 commencing at 10:00 a.m (Vancouver time).

Record Date

Only Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders of record at the close of business on October 23, 2013 will be entitled to receive notice of and vote at the Meeting, or any adjournment or postponement thereof.

Purpose of the Meeting

At the Meeting Alpha Securityholders, voting as a single class, will be asked to consider and, if deemed advisable, to pass the Arrangement Resolution approving the Alpha Agreement between Alpha and Fission. In order to be effective, the Arrangement Resolution must be approved by: (a) a special resolution passed by at least a two-thirds majority of the votes cast by Alpha Shareholders at the Meeting and present in person or by proxy; (b) a special resolution passed by at least a two-thirds majority of the votes cast by Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders, voting as a single class, at the Meeting and present in person or by proxy; and (c) a majority of votes cast by the holders of Alpha Shares, Alpha Warrants and Alpha Options, voting separately by class, at the Meeting and present in person or by proxy, in each case excluding those votes cast in respect of Alpha Shares, Alpha Warrants and Alpha Options, as applicable, held by “related parties” who receive a “collateral benefit” (as such terms are defined in MI 61-101) as a consequence of the Alpha Arrangement. See "The Meeting - The Alpha Arrangement - Approval of Arrangement Resolution" and “The Meeting – The Alpha Arrangement – Regulatory Law Matters and Securities Law Matters”.

Principal Steps to the Alpha Arrangement

Alpha Pre-Spinout Reorganization

On the Effective Date, Alpha shall effect the Alpha Pre-Spinout Reorganization as follows: (i) Alpha will transfer the Alpha Spinco Properties to Alpha Spinco, on an “as is where is” basis, in exchange for Alpha Spinco Shares, in accordance with the Alpha Spinco Purchase and Sale Agreement; and (ii) Alpha Spinco will assume the Assumed Alpha Spinco Liabilities pursuant to the Alpha Assumption Agreement in consideration of a cash payment by Alpha in an amount equal thereto, and Alpha will subscribe for Alpha Spinco Shares for an amount equal to $3,000,000 (together, the “Alpha Pre-Spinout Reorganization”).

Following the completion of the Alpha Pre-Spinout Reorganization, the total number of outstanding Alpha Spinco Shares will be equal to one half of the total number of outstanding Alpha Shares immediately prior to Effective Time.

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The Alpha Arrangement

Under the Alpha Plan of Arrangement, commencing at the Effective Time, the following principal steps shall occur and shall be deemed to occur without any further act or formality, but in the order and with the timing set out in the Alpha Plan of Arrangement:

Dissent Shares

(a) Each Alpha Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to Fission and Fission shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 of the Alpha Plan of Arrangement, and the name of each such holder shall be removed from the securities register as a holder of Alpha Shares.

Reorganization of Alpha Share Capital

(b) The authorized share capital of Alpha shall be reorganized and its articles altered as follows: (i) by creating an unlimited number of Alpha Class A Shares; (ii) each Alpha Shareholder (other than a Dissenting Shareholder or Fission) will exchange each Alpha Share held at the Effective Time for (A) one Alpha Class A Share and (B) one-half of one Alpha Spinco Share, and such Alpha Shareholders shall cease to be the holders of the Alpha Shares so exchanged; (iii) the authorized but unissued Alpha Shares shall be cancelled and the authorized capital of Alpha shall be changed by deleting the Alpha Shares as a class of shares of Alpha; (iv) the aggregate amount added to the stated capital of the Alpha Class A Shares shall be equal to the amount if any, by which (A) the aggregate paid-up capital of Alpha Shares (other than Alpha Shares held by the Dissenting Shareholders) immediately prior to the Effective Time, exceeds (B) the fair market value of the Alpha Spinco Shares distributed to the Alpha Shareholders.

Transfer of Alpha Class A Shares for the Consideration

(c) All Alpha Class A Shares shall be transferred to Fission and each holder thereof shall receive, in exchange therefor, the Consideration.

Alpha Options

(d) Each Alpha Option held by an Alpha Optionholder will be exchanged for an option to purchase 5.725 New Fission Shares (a “Replacement Fission Option”) at an exercise price equal to (x) the original exercise price of the Alpha Option minus (y) the fair market value of one-half of one Alpha Spinco Share at the Effective Date;

(e) Except as otherwise provided in Section 3.1 of the Alpha Plan of Arrangement, all terms and conditions of a Replacement Fission Option, will be the same as the Alpha Option for which it is exchanged, including the term to expiry, conditions to and manner of exercising, will be the same as the Alpha Option for which it was exchanged, and shall be governed by the terms of the Fission stock option plan, except that, subject to TSXVapproval, the Replacement Fission Options shall not expire solely as a result of the holder thereof ceasing to be employed or engaged as a consultant, officer or director of Alpha or Fission until the earlier of (x) the expiration date of the Alpha Option for which it is exchanged, and (y) 12 months following the Effective Date. It is intended that subsection 7(1.4) of the Tax Act apply to the foregoing, if required the exercise price of a Replacement Fission Option will be increased such that the In-The-Money Amount of the

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Replacement Fission Option immediately after the exchange does not exceed the In-The-Money Amount of the Alpha Option immediately before the exchange.

(f) The Alpha Options acquired in exchange for the Replacement Fission Options shall be cancelled without payment.

Alpha Warrants

(g) In accordance with the terms of the Alpha Warrant Certificates, each Alpha Warrant held by an Alpha Warrantholder shall become a warrant to purchase 5.725 New Fission Shares at an exercise price equal to (x) the original exercise price of the Alpha Warrant minus (y) the fair market value of one-half of one Alpha Spinco Share at the Effective Date. Each Alpha Warrant shall continue to be governed by and be subject to the terms of the applicable Alpha Warrant Certificate. Upon any exercise of an Alpha Warrant, Fission shall issue the necessary number of Fission Shares needed to settle such exercise.

Fission Arrangement

Pursuant to the Fission Arrangement Fission will spinout the Fission Spinco Properties into Fission Spinco. At the Fission Meeting, the Fission Securityholders will be asked to vote on the Fission Arrangement pursuant to terms of the Arrangement Agreement and the Fission Plan of Arrangement. Fission Securityholders are not being asked to vote on the Alpha Arrangement.

Under the Fission Plan of Arrangement, commencing at the Effective Time, the following principal steps shall occur and shall be deemed to occur without any further act or formality, in the order and timing set out in the Fission Plan of Arrangement:

(a) At the Effective Time: (i) Fission will transfer the Fission Spinco Properties to Fission Spinco in accordance with an asset purchase agreement; (ii) Fission Spinco will assume the Assumed Fission Spinco Liabilities pursuant to an assumption agreement in consideration of a cash payment in an amount equal thereto, and Fission will subscribe for Fission Spinco Shares for an amount equal to $3,000,000; and (iii) following the completion of subparagraphs (a)(i) and (a)(ii), above, the total number of outstanding Fission Spinco Shares will be equal to the total number of outstanding Fission Shares immediately prior to the Effective Time.

(b) At the Effective Time, each Fission Share held by a dissenting shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, Claims and encumbrances, to Fission and Fission shall thereupon be obliged to pay the amount therefor determined and payable in accordance with the Fission Plan of Arrangement, and the name of each such holder shall be removed from the securities register as a holder of Fission Shares and such Fission Shares so transferred to Fission shall thereupon be cancelled;

(c) Five minutes after the Effective Time, the authorized share capital of Fission shall be reorganized and its articles amended by:

i. renaming and redesignating all of the issued and unissued Fission Shares as class A shares;

ii. providing that the rights, privileges, restrictions and conditions attached to the class A shares are as follows:

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A. to two votes at all meetings of shareholders of Fission except meetings at which only holders of a specified class of shares are entitled to vote and in such case shall be entitled to one vote.

B. to receive, subject to the rights of the holders of another class of shares, any dividend declared by Fission; and

C. to receive, pari passu with the New Fission Shares, and subject to the rights of the holders of another class of shares, the remaining property of Fission on the liquidation, dissolution or winding up of Fission, whether voluntary or involuntary.

iii. creating a new class consisting of an unlimited number of common shares without par value (“New Fission Shares”);

iv. providing that the rights, privileges, restrictions and conditions attached to the New Fission Shares are as follows:

A. to vote at all meetings of shareholders of Fission except meetings at which only holders of a specified class of shares are entitled to vote and shall be entitled to one vote for each common share held.

B. to receive, subject to the rights of the holders of another class of shares, any dividend declared by Fission; and

C. to receive, pari passu with the class A shares, and subject to the rights of the holders of another class of shares, the remaining property of Fission on the liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary.

(d) Ten minutes after the Effective Time, Fission shall undertake a reorganization of capital within the meaning of Section 86 of the Tax Act as follows and in the following order:

i. each Fission Shareholder (other than a dissenting shareholder) will exchange each class A share held at the Effective Time for (A) one New Fission Share and (B) one Fission Spinco Share, and such Fission Shareholders shall cease to be the holders of the class A shares so exchanged;

ii. the authorized capital of Fission will be amended to delete the class A shares, none of which are issued and outstanding, and to delete the rights, privileges, restrictions and conditions attached to the class A shares; and

iii. the aggregate amount added to the stated capital of the New Fission Shares issued pursuant to paragraph(c)(iii) above, shall be equal to the amount if any, by which (A) the aggregate paid-up capital (as that term is defined for the purposes of the Tax Act) of class A shares (other than Fission Shares held by the dissenting shareholders) immediately prior to the Effective Time, exceeds (B) the fair market value of the Fission Spinco Shares distributed to the Fission Shareholders.

No fractional shares will be issued and Fission Shareholders will not receive any compensation in lieu thereof. The name of each Fission Shareholder who is so deemed to exchange his, her or its class A shares, shall be removed from the securities register

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of class A shares with respect to the class A shares so exchanged and shall be added to the securities registers of New Fission Shares and Fission Spinco Shares as the holder of the number of New Fission Shares and Fission Spinco Shares deemed to have been received on the exchange.

(e) Twenty minutes after the Effective Time, each Fission Option held by a Fission Optionholder that was outstanding at the Effective Time will be deemed to be exchanged for an option to purchase one New Fission Option at an exercise price equal to (x) theoriginal exercise price of the Fission Option minus (y) the fair market value of one Fission Spinco Share at the Effective Date. The term to expiry, conditions to and manner of exercising, and all other terms and conditions of a New Fission Option will be the same as the Fission Option for which it is exchanged, and any document or agreement previously evidencing a Fission Option shall thereafter evidence and be deemed to evidence such New Fission Option.

(f) Twenty-five minutes after the Effective Time, the Fission Options will be cancelled without payment;

(g) Thirty minutes after the Effective Time, Fission will surrender the Fission Spinco Share issued to Fission on incorporation to Fission Spinco for cancellation.

Fission Offering

On October 24, 2013, Fission entered into an underwriting agreement with Dundee Securities Ltd. (the “Lead Underwriter”) on behalf of a syndicate of underwriters, including Raymond James Ltd., Cantor Fitzgerald Canada Corp., Canaccord Genuity Corp., and Macquarie Capital Markets Canada Ltd. (collectively and together with the Lead Underwriter, the “Underwriters”) in connection with a bought-deal private placement of 8,581,700 non-transferable subscription receipts of Fission (the “Subscription Receipts”) at a price of $1.50 per Subscription Receipt, the proceeds from which will be used to purchase, conditional upon certain conditions (“Escrow Release Conditions”), including among others, closing of the Fission Arrangement and the Alpha Arrangement, flow-through common shares (“New Fission FT Shares”) of Fission post-Fission Arrangement (the “Offering”). The Offering was completed on October 24, 2013 for aggregate gross proceeds of $12,872,550.

In connection with the Offering, the Underwriters will receive, upon satisfaction of the Escrow Release Conditions: (a) in respect of the first 7,670,500 Subscription Receipts distributed, a cash commission equal to 6.0% of the gross proceeds from the sale of such Subscription Receipts and that number of non-transferable broker warrants (“Broker Warrants”) equal to 6.0% of that number of Subscription Receipts and (b) in respect of the remaining 911,200 Subscription Receipts distributed, a cash commission equal to 6.0% of 40% of the gross proceeds from the sale of such Subscription Receipts and that number of Broker Warrants equal to 6.0% of 40% of that number of Subscription Receipts. Each Broker Warrant will be exercisable into one common share of the Company for a period of 24 months from the closing of the Offering at a price of $1.50 per common share.

The gross proceeds of the Offering were deposited in escrow on closing of the Offering and will be released from escrow to Fission immediately following the closing of Fission Arrangement and Alpha Arrangement.

Background to the Alpha Arrangement

The provisions of the Arrangement Agreement are the result of arm’s length negotiations between Representatives of Fission and Alpha and their respective financial and legal advisors.

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On or about end of August 2013, discussions ensued regarding the acquisition of Alpha by Fission and a spinout of each of Fission’s and Alpha’s exploration assets other than Fission’s and Alpha’s respective interests in the PLS Property. Upon the conclusion of such negotiations and the approval of their respective boards of directors, a non-binding letter of intent was signed on September 2, 2013 and Fission and Alpha issued a joint press release announcing the Fission Arrangement and Alpha Arrangement on September 3, 2013.

Further details of the background to the Arrangement are set out under the heading "The Meeting - The Arrangement - Background to the Arrangement”.

Recommendation of the Alpha Board

After careful consideration of, among other things, the Fairness Opinion and the other factors set out below under the heading "The Meeting - The Alpha Arrangement - Fairness Opinion”, and upon receipt of the unanimous recommendation of an Alpha Special Committee, the AlphaBoard has determined that the Plan of Arrangement is fair to Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders and is in the best interests of Alpha. Accordingly, the Alpha Board recommends that Alpha Securityholders vote in favour of the Arrangement Resolution.

Reasons for the Alpha Arrangement

The Alpha Board has reviewed and considered an amount of information and considered a number of factors relating to the Alpha Arrangement with the benefit of advice from Alpha's senior management and its financial and legal advisors. The following is a summary of the principal reasons for the recommendation of the Alpha Board that Alpha Securityholders vote FOR the Arrangement Resolution:

(i) Continued Participation by Alpha Shareholders in the PLS Property Through Fission. Alpha Shareholders, through their ownership of New Fission Shares, will continue to participate in the value creation associated with the exploration, development and operation of the PLS Property. Alpha Shareholders will hold approximately 50.7% of the issued and outstanding New Fission Shares upon completion of the Arrangement, before completion of the Offering or 51.6% on a fully-diluted basis, before completion of the Offering (and 49.3% assuming completion of the Offering in its entirety, or 50.3% on a fully-diluted basis).

(ii) Consolidation of PLS Property. Upon completion of the Alpha Arrangement, ownership of the PLS Property will be consolidated in one unified company, removing the current 50:50 ownership which the Parties believe will streamline decisionmaking and allow for other efficiencies.

(iii) Continued Participation by Alpha Shareholders in the Alpha Spinco Properties Through Alpha Spinco. Alpha Shareholders, through their ownership of Alpha Spinco Shares, will continue to participate in the Alpha Spinco Properties being transferred to Alpha Spinco. The former Alpha Shareholders will hold 100% of the issued Alpha Spinco Shares upon completion of the Alpha Arrangement. Alpha Spinco will have approximately $3.0 million in cash to pursue development of the Alpha Spinco Properties. It is expected that the current management of Alphawill continue as management of Alpha Spinco.

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(iv) Improved Liquidity. Upon completion of the Alpha Arrangement, Fission will have a greater market capitalization and will have a larger public float, providing Alpha Shareholders with improved liquidity for their investment.

(v) Fairness Opinion. Alpha’s financial advisor, Raymond James, provided the fairness opinion that, as at October 29, 2013, subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by Alpha Shareholders pursuant to the Alpha Arrangement is fair, from a financial point of view, to Alpha Shareholders(other than Fission and its affiliate).

(vi) Approval of Alpha Securityholders and the Court are Required. The Arrangement must be approved by: (a) no less than two-thirds of the votes cast in respect of the Arrangement Resolution by Alpha shareholders; (b) no less than two-thirds of the votes cast in respect of the Arrangement Resolution by Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders, voting as a single class, present in person or represented by proxy at the Meeting and (c) a majority of votes cast by the holders of Alpha Shares, Alpha Warrants and Alpha Options, voting separately by class, at the Meeting and present in person or by proxy, in each case excluding those votes which are required to be excluded pursuant to MI 61-101. In addition, the Alpha Arrangement must also be sanctioned by the Court, which will consider the fairness of the Arrangement to Alpha Securityholders.

(vii) Superior Proposals. The Arrangement Agreement allows the AlphaBoard, in the exercise of its fiduciary duties, to respond to certain unsolicited Acquisition Proposals, prior to the Alpha Securityholder Approval, which may be superior to the Arrangement. The Alpha Board received advice from its financial and legal advisors that the deal protection terms including the Alpha Termination Fee, and circumstances for payment of the Alpha Termination Fee, are within the ranges typical in the market for similar transactions and are not a significant deterrent to potential Superior Proposals.

(viii)Dissent Rights. Registered Alpha Shareholders who oppose the Alpha Arrangement may, on strict compliance with the Dissent Procedures, exercise their Dissent Rights and receive the fair value of the Dissent Shares.

(ix) Alpha Voting Agreements Agreements. Certain directors and officers of Alpha and certain other Alpha Shareholders have entered into the Alpha Voting Agreements pursuant to which they agreed to vote in favour of the Arrangement. As of the Record Date, such directors and officers and shareholders of Alpha held approximately 12.97% of the Outstanding Alpha Voting Securities.

See "Cautionary Note Regarding Forward-Looking Statements and Risks" and "The Meeting The Alpha Arrangement— Reasons for the Alpha Arrangement."

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Fairness Opinion

In connection with the Alpha Arrangement, the Alpha Special Committee and the Alpha Board received a written opinion dated October 29, 2013 from Raymond James, which states that, as of October 29, 2013, and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by Alpha Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Alpha Shareholders (other than Fission and its affiliates). The full text of the Fairness Opinion, which sets forth certain assumptions made, matters considered and limitations on the review undertaken in connection with the Fairness Opinion, is attached as Appendix "C" to this Circular. Alpha Shareholders are urged to, and should, read the Fairness Opinion in its entirety. This summary is qualified in its entirety by reference to the full text of the Fairness Opinion. See “The Meeting — The Alpha Arrangement — Fairness Opinion".

Subject to the terms of its engagement, Raymond James has consented to the inclusion in this Circular of the Fairness Opinion in its entirety, together with the summary herein and other information relating to Raymond James and the Fairness Opinion. The Fairness Opinion addresses only the fairness to Alpha Sharehlders, from a financial point of view, of the consideration to be received by the Alpha Shareholders (other than Fission and its affiliates)pursuant to the Alpha Arrangement and does not and should not be construed as a valuation of Alpha, Fission or Alpha Spinco (or any of their affiliates) or their respective assets, liabilities or securities or as a recommendation to any Alpha Securityholder as to how to vote with respect to the Alpha Arrangement or any other matter at the Meeting.

Alpha Voting Agreements

On September 17, 2013, Fission entered into the Alpha Voting Agreements with certain of the directors and officers and shareholders of Alpha. The Alpha Voting Agreements set forth, among other things, the agreement of such directors and officers and shareholders to vote their Alpha Shares, Alpha Warrants (if any) and Alpha Options (if any) in favour of the Alpha Arrangement. As of the Record Date, 4,068,199 of the Outstanding Alpha Voting Securities were subject to the Lock-up Agreements, representing approximately 12.97% of the Outstanding Alpha Voting Securities.

Fission has confirmed to Alpha that neither Fission nor any of its affiliates held any AlphaShares (or securities convertible into Alpha Shares) as at the Record Date,

See “The Meeting - The Alpha Arrangement – Alpha Voting Agreements”.

Fission, Alpha and Alpha Spinco

Fission

Fission is a Canadian based resource company specializing in the strategic acquisition, exploration and development of uranium properties and is headquartered in Kelowna, British Columbia. Fission has exploration interests in Saskatchewan, Alberta and Peru. Fission Shares are listed on the TSXV under the symbol "FCU". See Appendix “E” - “Information Concerning Fission".

Alpha

Alpha is a mineral exploration company whose principal focus is the acquisition, exploration and development of mineral properties. Alpha currently has exploration and development rights to highly prospective uranium properties located in the Athabasca Basin in northern

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Saskatchewan, Canada, as well as gold properties in Northern Ontario and British Columbia, Canada. Alpha Shares are listed on the TSXV under the symbol “AMW”. See “Information Concerning Alpha".

Alpha Spinco

Alpha Spinco is currently a wholly-owned subsidiary of Alpha that has been formed to acquire and hold the Alpha Spinco Properties. The registered and records office of Alpha Spinco is located at 1000 – 840 Howe Street, Vancouver, British Columbia, V6Z 2M1. Upon completion of the Alpha Arrangement, Alpha Spinco expects that it will be a reporting issuer in British Columbia and Alberta and will hold the Alpha Spinco Properties, the Alpha Lease and the Alpha Related Assets and approximately $3.0 million in cash. An application will be made for listing of the Alpha Spinco Shares on the TSXV. Listing of the Alpha Spinco Shares will be subject to meeting TSXV original listing requirements and there is no assurance such a listing will be obtained. See Appendix "F" - "Information Concerning Alpha Spinco".

Unaudited Pro Forma Consolidated Financial Statements of Fission and Alpha Spinco

The unaudited pro forma consolidated financial statements of Fission that give effect to the Alpha Arrangement are set forth in Appendix E to this Circular.

The unaudited pro forma consolidated financial statements of Alpha Spinco that give effect to the Alpha Arrangement are set forth in Appendix F to this Circular.

Conditions to the Alpha Arrangement

Completion of the Alpha Arrangement is subject to a number of specified conditions being met as of the Effective Time, including, but not limited to: the Alpha Securityholder Approval having been obtained; the Fission Securityholder Approval having been obtained; the Alpha Final Order having been granted by the Court on terms consistent with the Arrangement Agreement and such Alpha Final Order not having been set aside or modified in a manner unacceptable to Alpha and Fission; no Governmental Entity shall have effected, enacted, issued, promulgated,enforced or entered any Law which has the effect of making the Alpha Arrangement illegal or otherwise prevents or prohibits the consummation of the Alpha Arrangement; all regulatory approvals having been obtained; the Alpha TSXV Approval shall have been obtained, subject only to customary conditions of the TSXV; the Alpha Pre-Spinout Reorganization shall have been effected; the Fission Pre-Spinout Reorganization shall have been effected; the Arrangement Agreement not having been terminated; holders of no more than five percent (5%) of the Fission Shares having exercised their dissent rights (and not withdrawn such exercise) in repect of the Fission Arrangement; holders of no more than five percent (5%) of the AlphaShares having exercised their Dissent Rights (and not withdrawn such exercise) in respect of the Alpha Arrangement; the issuance of the Alpha Class A Shares, New Fission Shares and transfer of the Alpha Spinco Shares to Alpha Shareholders and the issuance of Replacement Fission Options to Alpha Optionholders pursuant to the Alpha Arrangement shall be exempt from the registration requirements under the U.S. Securities Act, and shall be exempt under all applicable U.S. state securities laws, and such securities will not be subject to restrictions on transfer under U.S. securities laws except such as may be imposed by Rule 144 with respect to "affiliates (as such term is defined in Rule 405 under the U.S. Securities Act); the distribution of the securities pursuant to the Alpha Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws either by virtue of exceptive relief from Security regulatory authorities or by virtue of applicable exemption and shall not be subject to resale restrictions under Canadian securities laws; and the issuance of the Fission Class A Shares, New Fission Shares and transfer of the Fission Spinco Shares to Fission

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Shareholders pursuant to the Fission Arrangement be exempt from the registration requirements under the U.S. Securities Act, and shall be exempt under all applicable U.S. state securities laws, and such securities will not be subject to restrictions on transfer under U.S. securities laws except such as may be imposed by Rule 144 with respect to "affiliates (as such term is defined in Rule 405 under the U.S. Securities Act); and the distribution of the securities pursuant to the Fission Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws either by virtue of exceptive relief from Security regulatory authorities or by virtue of applicable exemption and shall not be subject to resale restrictions under Canadian securities laws

The Arrangement Agreement also provides that the respective obligations of Alpha and Fission to complete the Alpha Arrangement are subject to the satisfaction or waiver of certain additional conditions precedent, including, there having not occurred any Alpha Material Adverse Effect or Fission Material Adverse Effect, as appliable.

See “The Meeting - The Alpha Arrangement - The Arrangement Agreement - Conditions to the Alpha Arrangement Becoming Effective"

Non-Solicitation of Acquisition Proposals

Pursuant to the Arrangement Agreement, each of Alpha and Fission has agreed not to solicit, initiate, encourage or facilitate any Acquisition Proposals. However, the Alpha Board and the Fission Board each have the right to consider and accept a Superior Proposal under certain conditions. Each Party has the right to match any Acquisition Proposal that the Alpha Board or the Fission Board, as applicable, has determined is, or is reasonably likely to be or lead to, a Superior Proposal in accordance with the Arrangement Agreement. If a Party accepts a Superior Proposal or if a Party declines to match any Superior Proposal and terminates the Arrangement Agreement, the other Party must pay the Alpha Termination Fee or the Fission Termination Fee, as applicable.

See “The Meeting - The Arrangement - The Arrangement Agreement - Covenants of Alpha -Non-Solicitation Covenant" and “The Meeting - The Arrangement - The Arrangement Agreement - Covenants of Fission - Non-Solicitation Covenant".

Termination of Arrangement Agreement

The Arrangement Agreement may be terminated prior to the Effective Time in certain circumstances many of which lead to payment by Alpha to Fission of the Alpha Termination Feeor the Alpha Expense Fee.

The Alpha Termination Fee is payable by Alpha if:

(i) there is an Alpha Change in Recommendation (not in circumstances where the Alpha Change in Recommendation resulted from the occurrence of a Fission Material Adverse Effect);

(ii) the Alpha Board recommends or approves an Acquisition Proposal;

(iii) Alpha breaches its obligations or covenants of non-solicitation and right to match in favour of Fission;

(iv) Fission elects not to match a Superior Proposal;

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(v) Alpha Securityholder Approval is not obtained at the Meeting, but only if, in this circumstance, a bona fide Acquisition Proposal for Alpha shall have been made or publicly announced by any Person other than Fission and within 12 months of termination of the Arrangement Agreement, Alpha or a Subsidiary either enters into a definitive agreement in respect of one or more Acqusition Proposals or there shall have been consummated one or more Acquisition Proposals for Alpha;

(vi) the Alpha Board authorizes Alpha to enter into a binding agreement with respect to a Superior Proposal; or

(vii) the Effective Time has not occurred by February 28, 2014, but only if, in this circumstance, a bona fide Acquisition Proposal for Alpha shall have been made or publicly announced by any Person other than Fission and within 12 months of termination of the Arrangement Agreement, Alpha or a Subsidiary either enters into a definitive agreement in respect of one or more Acqusition Proposals or there shall have been consummated one or more Acquisition Proposals for Alpha.

The Alpha Expense Fee is payable by Alpha if:

(i) Alpha Securityholder Approval is not obtained at the Meeting, but not in circumstances where Fission Securityholder Approval was not obtained at the Fission Meeting or an Alpha Change in Recommendation occurred as a result of a Fission Material Adverse Effect; or

(ii) a breach of any representation or warranty or a failure to perform any covenant or agreement by Alpha shall have occurred that would cause the conditions in Section 7.2(a) or 7.2(b) of the Arrangement Agreement not to be satisfied and such conditions are incapable of being satisfied by February 28, 2014, provided that Fission is not then in similar breach of the Arrangement Agreement.

The Arrangement Agreement may be terminated prior to the Effective Time in certain circumstances many of which lead to payment by Fission to Alpha of the Fission Termination Fee.

(i) there is a Fission Change in Recommendation (not in circumstances where the Fission Change in Recommendation resulted from the occurrence of an Alpha Material Adverse Effect);

(ii) the Fission Board recommends or approves an Acquisition Proposal;

(iii) Fission breaches its obligations or covenants of non-solicitation and right to match in favour of Alpha;

(iv) Alpha elects not to match a Superior Proposal;

(v) Fission Securityholder Approval is not obtained at the Meeting, but only if, in this circumstance, a bona fide Acquisition Proposal for Fission shall have been made or publicly announced by any Person other than Alphaand within 12 months of termination of the Arrangement Agreement, Fission or a Subsidiary either enters into a definitive agreement in respect

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of one or more Acqusition Proposals or there shall have been consummated one or more Acquisition Proposals for Fission;

(vi) the Fission Board authorizes Fission to enter into a binding agreement with respect to a Superior Proposal; or

(vii) the Effective Time has not occurred by February 28, 2014, but only if, in this circumstance, a bona fide Acquisition Proposal for Fission shall have been made or publicly announced by any Person other than Alpha and within 12 months of termination of the Arrangement Agreement, Fissionor a Subsidiary either enters into a definitive agreement in respect of one or more Acqusition Proposals or there shall have been consummated one or more Acquisition Proposals for Fission.

The Fission Expense Fee is payable by Fission if:

(i) Fission Securityholder Approval is not obtained at the Meeting, but not in circumstances where Alpha Securityholder Approval was not obtained at the Meeting or an Fission Change in Recommendation occurred as a result of an Alpha Material Adverse Effect; or

(ii) a breach of any representation or warranty or a failure to perform any covenant or agreement by Fission shall have occurred that would cause the conditions in Section 7.3(a) or 7.3(b) of the Arrangement Agreement not to be satisfied and such conditions are incapable of being satisfied by February 28, 2014, provided that Alpha is not then in similar breach of the Arrangement Agreement.

See “The Meeting - The Arrangement - The Arrangement Agreement - Termination".

Procedure for Exchange of Securities

New Fission Shares and Cash Consideration

Kingsdale Shareholders Services Inc. is acting as Depositary under the Alpha Arrangement. The Depositary will receive deposits of certificates representing Alpha Shares and an accompanying Letter of Transmittal, at the office specified in the Letter of Transmittal and will be responsible for delivering share certificates representing New Fission Shares and the cash component of the Consideration to which former Alpha Shareholders are entitled to under the Alpha Arrangement.

At the time of sending this Circular to each Alpha Securityholder, Alpha is also sending the Letter of Transmittal to each Registered Alpha Shareholder. The Letter of Transmittal is for use by Registered Alpha Shareholders only and is not to be used by Non-Registered Holders. Non-Registered Holders should contact their broker or other intermediary for instructions and assistance in receiving the New Fission Shares and the cash component of the Consideration in respect of their Alpha Shares.

The Letter of Transmittal contains instructions with respect to the deposit of certificates representing Alpha Shares with the Depositary at its offices in Toronto, Ontario and Vancouver, British Columbia in order to receive certificates representing New Fission Shares and the cash component of the Consideration to which they are entitled under the Alpha Arrangement. Following the Effective Date upon return of a properly completed Letter of Transmittal, together with share certificates representing Alpha Shares and such other documents as the Depositary

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may require, share certificates for the appropriate number of New Fission Shares and a cheque in payment of the cash component of the Consideration to which the former Alpha Shareholder is entitled under the Alpha Arrangement will be sent to the former Alpha Shareholder in accordance with the instructions in the Letter of Transmittal.

A Registered Alpha Shareholder must deliver to the Depositary at the office listed in the Letter of Transmittal: the share certificates representing their Alpha Shares; a Letter of Transmittal in the form provided with this Circular, properly completed and duly executed as required by the instructions set out in the Letter of Transmittal; and any other documentation required by the instructions set out in the Letter of Transmittal.

Except as otherwise provided in the instructions to the Letter of Transmittal, the signature on the Letter of Transmittal must be guaranteed by an Eligible Institution. If a Letter of Transmittal is executed by a person other than the registered holder of the share certificate(s) deposited therewith, the share certificate(s) must be endorsed or be accompanied by an appropriate securities transfer power of attorney, duly and properly completed by the registered holder, with the signature on the endorsement panel, or securities transfer power of attorney guaranteed by an Eligible Institution.

Alpha Spinco Shares

As soon as practicable after the Effective Date, Alpha Spinco shall cause to be issued to the registered holders of the Alpha Spinco Shares, certificates representing the number of Alpha Spinco Shares to which such holders are entitled following the Effective Date and shall cause such certificates to be delivered or mailed to such holders.

Alpha Warrants

No new warrant certificates shall be issued with respect to the Alpha Warrants under the AlphaArrangement. Rather, after the Effective Time, the warrant certificates representing the Alpha Warrants will entitle the holder, on exercise, to acquire New Fission Shares, as adjusted in accordance with the Alpha Arrangement.

Replacement Fission Options

As soon as practicable after the Effective Date, Fission shall cause to be issued to the holders of the Alpha Options, certificates representing the number of Replacement Fission Options to which such holders are entitled following the Effective Date and shall cause such certificates to be delivered or mailed to such holders.

No Fractional Shares

No fractional New Fission Shares or Alpha Spinco Shares shall be issued or transferred, as applicable, to any former Alpha Shareholder. Where the aggregate number of New Fission Shares or Alpha Spinco Shares to be issued or transferred, as applicable, under the Alpha Plan of Arrangement would result in a fraction of an Alpha Spinco Share or New Fission Share being issuable, the number of Alpha Spinco Share or New Fission Shares to be received by such former Alpha Shareholder shall be rounded down to the nearest whole Alpha Spinco Share or New Fission Share, as the case may be and such former Alpha Shareholder shall not be entitled to any compensation in respect thereof.

The number of New Fission Shares to be issued to a former Alpha Optionholder on the exercise of Replacement Fission Options, shall be rounded down to the nearest whole New Fission Share and such former Alpha Optionholder on the exercise of Replacement Fission Option shall not be entitled to any compensation in respect thereof.

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See “The Meeting — The Arrangement — Procedure for Exchange of Securities".

Cancellation of Rights After Six Years

Any certificate which immediately prior to the Effective Time represented outstanding Alpha Shares and which has not been surrendered, with all other documents required by the Depositary, on or before the date that is six years after the Effective Date, will cease to represent any claim against or interest of any kind or nature in Alpha or Fission. Accordingly, former Alpha Shareholders who deposit with the Depositary certificates representing Alpha Shares after the sixth anniversary of the Effective Date will not receive New Fission Shares or any other consideration in exchange therefor and will not own any interest in Alpha or Fission and will not be paid any compensation.

Dissent Rights

The Alpha Interim Order provides that each Registered Fission Shareholder will have the right to dissent and, if the Alpha Arrangement becomes effective, to have such holder's Alpha Shares cancelled in exchange for cash payment equal to the fair value of such holders Alpha Shares as of the day of the Meeting in accordance with the provisions of the Alpha Interim Order. In order to validly dissent, any such Registered Alpha Shareholder must not vote any Alpha Shares in respect of which Dissent Rights have been exercised in favour of the Alpha Arrangement Resolution, must provide Alpha with written objection to the Alpha Arrangement to the head office of the Company at Suite 408 – 1199 West Pender St., Vancouver BC V6E 2R1, to be actually received not later than 4:00 p.m. (Vancouver time) on November 25, 2013, or if the Meeting is adjourned, not later than 4:00 p.m. on the date which is two clear business days prior to the date of the adjourned Meeting and must otherwise comply with the Dissent Procedures provided in the Alpha Interim Order. A Non-Registered Alpha Shareholder who wishes to exercise Dissent Rights must arrange for the Registered Alpha Shareholder(s) holding its AlphaShares to deliver the Dissent Notice. See "The Meeting - The Arrangement - Dissent Rights."

If a Dissenting Alpha Shareholder fails to strictly comply with the requirements of the Dissent Rights as set out under the Alpha Interim Order, the ABCA and the Alpha Plan of Arrangement, such holder will lose its Dissent Rights. The Dissent Rights are set out in their entirety in the Alpha Interim Order, the text of which is set out in Appendix “D” to this Circular.

It is a condition of the Arrangement that holders of no more than 5% of Alpha Shares shall have exercised Dissent Rights (and not withdrawn such exercise).

Income Tax Considerations

Summary of Certain Canadian Federal Income Tax Considerations

Resident Shareholders will generally be deemed for purposes of the Tax Act to receive a dividend from Alpha on the exchange of Alpha Shares for Alpha Class A Shares and Alpha Spinco Shares, to the extent that the aggregate fair market value of the Alpha Spinco Shares received by the Resident Shareholder exceeds the aggregate paid-up capital (as determined for the purposes of the Tax Act) attributable, on a pro rata basis, to the Alpha Shares exchanged. The cost of the Alpha Class A Shares will be deemed to be equal to the amount, if any, by which the aggregate adjusted cost base (within the meaning of the Tax Act) of the Alpha Shares, immediately before the exchange, exceeds the aggregate fair market value of the Alpha Spinco Shares received. The cost of the Alpha Spinco Share shall be equal to the aggregate fair market value of such share at the time of exchange.

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On the exchange of Alpha Shares for Alpha Class A Shares and Alpha Spinco Shares, a capital gain (or capital loss) may also be realized by a Resident Shareholder equal to the amount by which (a) the aggregate of the cost of the Alpha Spinco Shares and of the Alpha Class A Shares received less the amount of any dividend deemed to be received on the exchange exceeds (or is less than) (b) the aggregate of the adjusted cost base of the Alpha Shares exchanged and any reasonable costs of disposition.

Alpha Shareholders who are Eligible Shareholders and who make a valid tax election with Fission may defer all or part of the Canadian income tax on any capital gain that would otherwise arise on an exchange of their Alpha Class A Shares for New Fission Shares and cash under the Alpha Arrangement. An Alpha Shareholder who does not make a valid tax election or is not an Eligible Shareholder will realize a capital gain (or capital loss).

As set out above, if the aggregate fair market value of the Alpha Spinco Shares, at the time they are received on the exchange of Alpha Shares for Alpha Class A Shares and Alpha Spinco Shares, exceeds the aggregate paid-up capital of the Alpha Shares, a dividend will be deemed to be paid by Alpha to Non-Resident Shareholders which will be subject to Canadian withholding tax. Alpha, Alpha Spinco, Fission and the Depositary, may sell Alpha Spinco Shares or any other consideration received under the Alpha Arrangement on behalf of an Alpha Shareholder who is subject to this tax withholding, in order to satisfy Alpha's withholding tax obligations (including any applicable interest and penalties) arising as a result of any deemed dividend.

Non-Resident Shareholders of Alpha Shares will generally not be subject to Canadian taxation on any capital gains realized on the disposition of Alpha Shares and Alpha Class A Shares pursuant to the Alpha Arrangement provided that such shares do not constitute "taxable Canadian property" as defined in the Tax Act.

A summary of certain Canadian federal income tax considerations in respect of the proposed Alpha Arrangement is included under "Certain Canadian Federal Income Tax Considerations". The foregoing is qualified in full by the information in such section, which is not intended to be exhaustive nor is it intended to be legal or tax advice in connection with the Alpha Arrangement or to any Alpha Securityholder. Alpha Securityholders are strongly encouraged to read that section in full and to consult with their own tax advisors with respect to the Canadian tax or any other tax consequences in any relevant jurisdiction applicable to them in connection with the Alpha Arrangement.

No U.S. Federal Income Tax Review or Analysis

There has not been a review or analysis performed for purposes of determining potential U.S. federal income tax consequences in connection with the Alpha Arrangement. For U.S. federal income tax purposes, the Alpha Arrangement is not intended to be a tax-free transaction for Alpha Securityholders. In addition, among other things, it is possible that each of Alpha and Alpha Spinco will be classified for U.S. federal income tax purposes as a passive foreign investment company ("PFIC"). As a consequence, the complex U.S. federal income tax rules relating to PFICs may apply. Alpha Securityholders are strongly encouraged to consult their tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences to them and in light of their particular circumstances.

Court Approval

The Arrangement requires Court approval under the ABCA. In addition to this approval, the Court will be asked for a declaration following a Court hearing that the Alpha Arrangement is fair

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to the Alpha Shareholders. Prior to the mailing of this Circular, Alpha obtained the Alpha Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and certain other procedural matters. Following receipt of Alpha Securityholder Approval, Alpha intends to make application to the Court for the Alpha Final Order at 2:00 p.m. (Calgary time), or as soon thereafter as counsel may be heard, on November 29, 2013 at the Courthouse, Calgary Courts Centre, 601 - 5 Street SW, Calgary, Alberta, T2P 5P7, or at any other date and time as the Court may direct. Miller Thomson LLP, counsel to Alpha, has advised that, in deciding whether to grant the Alpha Final Order, the Court will consider, among other things, the fairness of the Alpha Arrangement to Alpha Shareholders.

Any Alpha Shareholder who wishes to appear or be represented and to present evidence or arguments at that hearing must file and serve a response to petition no later than 4:00 p.m.(Calgary time) on November 25, 2013 along with any other documents required, all as set out in the Alpha Interim Order and Notice of Application, the text of which are set out in Appendix "D" to this Circular and satisfy any other requirements of the Court. Such persons should consult with their legal advisors as to the necessary requirements.

The Court may approve the Alpha Arrangement either as proposed or as amended in any manner the Court may direct, and subject to compliance with such terms and conditions, if any, as the Court sees fit.

The Court will be advised, prior to the hearing, that the Court's approval of the Alpha Arrangement (including the fairness thereof) will form a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the New Fission Shares and the Alpha Spinco Shares to be received by AlphaShareholders in exchange for their Alpha Shares pursuant to the Alpha Arrangement and with respect to the Replacement Fission Options to be received by Alpha Optionholders in exchange for their Alpha Options pursuant to the Alpha Arrangement. See “The Meeting - The Arrangement - Court Approval of the Arrangement".

Regulatory Law Matters and Securities Law Matters

Fission Shares are listed on the TSXV and it is a condition of the Alpha Arrangement that the New Fission Shares to be issued or issuable in connection with the Alpha Arrangement are conditionally listed on the TSXV.

Canadian Securities Law Matters

Alpha is a reporting issuer in British Columbia and Alberta. The Alpha Shares currently trade on the TSXV. After the Alpha Arrangement, Alpha will be a wholly-owned subsidiary of Fission, the Alpha Shares will be delisted from the TSXV (delisting is anticipated to be effective two or three Business Days following the Effective Date) and Fission expects to apply to the applicable Canadian securities regulators to have Alpha cease to be a reporting issuer.

Upon completion of the Alpha Arrangement, Alpha Spinco expects that it will be a reporting issuer in British Columbia and Alberta. Application will be made for the listing of the Alpha Spinco Shares on the TSXV. Any listing will be subject to meeting the initial listing requirements of the TSXV. There can be no assurance as to if, or when, the Alpha Spinco Shares will be listed or traded on the TSXV or any other stock exchange. It is not a condition of the Alpha Arrangement that the TSXV shall have approved the listing of the Alpha Spinco Shares on the TSXV. As the Alpha Spinco Shares are not listed on a stock exchange, unless and until such a listing is obtained, holders of Alpha Spinco Shares may not have a market for their shares.

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The distribution of the New Fission Shares and Alpha Spinco Shares pursuant to the Alpha Arrangement will constitute a distribution of securities that is exempt from the prospectus requirements of Canadian securities Legislation and is exempt from or otherwise is not subject to the registration requirements under applicable securities legislation. The New Fission Shares and Alpha Spinco Shares received pursuant to the Alpha Arrangement will not be legended and may be resold through registered dealers in each of the provinces of Canada provided that (i) the trade is not a "control distribution" as defined in National Instrument 45-102 "Resale of Securities" of the Canadian Securities Administrators, (ii) no unusual effort is made to prepare the market or to create a demand for the New Fission Shares or the Alpha Spinco Shares, as the case may be, (iii) no extraordinary commission or consideration is paid to a person in respect of such sale, and (iv) if the selling security holder is an insider or officer of Fission or Alpha Spinco, as the case may be, the selling security holder has no reasonable grounds to believe that Fission or Alpha Spinco, as the case may be, is in default of applicable Canadian securities laws.

Each Alpha Shareholder and Alpha Optionholder is urged to consult his or her professional advisors to determine the Canadian conditions and restrictions applicable to trades in New Fission Shares and Alpha Shares.

Alpha is subject to the provisions of MI 61-101. MI 61-101 is intended to regulate insider bids, issuer bids, business combinations and related party transactions to ensure equality of treatment among securityholders, generally by requiring enhanced disclosure, minority securityholder approval, and, in certain instances, independent valuations and approval and oversight of certain transactions by a special committee of independent directors.

Pursuant to MI 61-101, in addition to the approval of the Arrangement Resolution by not less than 66•% of the votes cast by: (a) Alpha Shareholders; and (b) Alpha Securityholders, voting as a single class, present in person or represented by proxy at the Meeting, the Alpha Arrangement also requires "minority approval", being the approval of a simple majority of the votes cast by the holders of Alpha Shares, Alpha Warrants and Alpha Options, in each case excluding votes cast in respect of Alpha Shares, Alpha Warrants and Alpha Options, as applicable, held by "related parties" who receive a "collateral benefit" (as such terms are defined in MI 61-101) as a consequence of the Arrangement.

See "The Meeting — The Arrangement — Regulatory Law Matters and Securities Law Matters".

United States Securities Law Matters

The New Fission Shares and Alpha Spinco Shares issuable to Alpha Shareholders in exchange for their Alpha Shares pursuant to the Alpha Arrangement, and the Replacement Fission Options issuable to Alpha Optionholders in exchange for their Alpha Options pursuant to the Alpha Arrangement, have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and are being issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(10) thereof and similar exemptions from registration under applicable state securities laws. Restrictions on resale of the New Fission Shares and Alpha Spinco Shares outstanding after the Effective Date imposed by the U.S. Securities Act may depend on whether the holder of the New Fission Shares or Alpha Spinco Shares is an "affiliate" of Fission or Alpha Spinco, respectively, after the Effective Date or was an "affiliate" of Fission or Alpha Spinco within 90 days prior to the Effective Date. As defined in Rule 144, an "affiliate" of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer. Usually this includes the directors, executive officers

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and principal shareholders of the issuer. See "The Meeting - The Arrangement - Regulatory Law Matters and Securities Law Matters".

The solicitation of proxies made pursuant to this Circular is not subject to the requirements of Section 14(a) of the Exchange Act. Accordingly, the solicitation of proxies and transactions contemplated herein are being made in accordance with Canadian corporate and securities laws. Alpha Securityholders should be aware that requirements under such Canadian laws may differ from requirements of the United States applicable to registration statements under the U.S, Securities Act and to proxy statements under the Exchange Act. The financial statements and other financial information included or incorporated by reference in this Circular have been prepared in accordance with IFRS and thus may not be comparable to financial statements and financial information of United States companies,

NEITHER THE NEW FISSION SHARES NOR THE ALPHA SPINCO SHARES ISSUABLE TO ALPHA SHAREHOLDERS PURSUANT TO THE ALPHA ARRANGEMENT AND THE REPLACEMENT FISSION OPTIONS ISSUABLE TO ALPHA OPTIONHOLDERS PURSUANT TO THE ALPHA ARRANGEMENT HAVE BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE.

See “The Meeting - The Arrangement - Regulatory Law Matters and Securities Law Matters".

Risk Factors

Alpha Securityholders should carefully consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: (i) the Arrangement Agreement may be terminated in certain circumstances, including in the event of a change having an Alpha Material Adverse Effect or Fission Material Advsere Effect; (ii) there can be no certainty that all conditions precedent to the Alpha Arrangement will be satisfied; (iii) Alpha will incur costs even if the Alpha Arrangement is not completed, and also may be required to pay the Alpha Termination Fee or the Alpha Expense Fee to Fission; (iv) Alpha Shareholders will receive a fixed number of New Fission Shares based on a fixed exchange ratio that was determined more than two months before the date of the Meeting and due to share price movements since then, the price of Fission Shares relative to Alpha Shares may have changed from when the exchange ratio was agreed; (v) directors and executive officers of Alpha may have interests in the Alpha Arrangement that are different from those of the Alpha Shareholders; (vi) the market price for Alpha Shares and New Fission Shares and Alpha Spinco Shares (if Alpha Spinco Shares are listed) may decline; (vii) Alpha, Alpha Spinco, Fission, the Depositary and any relevant intermediary may sell Alpha Spinco Shares on behalf of an Alpha Shareholder to satisfy Alpha's withholding tax obligations (including any applicable interest and penalties) arising as a result of any deemed dividend. Any such sales may negatively impact the trading price of the Alpha Spinco Shares (if listed); (viii) there is no guarantee that the Alpha Spinco Shares will be listed on the TSXV or that a market for such shares will develop; (ix) Alpha Spinco Shares may not be qualified investments under the Tax Act for a Registered Plan; (x)the Alpha Arrangement is not intended to be a tax-free transaction for U.S. federal income tax purposes and may result in adverse U.S. tax consequences to U.S. Holders; and (xi) the issue of New Fission Shares under the Arrangement and their subsequent sale may cause the market price, respectively, of New Fission Shares to decline from current or anticipated levels.

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For more information see "The Meeting - The Arrangement - Risks Associated with the Arrangement". Additional risks and uncertainties, including those currently unknown or considered immaterial by Alpha, may also adversely affect the Alpha Shares, the New FissionShares, the Alpha Spinco Shares, and/or the businesses of Alpha, Fission and Alpha Spinco. In addition to the risk factors relating to the Alpha Arrangement set out in this Circular, Alpha Fission Securityholders should also carefully consider the risk factors associated with the businesses of Alpha, Fission and Alpha Spinco included in this Circular, including the documents incorporated by reference therein. See "The Meeting - The Arrangement - Risks Associated with the Alpha Arrangement”, “Information Concerning Alpha”, Appendix "E" -"Information Concerning Fission - Risk Factors” and Appendix “F" - "Information Concerning Alpha Spinco - Risk Factors", for a description of these risks.

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GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by the management of Alpha for use at the Meeting to be held on November 28, 2013, at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors and regular employees of Alpha at nominal cost paid by Alpha. In addition, Alpha may directly or indirectly solicit proxies throughout a soliciting dealing or proxy solicitation agent, at its cost. Alpha has retained Laurel Hill to assist it in connection with the Company’s communications with Shareholders. In connection with these services, Laurel Hill is expected to receive an estimated fee of approximately $30,000, plus out-of-pocket expenses.

How a Vote is Passed

At the Meeting, Alpha Securityholders will be asked, among other things, to consider and to vote to approve the Arrangement Resolution approving the Alpha Arrangement. In order to be effective, the Arrangement Resolution must be approved by: (a) a special resolution passed by at least a two-thirds majority of the votes cast by Alpha Shareholders at the Meeting and present in person or by proxy; (b) a special resolution passed by at least a two-thirds majority of the votes cast by Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders, voting as a single class, at the Meeting and present in person or by proxy; and (c) a majority of votes cast by the holders of Alpha Shares, Alpha Warrants and Alpha Options, voting separately by class, at the Meeting and present in person or by proxy, in each case excluding those votes cast in respect of Alpha Shares, Alpha Warrants and Alpha Options, as applicable, held by “related parties” who receive a “collateral benefit” (as such terms are defined in MI 61-101) as a consequence of the Alpha Arrangement.

Who can Vote?

If you are a Registered Alpha Shareholder, Alpha Warrantholder or Alpha Optionholder as at October 23, 2013, you are entitled to attend at the Meeting and cast a vote for each AlphaShare, Alpha Warrant and each Alpha Option registered in your name on the Arrangement Resolution. If the Alpha Shares, Alpha Warrants or Alpha Options are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf, but documentation indicating such officer's authority should be presented at the Meeting. If you are a Registered Alpha Shareholder, Alpha Warrantholders or Alpha Optionholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxyholder to vote in accordance with your instructions. If your AlphaShares are registered in the name of a "nominee" (usually a bank, trust company, securities dealer or other financial institution) you should refer to the section entitled "Non-Registered Holders" set out below.

It is important that your Alpha Shares, Alpha Warrants or Alpha Options be represented at the Meeting regardless of the number of Alpha Shares, Alpha Warrants or Alpha Options you hold. If you will not be attending the Meeting in person, we encourage you to complete, date, sign and return your form of proxy as soon as possible so that your Alpha Shares, Alpha Warrants and/or Alpha Options will be represented.

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Appointment of Proxies

If you do not come to the Meeting, you can still make your votes count by appointing someone who will be there to act as your proxyholder at the Meeting. You can appoint the persons named in the enclosed form of proxy, who are each a director and an officer of Alpha. Alternatively, you can appoint any other person to attend the Meeting as your proxyholder. Regardless of who you appoint as your proxyholder, you can either instruct that appointee how you want to vote or you can let your appointee decide for you. You can do this by completing a form of proxy. In order to be valid, you must return the completed form of proxy forty-eight (48) hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting to our transfer agent, Computershare Investor Services Inc., 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1 or by toll free North American fax number 1-866-249-7775, or by international fax number 1-416-263-9524.

What is a Proxy?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. We have enclosed a form of proxy with this Circular, You should use it to appoint a proxyholder, although you can also use any other legal form of proxy.

Appointing a Proxyholder

The persons named in the enclosed form of proxy are each a director and an officer of Alpha. An Alpha Securityholder who wishes to appoint some other person to represent such Alpha Securityholder at the Meeting may do so by crossing out the name on the form of proxy and inserting the name of the person proposed in the blank space provided in the enclosed form of proxy. Such other person need not be a Alpha Securityholder. To vote your Alpha Shares, Alpha Warrants or Alpha Options, your proxyholder must attend the Meeting. If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder. Those persons are directors and officers of Alpha.

Instructing your Proxy and Exercise of Discretion by your Proxy

You may indicate on your form of proxy how you wish your proxyholder to vote your Alpha Shares, Alpha Warrants or Alpha Options. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your Alpha Shares, Alpha Warrants or Alpha Options in accordance with the instructions you have given.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxyholder can vote your shares or options as he or she thinks fit. If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote FOR the Arrangement Resolution.

Further details about these matters are set out in this Circular. The enclosed form of proxy gives the persons named on it the authority to use their discretion in voting on amendments or variations to matters identified on the Notice of Meeting. At the time of printing this Circular, the management of Alpha is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

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Changing your mind

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used. You may do this by (a) attending the Meeting and voting in person if you were a Registered Alpha Shareholder, Alpha Warrantholder or Alpha Optionholder at the Record Date of October 23, 2013; (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the head office of Alpha at Suite 408 - 1199 West Pender Street Vancouver, BC Canada V6E 2R1; or (d) in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 10:00 a.m. (Vancouver time) on the last Business Day before the day of the Meeting, or delivered to the person presiding at the Meeting before it commences. If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your Alpha Shares, Alpha Warrants and Alpha Options, but to do so you must attend the Meeting in person.

Non-Registered Holders

All Alpha Options are registered in the names of the holders, therefore this section is not applicable to Alpha Optionholders. If your Alpha Shares or Alpha Warrants are not registered in your own name, they will be held in the name of a nominee", usually a bank, trust company, securities dealer or other financial institution and, as such, your nominee will be the entity legally entitled to vote your Alpha Shares or Alpha Warrants and must seek your instructions as to how to vote your Alpha Shares or Alpha Warrants.

Accordingly, unless you have previously informed your nominee that you do not wish to receive material relating to shareholders' meetings, you will have received this Circular from your nominee, together with a form of proxy or a request for voting instruction form ("VIF"). If that is the case, it is most important that you comply strictly with the instructions that have been given to you by your nominee on the VIF. In addition, Alpha's transfer agent provides both telephone voting and internet voting as fully described on the VIF. If you have voted and wish to change your voting instructions, you should contact your nominee to discuss whether this is possible and what procedures you must follow.

If your Alpha Shares are not registered in your own name, Alpha 's transfer agent will not have a record of your name and, as a result, unless your nominee has appointed you as a proxyholder, will have no knowledge of your entitlement to vote. If you wish to vote in person at the Meeting, therefore, please insert your own name in the space provided on the form of proxy or VIF that you have received from your nominee. If you do this, you will be instructing your nominee to appoint you as proxyholder. Please adhere strictly to the signature and return instructions provided by your nominee. It is not necessary to complete the form in any other respect, since you will be voting at the Meeting in person. Please register with the transfer agent, Computershare Investor Services Inc., upon arrival at the Meeting.

The Notice of Meeting and this Circular are being sent to both registered and non-registered owners of Alpha Shares, Alpha Warrants and to holders of Alpha Options. All Alpha Options are held by registered holders. If you are a non-registered holder of Alpha Shares or Alpha Warrants and we have sent these materials to you directly, your name and address and information about your holdings of Alpha Shares or Alpha Warrants have been obtained in accordance with applicable securities regulatory requirements from the nominee holding the securities on your behalf. By choosing to send these materials to you directly, Alpha (and not your nominee) has assumed responsibility for (i) delivering these materials to you, and (ii)

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executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions form.

Voting Securities and Principal Holders

The authorized voting share capital of Alpha consists of an unlimited number of Alpha Shares. Each holder of Alpha Shares is entitled to one vote for each Alpha Share registered in his or her name, each holder of Alpha Warrants is entitled to one for each Alpha Warrant held and each holder of Alpha Options is entitled to one vote for each Alpha Option held at the close of business on October 23, 2013, the date fixed by the directors as the record date for determining who is entitled to receive notice of and to vote at the Meeting.

At the close of business on October 23, 2013, there were 27,184,432 Alpha Shares, 2,046,543 Alpha Warrants and 2,140,000 Alpha Options outstanding. To the knowledge of Alpha's directors and officers, no persons or companies beneficially own, directly or indirectly, or exercise control or direction over shares carrying more than 10% of the voting rights attached to all Alpha Shares, Alpha Warrants and Alpha Options.

Fission has confirmed to Alpha that neither Fission nor any of its affiliates held any AlphaShares (or securities convertible into Alpha Shares) as at the Record Date.

THE MEETING — THE ARRANGEMENT

At the Meeting, Alpha Securityholders will be asked to consider and, if thought advisable, to pass, the Arrangement Resolution to approve the Alpha Arrangement under the ABCA pursuant to the terms of the Arrangement Agreement and the Alpha Plan of Arrangement. The Alpha Arrangement, the Alpha Plan of Arrangement and the terms of the Arrangement Agreement are summarized below. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement, which has been filed by Alpha under its profile on SEDAR at http://www.sedar.com, and the Alpha Plan of Arrangement, which is attached to this Circular as Appendix "B".

In order to be effective, the Arrangement Resolution must be approved by: (a) a special resolution passed by at least a two-thirds majority of the votes cast by Alpha Shareholders at the Meeting and present in person or by proxy; (b) a special resolution passed by at least a two-thirds majority of the votes cast by Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders, voting as a single class, at the Meeting and present in person or by proxy; and (c) a majority of votes cast by the holders of Alpha Shares, Alpha Warrants and Alpha Options, voting separately by class, at the Meeting and present in person or by proxy, in each case excluding those votes cast in respect of Alpha Shares, Alpha Warrants and Alpha Options, as applicable, held by “related parties” who receive a “collateral benefit” (as such terms are defined in MI 61-101) as a consequence of the Alpha Arrangement. “The Meeting – The Alpha Arrangement – Regulatory Law Matters and Securities Law Matters”.

Unless otherwise directed, it is management's intention to vote FOR the Arrangement Resolution. If you do not specify how you want your Alpha Shares, Alpha Warrants or Alpha Options voted, the persons named as proxyholders will cast the votes represented by your proxy at the Meeting FOR the Arrangement Resolution.

If the Alpha Arrangement is approved at the Meeting and the Alpha Final Order approving the Alpha Arrangement is issued by the Court and the applicable conditions to the completion of the Alpha Arrangement are satisfied or waived, the Alpha Arrangement will take effect commencing

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as soon as possible following completion of the Fission Arrangement on the Effective Date (which is expected to be on or about December 6, 2013).

Pre-Closing Reorganization

Alpha agrees that, upon request by Fission, Alpha shall, and shall cause its Subsidiary to, (i) effect such reorganizations of Alpha’s or its Subsidiary’s business, operations and assets or such other transactions as Fission may request, acting reasonably (each a “Pre-Acquisition Reorganization”) and (ii) co-operate with Fission and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided that the Pre-Acquisition Reorganizations will not, in the opinion of Alpha, impede or materially delay the consummation of the Alpha Arrangement. Fission shall provide written notice to Alpha of any proposed Pre-Acquisition Reorganization at least ten (10) business days prior to: (x) in the event approval of the Alpha Securityholders is required in respect of a proposed Pre-Acquisition Reorganization, the mailing date of the Alpha Meeting; and (y) in any other case, the Effective Date (a “Reorganization Notice”).

Any Pre-Acquisition Reorganization shall not require Alpha or any Subsidiary to contravene any applicable Laws, their respective organization documents or any material Contract and Alpha and its Subsidiary shall not be obligated to take any action that could result in any Taxes being imposed on, or any adverse Tax or other consequences to, any Alpha Securityholders incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Alpha Arrangement in the absence of any Pre-Acquisition Reorganization.

Fission shall indemnify and save harmless Alpha and its Subsidiary from and against any and all Claims or Losses suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization in accordance with a Reorganization Notice. If Fission does not acquire all of the Alpha Shares not already owned by it, Fission shall (i) reimburse Alpha for all costs and expenses including, without limiting the generality of the foregoing, legal fees and disbursements, incurred in connection with any Pre-Acquisition Reorganization.

Alpha Pre-Spinout Reorganization

On the Effective Date, Alpha shall effect the Alpha Pre-Spinout Reorganization as follows: (i) Alpha will transfer the Alpha Spinco Properties to Alpha Spinco, on an “as is where is” basis, in exchange for Alpha Spinco Shares, in accordance with the Alpha Spinco Purchase and Sale Agreement; and (ii) Alpha Spinco will assume the Assumed Alpha Spinco Liabilities pursuant to the Alpha Assumption Agreement in consideration of a cash payment by Alpha in an amount equal thereto, and Alpha will subscribe for Alpha Spinco Shares for an amount equal to $3,000,000.

Following the completion of the Alpha Pre-Spinout Reorganization, the total number of outstanding Alpha Spinco Shares will be equal to one half of the total number of outstanding Alpha Shares immediately prior to Effective Time.

Principal Steps of the Alpha Arrangement

Under the Plan of Arrangement, commencing at the Effective Time, the following principal steps shall occur and shall be deemed to occur without any further act or formality, in the order and timing set out in the Plan of Arrangement:

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Dissent Shares

(a) Each Alpha Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all liens, claims and encumbrances, to Fission and Fission shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 of the Alpha Plan of Arrangement, and the name of each such holder shall be removed from the securities register as a holder of Alpha Shares.

Reorganization of Alpha Share Capital

(b) The authorized share capital of Alpha shall be reorganized and its articles altered as follows: (i) by creating an unlimited number of Alpha Class A Shares; (ii) each Alpha Shareholder (other than a Dissenting Shareholder or Fission) will exchange each Alpha Share held at the Effective Time for (A) one Alpha Class A Share and (B) one-half of one Alpha Spinco Share, and such Alpha Shareholders shall cease to be the holders of the Alpha Shares so exchanged; (iii) the authorized but unissued Alpha Shares shall be cancelled and the authorized capital of Alpha shall be changed by deleting the Alpha Shares as a class of shares of Alpha; (iv) the aggregate amount added to the stated capital of the Alpha Class A Shares shall be equal to the amount if any, by which (A) the aggregate paid-up capital of Alpha Shares (other than Alpha Shares held by the Dissenting Shareholders) immediately prior to the Effective Time, exceeds (B) the fair market value of the Alpha Spinco Shares distributed to the Alpha Shareholders.

Transfer of Alpha Class A Shares for the Consideration

(c) All Alpha Class A Shares shall be transferred to Fission and each holder thereof shall receive, in exchange therefor, the Consideration.

Alpha Options

(d) Each Alpha Option held by an Alpha Optionholder will be exchanged for a Replacement Fission Option to purchase 5.725 New Fission Shares at an exercise price equal to (x) the original exercise price of the Alpha Option minus (y) the fair market value of one-half of one Alpha Spinco Share at the Effective Date;

(e) Except as otherwise provided in Section 3.1 of the Alpha Plan of Arrangement, all terms and conditions of a Replacement Fission Option, will be the same as the Alpha Option for which it is exchanged, including the term to expiry, conditions to and manner of exercising, will be the same as the Alpha Option for which it was exchanged, and shall be governed by the terms of the Fission stock option plan, except that, subject to TSXVapproval, the Replacement Fission Option shall not expire solely as a result of the holder thereof ceasing to be employed or engaged as a consultant, officer or director of Alpha or Fission until the earlier of (x) the expiration date of the Alpha Option for which it is exchanged, and (y) 12 months following the Effective Date. It is intended that subsection 7(1.4) of the Tax Act apply to the foregoing, if required the exercise price of a Replacement Fission Option will be increased such that the In-The-Money Amount of the Replacement Fission Option immediately after the exchange does not exceed the In-The-Money Amount of the Alpha Option immediately before the exchange.

(f) The Alpha Options acquired in exchange for the Replacement Fission Options shall be cancelled without payment.

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Alpha Warrants

(g) In accordance with the terms of the Alpha Warrant Certificates, each Alpha Warrant held by an Alpha Warrantholder shall become a warrant to purchase 5.725 New Fission Shares at an exercise price equal to (x) the original exercise price of the Alpha Warrant minus (y) the fair market value of one-half of one Alpha Spinco Share at the Effective Date. Each Alpha Warrant shall continue to be governed by and be subject to the terms of the applicable Alpha Warrant Certificate. Upon any exercise of an Alpha Warrant, Fission shall issue the necessary number of Fission Shares needed to settle such exercise.

Section 85 Election

(h) An Eligible Shareholder whose Alpha Class A Shares are exchanged for the Consideration pursuant to the Alpha Arrangement shall be entitled to make a joint election with Fission, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a “Section 85 Election”) with respect to the exchange by providing two signed copies of the necessary joint election forms, forms of which will be prepared and provided or made available to Eligible Shareholders by Fission or its representatives, to an appointed representative, as directed by Fission, within 90 days after the Effective Date, duly completed with the details of the number of Alpha Class A Shares transferred and the applicable agreed amount for the purposes of such joint elections. Fission shall, within 90 days after receiving the completed joint election forms from an Eligible Shareholder, and subject to such joint election forms being correct and complete and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Shareholder, for filing with the Canada Revenue Agency (or the applicable provincial tax authority). Neither Fission, Alpha nor any successor corporation shall be responsible for the proper completion of any joint election form, nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any Taxes, interest or penalties resulting from the failure of an Eligible Shareholder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Fission or any successor corporation may choose to sign and return a joint election form received by it more than 90 days following the Effective Date, but will have no obligation to do so.

(i) Upon receipt of a letter of transmittal in which an Eligible Shareholder has indicated that the Eligible Shareholder intends to make a Section 85 Election, Fission will provide access to a web-based system to complete the Section 85 Election (and any applicable provincial or territorial Tax Election forms) to the Eligible Shareholder.

Fission Arrangement

Pursuant to the Fission Arrangement Fission will spinout the Fission Spinco Properties into Fission Spinco. At the Fission Meeting, the Fission Securityholders will be asked to vote on the Fission Arrangement pursuant to terms of the Arrangement Agreement and the Fission Plan of Arrangement. Fission Securityholders are not being asked to vote on the Alpha Arrangement.

Under the Fission Plan of Arrangement, commencing at the Effective Time, the following principal steps shall occur and shall be deemed to occur without any further act or formality, in the order and timing set out in the Fission Plan of Arrangement:

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(a) At the Effective Time: (i) Fission will transfer the Spinout Assets to Fission Spinco in accordance with an asset purchase agreement; (ii) Fission Spinco will assume the Assumed Fission Spinco Liabilities pursuant to an assumption agreement in consideration of a cash payment in an amount equal thereto, and Fission will subscribe for Fission Spinco Shares for an amount equal to $3,000,000; and (iii) following the completion of subparagraphs (a)(i) and (a)(ii), above, the total number of outstanding Fission Spinco Shares will be equal to the total number of outstanding Fission Shares immediately prior to the Effective Time.

(b) At the Effective Time, each Fission Share held by a dissenting shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of all Liens, Claims and encumbrances, to Fission and Fission shall thereupon be obliged to pay the amount therefor determined and payable in accordance with the Fission Plan of Arrangement, and the name of each such holder shall be removed from the securities register as a holder of Fission Shares and such Fission Shares so transferred to Fission shall thereupon be cancelled;

(c) Five minutes after the Effective Time, the authorized share capital of Fission shall be reorganized and its articles amended by:

(i) renaming and redesignating all of the issued and unissued Fission Shares as class A shares;

(ii) providing that the rights, privileges, restrictions and conditions attached to the class A shares are as follows:

(A) to two votes at all meetings of shareholders of Fission except meetings at which only holders of a specified class of shares are entitled to vote and, in such case, shall be entitled to one vote;

(B) to receive, subject to the rights of the holders of another class of shares, any dividend declared by Fission; and

(C) to receive, pari passu with the New Fission Shares, and subject to the rights of the holders of another class of shares, the remaining property of Fission on the liquidation, dissolution or winding up of Fission, whether voluntary or involuntary.

(iii) creating a new class of shares consisting of an unlimited number of common shares without par value;

(iv) providing that the rights, privileges, restrictions and conditions attached to the New Fission Shares are as follows:

(A) to vote at all meetings of shareholders of Fission except meetings at which only holders of a specified class of shares are entitled to vote and shall be entitled to one vote for each common share held;

(B) to receive, subject to the rights of the holders of another class of shares, any dividend declared by Fission; and

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(C) to receive, pari passu with the class A shares, and subject to the rights of the holders of another class of shares, the remaining property of Fission on the liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary.

(d) Ten minutes after the Effective Time, Fission shall undertake a reorganization of capital within the meaning of Section 86 of the Tax Act as follows and in the following order:

(i) each Fission Shareholder (other than a dissenting shareholder) will exchange each class A share held at the Effective Time for (A) one New Fission Share and (B) one Fission Spinco Share, and such Fission Shareholders shall cease to be the holders of the class A shares so exchanged;

(ii) the authorized capital of Fission will be amended to delete the class A shares, none of which are issued and outstanding, and to delete the rights, privileges, restrictions and conditions attached to the class A shares; and

(iii) the aggregate amount added to the stated capital of the New Fission Shares issued pursuant to paragraph(c)(iii) above, shall be equal to the amount if any, by which (A) the aggregate paid-up capital (as that term is defined for the purposes of the Tax Act) of class A shares (other than Fission Shares held by the Dissenting Shareholders) immediately prior to the Effective Time, exceeds (B) the fair market value of the Fission Spinco Shares distributed to the Fission Shareholders.

No fractional shares will be issued and Fission Shareholders will not receive any compensation in lieu thereof. The name of each Fission Shareholder who is so deemed to exchange his, her or its class A shares, shall be removed from the securities register of class A shares with respect to the class A shares so exchanged and shall be added to the securities registers of New Fission Shares and Fission Spinco Shares as the holder of the number of New Fission Shares and Fission Spinco Shares deemed to have been received on the exchange.

(e) Twenty minutes after the Effective Time, each Fission Option held by a Fission Optionholder that was outstanding at the Effective Time will be deemed to be exchanged for an option to purchase one new Fission option at an exercise price equal to (x) the original exercise price of the Fission Option minus (y) the fair market value of one Fission Spinco Share at the Effective Date.

Except as otherwise provided in Section 3.1 of the Fission Plan of Arrangement, the term to expiry, conditions to and manner of exercising, and all other terms and conditions of a new Fission option will be the same as the Fission Option for which it is exchanged, and any document or agreement previously evidencing a Fission Option shall thereafter evidence and be deemed to evidence such New Fission Option. It is intended that subsection 7(1.4) of the Tax Act apply to the above exchanges of Fission Options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a new Fission option, will be increased such that the In-The-Money Amount of the new Fission option immediately after the exchange does not exceed the In-The-Money Amount of the Fission Option immediately before the exchange.

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(f) Twenty-five minutes after the Effective Time, the Fission Options will be cancelled without payment.

(g) Thirty minutes after the Effective Time, Fission will surrender the Fission Spinco Share issued to Fission on incorporation to Fission Spinco for cancellation.

Background to the Alpha Arrangement

In January 2013, the Alpha Board engaged Raymond James as its financial advisor to assist the Alpha Board in assessing its strategic alternatives. In May 2013, Alpha approached Fission with the aim of engaging Fission in preliminary discussions regarding a potential consolidation of the PLS Property. These discussions were terminated by mutual agreement. On August 23, 2013, Fission presented the management of Alpha with a non-binding proposal whereby Fission would be prepared to acquire all outstanding Alpha Shares. On August 24 and August 25, 2013, the Alpha Board and Alpha Special Committee reviewed and considered the non-binding proposal and advised Fission that more time was needed to consider the structure and content of the proposal.

During the last week of August 2013, further discussions ensued regarding the acquisition of Alpha by Fission and a spinout of each of Fission’s and Alpha’s exploration assets other than Fission’s and Alpha’s respective interests in the PLS Property. Upon the conclusion of such negotiations and the approval of their respective boards of directors, a non-binding letter of intent was signed on September 2, 2013 and Fission and Alpha issued a joint press release announcing the Fission Arrangement and Alpha Arrangement on September 3, 2013. From such date until September 17, 2013, Fission and Alpha, together with their legal and financial advisors, completed due diligence on each other and drafted and negotiated the definitive Arrangement Agreement.

On September 17, 2013, the Alpha Special Committee and the Alpha Board reviewed with their respective legal counsel the terms of a draft Arrangement Agreement and met with Raymond James and received an oral opinion of Raymond James as to the fairness, from a financial point of view, of the Consideration to be received by Alpha Shareholders (other than Fission and its affiliates) pursuant to the Alpha Arrangement. See “The Meeting – The Arrangement –Reasons for the Alpha Arrangement” and “The Meeting – The Arrangement – Fairness Opinion”. After careful consideration of the above and taking into account the best interests of Alpha and consultation with its financial and legal advisors and upon receipt of the unanimous recommendation of the Alpha Special Committee, the Alpha Board resolved: (i) that the Alpha Plan of Arrangement is fair to Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders and is in the best interests of Alpha; and (ii) to approve the Arrangement Agreement and the transactions contemplated thereunder. The Arrangement Agreement was executed on the evening of September 17, 2013 and Fission and Alpha issued a joint press release the following morning.

Recommendation of the Alpha Board

After careful consideration of, among other things, the Fairness Opinion and the unanimous recommendation of the Alpha Special Committee, the Alpha Board has determined that the Plan of Arrangement is fair to Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders and is in the best interests of Alpha. Accordingly, the Alpha Board recommends that Alpha Securityholders vote in favour of the Arrangement Resolution.

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Reasons for the Alpha Arrangement

The Alpha Board has reviewed and considered an amount of information and considered a number of factors relating to the Alpha Arrangement with the benefit of advice from Alpha's senior management and its financial and legal advisors. The following is a summary of the principal reasons for the recommendation of the Alpha Board that Alpha Securityholders vote FOR the Arrangement Resolution:

(i) Continued Participation by Alpha Shareholders in the PLS Property Through Fission. Alpha Shareholders, through their ownership of Fission Shares, will continue to participate in the value creation associated with the exploration, development and operation of the PLS Property. Alpha Shareholders will hold approximately 50.7% of the issued and outstanding New Fission Shares upon completion of the Arrangement, or 51.6% on a fully-diluted basis, prior to completion of the Offering (and 49.3% assuming completion of the Offering in its entirety, or 50.3% on a fully-diluted basis).

(ii) Consolidation of PLS Property. Upon completion of the Alpha Arrangement, ownership of the PLS Property will be consolidated in one unified company, removing the current 50:50 ownership which the Parties believe will streamline decisionmaking and allow for other efficiencies.

(iii) Continued Participation by Alpha Shareholders in the Alpha Spinco Properties Through Alpha Spinco. Alpha Shareholders, through their ownership of Alpha Spinco Shares, will continue to participate in the Alpha Spinco Properties being transferred to Alpha Spinco. The former Alpha Shareholders will hold 100% of the issued Alpha Spinco Shares upon completion of the Alpha Arrangement. Alpha Spinco will have approximately $3.0 million in cash to pursue development of the Alpha Spinco Properties. It is expected that the current management of Alpha will continue as management of Alpha Spinco.

(iv) Improved Liquidity. Upon completion of the Alpha Arrangement, Fission will have a greater market capitalization and will have a larger public float, providing Alpha Shareholders with improved liquidity for their investment.

(v) Fairness Opinion. Alpha’s financial advisor, Raymond James, provided the Fairness Opinion that, as at October 29, 2013, subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by Alpha Shareholders pursuant to the Alpha Arrangement is fair, from a financial point of view, to Alpha Shareholders(other than Fission and its affiliates).

(vi) Approval of Alpha Securityholders and the Court are Required. The Arrangement must be approved by: (a) no less than two-thirds of the votes cast in respect of the Arrangement Resolution by Alpha shareholders; (b) no less than two-thirds of the votes cast in respect of the Arrangement Resolution by Alpha shareholders, warrantholders and optionholders, voting as a single class, present in person or represented by proxy at the Meeting and (c) a majority of votes cast by the holders of Alpha shares, warrants and options, voting separately by class, at the Meeting and present in person or by proxy, in each case excluding those

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votes which are required to be excluded pursuant to MI 61-101. In addition, the Alpha Arrangement must also be sanctioned by the Court, which will consider the fairness of the Arrangement to Alpha Securityholders.

(vii) Superior Proposals. The Arrangement Agreement allows the Alpha Board, in the exercise of its fiduciary duties, to respond to certain unsolicited Acquisition Proposals, prior to the Alpha Securityholder Approval, which may be superior to the Arrangement. The Alpha Board received advice from its financial and legal advisors that the deal protection terms including the Alpha Termination Fee, and circumstances for payment of the Alpha Termination Fee, are within the ranges typical in the market for similar transactions and are not a significant deterrent to potential Superior Proposals.

(viii)Dissent Rights. Registered Alpha Shareholders who oppose the Alpha Arrangement may, on strict compliance with the Dissent Procedures, exercise their Dissent Rights and receive the fair value of the Dissent Shares.

(ix) Alpha Voting Agreements. Certain directors and officers of Alpha and certain other Alpha Shareholders have entered into the Alpha VotingAgreements pursuant to which they agreed to vote in favour of the Arrangement. As of the Record Date, such directors and officers and shareholders of Alpha held approximately 12.97% of the Outstanding Alpha Voting Securities.

Fairness Opinion

The Alpha Board initially contacted Raymond James regarding a potential advisory engagement in January 2013. By letter agreement dated January 21, 2013, the Alpha Board retained Raymond James to act as its financial advisor in connection with any potential business combination or other similar transaction. Subsequently, the Alpha Board and the Alpha Special Committee engaged Raymond James pursuant to an engagement letter dated October 25, 2013 to evaluate the fairness to the Alpha Shareholders, from a financial point of view, of the Consideration to be received by Alpha Shareholders pursuant to the Alpha Arrangement. In connection with the Alpha Arrangement, the Alpha Board and the Alpha Special Committee received a written opinion dated October 29, 2013 from Raymond James, which states that, as of October 29, 2013, and subject to the assumptions, limitations and qualifications set out therein, the consideration to be received by Alpha Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Alpha Shareholders (other than Fission and its affiliates). The full text of the Fairness Opinion, which sets forth certain assumptions made, matters considered and limitations on the review undertaken in connection with the Fairness Opinion, is attached as Appendix "C" to this Circular. Alpha Shareholders are urged to, and should, read the Fairness Opinion in its entirety. This summary is qualified in its entirety by reference to the full text of the Fairness Opinion.

Subject to the terms of its engagement, Raymond James has consented to the inclusion in this Circular of the Fairness Opinion in its entirety, together with the summary herein and other information relating to Raymond James and the Fairness Opinion. The Fairness Opinion addresses only the fairness, from a financial point of view, of the consideration to be received by the Alpha Shareholders pursuant to the Arrangement to Alpha Shareholders and does not and should not be construed as a valuation of Alpha, Fission or Alpha Spinco (or any of their

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affiliates) or their respective assets, liabilities or securities or as a recommendation to any Alpha Securityholder as to how to vote with respect to the Alpha Arrangement or any other matter at the Meeting.

Treatment of Alpha Options and Alpha Warrants

Pursuant to the Alpha Arrangement:

(a) Each Alpha Option held by an Alpha Optionholder will be exchanged for aReplacement Fission Option, being an option to purchase 5.725 New Fission Shares at an exercise price equal to (x) the original exercise price of the Alpha Option minus (y) the fair market value of one-half of one Alpha Spinco Share at the Effective Date;

(b) Except as otherwise provided in Section 3.1 of the Alpha Plan of Arrangement, all terms and conditions of a Replacement Fission Option, will be the same as the Alpha Option for which it is exchanged, including the term to expiry, conditions to and manner of exercising, will be the same as the Alpha Option for which it was exchanged, and shall be governed by the terms of the Fission stock option plan, except that, subject to TSXV approval, the Replacement Fission Option shall not expire solely as a result of the holder thereof ceasing to be employed or engaged as a consultant, officer or director of Alpha or Fission until the earlier of (x) the expiration date of the Alpha Option for which it is exchanged, and (y) 12 months following the Effective Date; and

(c) The Alpha Options acquired in exchange for the Replacement Fission Options shall be cancelled without payment.

Pursuant to the Alpha Arrangement:

(d) In accordance with the terms of the Alpha Warrant Certificates, each Alpha Warrant held by an Alpha Warrantholder shall become a warrant to purchase 5.725 New Fission Shares at an exercise price equal to (x) the original exercise price of the Alpha Warrant minus (y) the fair market value of one-half of one Alpha Spinco Share at the Effective Date. Each Alpha Warrant shall continue to be governed by and be subject to the terms of the applicable Alpha Warrant Certificate. Upon any exercise of an Alpha Warrant, Fission shall issue the necessary number of Fission Shares needed to settle such exercise.

Approval of Arrangement Resolution

In order to implement the Alpha Arrangement, the Arrangement Resolution must be approved by: (a) a special resolution passed by at least a two-thirds majority of the votes cast by Alpha Shareholders at the Meeting and present in person or by proxy; (b) a special resolution passed by at least a two-thirds majority of the votes cast by Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders, voting as a single class, at the Meeting and present in person or by proxy; and (c) a majority of votes cast by the holders of Alpha Shares, Alpha Warrants and Alpha Options, voting separately by class, at the Meeting and present in person or by proxy, in each case excluding those votes cast in respect of Alpha Shares, Alpha Warrants and Alpha Options, as applicable, held by “related parties” who receive a “collateral benefit” (as such terms are defined in MI 61-101) as a consequence of the Alpha Arrangement. See “The Meeting –The Alpha Arrangement – Regulatory Law Matters and Securities Law Matters”

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The Alpha Board has approved the terms of the Arrangement Agreement and the Alpha Plan of Arrangement and recommends that the Alpha Securityholders vote FOR the Arrangement Resolution. See "The Meeting – The Alpha Arrangement —Recommendation of the Alpha Board" above.

Alpha Voting Agreements

On September 17, 2013, Fission entered into the Alpha Voting Agreements with certain of the directors and officers and shareholders of Alpha. The Alpha Voting Agreements set forth, among other things, the agreement of such directors and officers and shareholders to vote their Alpha Shares, Alpha Warrants (if any) and Alpha Options (if any) in favour of the Alpha Arrangement. As of the Record Date, 4,068,199 of the Outstanding Alpha Voting Securities were subject to the Alpha Voting Agreements, representing approximately 12.97% of the Outstanding Alpha Voting Securities.

The Alpha Voting Agreements require voting support and prohibit solicitation of an alternative Acquisition Proposal. Each Alpha Locked-up Shareholder has agreed to vote his or her owned (directly or indirectly) securities of Alpha, to the extent it is so entitled, in favour of the Alpha Arrangement and against any other matter that could reasonably be expected to delay, prevent or frustrate the completion of the Alpha Arrangement. Under the terms of the Alpha Voting Agreements, Fission has acknowledged that any Alpha Locked-up Shareholder who is also a director or officer of Alpha is bound under the Alpha Voting Agreement only in such person's capacity as a securityholder, and not in his or her capacity as a director or officer.

The Alpha Voting Agreements terminate upon: (i) mutual agreement; (ii) a party's election following a breach of the other party's covenant, representation or warranty; (iii) the completion of the Alpha Arrangement; or (iv) the date of termination of the Arrangement Agreement in accordance with the terms thereof.

Under the terms of the Alpha Voting Agreements, Alpha Warrants and Alpha Options may be exercised in accordance with their terms.

Fission has confirmed to Alpha that neither Fission nor any of its affiliates held any Alpha Shares (or securities convertible into Alpha Shares) as at the Record Date.

Completion of the Alpha Arrangement

The Alpha Arrangement will become effective as soon as possible following completion of the Fission Arrangement on the date following the date upon which all of the conditions to completion of the Alpha Arrangement as set out in the Arrangement Agreement have been satisfied or waived in accordance with the Arrangement Agreement, all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, acting reasonably, and the filings required under the ABCA have been filed with the Director. Completion of the Alpha Arrangement is expected to occur on or about December 6, 2013; however, it is possible that completion may be delayed beyond this date if the conditions to completion of the Arrangement cannot be met on a timely basis, but in no event shall completion of the Arrangement occur later than the Outside Date, unless extended by mutual agreement between Alpha and Fission in accordance with the terms of the Arrangement Agreement.

Procedure for Exchange of Securities

New Fission Shares and Cash Consideration

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Kingsdale Shareholders Services Inc. is acting as Depositary under the Alpha Arrangement. The Depositary will receive deposits of certificates representing Alpha Shares and an accompanying Letter of Transmittal, at the office specified in the Letter of Transmittal and will be responsible for delivering share certificates representing New Fission Shares and the cash component of the Consideration to which former Alpha Shareholders are entitled to under the Alpha Arrangement.

At the time of sending this Circular to each Alpha Securityholder, Alpha is also sending the Letter of Transmittal to each Registered Alpha Shareholder. The Letter of Transmittal is for use by Registered Alpha Shareholders only and is not to be used by Non-Registered Holders. Non-Registered Holders should contact their broker or other intermediary for instructions and assistance in receiving the New Fission Shares and the cash component of the Consideration in respect of their Alpha Shares.

Registered Alpha Shareholders are requested to tender to the Depositary any share certificates representing their Alpha Shares along with the duly completed Letter of Transmittal. Within five Business days after the Effective Date, the Depositary will forward to each Registered Alpha Shareholder that submitted an effective Letter of Transmittal to the Depositary, together with the certificate or certificates representing the Alpha Shares held by such Alpha Shareholder immediately prior to the Effective Date, the certificates representing the New Fission Shares to which the Registered Alpha Shareholder is entitled under the Alpha Arrangement, to be sent to or at the direction of such Alpha Shareholder. Certificates representing the New Fission Shares will be registered in such name or names as directed in the Letter of Transmittal, will be either (i) sent to the address or addresses as such Alpha Shareholder directed in their Letter of Transmittal or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the former Alpha Shareholder in the Letter of Transmittal.

A Registered Alpha Shareholder that does not submit an effective Letter of Transmittal prior to the Effective Date may take delivery of the certificates representing the New Fission Shares to which such Alpha Shareholder is entitled pursuant to the Arrangement, by delivering the certificate(s) representing Alpha Shares formerly held by it to the Depositary at the office indicated in the Letter of Transmittal at any time prior to the sixth anniversary of the Effective Date. Such certificates must be accompanied by a duly completed Letter of Transmittal, together with such other documents as the Depositary may require. Certificates representing the New Fission Shares will be registered in such name or names as directed in the Letter of Transmittal, will be either (i) sent to the address or addresses as such Alpha Shareholder directed in its Letter of Transmittal or (ii) made available for pick up at the office of the Depositary in accordance with the instructions of the Registered Alpha Shareholder in the Letter of Transmittal, within five Business days of receipt by the Depositary of the required certificates and documents.

If any certificate, which immediately before the Effective Time represented one or more outstanding Alpha Shares in respect of which, pursuant to the Arrangement, the holder was entitled to receive New Fission Shares, is lost, stolen or destroyed, upon the making of an affidavit or statutory declaration of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate, certificates representing New Fission Shares to which such Registered Alpha Shareholder is entitled pursuant to the Alpha Arrangement. When authorizing delivery of certificates representing New Fission Shares that a former Alpha Shareholder is entitled to receive in exchange for any lost, stolen or destroyed certificate, such former holders to whom certificates are to be delivered will be required, as a condition precedent to the delivery thereof, to give a bond satisfactory to Alpha, Fission and the Depositary in such amount as Alpha, Fission and the Depositary may direct or otherwise indemnify Alpha, Fission and the Depositary

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in a manner satisfactory to them, against any claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

A Registered Alpha Shareholder must deliver to the Depositary at the office listed in the Letter of Transmittal: the share certificates representing their Alpha Shares; a Letter of Transmittal in the form provided with this Circular, properly completed and duly executed as required by the instructions set out in the Letter of Transmittal; and any other documentation required by the instructions set out in the Letter of Transmittal.

Except as otherwise provided in the instructions to the Letter of Transmittal, the signature on the Letter of Transmittal must be guaranteed by an Eligible Institution. If a Letter of Transmittal is executed by a person other than the registered holder of the share certificate(s) deposited therewith, the share certificate(s) must be endorsed or be accompanied by an appropriate securities transfer power of attorney, duly and properly completed by the registered holder, with the signature on the endorsement panel, or securities transfer power of attorney guaranteed by an Eligible Institution.

Alpha Spinco Shares

As soon as practicable after the Effective Date, Alpha Spinco shall cause to be issued to the registered holders of the Alpha Spinco Shares, certificates representing the number of Alpha Spinco Shares to which such holders are entitled following the Effective Date and shall cause such certificates to be delivered or mailed to such holders.

Alpha Warrants

No new warrant certificates shall be issued with respect to the Alpha Warrants under the Alpha Arrangement. Rather, after the Effective Time, the warrant certificates representing the Alpha Warrants will entitle the holder, on exercise, to acquire New Fission Shares, as adjusted in accordance with the Alpha Arrangement.

Replacement Fission Options

As soon as practicable after the Effective Date, Fission shall cause to be issued to the holders of the Alpha Options, certificates representing the number of Replacement Fission Options to which such holders are entitled following the Effective Date and shall cause such certificates to be delivered or mailed to such holders.

No Fractional Shares to be Issued

No fractional New Fission Shares or Alpha Spinco Shares shall be issued to any former Alpha Shareholder or to any former Alpha Optionholder or Alpha Warrantholder on the exercise of Replacement Fission Options or Alpha Warrants. The number of New Fission Shares to be issued to a former Alpha Shareholder, Alpha Warrantholder upon exercise of a Alpha Warrants or a former Alpha Optionholder upon exercise of Replacement Fission Options shall be rounded down to the nearest whole New Fission Share and such former Alpha Shareholder, Alpha Warrantholder or former Alpha Optionholder shall not be entitled to any compensation in respect thereof. The number of Alpha Spinco Shares or New Fission Shares to be transferred or issued (as applicable) to a former Alpha Shareholder shall be rounded down to the nearest whole Alpha Spinco Share or New Fission Share (as the case may be) and such former Alpha Shareholder shall not be entitled to any compensation in respect of thereof.

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Cancellation of Rights after Six Years

Any certificate which immediately before the Effective Time represented outstanding AlphaShares and which has not been surrendered, with a duly completed Letter of Transmittal and all other documents required by the Depositary, on or before the date that is six years after the Effective Date, will cease to represent any claim for New Fission Shares or the cash component of the Consideration or any other claim against or interest of any kind or nature in Alpha orFission. Accordingly, former Alpha Shareholders who do not deposit with the Depositary a duly completed Letter of Transmittal and certificates representing their Alpha Shares on or before the date that is six years after the Effective Date will not receive New Fission Shares, the cash component of the Consideration or any other consideration in exchange therefor and will not own any interest in Alpha or Fission and such former Alpha Shareholders will not be paid any other compensation.

Effects of the Arrangement on Alpha Shareholders' Rights

Alpha Shareholders receiving New Fission Shares and Alpha Spinco Shares under the Arrangement will become shareholders of Fission and Alpha Spinco. The New Fission Shares to be received by Alpha Shareholders pursuant to the Alpha Arrangement are subject to different rights and obligations under the CBCA than under the ABCA. The Alpha SpincoShares to be received by Alpha Shareholders pursuant to the Alpha Arrangement are subject to different rights and obligations under the Business Corporations Act (British Columbia) than under the ABCA. Alpha Securityholders are encouraged to consult with their legal advisors for greater detail with respect to these differences.

Court Approval of the Arrangement

An arrangement under the ABCA requires Court approval.

Alpha Interim Order

On October 28, 2013, Alpha obtained the Alpha Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and certain other procedural matters. The text of the Alpha Interim Order is set out in Appendix "D" to this Circular.

Alpha Final Order

Subject to the terms of the Arrangement Agreement, and if the Arrangement Resolution is approved by Alpha Securityholder at the Meeting in the manner required by the Alpha Interim Order, Alpha intends to make an application to the Court for the Alpha Order.

The application for the Alpha Final Order approving the Alpha Arrangement is currently scheduled for November 29, 2013 at 2:00 p.m. (Calgary time), or as soon thereafter as counsel may be heard, at the Courthouse, Calgary Courts Centre, 601 - 5 Street SW, Calgary, Alberta, T2P 5P7, or at any other date and time as the Court may direct. Any Alpha Securityholder or any other interested party who wishes to appear or be represented and to present evidence or arguments at that hearing of the application for the Alpha Final Order must file and serve a response to petition no later than 4:00 p.m. (Calgary time) on November 25, 2013 along with any other documents required, all as set out in the Alpha Interim Order and the Originating Application, the text of which are set out in Appendix "D" to this Circular, and satisfy any other requirements of the Court. Such persons should consult with their legal advisors as to the necessary requirements. In the event that the hearing is adjourned, then, subject to further order

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of the Court, only those persons having previously filed and served a response to petition will be given notice of the adjournment.

The Court has broad discretion under the ABCA when making orders with respect to the Alpha Arrangement. The Court will consider, among other things, the fairness and reasonableness of the Alpha Arrangement, both from a substantive and a procedural point of view. The Court may approve the Alpha Arrangement, either as proposed or as amended, on the terms presented or substantially on those terms. Depending upon the nature of any required amendments, Alpha or Fission may determine not to proceed with the Alpha Arrangement.

The New Fission Shares and Alpha Spinco Shares to be received by Alpha Shareholders in exchange for their Alpha Shares pursuant to the Arrangement, and the Replacement FissionOptions to be received by Alpha Optionholders in exchange for their Alpha Options pursuant to the Alpha Arrangement, have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and will be issued and exchanged in reliance upon the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof and exemptions provided under the securities laws of each state of the United States in which Alpha Shareholders and Alpha Optionholders reside. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court will be advised prior to the hearing of the application for the Final Order that if the terms and conditions of the Arrangement, and the fairness thereof, are approved by the Court, the New Fission Shares and Alpha Spinco Shares to be received by Alpha Shareholders pursuant to the Arrangement and the Replacement Fission Options to be received by Alpha Optionholders pursuant to the Arrangement will not require registration under the U.S. Securities Act. Accordingly, the Alpha Final Order of the Court will, if granted, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act with respect to the issuance and exchange of the Fission Shares and Alpha Spinco Shares for the Alpha Shares pursuant to the Arrangement and the issuance and exchange of the Replacement Fission Options for the Alpha Options pursuant to the Alpha Arrangement. See "The Meeting — The Arrangement — Regulatory Law Matters and Securities Law Matters — United States Securities Law Matters" below.

For further information regarding the Court hearing and your rights in connection with the Court hearing, see the form of Notice of Hearing of Petition attached at Appendix to this Circular. The Notice of Hearing of Petition constitutes notice of the Court hearing of the application for the Alpha Final Order and is your only notice of the Court hearing.

Regulatory Approvals

The Alpha Shares are listed and posted for trading on the TSXV and the Fission Shares are listed and posted for trading on the TSXV. It is a condition of the Alpha Arrangement that the TSXV shall have conditionally approved for listing the New Fission Shares to be issued or made issuable in connection with the Alpha Arrangement. The TSXV has conditionally approved the listing of the New Fission Shares to be issued under the Alpha Arrangement and issuable on the exercise of the Replacement Fission Options and Alpha Warrants after completion of the Alpha Arrangement, subject to filing certain documents following the closing of the Alpha Arrangement.

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Application will be made for the listing of the Alpha Spinco Shares on the TSXV. Any listing will be subject to meeting initial listing requirements of the TSXV. There can be no assurance as to if, or when, the Alpha Spinco Shares will be listed or traded on the TSXV or any other stock exchange. It is not a condition of the Alpha Arrangement that the TSXV shall have approved the listing of the Alpha Spinco Shares on the TSXV. As the Alpha Spinco Shares are not listed on a stock exchange, unless and until such a listing is obtained, holders of Alpha Spinco Shares may not have a market for their shares.

In addition, the TSXV has provided Alpha conditional approval of the Alpha Arrangement.

Regulatory Law Matters and Securities Law Matters

Other than the Final Order and the approval of the TSXV, Alpha is not aware of any material approval, consent or other action by any federal, provincial, state or foreign government or any administrative or regulatory agency that would be required to be obtained in order to complete the Alpha Arrangement. In the event that any such approvals or consents are determined to be required, such approvals or consents will be sought. Any such additional requirements could delay the Effective Date or prevent the completion of the Alpha Arrangement. While there can be no assurance that any regulatory consents or approvals that are determined to be required will be obtained, Alpha currently anticipates that any such consents and approvals that are determined to be required will have been obtained or otherwise resolved by the Effective Date. Subject to receipt of the Alpha Securityholder Approval at the Meeting, receipt of the Alpha Final Order and the satisfaction or waiver of all other conditions specified in the Arrangement Agreement, the Effective Date is expected to be on or about December 6, 2013.

Canadian Securities Law Matters

Each Alpha Securityholder is urged to consult such Alpha Securityholder's professional advisors to determine the Canadian conditions and restrictions applicable to trades in the New Fission Shares or Alpha Spinco Shares.

Status under Canadian Securities Laws

Alpha is a reporting issuer in British Columbia and Alberta. The Alpha Shares currently trade on the TSXV. After the Alpha Arrangement, Alpha will be a wholly-owned subsidiary of Fission, the Alpha Shares will be delisted from the TSXV (delisting is anticipated to be effective two or three Business Days following the Effective Date) and Fission expects to apply to the applicable Canadian securities regulators to have Alpha cease to be a reporting issuer.

Upon completion of the Alpha Arrangement, Alpha Spinco expects that it will be a reporting issuer in British Columbia and Alberta. Application will be made for the listing of the Alpha Spinco Shares on the TSXV. Any listing will be subject to meeting the initial listing requirements of the TSXV. There can be no assurance as to if, or when, the Alpha Spinco Shares will be listed or traded on the TSXV or any other stock exchange. It is not a condition of the Alpha Arrangement that the TSXV shall have approved the listing of the Alpha Spinco Shares on the TSXV. As the Alpha Spinco Shares are not listed on a stock exchange, unless and until such a listing is obtained, holders of Alpha Spinco Shares may not have a market for their shares.

Distribution and Resale of New Fission Shares and Alpha Spinco Shares under Canadian Securities Laws

The distribution of the New Fission Shares and Alpha Spinco Shares pursuant to the Alpha Arrangement will constitute a distribution of securities which is exempt from the prospectus

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requirements of Canadian securities legislation and is exempt from or otherwise is not subject to the registration requirements under applicable securities legislation. The New Fission Shares and Alpha Spinco Shares (if listed) received pursuant to the Alpha Arrangement will not be legended and may be resold through registered dealers in each of the provinces of Canada provided that (i) the trade is not a "control distribution" as defined National Instrument 45-102 "Resale of Securities" of the Canadian Securities Administrators, (ii) no unusual effort is made to prepare the market or to create a demand for the New Fission Shares or the Alpha Spinco Shares, as the case may be, (iii) no extraordinary commission or consideration is paid to a person or company in respect of such sale, and (iv) if the selling security holder is an insider or officer of Fission or Alpha Spinco, as the case may be, the selling security holder has no reasonable grounds to believe that Fission or Alpha Spinco, as the case may be, is in default of applicable Canadian securities laws.

Multilateral Instrument 61-101 – Minority Approval

Alpha is subject to the provisions of MI 61-101. MI 61-101 is intended to regulate insider bids, issuer bids, business combinations and related party transactions to ensure equality of treatment among securityholders, valuations and approval and oversight of certain transactions by a special committee of independent directors.

Pursuant to MI 61-101, in addition to the approval of the Arrangement Resolution by not less than 66•% of the votes cast by: (a) Alpha Shareholders; and (b) Alpha Securityholders, voting as a single class, present in person or represented by proxy at the Meeting, the Alpha Arrangement would also require "minority approval", being the approval of a simple majority of the votes cast by the holders of Alpha Shares, Alpha Warrants and Alpha Options, voting separately by class, in each case excluding votes cast in respect of Alpha Shares, Alpha Warrants and Alpha Options, as applicable, held by "related parties" who receive a "collateral benefit" (as such terms are defined in MI 61-101) as a consequence of the Arrangement.

In connection with the Alpha Arrangement, Benjamin Ainsworth, the President and Chief Executive Officer of Alpha, and Kurt Bordian, the Chief Financial Officer of Alpha, will receive compensation in the form of termination payments upon completion of a “change of control” of Alpha. See "Interests of Certain Persons in the Alpha Arrangement". The receipt of terminationpayments may be considered to be a "collateral benefit" for the purposes of MI 61-101. MI 61-101 expressly excludes benefits from being "collateral benefits" if such benefits are received solely in connection with the related party's services as an employee, director or consultant under certain circumstances, including that the benefits are disclosed in the disclosure document for the transaction, and, at the time the transaction is agreed to, the related party and its associated entities (as defined in MI 61-101) beneficially own, or exercise control or direction over, less than 1% of the outstanding securities of each class of equity securities of the issuer (being, in the case of Alpha, Alpha Shares, the Alpha Options and the Alpha Warrants).

Benjamin Ainsworth, the President and Chief Executive Officer of Alpha beneficially owns or exercises control or direction over more than 1% of the Alpha Shares and Alpha Options. Kurt Bordian, the Chief Financial Officer of Alpha, beneficially owns or exercises control or direction over more than 1% of the Alpha Options.

The minority approval requirements of MI 61-101 also do not apply to related parties where an independent committee of directors determines, acting in good faith, that the value of the benefits received by a related party, net of any offsetting costs to the related party, is less than 5% of the value the related party expects to receive pursuant to the transaction, provided that the independent committee's determination is disclosed in the disclosure document for the transaction.

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Each of Mr. Ainsworth and Mr. Bordian are entitled to receive a benefit of $288,000 as a result of termination payments pursuant to their respective consulting agreements. See "Interests of Certain Persons in the Alpha Arrangement". Alpha has determined that the value of the benefit in each case is greater than 5% of the value of the consideration that each of Mr. Ainsworth and Mr. Bordian are entitled to receive under the Alpha Arrangement. As a result, the severance payments to be received by each of Mr. Ainsworth and Mr. Bordian will be considered to be“collateral benefits” under MI 61-101. As a result, the votes attaching to Alpha Shares, Alpha Warrants and Alpha Options beneficially owned, or over which control or direction is exercised, by each of Messrs. Ainsworth and Bordian will be excluded in determining whether minority approval of the Arrangement Resolution has been obtained.

Mr. Ainsworth beneficially owns, or has control or direction over, 365,000 Alpha Shares, 230,000 Alpha Options and 25,000 Alpha Warrants. Mr. Bordian beneficially owns, or has control or direction over, 500 Alpha Shares and 240,000 Alpha Options.

United States Securities Law Matters

The following discussion is a general overview of certain requirements of U.S. federal securities laws that may be applicable to Alpha Securityholders. All Alpha Shareholders are urged to consult with their own legal advisors to ensure that any resale of New Fission Shares or Alpha Spinco Shares issued to them pursuant to the Alpha Arrangement complies with applicable U.S. federal and state securities laws.

Further information applicable to U.S. Alpha Securityholders is disclosed under the heading "Note to United States Securityholders".

The following discussion does not address the Canadian securities laws that will apply to the issue of New Fission Shares and Alpha Spinco Shares or the resale of these securities within Canada by Alpha Shareholders in the United States. Alpha Shareholders in the United States reselling their New Fission Shares and Alpha Spinco Shares in Canada must comply with Canadian securities laws, as outlined elsewhere in this Circular.

Exemption from the Registration Requirements of the U.S. Securities Act

The New Fission Shares and Alpha Spinco Shares issuable to Alpha Shareholders in exchange for their Alpha Shares pursuant to the Arrangement, and the Replacement Fission Options issuable to Alpha Optionholders in exchange for their Alpha Options pursuant to the Alpha Arrangement, have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and will be issued and exchanged in reliance upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and exemptions provided under the securities laws of each state of the United States in which Alpha U.S. Securityholders reside. Section 3(a)(10) of the U.S. Securities Act exempts from registration the offer and sale of a security which is issued in exchange for one or more bona fide outstanding securities, where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered. Accordingly, the Alpha Final Order will, if granted, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the New Fission Shares and the Alpha Spinco Shares to be issued to Alpha Shareholders in exchange for their Alpha Shares pursuant to the Alpha

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Arrangement and with respect to the Replacement Fission Options to be issued to Alpha Optionholders in exchange for their Alpha Options pursuant to the Arrangement.

Resales of New Fission Shares and Alpha Spinco Shares After the Effective Date

The New Fission Shares and Alpha Spinco Shares issuable to Alpha Shareholders in exchange for their Alpha Shares pursuant to the Arrangement will be free from restrictions on resale imposed by the U.S. Securities Act, except by persons who are “affiliates" of Fission or Alpha Spinco, as applicable, after the Effective Date, or were “affiliates" of Fission or Alpha Spinco, as applicable, within 90 days prior to the Effective Date. Persons who may be deemed to be “affiliates" of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

Any resale of New Fission Shares or Alpha Spinco Shares, as applicable, by such an affiliate (or, if applicable, former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. Subject to certain limitations, such affiliates (and former affiliates) may be permitted to resell such New Fission Shares or Alpha Spinco Shares, as applicable, outside the United States without registration under the U.S. Securities Actpursuant to Regulation S under the U.S. Securities Act. In addition, such affiliates (and former affiliates) may also be permitted to resell New Fission Shares or Alpha Spinco Shares, as applicable, pursuant to Rule 144, if available.

Resales by Affiliates Pursuant to Rule 144

In general, pursuant to Rule 144 under the U.S. Securities Act, persons who are "affiliates" of Fission or Alpha Spinco, as applicable, after the Effective Date, or were "affiliates" of Fission or Alpha Spinco, as applicable, within 90 days prior to the Effective Date, will be entitled to sell in the United States, during any three-month period, a portion of the New Fission Shares or Alpha Spinco Shares, as applicable, that they receive pursuant to the Alpha Arrangement, provided that the number of such securities sold does not exceed the greater of one percent of the then outstanding securities of such class or, if such securities are listed on a United States securities exchange, the average weekly trading volume of such securities during the four calendar week period preceding the date of sale, subject to specified restrictions on manner of sale, aggregation rules, notice requirements and the availability of current public information about the issuer.

Resales by Affiliates Pursuant to Regulation S

In general, pursuant to Regulation S under the U.S. Securities Act, at any time that Fission or Alpha Spinco, as applicable, is a "foreign private issuer" (as defined in Rule 3b-4 under the Exchange Act), persons who are "affiliates" of Fission or Alpha Spinco, as applicable, after the Effective Date, or were "affiliates" of Fission or Alpha Spinco, as applicable, within 90 days prior to the Effective Date, solely by virtue of their status as an officer or director of Fission or Alpha Spinco, as applicable, may sell their New Fission Shares or their Alpha Spinco Shares, as applicable, outside the United States in an "offshore transaction" if none of the seller, an affiliate or any person acting on their behalf engages in "directed selling efforts" in the United States with respect to such securities and provided that no selling commission, fee or other remuneration is paid in connection with such sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. For purposes of Regulation S under the U.S. Securities Act, "directed selling efforts" means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect

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of, conditioning the market in the United States for any of the securities being offered. Also, for purposes of Regulation S under the U.S. Securities Act, an offer or sale of securities is deemed to be made in an "offshore transaction" if the offer is not made to a person in the United States and either (a) at the time the buy order is originated, the buyer is outside the United States, or the seller reasonably believes that the buyer is outside of the United States, or (b) the transaction is executed in, on or through the facilities of a "designated offshore securities market" (which would include a sale through the TSXV), and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States. Certain additional restrictions set forth in Rule 903 of Regulation S under the U.S. Securities Act are applicable to offers and sales outside the United States by a holder of New Fission Shares or Alpha Spinco Shares, as applicable, who is an "affiliate" of Fission or Alpha Spinco, as applicable, after the Effective Date, or was an "affiliate" of Fission or Alpha, as applicable, within 90 days prior to the Effective Date, other than by virtue of his or her status as an officer or director of Fission or Alpha Spinco, as applicable.

Exercise of Replacement Fission Options after the Effective Date

Section 3(a)(10) of the U.S. Securities Act does not exempt the issuance of securities upon the exercise of securities that were previously issued pursuant to Section 3(a)(10) of the U.S. Securities Act. Therefore, the New Fission Shares issuable upon exercise of the Replacement Fission Options to be received by Alpha Optionholders pursuant to the Alpha Arrangement, may not be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and the Replacement Fission Options may be exercised only pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Prior to the issuance of New FissionShares or Alpha Spinco Shares pursuant to any such exercise, Fission or Alpha Spinco, as applicable, may require evidence (which may include an opinion of counsel) reasonably satisfactory to Fission or Alpha Spinco, as applicable, to the effect that the issuance of such New Fission Shares or Alpha Spinco Shares, as applicable, does not require registration under the U.S. Securities Act or applicable state securities laws.

New Fission Shares received upon exercise of the Replacement Fission Options by holders that are in the United States or that are U.S. Persons will be restricted securities, as such term is defined in Rule 144, and may not be resold unless such securities are registered under the U.S. Securities Act and all applicable state securities laws or unless an exemption from such registration requirements is available.

Exercise of of Alpha Warrants before and after the Effective Date

The Alpha Warrants are not part of any exchange or new issuance in connection with the Alpha Arrangement. The Alpha Warrants previously issued will continue to be outstanding and, by their terms and without any exchange of new securities or action on the part of the Alpha Warrantholders, upon exercise will entitle the Alpha Warrantholders to receive New Fission Shares. See “The Alpha Arrangement – Alpha Warrants.” Accordingly, the Alpha Arrangement will not change the character of the Alpha Warrants, as restricted or free trading, under the U.S. Securities Act. The exemption provided by Section 3(a)(10) of the U.S. Securities Act will not apply to the Alpha Warrants or the New Fission Shares issuable upon exercise of the Alpha Warrants because it does not exempt the issuance of securities that were previously issued.

The foregoing discussion is only a general overview of certain requirements of United States federal securities laws applicable to the resale of New Fission Shares and Alpha Spinco Shares pursuant to the Alpha Arrangement and the exercise of Replacement Fission Options issuable pursuant to the Alpha Arrangement as well as the exercise of

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Alpha Warrants. All holders of such securities are urged to consult with their legal counsel to ensure that the resale of their securities complies with applicable securities legislation.

Fees and Expenses

All expenses incurred in connection with the Alpha Arrangement and the transactions contemplated thereby shall be paid by the Party incurring such expense.

Interests of Certain Persons in the Arrangement

In considering the recommendation of the Alpha Board with respect to the Alpha Arrangement, Alpha Shareholders should be aware that certain members of Alpha’s senior management and the Alpha Board have certain interests in connection with the Alpha Arrangement that may present them with actual or potential conflicts of interest in connection with the Alpha Arrangement.

Directors

The directors (other than directors who are also executive officers) hold, in the aggregate, 53,400 Alpha Shares, representing approximately 0.196% of the Alpha Shares outstanding on the Record Date. Such directors hold, in the aggregate, 595,000 Alpha Options, representing approximately 27.8% of the Alpha Options outstanding on the Record Date and 4,500 Alpha Warrants, representing approximately 0.22% of the Alpha Warrants outstanding on the Record Date. The directors' holdings of Alpha Shares, Alpha Warrants and Alpha Options represent, in the aggregate, approximately 2.1% of the Alpha Voting Securities as of the Record Date. All of the Alpha Shares, Alpha Warrants and Alpha Options held by the directors will be treated in the same fashion under the Alpha Arrangement as Alpha Shares, Alpha Warrants and AlphaOptions held by every other Alpha Shareholder, Alpha Warrantholder and Alpha Optionholder, respectively.

Consistent with standard practice in similar transactions, in order to ensure that the directors do not lose or forfeit their protection under liability insurance policies maintained by Alpha, the Arrangement Agreement provides for the maintenance of such protection for six years. See “The Meeting - The Arrangement - Interests of Certain Persons in the Arrangement -Indemnification and Insurance" below.

Executive Officers

The current responsibility for the general management of Alpha is held and discharged by a group of four executive officers. The executive officers of Alpha are as follows:

Name Position Alpha Shares Alpha Warrants Alpha Options

Benjamin Ainsworth

President / Chief Executive Officer

230,000 25,000 365,000

Michael Gunning Chairman 1,850 -- 350,000

Kurt Bordian Chief Financial Officer

500 -- 240,000

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Garrett Ainsworth

Vice President Exploration

120,610 -- 280,000

The executive officers of Alpha hold, in the aggregate, 352,960 Alpha Shares, 25,000 Alpha Warrants and 1,235,000 Alpha Options, representing approximately 5.14% of the Alpha Voting Securities as of the Record Date. All of the Alpha Shares, Alpha Warrants and Alpha Options held by the executive officers of Alpha will be treated in the same fashion under the Alpha Arrangement as Alpha Shares, Alpha Warrants and Alpha Options held by every other AlphaShareholder, Alpha Warrantholder and Alpha Optionholder, respectively.

Indemnification and Insurance

Pursuant to the Arrangement Agreement, Fission has covenanted that it will, or will cause Alphaand its Subsidiaries to, maintain in effect without any reduction in scope or coverage for six years from the Effective Date customary policies of directors' and officers' liability insurance providing protection no less favourable to the protection provided by the policies maintained by Fission and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date; provided, that Fission shall not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided, further, that the cost of such policy shall not exceed 200% of Alpha’s current annual aggregate premium for policies currently maintained by Alpha or its Subsidiary. Fission has agreed that it shall directly honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of Alpha and its Subsidiaries and has acknowledged that such rights shall survive the completion of the Alpha Plan of Arrangement and shall continue in full force and effect for a period of not less than six years from the Effective Date.

Termination of Consulting Agreements

Alpha has consulting agreements with companies owned and controlled by each of Benjamin Ainsworth and Kurt Bordian, which provide for termination payments, consisting of consulting fees, to such persons upon a "change of control" of Alpha. The completion of the Arrangement constitutes such a "change of control" and it is expected that termination payments in the aggregate amount of approximately $576,000 shall be payable upon completion of the Alpha Arrangement.

The Arrangement Agreement

The description of the Arrangement Agreement, both below and elsewhere in this Circular, is a summary only, is not exhaustive and is qualified in its entirety by reference to the terms of the Arrangement Agreement, which is incorporated by reference herein and may be found under Alpha's profile on SEDAR at http://www.sedar.com.

Effective Date and Conditions of Alpha Arrangement and Fission Arrangement

If the Arrangement Resolution is passed, the Alpha Final Order of the Court is obtained approving the Alpha Arrangement, every requirement of the ABCA relating to the Alpha Arrangement has been complied with and all other conditions disclosed under "The Meeting -The Alpha Arrangement - The Arrangement Agreement - Conditions to the Alpha Arrangement Becoming Effective" are met or waived, the Alpha Arrangement will become effective as soon as possible after completion of the Fission Arrangement on the Effective Date. It is currently

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expected that the Effective Date will be on or about December 6, 2013; however, it is possible that completion may be delayed beyond this date if the conditions to completion of the Alpha Arrangement cannot be met on a timely basis, but in no event shall completion of the Alpha Arrangement occur later than the Outside Date, unless extended by mutual agreement between Fission and Alpha in accordance with the terms of the Arrangement Agreement.

If the Fission Arrangement Resolution is passed, the Fission Final Order of the Court is obtained approving the Fission Arrangement, every requirement of the CBCA relating to the Fission Arrangement has been complied with and all other conditions of the Fission Arrangement are met or waived, the Fission Arrangement will become effective at 12:01 a.m. (Vancouver time) on the Effective Date. It is currently expected that the Effective Date will be on or about December 6, 2013.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by Alpha to Fission and representations and warranties made by Fission to Alpha. Those representations and warranties were made solely for purposes of the Arrangement Agreement and may be subject to important qualifications, limitations and exceptions agreed to by the parties in connection with negotiating its terms and as set out in the disclosure letters delivered in connection with the Arrangement Agreement. Some of the representations and warranties are subject to a contractual standard of materiality or Alpha Material Adverse Effect or Fission Material Adverse Effect, as applicable, different from that generally applicable to public disclosure to AlphaShareholders, or are used for the purpose of allocating risk between the parties to the Arrangement Agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The representations and warranties provided by Alpha in favour of Fission relate to, among other things: (a) the due incorporation, existence, corporate power, authority and qualification to carry on its business; (b) the corporate power, authority and capacity of Alpha to enter into the Arrangement Agreement and perform its obligations thereunder; (c) the execution, delivery and enforceability of the Arrangement Agreement and the completion of the transactions contemplated thereunder will not result in a violation, or breach of or default under Alpha's constating documents, material agreements or permits; (d) Alpha's ownership of its Subsidiaries and the due incorporation, existence, corporate power, authority and qualification to carry on business of each of its Subsidiaries; (e) compliance with applicable Laws; (f) receipt of all Authorizations necessary for the ownership, operation or use of the material assets of Alpha or its Subsidiaries; (g) the capitalization of Alpha and listing of the Alpha Shares; (h) the absence of shareholder, pooling, voting trust or other similar agreements; (i) U.S. securities law matters; (j) the filing of required public disclosure documents, the absence of untrue statements of material facts and compliance by Alpha with applicable securities Laws; (k) the preparation of Alpha’s financial statements in accordance with IFRS, the establishment and maintenance of a system of disclosure controls and procedures, the reasonable assurance of Alpha’s internal control over financial reporting and the absence of complaints with respect to questionable accounting or auditing practices; (l) the absence of undisclosed liabilities; (m) Alpha’s mineral rights, including with respect to the PLS Property and its right and title to such mineral rights; (n) the timely payment or due performance of payments and obligations; (o) employment law matters; (p) the absence of certain changes or events in the business of Alpha since October 31, 2012; (q) the absence of any claims, actions, proceedings or other litigation matters against or relating to Alpha or its Subsidiaries; (r) the due payment of Taxes and proper filing of Tax returns, the absence of Tax-related claims or proceedings against Alpha or its Subsidiaries, and other Tax-related matters; (s) the accuracy and completeness of the corporate records of Alpha

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and the maintenance of the financial books and records of Alpha and its Subsidiaries; (t) the existence and maintenance of insurance policies of Alpha and its Subsidiaries; (u) the absence of non-arm’s length transactions; (v) employee benefits and labour and employment matters; (w) compliance with environmental regulations; (x) the absence of restrictions on the business of Alpha or its Subsidiaries; (y) the performance of obligations required to be performed under any material Contracts; (z) the status of relations with Alpha’s customers, suppliers, distributors or other sales representatives; (aa) the fees and commissions of brokers, bankers, and advisors in connection with the Alpha Arrangement; (bb) Alpha’s reporting issuer status; (cc) Alpha’s compliance with the rules of the TSXV; (dd) the absence of any expropriation of the property or assets of Alpha or its Subsidiaries; and (ee) the absence of foreign corrupt practices.

The representations and warranties provided by Fission in favour of Alpha relate to, among other things: (a) the due incorporation, existence, corporate power, authority and qualification to carry on its business; (b) the corporate power, authority and capacity of Fission to enter into the Arrangement Agreement and perform its obligations thereunder; (c) the execution, delivery and enforceability of the Arrangement Agreement and the completion of the transactions contemplated thereunder will not result in a violation, or breach of or default under Fission's constating documents, material agreements or permits; (d) Fissions's ownership of its Subsidiaries and the due incorporation, existence, corporate power, authority and qualification to carry on business of each of its Subsidiaries; (e) compliance with applicable Laws; (f) receipt of all Authorizations necessary for the ownership, operation or use of the material assets of Fission or its Subsidiaries; (g) the capitalization of Fission and listing of the Fission Shares; (h) the absence of shareholder, pooling, voting trust or other similar agreements; (i) U.S. securities law matters; (j) the filing of required public disclosure documents, the absence of untrue statements of material facts and compliance by Fission with applicable securities Laws; (k) the preparation of Fission’s financial statements in accordance with IFRS, the establishment and maintenance of a system of disclosure controls and procedures, the reasonable assurance of Alpha’s internal control over financial reporting and the absence of complaints with respect to questionable accounting or auditing practices; (l) the absence of undisclosed liabilities; (m) Fission’s mineral rights, including with respect to the PLS Property and its right and title to such mineral rights; (n) the timely payment or due performance of payments and obligations; (o) employment law matters; (p) the absence of certain changes or events in the business of Alpha since February 13, 2013; (q) the absence of any claims, actions, proceedings or other litigation matters against or relating to Fission or its Subsidiaries; (r) the due payment of Taxes and proper filing of Tax returns, the absence of Tax-related claims or proceedings against Fission or its Subsidiaries, and other Tax-related matters; (s) the accuracy and completeness of the corporate records of Fission and the maintenance of the financial books and records of Fission and its Subsidiaries; (t) the existence and maintenance of insurance policies of Fission and its Subsidiaries; (u) the absence of non-arm’s length transactions; (v) employee benefits and labour and employment matters; (w) compliance with environmental regulations; (x) the absence of restrictions on the business of Fission or its Subsidiaries; (y) the performance of obligations required to be performed under any material Contracts; (z) the status of relations with Fission’s customers, suppliers, distributors or other sales representatives; (aa) the fees and commissions of brokers, bankers, and advisors in connection with the Alpha Arrangement; (bb) Fission’s reporting issuer status; (cc) Fission’s compliance with the rules of the TSXV; (dd) the absence of any expropriation of the property or assets of Fission or its Subsidiaries; and (ee) the absence of foreign corrupt practices.

Conditions to the Alpha Arrangement Becoming Effective

In order for the Alpha Arrangement to become effective, certain conditions must have been satisfied or waived which conditions are summarized below.

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Mutual Conditions

The respective obligations of Alpha and Fission to complete the transactions contemplated in the Arrangement Agreement are subject to the fulfillment of the following conditions on or before the Effective Time or such other time as is specified below: Alpha Securityholder Approval shall have been obtained at the Meeting in accordance with the Alpha Interim Order; the Alpha Interim Order and the Alpha Final Order shall each have been obtained on terms consistent with the Arrangement Agreement, and shall not have been set aside or modified in a manner unacceptable to Alpha and Fission; no Governmental Entity shall have enacted, enforced or entered any Law which is then in effect and has the effect of making the Alpha Arrangement illegal or otherwise prevents or prohibits consummation of the Alpha Arrangement; all Regulatory Approvals shall have been obtained on terms and conditions satisfactory to Alpha and Fission; the Alpha TSXV Approval shall have been obtained; Alpha shall effect the Alpha Pre-Spinout Reorganization and following the completion of the Alpha Pre-Spinout Reorganization, the total number of Alpha Spinco Shares will be equal to one half of the total number of outstanding Alpha Shares immediately prior to the Effective Time; Fission shall effect the Fission Pre-Spinout Reorganization; the New Fission Shares to be issued pursuant to the Alpha Arrangement shall be exempt from the registration requirements of the U.S. Securities Act; and the Arrangement Agreement shall not have been terminated in accordance with its terms.

The foregoing conditions are for the mutual benefit of the parties and may be waived by mutual consent of Alpha and Fission.

Fission Conditions

The obligation of Fission to complete the transactions contemplated in the Arrangement Agreement is subject to the fulfillment of the following additional conditions on or before the Effective Date or such other time as is specified below: all covenants of Alpha under the Arrangement Agreement to be performed on or before the Effective Time which have not been waived by Fission shall have been duly performed by Alpha in all material respects, and Fissionshall have received a certificate of Alpha addressed to Fission and dated the Effective Date, confirming the same as at the Effective Date; all representations and warranties of Alpha set forth in the Arrangement Agreement shall be true and correct in all respects as though made on and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of that specified date) and Fission shall have received a certificate of Alpha addressed to Fission and dated the Effective Date confirming the same as at the Effective Date; there shall not have occurred an Alpha Material Adverse Effect that has not been publicly disclosed by Alpha prior to the date of the Arrangement Agreement or disclosed to Fission in writing prior to the date of the Arrangement Agreement, and since the date of the Arrangement Agreement, there shall not have occurred an Alpha Material Adverse Effect; there shall not be pending or threatened in writing any suit, action or proceeding by any Governmental Entity or any other Person that is reasonably likely to result in a: prohibition or restriction on the acquisition by Fission of any Alpha Shares, restriction or prohibition of the consummation of the Alpha Arrangement; each of the Alpha Voting Agreements shall be in full force and effect and there shall not have occurred any material non-fulfilment or breach of any covenant or agreement, or any material misrepresentation or any incorrectness in or any breach of any representation or warranty, contained in an Alpha Voting Agreement on the part of an Alpha Locked-up Shareholder; the Fission Spinco Shares to be issued pursuant to the Fission Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; the distribution of the Fission Spinco Shares shall be exempt from the prospectus requirements of Canadian securities laws and shall be exempt from the registration requirements of the U.S. Securities Act; there shall be no resale restrictions on

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the Fission Spinco Shares under Securities Laws in Canada, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under Securities Laws in Canada; the Fission Spinco Shares shall not be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, except in respect of Fission Spinco Shares held by Persons who are deemed to be an “affiliate” of Fission as defined in Rule 144 under the U.S. Securities Act; the Fission Securityholder Approval shall have been obtained; holders of no more than 5% of the Alpha Shares shall have exercised Dissent Rights; and holders of no more than 5% of the Fission Shares shall have exercised dissent rights in respect of the Fission Arrangement.

The foregoing conditions are for the exclusive benefit of Fission and may be waived by Fissionin whole or in part at any time.

Alpha Conditions

The obligations of Alpha to complete the transactions contemplated by the Arrangement Agreement is subject to the fulfillment of the following additional conditions on or before the Effective Date or such other time as is specified below: all covenants of Fission under the Arrangement Agreement to be performed on or before the Effective Time shall have been duly performed by Fission in all material respects, and Alpha shall have received a certificate of Fission addressed to Alpha and dated the Effective Date, confirming the same as at the Effective Date; all representations and warranties of Fission set forth in the Arrangement Agreement shall be true and correct in all respects and Alpha shall have received a certificate of Fission addressed to Alpha and dated the Effective Date, confirming the same as at the Effective Date; Fission shall have compled with its obligations under Section 2.9 of the Arrangement Agreement and the Depositary shall have confirmed receipt of the Consideration; there shall not have occurred a Fission Material Adverse Effect that has not been publicly disclosed by Fission prior to the date hereof or disclosed to Alpha in writing prior to the date hereof, and since the date of the Arrangement Agreement, there shall not have occurred a Fission Material Adverse Effect; each of the Fission Voting Agreements shall be in full force and effect and there shall not have occurred any material non-fulfilment or breach of any covenant or agreement, or any material misrepresentation or any incorrectness in or any breach of any representation or warranty, contained in an Fission Voting Agreement on the part of a Fission Locked-up Shareholder; Fission shall have delivered evidence satisfactory to Alpha, acting reasonably, of the approval of the listing and posting for trading on the TSXV of the New Fission Shares, subject only to satisfaction of the customary listing conditions of the TSXV; the Alpha Spinco Shares to be issued pursuant to the Alpha Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; and the distribution of the New Fission Shares, the Alpha Spinco Shares and the Alpha Replacement Options shall be exempt from the prospectus requirements of Canadian securities laws and shall be exempt from the registration requirements of the U.S. Securities Act and: (x) there shall be no resale restrictions on the New Fission Shares, the Alpha Spinco Shares and the Alpha Replacement Options under Securities Laws in Canada, except in respect of those holders who are subject to restrictions on resale as a result of being a “control person” under Securities Laws in Canada; and (y) the New Fission Shares shall not be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, except in respect of New Fission Shares held by Persons who are deemed to be an “affiliate” of Fission as defined in Rule 144 under the U.S. Securities Act.

The foregoing conditions are for the exclusive benefit of Fission and may be waived by Fission in whole or in part at any time.

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Covenants of Alpha

Covenants relating to Conduct of Business

Alpha has made certain covenants intended to ensure that Alpha and each of its Subsidiaries shall carry on business until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms in the ordinary course of business consistent with past practice, except as required or permitted by the Arrangement Agreement. These covenants include, among other things: (a) Alpha shall, and shall cause its Subsidiary to, conduct its and their respective businesses only in, not take any action except in, and maintain their respective facilities, in the ordinary course of business and to use commercially reasonable efforts to preserve intact its and their present business organization and goodwill, to preserve intact Alpha and the PLS Property; (b) other than as expressly permitted or required by the Arrangement Agreement, Alpha shall not, directly or indirectly, and shall cause its Subsidiary not to: (i) issue, sell, grant, award, pledge, dispose of, encumber or agree to issue, sell, grant, award, pledge, dispose of or encumber any Alpha Shares, any Alpha Options or any warrants, calls, conversion privileges or rights of any kind to acquire any Alpha Shares or other securities or any shares of its Subsidiary, other than pursuant to the exercise of existing Alpha Options or Alpha Warrants; (ii) sell, pledge, lease, dispose of, mortgage, licence, encumber or agree to sell, pledge, dispose of, mortgage, licence, encumber or otherwise transfer any assets of Alpha or its Subsidiary or any interest in any assets of Alpha and its Subsidiary having a value greater than $500,000 in the aggregate; (iii) amend or propose to amend the articles, by-laws or other constating documents or the terms of any securities of Alpha or its Subsidiary; (iv) split, combine or reclassify any outstanding Alpha Shares or the securities of its Subsidiary; (v) redeem, purchase or offer to purchase any Alpha Shares or other securities of Alpha or any shares or other securities of its Subsidiary; (vi) without the prior written consent of Fission, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Alpha Shares except, in the case of any of Alpha’s wholly-owned Subsidiary, for dividends payable to Alpha; (vii) reorganize, amalgamate or merge Alpha or its Subsidiary with any other Person; (viii) reduce the stated capital of the shares of Alpha or of its Subsidiary; (ix) incur in excess of $250,000 in expenses in respect of the Alpha Spinco Properties; (x) acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any Person, or make any investment either by purchase of shares or securities, contributions of capital (other than to its Subsidiary), property transfer or purchase of any property or assets of any other Person that has a value greater than $500,000 in the aggregate; (xi) except in the ordinary course of business, incur, create, assume or otherwise become liable for any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities, except for the borrowing of working capital in the ordinary course of business and consistent with past practice, or guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person or make any loans or advances; (xii) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Alpha or its Subsidiary; (xiii) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in Alpha’s financial statements or incurred in the ordinary course of business consistent with past practice; (xiv) authorize, recommend or propose any release or relinquishment of any contractual right, except in the ordinary course of business consistent with past practice; (xv) waive, release, grant, transfer, exercise, modify or amend in any material respect, other than in the ordinary course of the business consistent with past practice, (x) any existing contractual rights in respect of any of PLS Property, (y) any material Authorization, lease, concession, contract or other document, or (z) any other material legal rights or claims; (xvi) waive, release, grant or transfer any rights of value or modify or

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change in any material respect any existing licence, lease, contract or other document, other than in the ordinary course of business consistent with past practice; (xvii) take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension, revocation or limitation of rights under, any material Permits necessary to conduct its businesses as now conducted; or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities; (xviii) incur business expenses other than in the ordinary course and consistent with past practice; (xix) take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Alpha to consummate the Alpha Arrangement or the other transactions contemplated by the Arrangement Agreement; (xx) increase the benefits payable or to become payable to its directors or officers (whether from Alpha or its Subsidiary), enter into or modify any employment, severance, or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, any officer of Alpha or member of the Alpha Board, other than the modification or amendment of those certain agreements with officers of Alpha, solely to extend the termination date of such agreements; (xxi) in the case of employees who are not officers of Alpha or members of the Alpha Board, take any action with respect to the grant of any bonuses, salary increases, severance or termination pay or with respect to any increase of benefits payable in effect on the date hereof; or (xxii) take any action, permit any inaction or enter into any transaction other than in accordance with or as contemplated in the Arrangement Agreement, the Alpha Plan of Arrangement, the Alpha Spinco Purchase and Sale Agreement and the Alpha Assumption Agreement, making an investment in securities of any person other than in accordance with or as contemplated in the ArrangementAgreement, the Alpha Plan of Arrangement, the Alpha Spinco Purchase and Sale Agreement and the Alpha Assumption Agreement, or permitting any subsidiary to pay a dividend other than in accordance with or as contemplated in the Arrangement Agreement, the Alpha Plan of Arrangement, the Alpha Spinco Purchase and Sale Agreement and the Alpha Assumption Agreement, or providing an indemnity to Alpha Spinco other than in accordance with or as contemplated in the Arrangement Agreement, the Alpha Plan of Arrangement, the Alpha Spinco Purchase and Sale Agreement and the Alpha Assumption Agreement, that would preclude the application of the Canadian tax “bump” rules or that would have the effect of reducing the ability of Fission to obtain a full tax cost “bump” pursuant to paragraph 88(1)(d) of the Tax Act in respect of the shares of any affiliates or Subsidiary and other non-depreciable capital propertyowned by Alpha on the date of the Arrangement Agreement, upon an amalgamation or winding-up of Alpha (or its successor by amalgamation) including pursuant to paragraph 88(1)(c) of the Tax Act; (c) Alpha shall not, and shall cause its Subsidiary not to, establish, adopt, enter into, amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any bonus, profit sharing, thrift, incentive, compensation, stock option, restricted stock, pension, retirement, deferred compensation, savings, welfare, employment, termination, severance or other employee benefit plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any directors, officers, current or former employees of Alpha or its Subsidiary; (d) Alpha shall use commercially reasonable efforts to cause its current insurance (or re-insurance) policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (e) Alpha shall use its commercially reasonable best efforts to maintain and preserve all of its rights under the PLS Property and under each of its Authorizations; (f) Alpha shall not take any action, or permit its Subsidiary to take any action, which would render, or which reasonably may be expected to

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render, any representation or warranty made by it in the Arrangement Agreement untrue in any material respect.

Covenants relating to the Alpha Arrangement

Alpha has also agreed with Fission that it will, and will cause its Subsidiaries, to perform all obligations required or desirable to be performed by Alpha or any of its subsidiaries under the Arrangement Agreement, cooperate with Fission in connection therewith and do or cause to be done all such acts and things as may be necessary or desirable in order to consummate and make effective as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement, including: use its commercially reasonable efforts to complete the Alpha Plan of Arrangement; use its commercially reasonable efforts to obtain and assist Fission in obtaining all Regulatory Approvals; use its commercially reasonable efforts to obtain all third party consents, approvals and notices required under material third party contracts; use its commercially reasonable efforts to obtain the Alpha TSXV Appoval; defend all lawsuits or other legal proceedings against Alpha affecting the consummation of the Arrangement; subject to applicable Law, make available and cause to be made available to Fission, and the agents and advisors thereto, information reasonably requested by Fission for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of Alpha and Fission following the completion of the Alpha Arrangement and confirming the representations and warranties of Alpha set out in the Arrangement Agreement; and elect under subsection 256(9) of the Tax Act for Alpha's taxation year end to be deemed to occur immediately before Fission's acquisition of the Alpha Class A Shares pursuant to the Alpha Plan of Arrangement.

Non-Solicitation Covenant

Alpha has covenanted and agreed that, except as otherwise provided in the Arrangement Agreement, Alpha shall not, directly or indirectly, or through any of its Representatives: make, solicit, assist, initiate, encourage or otherwise facilitate any inquiries, proposals or offers regarding any Acquisition Proposal for Alpha, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing;engage in any discussions or negotiations regarding, or provide any information with respect to, or otherwise cooperate with any Person to make or complete any Acquisition Proposal for Alpha, provided that Alpha may advise any Person making an unsolicited Acqusition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Alpha Board has so determined; withdraw, modify or qualify, or propose publicly to withdraw, modify orqualify, in any manner adverse to Fission, the approval or recommendation of the Alpha Board or any committee thereof of the Alpha Arrangement; approve, recommend or remain neutral with respect to or propose publicly to accept, approve, endorse or recommend, or remain neutral with respect to, or propose publicly to approve recommend or remain neutral with respect to, any Acquisition Proposal; accept or enter into or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking in respect of an Acquisition Proposal. Alpha has also agreed that, except as otherwise provided in the Arrangement Agreement, Alpha shall immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than Fission) with respect to any potential Acquisition Proposal. Alpha will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request the return or destruction of all confidential information provided in connection therewith to the extent such information has not already been returned or destroyed. Alpha has agreed that it shall not release any third party from any confidentiality, non-solicitation or standstill agreement to which such third party is a

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party, or terminate, modify or amend or waive the terms thereof and Alpha undertakes to enforce all standstill, non-disclosure, non-solicitation and similar covenants that it or any of its Subsidiaries have entered into.

Alpha has agreed that its shall immediately provide notice to Fission of any unsolicited bona fideAcquisition Proposal or any proposal, inquiry or offer that could lead to an Acquisition Proposal or any amendments to the foregoing or any request for non-public information relating to Alpha or its Subsidiary in connection with such an Acquisition Proposal or for access to the properties, books or records of Alpha or any Subsidiary by any Person that informs Alpha, any member of the Alpha Board or such Subsidiary that it is considering making, or has made, an Acquisition Proposal. Alpha has agreed that it shall keep Fission promptly and fully informed of the status, including any change to the material terms, of any such Acquisition Proposal, offer, inquiry or request and will respond promptly to all inquiries by Fission with respect thereto.

In the event that the Alpha Board receives a request for material non-public information from a Person who proposes to Alpha an unsolicited bona fide written Acquisition Proposal, Alpha may contact the Person making the Acquisition Proposal and its representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is a Superior Proposal or could reasonably be expected to lead to a Superior Proposal; provided that Alpha shall promptly provide Fission with copies of all correspondence and information provided to or received from such Person.

If: (x) the Alpha Board determines that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal; and (y) in the opinion of the Alpha Board, acting in good faith and on advice from their outside legal advisors, the failure to provide such party with access to information regarding Alpha and its Subsidiary would be inconsistent with the fiduciary duties of the Alpha Board, then, and only in such case, Alpha may provide such Person with access to information regarding Alpha and its Subsidiary, subject to the execution of a confidentiality and standstill agreement which is customary in such situations, provided that Alpha sends a copy of any such confidentiality and standstill agreement to Fission promptly upon its execution and Fission is provided with a list of, and, at the request of Fission, copies of, the information provided to such Person and immediately provided with access to similar information to which such Person was provided.

Right to Match

Alpha agrees that it will not accept, approve or enter into any agreement (an “Alpha Proposed Agreement”), other than a confidentiality agreement as contemplated above with any Person providing for or to facilitate any Acquisition Proposal unless: (a) the Alpha Board determines thatthe Acquisition Proposal constitutes a Superior Proposal; (b) the Alpha Meeting has not occurred; (c) Alpha has complied with its non-solicitation covenants; (d) Alpha has provided Fission with a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Alpha Proposed Agreement relating to such Superior Proposal, such documents to be provided to Fission not less than five business days prior to the proposed acceptance, approval, recommendation or execution of the Alpha Proposed Agreement by Alpha; (e) five business days shall have elapsed from the date Fission received the notice and documentation referred to above and, if Fission has proposed to amend the terms of the Alpha Arrangement, the Alpha Board shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Alpha Arrangement by Fission; (f) Alpha concurrently terminates

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the Arrangement Agreement; and (g) Alpha has previously, or concurrently will have, paid to Fission the Alpha Termination Fee.

During the five business day periods referred to above, or such longer period as Alpha may approve for such purpose, Fission shall have the opportunity, but not the obligation, to propose to amend the terms of the Arrangement Agreement and the Alpha Arrangement and Alpha shall co-operate with Fission with respect thereto, including negotiating in good faith with Fission to enable Fission to make such adjustments to the terms and conditions of the Arrangement Agreement and the Alpha Arrangement as Fission deems appropriate and as would enable Fission to proceed with the Alpha Arrangement and any related transactions on such adjusted terms. The Alpha Board will review any proposal by Fission to amend the terms of the Alpha Arrangement in order to determine, in good faith in the exercise of its fiduciary duties, whether Fission’s proposal to amend the Alpha Arrangement would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Alpha Arrangement.

The Alpha Board shall promptly reaffirm its recommendation of the Alpha Arrangement by press release after: (x) any Acquisition Proposal which the Alpha Board determines not to be a Superior Proposal is publicly announced or made; or (y) the Alpha Board determines that a proposed amendment to the terms of the Alpha Arrangement would result in the Acquisition Proposal which has been publicly announced or made not being a Superior Proposal, and Fission has so amended the terms of the Alpha Arrangement.

The Alpha Board is not prevented from responding through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal, or from withdrawing, modifying or changing its recommendation as a result of Fission having suffered a Fission Material Adverse Effect. Further, the Alpha Board is not prevented from making any disclosure to the securityholders of Alpha if the Alpha Board shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Alpha Board or such disclosure is otherwise required under applicable Law,

Access to Information

Until the earlier of the Effective Time and the termination of the Arrangement Agreement, and subject to compliance with applicable Law and the terms of any existing contracts, Alpha has agreed to provide Fission and its Representatives with reasonable access to data and information as Fission may reasonably request.

Employee Obligations

Alpha shall terminate the employment of all employees of Alpha as of the Effective Time and Alpha Spinco shall offer employment to all employees of Alpha, with effect from and after the Effective Time, on terms that are substantially the same as the terms applicable to such employees when they were employees of Alpha. Severance obligations of Alpha payable to certain consultants of Alpha resulting from the change of control of Alpha as a result of the Alpha Plan of Arrangement shall be the responsibility of Alpha (the “Alpha Severance Obligation”). From and after the Effective Date, Alpha Spinco shall assume and be responsible for all obligations with respect to the engagement or employment of all employees and directors of Alpha, including with respect to all notice of termination and severance pay in accordance with applicable law (including employment standards), and contract, if applicable, and for all unpaid wages, accrued vacation pay and other amounts owing to employees or directors (other than the Consultants) of Alpha up to the Effective Time (whether or not payable after the

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Effective Time), and for all claims of any nature or kind relating to employment or engagement by Alpha up to the Effective Time, including for breach of contract or wrongful dismissal (the “Employee Obligations”).

Alpha Spinco Indemnity

From and after the Effective Time, Alpha Spinco shall indemnify Fission and Alpha and their respective directors, officers, employees, agents and subsidiaries from and against any and all Claims or losses, including relating to Taxes, in connection with or relating in any way to any action, occurring before the Effective Time whether any such Claim arise, before, on or after the Effective Date, in connection with or relating in any way to: (i) the Alpha Spinco Properties, including the operations, activities and work, including exploration programs, in connection therewith; (ii) the Assumed Alpha Spinco Liabilities and the Alpha Spinco Obligations; (iii) carrying out or implementing the Alpha Pre-Spinout Reorganization; (iv) carrying out or implementing the Alpha Spinout; (v) any breach of Section 6.1(b)(xxii) of the Alpha Arrangement Agreement by Alpha; (vi) the Contracts with respect to the Alpha Spinco Properties and all liabilities and obligations relating thereto; (vii) any work, including exploration programs, conducted with respect to any of the Alpha Spinco Properties at any time; (viii) the exercise of Dissent Rights, up to the amount of the fair value paid to a Dissenting Shareholder for such Dissenting Shareholder’s Alpha Shares that represents the value of Alpha Spinco.

Covenants of Fission

Covenants relating to Conduct of Business

Fission has made certain covenants intended to ensure that Fission and each of its Subsidiaries shall carry on business until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms in the ordinary course of business consistent with past practice, except as required or permitted by the Arrangement Agreement. These covenants include, among other things: (a) Fission shall, and shall cause each of its Subsidiaries to, conduct its and their respective businesses only in, not take any action except in, and maintain their respective facilities, in the ordinary course of business and to use commercially reasonable efforts to preserve intact its and their present business organization and goodwill, to preserve intact Fission and the PLS Property; (b) other than as expressly permitted or required by the Arrangement Agreement, Fission shall not, directly or indirectly, and shall cause its Subsidiaries not to: (i) issue, sell, grant, award, pledge, dispose of, encumber or agree to issue, sell, grant, award, pledge, dispose of or encumber any Fission Shares, any Fission options or any warrants, calls, conversion privileges or rights of any kind to acquire any Fission Shares or other securities or any shares of its Subsidiaries, other than pursuant to the exercise of existing Fission options; (ii) sell, pledge, lease, dispose of, mortgage, licence, encumber or agree to sell, pledge, dispose of, mortgage, licence, encumber or otherwise transfer any assets of Fission or its Subsidiaries or any interest in any assets of Fission and its Subsidiaries having a value greater than $500,000 in the aggregate; (iii) amend or propose to amend the articles, by-laws or other constating documents or the terms of any securities of Fission or its Subsidiaries; (iv) split, combine or reclassify any outstanding Fission Shares or the securities of its Subsidiaries; (v) redeem, purchase or offer to purchase any Fission Shares or other securities of Fission or any shares or other securities of its Subsidiaries; (vi) without the prior written consent of Fission, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Alpha Fission except, in the case of any of Fission’s wholly-owned Subsidiaries, for dividends payable to Fission; (vii) reorganize, amalgamate or merge Fission or its Subsidiaries with any other Person; (viii) reduce the stated capital of the shares of Fission or of its Subsidiaries; (ix) incur in excess of $1,000,000 in expenses in respect of the Fission Spinco Properties; (x)

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acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise) any Person, or make any investment either by purchase of shares or securities, contributions of capital (other than to its Subsidiaries), property transfer or purchase of any property or assets of any other Person that has a value greater than $500,000 in the aggregate; (xi) except in the ordinary course of business, incur, create, assume or otherwise become liable for any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities, except for the borrowing of working capital in the ordinary course of business and consistent with past practice, or guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person or make any loans or advances; (xii) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Fission or its Subsidiaries; (xiii) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, liabilities or obligations other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, of liabilities reflected or reserved against in Fission’s financial statements or incurred in the ordinary course of business consistent with past practice; (xiv) authorize, recommend or propose any release or relinquishment of any contractual right, except in the ordinary course of business consistent with past practice; (xv) waive, release, grant, transfer, exercise, modify or amend in any material respect, other than in the ordinary course of the business consistent with past practice, (x) any existing contractual rights in respect of any of PLS Property, (y) any material Authorization, lease, concession, contract or other document, or (z) any other material legal rights or claims; (xvi) waive, release, grant or transfer any rights of value or modify or change in any material respect any existing licence, lease, contract or other document, other than in the ordinary course of business consistent with past practice; (xvii) take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any GovernmentalEntities to institute proceedings for the suspension, revocation or limitation of rights under, any material Permits necessary to conduct its businesses as now conducted; or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities; (xviii) incur business expenses other than in the ordinary course and consistent with past practice; (xix) take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Fission to consummate the Alpha Arrangement, the Fission Arrangement or the other transactions contemplated by the Arrangement Agreement; (xx) increase the benefits payable or to become payable to its directors or officers (whether from Fission or its Subsidiaries), enter into or modify any employment, severance, or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, any officer of Fission or member of the Fission Board; (xxi) in the case of employees who are not officers of Fission or members of the Fission Board, take any action with respect to the grant of any bonuses, salary increases, severance or termination pay or with respect to any increase of benefits payable in effect on the date hereof; (c) Fission shall not, and shall cause its Subsidiaries not to, establish, adopt, enter into, amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any bonus, profit sharing, thrift, incentive, compensation, stock option, restricted stock, pension, retirement, deferred compensation, savings, welfare, employment, termination, severance or other employee benefit plan, agreement, trust, fund, policy or arrangement for the benefit or welfare of any directors, officers, current or former employees of Fission or its Subsidiaries; (d) Fission shall use commercially reasonable efforts to cause its current insurance (or re-insurance)policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (e) Fission shall use its commercially

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reasonable best efforts to maintain and preserve all of its rights under the PLS Property and under each of its Authorizations; (f) Fission shall not take any action, or permit its Subsidiariesto take any action, which would render, or which reasonably may be expected to render, any representation or warranty made by it in the Arrangement Agreement untrue in any material respect.

Covenants relating to the Alpha Arrangement and the Fission Arrangement

Fission has also agreed with Alpha that it will, and will cause its Subsidiaries, to perform all obligations required or desirable to be performed by Fission or any of its Subsidiaries under the Arrangement Agreement, cooperate with Alpha in connection therewith and do or cause to be done all such acts and things as may be necessary or desirable in order to consummate and make effective as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement, including: use its commercially reasonable efforts to complete the Fission Plan of Arrangement; use its commercially reasonable efforts to obtain and assist Alphain obtaining all Regulatory Approvals; use its commercially reasonable efforts to obtain all third party consents, approvals and notices required under material third party contracts; apply for and use commercially reasonable efforts to obtain conditional approval of the Listing and posting for trading on the TSXV of the Consideration Shares and New Fission Shares issuable upon exercise of Replacement Fission Options; subject to applicable Law, make available andcause to be made available to Alpha, and the agents and advisors thereto, information reasonably requested by Alpha for the purposes of confirming the representations and warranties of Alpha set out in the Arrangement Agreement; use commercially reasonable efforts to satisfy all conditions precedent in the Arrangement Agreement; immediately prior to the Effective Time, obtain the resignation of two directors of Fission such that there will be two vacancies on the Fission Board, such Fission Board not to have more than five members; make joint elections with Eligible Shareholders in respect of the disposition of their Alpha Class A Shares pursuant to Section 85 of the Tax Act (or any similar provision of any provincial or territorial legislation) in accordance with the procedures and within the time limits set out in the Alpha Plan of Arrangement.

Non-Solicitation Covenant

Fission has covenanted and agreed that, except as otherwise provided in the Arrangement Agreement, Fission shall not, directly or indirectly, or through any of its Representatives: make, solicit, assist, initiate, encourage or otherwise facilitate any inquiries, proposals or offers regarding any Acquisition Proposal for Fission, or furnish to any Person any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek to do any of the foregoing;engage in any discussions or negotiations regarding, or provide any information with respect to, or otherwise cooperate with any Person to make or complete any Acquisition Proposal for Fission, provided that Fission may advise any Person making an unsolicited Acqusition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Fission Board has so determined; withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to Alpha, the approval or recommendation of the Fission Board or any committee thereof or the Alpha Arrangement; approve, recommend orremain neutral with respect to or propose publicly to accept, approve, endorse or recommend, or remain neutral with respect to, or propose publicly to approve recommend or remain neutral with respect to, any Acquisition Proposal; accept or enter into or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking in respect of an Acquisition Proposal. Fission has also agreed that, except as otherwise provided in the Arrangement Agreement, Fission shall immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than Alpha) with respect to any

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potential Acquisition Proposal. Fission will discontinue access to any of its confidential information (and not establish or allow access to any of its confidential information, or any data room, virtual or otherwise) and shall as soon as possible request the return or destruction of all confidential information provided in connection therewith to the extent such information has not already been returned or destroyed. Fission has agreed that it shall not release any third party from any confidentiality, non-solicitation or standstill agreement to which such third party is a party, or terminate, modify or amend or waive the terms thereof and Fission undertakes to enforce all standstill, non-disclosure, non-solicitation and similar covenants that it or any of its Subsidiaries have entered into.

Fission has agreed that its shall immediately provide notice to Alpha of any unsolicited bona fideAcquisition Proposal or any proposal, inquiry or offer that could lead to an Acquisition Proposal or any amendments to the foregoing or any request for non-public information relating to Alpha or its Subsidiary in connection with such an Acquisition Proposal or for access to the properties, books or records of Fission or any Subsidiary by any Person that informs Fission, any member of the Fission Board or such Subsidiary that it is considering making, or has made, an Acquisition Proposal. Fission has agreed that it shall keep Alpha promptly and fully informed of the status, including any change to the material terms, of any such Acquisition Proposal, offer, inquiry or request and will respond promptly to all inquiries by Fission with respect thereto.

In the event that the Fission Board receives a request for material non-public information from a Person who proposes to Fission an unsolicited bona fide written Acquisition Proposal, Fissionmay contact the Person making the Acquisition Proposal and its representatives solely for the purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is a Superior Proposal or could reasonably be expected to lead to a Superior Proposal; provided that Fission shall promptly provide Alpha with copies of all correspondence and information provided to or received from such Person.

If: (x) the Fission Board determines that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal; and (y) in the opinion of the FissionBoard, acting in good faith and on advice from their outside legal advisors, the failure to provide such party with access to information regarding Fission and its Subsidiaries would be inconsistent with the fiduciary duties of the Fission Board, then, and only in such case, Fissionmay provide such Person with access to information regarding Fission and its Subsidiaries, subject to the execution of a confidentiality and standstill agreement which is customary in such situations, provided that Fission sends a copy of any such confidentiality and standstill agreement to Alpha promptly upon its execution and Alpha is provided with a list of, and, at the request of Alpha, copies of, the information provided to such Person and immediately provided with access to similar information to which such Person was provided.

Right to Match

Fission agrees that it will not accept, approve or enter into any agreement (a “FissionProposed Agreement”), other than a confidentiality agreement as contemplated above with any Person providing for or to facilitate any Acquisition Proposal unless: (a) the Fission Board determines that the Acquisition Proposal constitutes a Superior Proposal; (b) the FissionMeeting has not occurred; (c) Fission has complied with its non-solicitation covenants; (dFission has provided Alpha with a notice in writing that there is a Superior Proposal together with all documentation related to and detailing the Superior Proposal, including a copy of any Fission Proposed Agreement relating to such Superior Proposal, such documents to be provided to Fission not less than five business days prior to the proposed acceptance, approval, recommendation or execution of the Fission Proposed Agreement by Fission; (e) five business

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days shall have elapsed from the date Alpha received the notice and documentation referred to above and, if Alpha has proposed to amend the terms of the Alpha Arrangement, the FissionBoard shall have determined, in good faith, after consultation with its financial advisors and outside legal counsel, that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of the Alpha Arrangement by Alpha; (f) Fission concurrently terminates the Arrangement Agreement; and (g) Fission has previously, or concurrently will have, paid to Alpha the Fission Termination Fee.

During the five business day periods referred to above, or such longer period as Fission may approve for such purpose, Alpha shall have the opportunity, but not the obligation, to propose to amend the terms of the Arrangement Agreement and the Alpha Arrangement and Fission shall co-operate with Alpha with respect thereto, including negotiating in good faith with Alpha to enable Alpha to make such adjustments to the terms and conditions of the Arrangement Agreement and the Alpha Arrangement as Alpha deems appropriate and as would enable Alphato proceed with the Alpha Arrangement and any related transactions on such adjusted terms. The Fission Board will review any proposal by Alpha to amend the terms of the Alpha Arrangement in order to determine, in good faith in the exercise of its fiduciary duties, whether Fission’s proposal to amend the Alpha Arrangement would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the terms of the Alpha Arrangement.

The Fission Board shall promptly reaffirm its recommendation of the Alpha Arrangement by press release after: (x) any Acquisition Proposal which the Fission Board determines not to be a Superior Proposal is publicly announced or made; or (y) the Fission Board determines that a proposed amendment to the terms of the Alpha Arrangement would result in the Acquisition Proposal which has been publicly announced or made not being a Superior Proposal, and Alphahas so amended the terms of the Alpha Arrangement.

The Fission Board is not prevented from responding through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal, or from withdrawing, modifying or changing its recommendation as a result of Alpha having suffered an Alpha Material Adverse Effect. Further, the Fission Board is not prevented from making any disclosure to the securityholders of Fission if the Fission Board shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Fission Board or such disclosure is otherwise required under applicable Law,

Fission Spinco Indemnity

From and after the Effective Time, Fission Spinco shall indemnify Fission and Alpha and their respective directors, officers, employees, agents and subsidiaries from and against any and all Claims or losses, including relating to Taxes, arising, whether before, on or after the Effective Date, in connection with or relating in any way to: (i) the Fission Spinco Properties, including the operations, activities and work, including exploration programs, in connection therewith; (ii) the Assumed Fission Spinco Liabilities and the Fission Spinco Obligations; (iii) carrying out or implementing the Fission Pre-Spinout Reorganization; (iv) carrying out or implementing the Fission Spinout; (v) the Contracts with respect to the Fission Spinco Properties and all liabilities and obligations relating thereto; (vi) the exercise of Dissent Rights in respect of the Fission Arrangement, up to the amount of the fair value paid to a dissenting Fission Shareholder for such dissenting Fission Shareholder’s Fission Shares that represents the value of Fission Spinco; (vii) any work, including exploration programs, conducted with respect to any of the Fission Spinco Properties at any time (together, the “Fission Spinco Indemnified Liability”).

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Termination

The Arrangement Agreement may be terminated prior to the Effective Time in certain circumstances, many of which lead to payment of the Alpha Termination Fee or Fission Termination Fee, including:

1. by mutual written agreement of Alpha and Fission;

2. either Alpha or Fission may terminate the Arrangement Agreement, if

a) the Effective Time shall not have occurred on or before the Outside Date, except that the right to terminate this Agreement under this provision shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by such Outside Date;

b) after the date hereof, there shall be enacted or made any applicable Law that makes consummation of the Alpha Arrangement illegal or otherwise prohibited or enjoins Alpha or Fission from consummating the Alpha Arrangement and such applicable Law or enjoinment shall have become final and non-appealable; or

c) Alpha Securityholder Approval shall not have been obtained at the Alpha Meeting in accordance with the Alpha Interim Order.

3. by Fission, if:

a) prior to the Effective Time: (1) subject to Section 8.1(a)(iv) of the Arrangement Agreement, the Alpha Board fails to unanimously recommend or withdraws, amends, modifies or qualifies, in a manner adverse to Fission or fails to publicly reaffirm its unanimous recommendation of the Alpha Arrangement within three calendar days (and in any case prior to the Alpha Meeting) after having been requested in writing by Fission to do so, in a manner adverse to Fission (a “Alpha Change in Recommendation”); (2) the Alpha Board or a committee thereof shall have approved or recommended any Acquisition Proposal; or (3) Alpha shall have breached Section 8.1 of the Arrangement Agreement in any material respect;

b) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Alpha set forth in the Arrangement Agreement shall have occurred that would cause the conditions set forth in Section 7.2(a) or 7.2(b) of the Arrangement Agreement not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date, as reasonably determined by Fission and provided that Fission is not then in breach of this Agreement so as to cause any condition in Section 7.2(a) or Section 7.2(b) of the Arrangement Agreement not to be satisfied;

c) Fission has been notified in writing by Alpha of an Alpha Proposed Agreement and either: (i) Fission does not deliver an amended Alpha Arrangement proposal within five Business Days of delivery of the Alpha Proposed Agreement to Fission; or (ii) Fission delivers an amended Alpha Arrangement proposal but the Alpha Board determines, acting in good faith and in the proper discharge of its fiduciary duties, that the Acquisition Proposal provided in the Alpha Proposed

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Agreement continues to be a Superior Proposal in comparison to the amended Alpha Arrangement terms offered by Fission;

d) it wishes to enter into a binding written agreement with respect to a Superior Proposal (other than a non-disclosure and standstill agreement permitted by Section 8.2(d) of the Arrangement Agreement), subject to compliance with Section 8.2 of the Arrangement Agreement in all material respects and provided that no termination under this provision shall be effective unless and until Fission shall have paid to Alpha the Fission Termination Fee; or

e) Fission Securityholder Approval shall not have been obtained at the Fission Meeting.

4. by Alpha, if:

a) prior to the Effective Time: (1) subject to Section 8.2(a)(iv) of the Arrangement Agreement, the Fission Board fails to unanimously recommend or withdraws, amends, modifies or qualifies, in a manner adverse to Alpha or fails to publicly reaffirm its unanimous recommendation of the Fission Arrangement within three calendar days (and in any case prior to the Fission Meeting) after having been requested in writing by Alpha to do so, in a manner adverse to Alpha (a “Fission Change in Recommendation”); (2) the Fission Board or a committee thereof shall have approved or recommended any Acquisition Proposal; or (3) Fission shall have breached Section 8.2 of the Arrangement Agreement in any material respect;

b) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Fission set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 7.3(a) or 7.3(b) of the Arrangement Agreement not to be satisfied, and such conditions are incapable of being satisfied by the Outside Date as reasonably determined by Alpha and provided that Alpha is not then in breach of this Agreement so as to cause any condition in Section 7.3(a) or or Section 7.3(b) not to be satisfied;

c) Alpha has been notified in writing by Fission of a Fission Proposed Agreement and either: (i) Alpha does not deliver an amended Alpha Arrangement proposal within five Business Days of delivery of the Fission Proposed Agreement to Alpha; or (ii) Alpha delivers an amended Alpha Arrangement proposal pursuant to Section 8.2(f) but the Fission Board determines, acting in good faith and in the proper discharge of its fiduciary duties, that the Acquisition Proposal provided in the Fission Proposed Agreement continues to be a Superior Proposal in comparison to the amended Alpha Arrangement terms offered by Alpha; or

d) it wishes to enter into a binding written agreement with respect to a Superior Proposal (other than a non-disclosure and standstill agreement permitted by Section 8.1(d) of the Arrangement Agreement), subject to compliance with Section 8.1 in all material respects and provided that no termination under this provision shalll be effective unless and until Alpha shall have paid to Fission the Alpha Termination Fee.

The Alpha Termination Fee is payable by Alpha if:

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(i) there is an Alpha Change in Recommendation (not in circumstances where the Alpha Change in Recommendation resulted from the occurrence of a Fission Material Adverse Effect);

(ii) the Alpha Board recommends or approves an Acquisition Proposal;

(iii) Alpha breaches its obligations or covenants of non-solicitation and right to match in favour of Fission;

(iv) Fission elects not to match a Superior Proposal;

(v) Alpha Securityholder Approval is not obtained at the Meeting, but only if, in this circumstance, a bona fide Acquisition Proposal for Alpha shall have been made or publicly announced by any Person other than Fission and within 12 months of termination of the Arrangement Agreement, Alpha or a Subsidiary either enters into a definitive agreement in respect of one or more Acqusition Proposals or there shall have been consummated one or more Acquisition Proposals for Alpha;

(vi) the Alpha Board authorizes Alpha to enter into a binding agreement with respect to a Superior Proposal; or

(vii) the Effective Time has not occurred by February 28, 2014, but only if, in this circumstance, a bona fide Acquisition Proposal for Alpha shall have been made or publicly announced by any Person other than Fission and within 12 months of termination of the Arrangement Agreement, Alpha or a Subsidiary either enters into a definitive agreement in respect of one or more Acqusition Proposals or there shall have been consummated one or more Acquisition Proposals for Alpha.

The Alpha Expense Fee is payable by Alpha if:

(i) Alpha Securityholder Approval is not obtained at the Meeting, but not in circumstances where Fission Securityholder Approval was not obtained at the Fission Meeting or an Alpha Change in Recommendation occurred as a result of a Fission Material Adverse Effect; or

(ii) a breach of any representation or warranty or a failure to perform any covenant or agreement by Alpha shall have occurred that would cause the conditions in Section 7.2(a) or 7.2(b) of the Arrangement Agreement not to be satisfied and such conditions are incapable of being satisfied by February 28, 2014, provided that Fission is not then in similar breach of the Arrangement Agreement.

The Arrangement Agreement may be terminated prior to the Effective Time in certain circumstances many of which lead to payment by Fission to Alpha of the Fission Termination Fee.

(i) there is a Fission Change in Recommendation (not in circumstances where the Fission Change in Recommendation resulted from the occurrence of an Alpha Material Adverse Effect);

(ii) the Fission Board recommends or approves an Acquisition Proposal;

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(iii) Fission breaches its obligations or covenants of non-solicitation and right to match in favour of Alpha;

(iv) Alpha elects not to match a Superior Proposal;

(v) Fission Securityholder Approval is not obtained at the Meeting, but only if, in this circumstance, a bona fide Acquisition Proposal for Fission shall have been made or publicly announced by any Person other than Alpha and within 12 months of termination of the Arrangement Agreement, Fission or a Subsidiary either enters into a definitive agreement in respect of one or more Acqusition Proposals or there shall have been consummated one or more Acquisition Proposals for Fission;

(vi) the Fission Board authorizes Fission to enter into a binding agreement with respect to a Superior Proposal; or

(vii) the Effective Time has not occurred by February 28, 2014, but only if, in this circumstance, a bona fide Acquisition Proposal for Fission shall have been made or publicly announced by any Person other than Alpha and within 12 months of termination of the Arrangement Agreement, Fission or a Subsidiary either enters into a definitive agreement in respect of one or more Acqusition Proposals or there shall have been consummated one or more Acquisition Proposals for Fission.

The Fission Expense Fee is payable by Fission if:

(i) Fission Securityholder Approval is not obtained at the Meeting, but not in circumstances where Alpha Securityholder Approval was not obtained at the Meeting or an Fission Change in Recommendation occurred as a result of an Alpha Material Adverse Effect; or

(ii) a breach of any representation or warranty or a failure to perform any covenant or agreement by Fission shall have occurred that would cause the conditions in Section 7.3(a) or 7.3(b) of the Arrangement Agreement not to be satisfied and such conditions are incapable of being satisfied by February 28, 2014, provided that Alpha is not then in similar breach of the Arrangement Agreement.

Risks Associated with the Alpha Arrangement

In evaluating the Alpha Arrangement, Alpha Securityholders should carefully consider the following risk factors relating to the Alpha Arrangement. The following risk factors are not a definitive list of all risk factors associated with the Alpha Arrangement. Additional risks and uncertainties, including those currently unknown or considered immaterial by Alpha, may also adversely affect trading price of the Alpha Shares, the New Fission Shares, the Alpha Spinco Shares and/or the businesses of Alpha, Fission and Alpha Spinco following the Alpha Arrangement. In addition to the risk factors relating to the Arrangement set out below, AlphaSecurityholders should also carefully consider the risk factors associated with the businesses of Fission and Alpha included in this Circular and in the documents incorporated by reference herein. If any of the risk factors materialize, the expectations, and the predictions based on them, may need to be re-evaluated. The risks associated with the Alpha Arrangement include:

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The Arrangement Agreement may be terminated in certain circumstances, including in the event of a change having an Alpha Material Adverse Effect of Fission Material Adverse Effect.

Each of Alpha and Fission has the right to terminate the Arrangement Agreement and Arrangement in certain circumstances. Accordingly, there is no certainty, nor can Alpha provide any assurance, that the Arrangement Agreement will not be terminated by either Alpha or Fission before the completion of the Alpha Arrangement. For example, each of Alpha and Fission has the right, in certain circumstances, to terminate the Arrangement Agreement if changes occur that, in the aggregate, have an Alpha Material Adverse Effect or Fission Material Adverse Effect, as applicable. Although an Alpha Material Adverse Effect and a Fission Material Adverse Effect each exclude certain events that are beyond the control of Alpha or Fission, as the cash may be, (such as general changes in the global economy or changes that affect the mining industry generally and which do not have a materially disproportionate effect on Alpha or Fission, as the case may be), there is no assurance that a change having an Alpha Material Adverse Effect or Fission Material Adverse Effect, as applicable, will not occur before the Effective Date, in which case Fission or Alpha could elect to terminate the Arrangement Agreement and the Alpha Arrangement would not proceed.

There can be no certainty that all conditions precedent to the Alpha Arrangement will be satisfied.

The completion of the Alpha Arrangement is subject to a number of conditions precedent, certain of which are outside the control of Alpha, including receipt of the Alpha Final Order. There can be no certainty, nor can Alpha provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If the Arrangement is not completed, the market price of the Alpha Shares may decline to the extent that the current market price reflects a market assumption that the Alpha Arrangement will be completed. If the Alpha Arrangement is not completed and the Alpha Board decides to seek another merger or arrangement, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the total consideration to be paid pursuant to the Alpha Arrangement.

Alpha will incur costs even if the Alpha Arrangement is not completed and may have to pay the Alpha Termination Fee or the Alpha Expense Fee.

Certain costs related to the Alpha Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by Alpha and Fission even if the Alpha Arrangement is not completed. Alpha and Fission are each liable for their own costs incurred in connection with the Alpha Arrangement. If the Alpha Arrangement is not completed, Alpha may be required to pay Fission the Alpha Termination Fee or the Alpha Expense Fee. See "The Meeting - The Arrangement - The Arrangement Agreement - Termination".

Alpha Shareholders will receive a fixed number of New Fission Shares.

Alpha Shareholders will receive a fixed number of New Fission Shares under the Alpha Arrangement, rather than New Fission Shares with a fixed market value. Because the number of New Fission Shares to be received in respect of each Alpha Share under the Alpha Arrangement will not be adjusted to reflect any change in the market value of the New Fission Shares or the Alpha Shares, the market value of New Fission Shares received under the Arrangement may vary significantly from the market value at the dates referenced in this Circular. If the market price of the New Fission Shares relative to the market price of AlphaShares increases or decreases, the value of the consideration that Alpha Shareholders receive pursuant to the Alpha Arrangement will correspondingly increase or decrease. There can be no

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assurance that the market price of the Fission Shares relative to the market price of the Alpha Shares on the Effective Date will not be lower than the relative market prices of such shares on the date of the Meeting. In addition, the number of New Fission Shares being issued in connection with the Alpha Arrangement will not change despite decreases or increases in the market price of Fission Shares. Many of the factors that affect the market price of the FissionShares and the Alpha Shares are beyond the control of Fission and Alpha, respectively. These factors include fluctuations in commodity prices, fluctuations in currency exchange rates, changes in the regulatory environment, adverse political developments, prevailing conditions in the capital markets and interest rate fluctuations.

The market price for the Alpha Shares may decline.

If the Alpha Arrangement is not approved by the Alpha Securityholders, the market price of the Alpha Shares may decline to the extent that the current market price of the Alpha Shares reflects a market assumption that the Alpha Arrangement will be completed. If the Arrangement Resolution is not approved and the Alpha Board decides to seek another merger or arrangement, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the total consideration to be paid pursuant to the Alpha Arrangement.

Alpha, Alpha Spinco, Fission and the Depositary may sell Alpha Spinco Shares on behalf of Alpha Shareholders to satisfy Alpha's withholding tax obligations (including any applicable interest and penalties) arising as a result of any deemed dividend. Any such sales may negatively impact the trading price of the Alpha Spinco Shares (if listed).

If Alpha determines that a deemed dividend arose as a consequence of the Alpha Arrangement, Alpha, Alpha, Fission and the Depositary will be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Person, including to Dissenting Shareholders, and from all dividends, other distributions or amounts otherwise payable to any Alpha Securityholder, such Taxes or other amounts as Alpha, Alpha Spinco, Fission, the Depositary and any relevant intermediary is required, entitled or permitted to deduct and withhold under the Tax Act, or any other provisions of any applicable Laws, in each case as amended. To the extent that Alpha, Alpha Spinco, Fission, the Depositary and any relevant intermediary is required to deduct and withhold Taxes or other amounts from consideration that is not cash, including the Alpha Spinco Shares, Alpha, Alpha Spinco, Fission, the Depositary and any relevant intermediary is entitled to sell or liquidate such consideration to the extent necessary in order to fund its deduction, withholding and remittance obligations (including any applicable interest and penalties). Any such sales may negatively impact the trading price of the Alpha Spinco Shares (if listed). See “Certain Canadian Federal Income Tax Considerations".

Alpha Spinco Shares may not be qualified investments under the Tax Act for a Registered Plan.

Although an application will be made to the TSXV for listing of the Alpha Spinco Shares on the TSXV, there is no assurance when, or if, the Alpha Spinco Shares will be listed on the TSXV or on any other stock exchange. If the Alpha Spinco Shares are not listed on a designated stock exchange in Canada such as the TSXV before the due date for Alpha Spinco's first income tax return or if Alpha Spinco does not otherwise satisfy the conditions in the Tax Act to be a "public corporation before the due date for Alpha Spinco's first income tax return, the Alpha Spinco Shares will not be considered to be a qualified investment for a Registered Plan from their date of issue. Where a Registered Plan acquires an Alpha Spinco Share in circumstances where the Alpha Spinco Share is not a qualified investment under the Tax Act for the Registered Plan, adverse Canadian tax consequences may arise for the Registered Plan and the annuitant or

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holder under the Registered Plan, including that the Registered Plan may become subject to penalty taxes, the annuitant or holder of such Registered Plan may be deemed to have received income therefrom or be subject to a penalty tax or, in the case of a registered education savings plan, such plan may have its tax exempt status revoked. See "Certain Canadian Federal Income Tax Considerations - Residents of Canada - Eligibility for Investment".

Dissent Rights

The following description of Dissent Rights is not a comprehensive statement of the procedures to be followed by a Dissenting Alpha Shareholder who seeks payment of the fair value of its Alpha Shares from Fission and is qualified in its entirety by the reference to the full text of the Alpha Interim Order which is attached at Appendix "D" to this Circular. A Dissenting Alpha Shareholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of the Alpha Interim Order. Failure to strictly comply with the provisions of the Alpha Interim Order and to adhere to the procedures established therein may result in the loss of all rights thereunder.

Registered Alpha Shareholders may exercise rights of dissent (the "Dissent Rights") in connection with the Arrangement pursuant to the Alpha Interim Order, the Alpha Final Order and in the manner provided in section 191 of the ABCA, as modified by the Alpha Plan of Arrangement.

A Registered Alpha Shareholder who intends to exercise the Dissent Rights must deliver a Dissent Notice to the head office of the Company at Suite 408 – 1199 West Pender St., Vancouver BC V6E 2R1, to be actually received not later than 4:00 p.m. (Vancouver time) on November 25, 2013, or if the Meeting is adjourned, not later than 4:00 p.m. on the date which is two clear business days prior to the date of the adjourned Meeting, and must not vote any Dissent Shares in favour of the Alpha Arrangement.

A beneficial Alpha Shareholder who wishes to exercise a right of dissent must arrange for the Registered Alpha Shareholder holding its Alpha Shares to deliver the Dissent Notice. A Dissent Notice must specify the name and address of the dissenting registered Shareholder of the Company (the “Dissenting Shareholder”), the number of Alpha Shares in respect of which the Dissent Notice is being given (the “Dissent Shares”), and: (a) if the Dissent Notice is being given by the Dissenting Shareholder on its own behalf, the Dissent Notice must specify that either: (i) the Dissent Shares constitute all of Alpha Shares of which the Dissenting Shareholder is the registered and beneficial owner; or (ii) the Dissent Shares constitute all of Alpha Shares of which the Dissenting Shareholder is the registered owner and the number of Alpha Shares of which the Dissenting Shareholder is the beneficial owner but not the registered owner, and in respect of such shares, the names of the registered owners of such shares, the number of such shares held by each of them and confirmation that notices of dissent are being, or have been sent, in respect of all such shares; or (b) if the Dissent Notice is being given by the Dissenting Shareholder on behalf of another person who is the beneficial owner of the Dissent Shares, the Dissent Notice must: (i) specify the name and address of the beneficial owner; (ii) state that the Dissent Shares represent all of the shares beneficially owned by the beneficial owner for which the Dissenting Shareholder is the registered owner; and (iii) include a statement from the beneficial owner of the Dissent Shares identifying the number of Alpha Shares of which the beneficial owner is either the registered owner or the beneficial owner and, in respect of any such shares which are not Dissent Shares, the names of the registered owners of such shares, the number of such shares held by each of them and confirmation that notices of dissent are being, or have been sent, in respect of all such shares.

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If the Arrangement Resolution is passed at the Meeting, Alpha must mail to every Dissenting Shareholder, prior to the date set for the hearing of the Alpha Final Order seeking approval of the Arrangement, a notice (a “Notice of Intention”) stating that, subject to the making of such an Alpha Final Order and satisfaction of the other conditions set out in the Arrangement Agreement, Alpha intends to complete the Arrangement, and advising the Dissenting Shareholder that if the Dissenting Shareholder intends to proceed with its exercise of its rights of dissent, it must deliver to the Company, at its head office at Suite 408 – 1199 West Pender St., Vancouver BC V6E 2R1, within one month of the mailing of the Notice of Intention, the following:

(a) a written statement that the Dissenting Shareholder requires Alpha to purchase all of the Dissent Shares;

(b) the certificates, if any, representing the Dissent Shares; and

(c) if applicable, a written statement that:

(A) is signed by the beneficial owner on whose behalf the dissent is being exercised;

(B) sets out whether or not the beneficial owner is the beneficial owner of other Alpha Shares and, if so, sets out:

(I) the names of the registered owners of those other shares;

(II) the number of those other shares that are held by each of those registered owners; and

(III) that the right to dissent is being exercised in respect of all of those other shares;

A Dissenting Shareholder delivering such a written statement may not withdraw from its dissent and, at 12:01 a.m. (Vancouver time) on the date the Arrangement becomes effective, will be deemed to have transferred to Alpha all of Alpha Shares it holds, free and clear of any liens, charges, security interests or other encumbrances whatsoever. Alpha will pay to each Dissenting Shareholder the amount agreed between Alpha and the Dissenting Shareholder for its Alpha Shares.

Either Alpha or a Dissenting Shareholder may apply to the Court pursuant to the ABCA if no agreement on the terms of the sale of Alpha Shares held by the Dissenting Shareholder has been reached and the Court may:

(a) determine the fair value that the Alpha Shares had immediately before the passing of the Arrangement Resolution, excluding any appreciation or depreciation in anticipation of the Arrangement, unless exclusion would be inequitable, or order that such fair value be established by arbitration or by reference to the Registrar, or a Referee of the Court;

(b) join in the application each other Dissenting Shareholder which has not reached an agreement for the sale of its Alpha Shares to Alpha; and

(c) make such consequential orders and give directions it considers appropriate;

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If Alpha does not proceed with the Arrangement, Alpha will return to the appropriate Dissenting Shareholders any Dissent Shares in its possession.

If a Dissenting Alpha Shareholder fails to strictly comply with the requirements of the Dissent Rights set out in the ABCA, as modified by the Alpha Interim Order, the Alpha Final Order and the Alpha Plan of Arrangement, it will lose its Dissent Rights, Alpha will return to the Dissenting Alpha Shareholder the certificate(s) representing the Dissent Shares that were delivered to Alpha, if any, and, if the Alpha Arrangement is completed, that Dissenting Alpha Shareholder shall be deemed to have participated in the Alpha Arrangement on the same terms as all other Alpha Shareholders who are not Dissenting Alpha Shareholders. Neither Alpha nor Alpha Spinco nor any other person shall be required to recognize a Dissenting Alpha Shareholder as a registered or beneficial owner of Alpha Shares at or after the Effective Time, and at the Effective Time the names of such Dissenting Alpha Shareholders shall be deleted from the register of holders of Alpha Shares maintained by or on behalf of Alpha.

Registered Alpha Shareholders wishing to exercise the Dissent Rights should consult their legal advisers with respect to the legal rights available to them in relation to the Arrangement and the Dissent Rights. Registered Alpha Shareholders should note that the exercise of Dissent Rights can be a complex, time-consuming and expensive procedure.

The Alpha Interim Order outlines certain events when Dissent Rights will cease to apply where such events occur before payment is made to the Dissenting Alpha Shareholders of their fairvalue of the Alpha Shares surrendered (including if the Arrangement Resolution does not pass or is otherwise not proceeded with). In such event, the Dissenting Alpha Shareholders will be entitled to the return of the applicable share certificate(s), if any, and rights as a shareholder of Alpha in respect of the applicable Alpha Shares will be regained.

If, as of the Effective Date, the aggregate number of Alpha Shares in respect of which AlphaShareholders have duly and validly exercised Dissent Rights exceeds 5% of the Alpha Shares then outstanding, Fission is entitled, in its discretion, not to complete the Alpha Arrangement. See “The Meeting - The Arrangement Agreement - Conditions to the Arrangement Becoming Effective."

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Miller Thomson LLP, counsel to Alpha, the following is a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable as of the date hereof to an Alpha Shareholder who, for purposes of the Tax Act and at all relevant times, holds Alpha Shares and will hold Alpha Class A Shares, New Fission Shares, and Alpha Spinco Shares acquired pursuant to the Alpha Arrangement, as capital property, deals at arm's length with each of Alpha, Fission and Alpha Spinco and is not affiliated with Alpha, Fission or Alpha Spinco and who disposes of Alpha Shares pursuant to the Alpha Arrangement. This summary assumes that an Alpha Optionholder acquired its Alpha Options in respect of, in the course of, or by virtue of such holder's employment with Alpha or a person not dealing at arm’s length with Alpha.

Alpha Shares will generally be considered capital property to an Alpha Shareholder for purposes of the Tax Act unless the Alpha Shareholder holds such Alpha Shares in the course of carrying on a business of buying or selling securities or the Alpha Shareholder has acquired or holds them in a transaction or transactions considered to be an adventure or concern in the nature of trade. Certain Alpha Shareholders who are resident in Canada for purposes of the Tax Act and might not otherwise be considered to hold their Alpha Shares as capital property may,

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in certain circumstance, be entitled to elect that Alpha Shares be deemed capital property by making an irrevocable election under subsection 39(4) of the Tax Act to deem every "Canadian security" (as defined in the Tax Act) owned by such holder in the taxation year in which the election is made and in each subsequent taxation year to be capital property. The election under subsection 39(4) of the Tax Act is not available in respect of Alpha Options. Where anAlpha Shareholder makes a joint election with Fission under section 85 of the Tax Act as described below the New Fission Shares received will not be "Canadian securities” (as defined in the Tax Act) to such holder and will not be deemed capital property under subsection 39(4) of the Tax Act. Alpha Shareholders contemplating making an election under subsection 39(4) of the Tax Act should consult their own tax advisors regarding their particular circumstances.

This summary is based on the current provisions of the Tax Act in force on the date hereof, and counsel's understanding of the current administrative policies and assessing practices of the CRA published in writing. The summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals"), and assumes that all Tax Proposals will be enacted in the form proposed. However, there is no certainty that the Tax Proposals will be enacted in the form currently proposed, if at all. This summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, or other changes in administrative policies or assessing practices of the CRA, nor does it take into account any provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from Canadian federal income tax considerations discussed herein.

This summary does not apply to an Alpha Shareholder, (i) that is a "financial institution" subject to the market-to-market rules in the Tax Act, (ii) that is a "specified financial institution", (iii) an interest in which is a "tax shelter investment", or (iv) that has elected to report its “Canadian tax results” in a currency other than the Canadian currency pursuant to the “functional currency” reporting rules, all within the meaning of the Tax Act. In addition, this summary does not address the tax considerations relevant to Alpha Shareholders who acquired their Alpha Shares on the exercise of an employee stock option. Such Alpha Shareholders should consult their own tax advisors of the consequences to them of the acquisition, holding and disposition of their Alpha Shares, Alpha Class A Shares, Alpha Spinco Shares and New Fission Shares. This summary also does not apply to holders of Alpha Warrants.

This summary assumes that the Alpha Shareholder has not entered into and will not enter into a “derivative forward agreement” (as defined in the Tax Proposals in Bill C-4 tabled by the Minister of Finance (Canada) on October 22, 2013 (the “October 2013 Tax Proposals”)) with respect to its Alpha Shares, Alpha Class A Shares, Alpha Spinco Shares and New Fission Shares.

Further, this summary is not applicable to an Alpha Shareholder that (i) is a corporation resident in Canada for purposes of the Tax Act and (ii) is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of Alpha Class A Shares, New Fission Shares or Alpha Spinco Shares, controlled by a non-resident corporation (within the meaning of the Tax Act) for the purposes of the foreign affiliate dumping rules in section 212.3 of the Tax Act. Any such Alpha Shareholders should consult their own tax advisor regarding the application of these rules in their particular circumstances.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal, business or tax advice or representations to any particular AlphaShareholder. The income or other tax consequences of acquiring, holding or disposing of Alpha Shares, Alpha Class A Shares, Alpha Spinco Shares and New Fission Shares

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will vary depending on the Alpha Shareholder’s particular circumstances. Accordingly, Alpha Shareholders should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, territory, state, local or other tax authority.

For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Alpha Shares, Alpha Class A Shares, Alpha Spinco Shares and New Fission Shares, including interest, dividends, adjusted cost base (within the meaning of the Tax Act) and proceeds of disposition must be converted into Canadian dollars based on the relevant exchange rate on the applicable date (as determined in accordance with the Tax Act) of the related acquisition, disposition or recognition of income.

Residents of Canada

This part of the summary is applicable only to Alpha Shareholders and Alpha Optionholders, who, for the purposes of the Tax Act and at all relevant times, are resident, or deemed to be resident, in Canada (a "Resident Shareholders" and "Resident Optionholders", respectively). This part of the summary assumes that Resident Optionholders acquired AlphaOptions in respect of, in the course of, or by virtue of employment carried on in Canada and at all relevant times dealt at arm's length with Alpha.

Exchange of Alpha Shares for Alpha Class A Shares and Alpha Spinco Shares

The cost to a Resident Shareholder of Alpha Spinco Shares acquired on the exchange of Alpha Shares for Alpha Class A Shares and Alpha Spinco Shares will be equal to the fair market value of the Alpha Spinco Shares at the time of the exchange. The cost to a Resident Shareholder of Alpha Class A Shares acquired on the exchange will be equal to the amount, if any, by which the aggregate adjusted cost base of the Resident Shareholder’s Alpha Shares immediately before the exchange exceeds the aggregate fair market value of the Alpha Spinco Shares received on the exchange. If the aggregate fair market value of the Alpha Spinco Shares received by a Resident Shareholder on the exchange exceeds the aggregate paid-up capital as determined for purposes of the Tax Act of the Alpha Shares exchanged then the excess will generally be deemed to be a dividend received by the Resident Shareholder from Alpha. See "Dividends on Shares" below for a general description of the treatment of dividends under the Tax Act including amounts deemed under the Tax Act to be received as dividends.

A determination of whether a Resident Shareholder will be deemed to receive a dividend and the amount of any such dividend cannot be made at this time because it will be dependent on the aggregate fair market value, on the Effective Date, of the Alpha Spinco Shares transferred by Alpha pursuant to the Alpha Arrangement and the aggregate paid-up capital of the Alpha Shares on the Effective Date. Subsequent to the Effective Date, Alpha will advise Alpha Shareholders as to whether it believes a deemed dividend arose and the amount of any such deemed dividend by having such information posted on the Fission website at www.fissionuranium.com. However, this information will not be binding on the CRA. To ensure that non-resident withholding tax is not withheld from any dividends deemed to be received by Resident Shareholders, Resident Shareholders must provide the information requested in the Letter of Transmittal confirming that the beneficial owner of the Alpha Shares is or is deemed to be a resident of Canada for purposes of the Tax Act.

On the exchange of Alpha Shares for Alpha Class A Shares and Alpha Spinco Shares, a capital gain (or capital loss) may be realized by a Resident Shareholder equal to the amount by which (a) the aggregate of the cost of the Alpha Spinco Shares and of the Alpha Class A Shares received, determined as described above, less the amount of any dividend deemed to be

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received on the exchange, exceeds (or is less than) (b) the aggregate of the adjusted cost base of the Alpha Shares exchanged and any reasonable costs of disposition. See "Taxation of Capital Gains and Losses" below.

Exchange of Alpha Class A Shares for New Fission Shares and Cash - No Section 85 Election

As part of the Alpha Arrangement, each Alpha Class A Share will be exchanged for 5.725 New Fission Share and $0.0001 of cash.

A Resident Shareholder whose Alpha Class A Shares are exchanged for New Fission Shares and cash pursuant to the Alpha Arrangement, and who does not make a valid Tax Election (as defined below) jointly with Fission with respect to the exchange, will be considered to have disposed of those Alpha Class A Shares for proceeds of disposition equal to the aggregate fair market value, as at the time of the exchange, of the New Fission Shares and cash so acquired by the Resident Shareholder. As a result, the Resident Shareholder will generally realize a capital gain (or capital loss) to the extent that such proceeds of disposition, are greater (or are less than) the aggregate adjusted cost base of the Resident Shareholder's Alpha Class A Shares immediately before the exchange and any reasonable costs of disposition. See "Taxation of Capital Gains and Losses" below for a general discussion of the treatment of capital gains and capital losses under the Tax Act.

The cost to the Resident Shareholder of the New Fission Shares acquired on the exchange will be equal the aggregate fair market value of such New Fission Shares as at the time of the exchange. If the Resident Shareholder owns other New Fission Shares as capital property at that time, the adjusted cost base of all New Fission Shares owned by the Resident Shareholder as capital property immediately after the exchange will be determined by averaging the cost of the New Fission Shares acquired on the exchange with the adjusted cost base of those other New Fission Shares.

Exchange of Alpha Class A Shares for New Fission Shares and Cash — Section 85 Election

The following applies to a Resident Shareholder who is an "Eligible Shareholder". An Eligible Shareholder is a beneficial owner of Alpha Class A Shares who is (a) resident in Canada for the purposes of the Tax Act and is not exempt from tax under Part I of the Tax Act, (b) a non-resident of Canada for the purposes of the Tax Act whose Alpha Class A Shares constitute "taxable Canadian property" (as defined in the Tax Act) and who is not exempt from Canadian tax in respect of any gain realized on the disposition of Alpha Class A Shares by reason of an exemption contained in an applicable income tax treaty, or (c) a partnership, if one or more members of the partnership are described in (a) or (b). An Eligible Shareholder who elects pursuant to section 85 of the Tax Act may obtain a full or partial tax deferral in respect of the disposition of Alpha Class A Shares as a consequence of filing with the CRA (and, where applicable, with a provincial or territorial tax authority) an election (the "Tax Election") under subsection 85(1) of the Tax Act or, in the case of a partnership under subsection 85(2) of the Tax Act provided all members of the partnership jointly elect, (and the corresponding provisions of any applicable provincial or territorial tax legislation), made jointly by the Eligible Shareholder and Fission. The amount specified in the Tax Election as the proceeds of disposition of the Eligible Shareholder's Alpha Class A Shares must be an amount (the "Elected Amount") which is not less than the greater of: (i) the lesser of the aggregate adjusted cost base to the Eligible Shareholder of such Alpha Class A Shares and the fair market value of such Alpha Class A Shares at the time of disposition, or (ii) the aggregate fair market value of any cash received as a result of such disposition.

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The Elected Amount may not be greater than the aggregate fair market value of such Alpha Class A Shares at the time of the disposition.

An Elected Amount which does not comply with the foregoing limitations will automatically be adjusted under the Tax Act so that it is in compliance.

Where a valid Tax Election is filed:

(i) Alpha Class A Shares that are the subject of the Tax Election will be deemed to be disposed of for proceeds of disposition equal to the Elected Amount. Subject to the limitations set out in subsection 85(1) or 85(2) of the Tax Act regarding the Elected Amount, if the Elected Amount is equal to the aggregate of the adjusted cost base of such Alpha Class A Shares immediately before the disposition and any reasonable costs of disposition, no capital gain or capital loss will be realized by the Eligible Shareholder. Subject to such limitations, to the extent that the Elected Amount in respect of such Alpha Class A Shares is greater than (or is less than) the aggregate of the adjusted cost base and any reasonable costs of disposition, such holder will realize a capital gain (or a capital loss). See "Taxation of Capital Gains and Losses" below.

(ii) The aggregate cost to the Eligible Shareholder of the New Fission Shares received will be equal to the amount, if any, by which the Elected Amount exceeds the aggregate fair market value of cash received from Fission as a result of the disposition. The aggregate adjusted cost base of such New Fission Shares received will be determined by averaging the aggregate adjusted cost base of such New Fission Shares with the aggregate adjusted cost base of any other New Fission Shares held by the Eligible Shareholder at that time as capital property.

Fission has agreed to make a Tax Election pursuant to subsection 85(1) or 85(2) of the Tax Act(and any analogous provision of any applicable provincial or territorial tax legislation) with an Eligible Shareholder at the amount determined by such Eligible Shareholder, subject to the limitations set out in subsection 85(1) and 85(2) of the Tax Act (or any applicable provincial or territorial tax legislation).

Fission will make available for use by Eligible Shareholders a web-based system to allow Eligible Shareholders to complete the applicable Tax Election form prescribed by the Tax Act (i.e. form T2057 or, for Eligible Shareholders that are partnerships, T2058) and any applicable provincial or territorial forms. The link to that system will be made available at www.fissionuranium.com.

An Eligible Shareholder interested in making such a Tax Election must indicate that intention using the web-based system above by checking the approval box labelled “Election Form Required” in the space provided therein. All Eligible Shareholders must provide the information in accordance with the procedures set out in the instructions in the web-based system, on orbefore 90 days after the Effective Date. The required information will include (i) the information concerning the Eligible Shareholder, (ii) the details of the number of Alpha Class A Shares transferred in respect of which the Eligible Shareholder is making a Tax Election, and (iii) the applicable Elected Amounts. Subject to the receipt of the information complying with the provisions of the Tax Act (and any applicable provincial or territorial tax legislation) to make a valid Tax Election, Fission will, within 30 days of its date of receipt, execute the Election Form and transmit it to the Eligible Shareholder for filing with the CRA (or the applicable provincial or

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territorial tax authority) using the web-based system. Each Eligible Shareholder is solelyresponsible for ensuring the Tax Election is completed correctly and filed with the CRA (and any applicable provincial or territorial tax authorities) by the required deadline.

Fission will make a Tax Election only with an Eligible Shareholder, and at the Elected Amount selected by the Eligible Shareholder subject to the limitations set out in the Tax Act (and any applicable provincial or territorial tax legislation). Neither Alpha nor Fission nor any successor corporation will be responsible for the proper completion or filing of any Tax Election form and the Eligible Shareholder will be solely responsible for the payment of any Taxes, interest or penalties resulting from the failure of the Eligible Shareholder to properly complete or file such joint Tax Election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial or territorial tax legislation). Fission agrees only to execute any Tax Election form containing information provided by the Eligible Shareholder which complies with the provisions of the Tax Act (and any applicable provincial or territorial tax legislation) and to return such Tax Election form to the Eligible Shareholder for filing with the CRA (and any applicable provincial or territorial tax authority). At its sole discretion, Fission may accept and execute a Tax Election form received by it more than 90 days following the Effective Date; however, no assurances can be given that Fission will do so. Accordingly, all Eligible Shareholders who wish to make a joint Tax Election with Fission should give their immediate attention to this matter. With the exception of execution of the Tax Election form by Fission, compliance with the requirements for a valid Tax Election will be the sole responsibility of the Eligible Shareholder making the election. Accordingly, neither Alpha, Fission nor the Depositary will be responsible or liable for Taxes, interest, penalties, damages or expenses resulting from the failure by anyone to provide information necessary for the Tax Election in accordance with the procedures set out in the web-based system, to properly complete any Tax Election or to properly file any Tax Election within the time prescribed and in the form prescribed under the Tax Act (or the corresponding provisions of any applicable provincial or territorial tax legislation).

In order for the CRA (and where applicable the provincial or territorial tax authorities) to accept a Tax Election without a late filing penalty being paid by an Eligible Shareholder, the Tax Election form must be received by such tax authorities on or before the day that is the earliest of the days on or before which either Fission or the Eligible Shareholder is required to file an income tax return for the taxation year in which the disposition occurs. Fission's 2014 taxation year is scheduled to end on June 30, 2014, although Fission’s taxation year could end earlier as a result of an event such as an amalgamation, and its tax return is required to be filed within six months from the end of the taxation year. Eligible Shareholders are urged to consult their own tax advisors as soon as possible respecting the deadlines applicable to their own particular circumstances. However, regardless of such deadlines, information necessary for an Eligible Shareholder to make a Tax Election must be received by Fission in accordance with the procedures set out in the tax election instruction on the web-based system no later than 90 days after the Effective Date.

Any Eligible Shareholder who does not ensure that information necessary to make a Tax Election has been received in accordance with the procedures set out in the web-based system on or before 90 days after the Effective Date will not be able to benefit from the tax deferral provisions of the Tax Act (or the corresponding provisions of any applicable provincial or territorial tax legislation). Accordingly, all Eligible Shareholders who wish to enter into a Tax Election with Fission should give their immediate attention to this matter. The instructions for accessing the web-based system are set out in the Letter of Transmittal. Eligible Shareholders are referred to Information Circular 76-19R3 and Interpretation Bulletin IT-291R3 issued by the CRA for further information respecting the Tax Election. Eligible Shareholders wishing to make the Tax Election should consult their

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own tax advisors. An Eligible Shareholder who does not make a valid Tax Election under section 85 of the Tax Act (or the corresponding provisions of any applicable provincial or territorial tax legislation) may realize a taxable capital gain on the disposition of its Alpha Class A Shares. The comments herein with respect to the Tax Election are provided for general assistance only. The law in this area is complex and contains numerous technical requirements.

Procedure for Making a Tax Election

To make a Tax Election, the Eligible Shareholder must provide two signed copies of the applicable Tax Election forms to Fission within 90 days following the Effective Date, duly completed and including (i) the required information concerning the Eligible Shareholder, (ii) the details of the number of Alpha Class A Shares transferred in respect of which the Eligible Shareholder is making a Tax Election, and (iii) the applicable Elected Amounts. An Eligible Shareholder interested in making the Tax Election in respect of the New Fission Shares it receives in the Alpha Arrangement should so indicate on the letter of transmittal and Tax Election form. Fission will make available for use by Eligible Shareholders a web-based system to allow Eligible Shareholders to complete the applicable Tax Election form prescribed by the Tax Act (i.e. form T2057 or, for Eligible Shareholders that are partnerships, T2058) and any applicable provincial or territorial forms. The link to that system will be made available at www.fissionuranium.com.

Where Fission receives a valid Tax Election form executed by an Eligible Shareholder on or before the 90-day deadline indicated above Fission will, within 30 days of its date of receive, execute the Tax Election form and return it to the Eligible Shareholder using the web-based process or by mail to the Eligible Shareholder using the address if any that the Eligible Shareholder provided to Fission in the Tax Election form.

Joint Ownership

Where the Alpha Class A Shares are held in joint ownership and two or more of the co-owners wish to make a Tax Election, a designated co-owner authorized in writing to sign for all co-owners should file a copy of the federal Tax Election form T2057 (and any other relevant provincial or territorial forms) for each co-owner. Such Tax Election forms must be accompanied by a list of the names, addresses and social insurance numbers, business numbers or tax account numbers of each of the co-owners, along with documentation authorizing the designated co-owner to complete, sign and file the forms on behalf of each co-owner. Each co-owner must sign the “web-based system” or “Check the Box” method for Eligible Shareholders to complete Tax Election forms for income tax deferral.

Partnerships

Where the Alpha Class A Shares are held by an Eligible Shareholder that is a partnership and the partnership wishes to make a Tax Election, a designated partner authorized in writing to sign for all the partners of the partnership, must file a copy of the federal election form T2058 (and any other relevant provincial or territorial forms) on behalf of all the partners of the partnership. Such Tax Election forms must be accompanied by a list of the names, addresses, social insurance numbers, Business Numbers or tax account numbers of each of the partners, along with the documentation authorizing the designated partner to complete, sign and file the forms on behalf of each partner.

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Additional Provincial or Territorial Tax Election Forms

Certain provinces or territories may require that a separate joint Tax Election be filed for provincial or territorial income tax purposes. Fission will also make a joint Tax Election with an Eligible Shareholder under the provisions of any relevant provincial or territorial income tax law having similar effect to section 85 of the Tax Act, subject to the same limitations as described herein. Eligible Shareholders should consult their own tax advisors to determine whether separate Tax Election forms must be filed with any provincial or territorial taxing authority and to determine the procedure for filing any such separate Tax Election form. It will be the sole responsibility of each Eligible Shareholder who wishes to make such a Tax Election to obtain the appropriate provincial or territorial Tax Election forms and to duly complete and submit such forms to Fission for its execution at the same time as the federal Tax Election forms.

Execution by Fission of Tax Election Form

Subject to the Tax Election forms being correct and complete and complying with the requirements under the Tax Act (or the applicable provincial or territorial tax legislation) and the Alpha Arrangement, Fission will, within 90 days after receiving the completed joint Tax Election forms from an Eligible Shareholder, sign the Tax Election forms received from an Eligible Shareholder and return them to the Eligible Shareholder using the web-based system or by mail.

Fission will not be responsible for the proper or accurate completion of the Tax Election forms or to check or verify the content of any Tax Election form and, except for Fission’s obligation to sign and to return such Tax Election forms (which are received by it within 90 days after the Effective Date) within 90 days after the receipt thereof, Alpha, Fission or any successor thereof will not be responsible for any Taxes, interest or penalties or any other costs or damages resulting from the failure by an Eligible Shareholder to properly and accurately complete or file the necessary Tax Election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial or territorial tax legislation). In its sole discretion, Fission may choose to sign and return Tax Election forms received more than 90 days following the Effective Date, but Fission will have no obligation to do so.

Filing of Tax Election Forms

For the CRA to accept a Tax Election without a late filing penalty being paid by an Eligible Shareholder, the election form, duly completed and executed by both the Eligible Shareholder and Fission must be received by the CRA on or before the earliest due date for the filing of either Fission's or the Eligible Shareholder's income tax return for the taxation year in which the exchange of Alpha Class A Shares for New Fission Shares takes place.

In the absence of a transaction subsequent to the Effective Date but prior to June 30, 2014 that results in a taxation year end for Fission, the taxation year of Fission is expected to end on June30, 2014. In such circumstances, the Tax Election generally must, in the case of an Eligible Shareholder who is an individual (other than a trust), be received by the CRA by April 30, 2014 (being generally the deadline when such individuals are required to file tax returns for the 2013 taxation year).

Information concerning the filing deadline will be included in the tax election package that will be available on the Fission website at www.fissionuranium.com and may be mailed to Eligible Shareholders.

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Eligible Shareholders are strongly advised to consult their own tax advisors as soon as possible respecting the deadlines applicable to their own particular circumstances, including any similar deadlines required under any provincial or territorial tax legislation for provincial or territorial Tax Elections. However, regardless of such deadlines, properly completed Tax Election forms must be received by Fission at the address set out in the Tax Election package (which may be obtained by mail from Fission or the Depositary and will also be available via the internet on the Fission website at wvvw.fissionuranium.com) within 90 days following the Effective Date of the Alpha Arrangement. Any Eligible Shareholder who does not ensure that Fission has received the properly completed Tax Election forms within 90 days following the Effective Date of the Alpha Arrangement may not be able to benefit from the rollover provisions under subsections 85(1) or 85(2) of the Tax Act (or under any corresponding provisions of any applicable provincial or territorial tax legislation).

Dividends on Shares

A Resident Shareholder who is an individual will be required to include in income any dividends received or deemed to be received on the Resident Shareholder's Alpha Shares, New Fission Shares or Alpha Spinco Shares, and such Resident Shareholder (other than certain trusts) will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from “taxable Canadian corporations” (as defined in the Tax Act), including the enhanced dividend tax credit rules applicable to any dividends designated by Alpha, Fission or Alpha Spinco, as the case may be, as "eligible dividends", as defined in the Tax Act. There may be limitations on the ability of Alpha, Fission or Alpha Spinco to designate dividends as “eligible dividends”.

A Resident Shareholder that is a corporation will be required to include in income any dividend received or deemed to be received on the Resident Shareholder's Alpha Shares, New Fission Shares or Alpha Spinco Shares, but will generally be entitled to deduct an equivalent amount in computing its taxable income. Although no dividend is expected to be deemed to be received on the exchange of Alpha Shares for Alpha Class A Shares and Alpha Spinco Shares under the Alpha Arrangement based on information provided to counsel by Alpha, Resident Shareholders that are corporations may wish to consult their tax advisors on the tax consequences of deemed receipt of such a dividend including the potential application of subsection 55(2) of the Tax Actthat may result in a portion or all of such deemed dividend being treated as a capital gain, depending on the circumstances.

A Resident Shareholder that is a "private corporation" or a "subject corporation" (as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a refundable tax of 331/3% on any dividend that it receives or is deemed to receive on Alpha Shares, New Fission Shares or Alpha Spinco Shares to the extent that the dividend is deductible in computing such Resident Shareholder’s taxable income.

Taxable dividends received by an individual (other than certain trusts) may give rise to minimum tax under the Tax Act.

Exchange of Alpha Options for Replacement Fission Options

A Resident Optionholder will realize neither a capital gain nor a capital loss on the Alpha Arrangement as a result of the exchange of an Alpha Option for a Replacement Fission Option. The exchange will not give rise to an employment benefit that would be required to be included in a Resident Optionholder's income provided that the In-The-Money Amount of the Replacement Fission Options immediately after the exchange does not exceed the In-The-Money Amount of the Alpha Options immediately before the exchange. On exercise of

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Replacement Fission Options to acquire New Fission Shares, a Resident Optionholder will have an employment benefit included in his or her income equal to the value of the New Fission Shares acquired at that time less the amount paid on the exercise of the Replacement Fission Options to acquire such shares. A Resident Optionholder may be entitled to a deduction in computing its taxable income equal to one-half of this employment benefit if certain conditions are met under the Tax Act. A Resident Optionholder should consult with its own tax advisors to determine whether the Resident Optionholder is entitled to any such deduction.

Disposition of New Fission Shares and Alpha Spinco Shares

A Resident Shareholder that disposes or is deemed to dispose of a New Fission Share or anAlpha Spinco Share in a taxation year generally will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the New Fission Share or Alpha Spinco Share, as the case may be, exceed (or are less than) the aggregate adjusted cost base of the Resident Shareholder of such New Fission Share or Alpha Spinco Share, determined immediately before the disposition and any reasonable costs of disposition. See “Taxation of Capital Gains and Losses” below.

Taxation of Capital Gains and Losses

Generally, a Resident Shareholder will be required to include in computing its income for a taxation year one-half of the amount of any capital gain (a “taxable capital gain”) realized by it in that year. A Resident Shareholder will generally be entitled to deduct one-half of the amount of any capital loss (an “allowable capital loss”) realized in a taxation year from taxable capital gains realized by the Resident Shareholder in that year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years to the extent and under the circumstances specified in the Tax Act.

Where a Resident Shareholder is a corporation, the amount of any capital loss arising on a disposition or deemed disposition of any share may be reduced by the amount of dividends received or deemed to have been received by it on such share to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns shares, or where a trust or partnership of which a corporation is a beneficiary or a member is a member of a partnership or a beneficiary of a trust that owns any shares.

A Resident Shareholder that is a Canadian-controlled private corporation (as defined in the TaxAct) may be required to pay an additional 6 2/3% refundable tax on its “aggregate investment income” (as defined in the Tax Act) for the year, which includes taxable capital gains.

Capital gains realized by an individual (other than certain trusts) may give rise to minimum tax under the Tax Act.

Dissenting Shareholders

A Resident Shareholder who is a Dissenting Shareholder (a "Dissenting Resident Shareholder") who, consequent upon the exercise of Dissent Rights, disposes of Alpha Shares in consideration for a cash payment from Fission will realize a capital gain (or capital loss) to the extent that the proceeds of disposition, are greather than (or are less than) the aggregate adjusted cost base of the Dissenting Resident Shareholder’s Alpha Shares and any reasonable costs of disposition. See “Taxation of Capital Gains and Losses" above.

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Interest awarded by a court to a Dissenting Resident Shareholder will be included in the holder's income for purposes of the Tax Act.

Eligibility for Investment

The New Fission Shares to be issued pursuant to the Alpha Plan of Arrangement will be “qualified investments” under the Tax Act for a trust governed by a registered retirement savings plan ("RRSP"), a registered retirement income fund ("RRIF"), a deferred profit sharing plan, a registered education savings plan, a registered disability savings plan and a tax-free savings account ("TFSA") (collectively, "Registered Plans") provided that the New Fission Shares are listed on a "designated stock exchange" as defined for purposes of the Tax Act (which includes the TSXV on the date of this Information Circular) at the time they are issued under the Alpha Plan of Arrangement.

Notwithstanding the foregoing, if the New Fission Shares are a “prohibited investment” (as defined in the Tax Act) for a trust governed by a TFSA, RRSP or RRIF, the holder or annuitant thereof will be subject to a penalty tax as set out in the Tax Act. The New Fission Shares will not be a prohibited investment for a TFSA, RRSP or RRIP provided the holder or annuitant of such Registered Plan, as the case may be (i) deals at arm's length with Fission for the purposes of the Tax Act, (ii) does not have a "significant interest" (as defined in the Tax Act) in Fission, and (iii) does not have a “significant interest” (as defined in the Tax Act) in a corporation, partnership or trust with which Fission does not deal at arm’s length (within the meaning of the Tax Act). Generally, a holder or annuitant will have a significant interest in Fission if the holder or annuitant, either alone or together with person’s not dealing at arm’s length with the holder or annuitant, owns, directly or indirectly, New Fission Shares representing 10% or more of the fair market value of all New Fission Shares. The October 2013 Tax Proposals include a proposal to delete the condition in (iii) above. In addition, pursuant to the October 2013 Tax Proposals, New Fission Shares will not be a “prohibited investment” if the New Fission Shares are “excluded property” as defined in the October 2013 Tax Proposals for trusts governed by a TFSA, RRSP and RRIF. Alpha Shareholders should consult their own tax advisors as to whether the New Fission Shares will be a prohibited investment in their particular circumstances, including with respect to the October 2013 Tax Proposals.

The Alpha Class A Shares and the Alpha Spinco Shares to be issued pursuant to the Alpha Plan of Arrangement will be “qualified investments” for Registered Plans, provided such shares are listed on a designated stock exchange (such as the TSXV) or Alpha Spinco or Alpha, as the case may be, is a "public corporation" as defined in the Tax Act at the time they are issued pursuant to the Alpha Plan of Arrangement. If the Alpha Spinco Shares are not listed on a designated stock exchange or Alpha Spinco is not a “public corporation” as defined in the Tax Act at the time the Alpha Spinco Shares are issued pursuant to the Alpha Plan of Arrangement, but such shares become listed on a designated stock exchange in Canada before the due date for Alpha Spinco’s first income tax return or Alpha Spinco becomes a “public corporation” as defined in the Tax Act before the due date for Alpha Spinco's first income tax return and Alpha Spinco makes the appropriate election under the Tax Act in that return, such shares will be considered qualified investments for Registered Plans from the date of issuance of the Alpha Spinco Shares.

Notwithstanding the foregoing, if the Alpha Class A Shares or the Alpha Spinco Shares are a “prohibited investment” (as defined in the Tax Act) for a trust governed by a TFSA, RRSP or RRIF, the holder or annuitant thereof will be subject to a penalty tax as set out in the Tax Act. The Alpha Class A Shares and the Alpha Spinco Shares will not be a prohibited investment for a TFSA, RRSP or RRIP provided the holder or annuitant of such Registered Plan, as the case may be (i) deals at arm's length with Alpha and Alpha Spinco for the purposes of the Tax Act, (ii)

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does not have a "significant interest" (as defined in the Tax Act) in Alpha and Alpha Spinco, and (iii) does not have a “significant interest” (as defined in the Tax Act) in a corporation, partnership or trust with which Alpha and Alpha Spinco does not deal at arm’s length (within the meaning of the Tax Act). Generally, a holder or annuitant will have a siginificant interest in Alpha or Alpha Spinco if the holder or annuitant, either alone or together with person’s not dealing at arm’s length with the holder or annuitant, owns, directly or indirectly, Alpha Class A Shares or Alpha Spinco Shares representing 10% or more of the fair market value of all Alpha Class A Shares orAlpha Spinco Shares, as applicable. The October 2013 Tax Proposals include a proposal to delete the condition in (iii) above. In addition, pursuant to the October 2013 Tax Proposals, Alpha Class A Shares and Alpha Spinco Shares will not be a “prohibited investment” if the Alpha Class A Shares and Alpha Spinco Shares are “excluded property” as defined in the October 2013 Proposals for trusts governed by a TFSA, RRSP and RRIF. Alpha Shareholders should consult their own tax advisors as to whether the Alpha Class A Shares or Alpha Spinco Shares will be a prohibited investment in their particular circumstances, including with respect to the October 2013 Tax Proposals.

Non-Residents of Canada

This part of the summary is applicable to Alpha Shareholders and Alpha Optionholders, who, for purposes of the Tax Act, have not been and will not be resident or deemed to be resident in Canada at any time while they have held or will hold Alpha Shares, Alpha Class A Shares, New Fission Shares, Alpha Spinco Shares, Alpha Options and Replacement Fission Options and who do not use or hold, will not use or hold and are not and will not be, deemed to use or hold such Alpha Shares, Alpha Class A Shares, New Fission Shares, Alpha Spinco Shares, AlphaOptions and Replacement Fission Options in carrying on a business in Canada (a "Non-Resident Shareholder” and "Non-Resident Optionholder", respectively). Special rules, which are not discussed in this summary, may apply to a non-resident that is an insurer carrying on business in Canada and elsewhere. This part of the summary assumes that Non-Resident Optionholders acquired their Alpha Options in respect of, in the course of, and by virtue of employment carried on outside of Canada.

Exchange of Alpha Shares for Alpha Class A Shares and Alpha Spinco Shares

The cost to a Non-Resident Shareholder of Alpha Spinco Shares acquired on the exchange of Alpha Shares for Alpha Class A Shares and Alpha Spinco Shares will be equal to the aggregate fair market value of the Alpha Spinco Shares at the time of the exchange. The cost to a Non-Resident Shareholder of Alpha Class A Shares acquired on the exchange will be equal to the amount, if any, by which the aggregate adjusted cost base of the Non-Resident Shareholder's Alpha Shares immediately before the exchange exceeds the aggregate fair market value of the Alpha Spinco Shares received on the exchange. If the aggregate fair market value of the Alpha Spinco Shares received by a Non-Resident Shareholder on the exchange exceeds the aggregate paid-up capital as determined for purposes of the Tax Act of the Alpha Shares exchanged then the excess will generally be deemed to be a dividend received by the Non-Resident Shareholder from Alpha subject to Canadian withholding tax. See “Dividends onShares" below for a general description of the treatment of dividends under the Tax Act including amounts deemed under the Tax Act to be received as dividends.

A determination of whether a Non-Resident Shareholder will be deemed to receive a dividend and the amount of any such dividend cannot be made at this time because it will be dependent on the fair market value, on the Effective Date, of the Alpha Spinco Shares distributed by Alpha pursuant to the Alpha Arrangement and the paid-up capital of the Alpha Shares on the Effective Date. Subsequent to the Effective Date, Alpha will advise Alpha Shareholders as to whether it believes a deemed dividend arose and the amount of any such deemed dividend by having

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such information posted on the Fission website at www.fissionuranium.com. However, this information will not be binding on the CRA.

If Fission Alpha determines that a deemed dividend arose as a consequence of the Alpha Arrangement, Alpha, Alpha Spinco, Fission and the Depositary will be entitled to deduct and withhold from any consideration payable or otherwise deliverable to a Alpha Shareholder (including the Alpha Spinco Shares) such Taxes or other amounts as Alpha, Alpha Spinco, Fission, the Depositary and any relevant intermediary is required or permitted to deduct and withhold under the Tax Act and any other applicable tax legislation. To the extent that Alpha, Alpha Spinco, Fission, the Depositary and any relevant intermediary is required to deduct and withhold from consideration that is not cash, including the Alpha Spinco Shares, Alpha, Alpha Spinco, Fission, the Depositary and any relevant intermediary is entitled to sell or liquidate such consideration to the extent necessary in order to fund its deduction, withholding and remittance obligations (including any applicable interest and penalties).

Any such sales may negatively impact the trading price of the Alpha Spinco Shares (if listed). Any Alpha Spinco Shares that are retained and are not sold to realize sufficient net proceeds to fund withholding tax obligations (if any) will be distributed to the Non-Resident Shareholders. For Non-Resident Shareholders to benefit from the provisions of a tax treaty in respect of applicable Canadian non-resident withholding tax, the Non-Resident Shareholder must provide the information requested in the Letter of Transmittal relating to the country in which the beneficial owner of the Alpha Shares is resident and taxable.

On the exchange of Alpha Shares for Alpha Class A Shares and Alpha Spinco Shares, the capital gain (or capital loss) realized by a Non-Resident Shareholder will be equal to the amount by which (a) the aggregate of the cost of the Alpha Spinco Shares and of the Alpha Class A Shares received, determined as described above, less the amount of any dividend deemed to be received on the exchange exceeds (or is less than) (b) the aggregate of the adjusted cost base of Alpha Shares exchanged and any reasonable costs of disposition.

A Non-Resident Shareholder who participates in the Alpha Arrangement will not be subject to tax under the Tax Act on any capital gain realized on the exchange of Alpha Shares for Alpha Class A Shares and Alpha Spinco Shares, provided that the Alpha Shares are not "taxable Canadian property" (as defined in the Tax Act), as discussed below, to the Non-Resident Shareholder at the time of the exchange or an applicable income tax treaty or convention exempts the capital gain from tax under the Tax Act.

Exchange of Alpha Class A Shares for New Fission Shares and Cash and Disposition of New Fission Shares and Alpha Spinco Shares

A Non-Resident Shareholder will not be subject to tax under the Tax Act on the disposition of Alpha Class A Shares, New Fission Shares or Alpha Spinco Shares unless the Alpha Class A Shares, New Fission Shares or Alpha Spinco Shares, as the case may be, constitute "taxable Canadian property" of the Non- Resident Shareholder for purposes of the Tax Act and the Non-Resident Shareholder is not entitled to relief under an applicable income tax treaty or convention.

Alpha Shares, Alpha Class A Shares, New Fission Shares or Alpha Spinco Shares, respectively, will generally not constitute taxable Canadian property of a Non-Resident Shareholder if such shares are listed on a designated stock exchange (as defined in the Tax Act) unless at any time during the 60-month period immediately preceding the disposition (i) the Non-Resident Shareholder, persons with whom the Non-Resident Shareholder did not deal at arm's length, partnerships in which the Non-Resident Shareholder or a person with whom the

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Non-Resident Shareholder did not deal at arm’s length holds a membership interest directly or indirectly through one or more partnerships or the Non-Resident Shareholder together with all such persons or partnerships, owned or was considered to own 25% or more of the issued shares of any class or series of shares of the capital stock of the applicable corporation, and (ii) more than 50% of the fair market value of the shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource properties", "timber resource properties" (each as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such properties (whether or not such property exists). Shares may also be deemed to be "taxable Canadian property" pursuant to the Tax Act.

Even if any of the Alpha Shares, Alpha Class A Shares, New Fission Shares or Alpha Spinco Shares are taxable Canadian property to a Non-Resident Shareholder at a particular time such holder may be exempt from tax by virtue of an income tax treaty or convention to which Canada is a signatory.

In the event Alpha Shares, Alpha Class A Shares, New Fission Shares or Alpha Spinco Shares, as the case may be, are taxable Canadian property to a Non-Resident Shareholder at the time of disposition and such Non-Resident Shareholder is not exempt from tax by a tax treaty, the tax consequences described above under "Certain Canadian Federal Income Tax Considerations — Residents of Canada — Exchange of Alpha Class A Shares for New Fission Shares and Cash — No Section 85 Election", "Certain Canadian Federal Income Tax Considerations —Residents of Canada — Exchange of Alpha Class A Shares for New Fission Shares and Cash -Section 85 Election", "Certain Canadian Federal Income Tax Considerations - Residents of Canada - Disposition of New Fission Shares and Alpha Spinco Shares" and "Certain Canadian Federal Income Tax Considerations - Residents of Canada - Taxation of Capital Gains and Losses" will generally apply. If a Non-Resident Shareholder wishes not to recognize any gain on the disposition of an Alpha Class A Share that is taxable Canadian property and is not subject to relief pursuant to a tax treaty, such Non-Resident Shareholder may do so by electing to receive New Fission Shares from Fission in the manner described above under "Residents of Canada -Exchange of Alpha Class A Shares for New Fission Shares and Cash - Section 85 Election".

Dividends on Shares

Dividends paid or credited, or deemed to be paid or credited, on a Non-Resident Shareholder's Alpha Shares, New Fission Shares or Alpha Spinco Shares will be subject to Canadian withholding tax under the Tax Act at a rate of 25% unless the rate is reduced under the provisions of an applicable income tax treaty or convention. In the case of a beneficial owner of dividends who is a resident of the United States for purposes of the Canada-United States Tax Convention (1980), as amended, and who is entitled to the benefits of that treaty, the rate of withholding will generally be reduced to 15%.

Exchange of Alpha Options for Replacement Fission Options

A Non-Resident Optionholder will realize neither a capital gain nor a capital Loss on the Alpha Arrangement as a result of the exchange of Alpha Options for Replacement Fission Options. The exchange will not give rise to an employment benefit taxable in Canada to a Non-Resident Optionholder.

Dissenting Shareholders

A Non-Resident Shareholder who is a Dissenting Shareholder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of Alpha Shares to Fission, provided that the Alpha Shares, as applicable, are not “taxable Canadian property" (as defined in the Tax

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Act), as discussed above under “Exchange of Alpha Class A Shares for New Fission Shares and Disposition of New Fission Shares and Alpha Spinco Shares", to the Non-Resident Shareholder at the time of the disposition or an applicable income tax treaty or convention exempts the capital gain from tax under the Tax Act.

Interest (if any) awarded by a court to a dissenting Non-Resident Shareholder should generally not be subject to Canadian withholding tax under the Tax Act.

INFORMATION CONCERNING FISSION

Fission is a Canadian based resource company specializing in the strategic acquisition, exploration and development of uranium properties and is headquartered in Kelowna, British Columbia. Fission has exploration interests in Saskatchewan, Alberta and Peru. Fission Shares are listed on the TSXV under the symbol "FCU". See Appendix "E" – “Information Concerning Fission".

INFORMATION CONCERNING ALPHA

Alpha is a mineral exploration company whose principal focus is the acquisition, exploration and development of mineral properties. Alpha currently has exploration and development rights to highly prospective uranium properties located in the Athabasca Basin in northern Saskatchewan, Canada, as well as gold properties in Northern Ontario and British Columbia, Canada. Alpha Shares are listed on the TSXV under the symbol “AMW”.

INFORMATION CONCERNING ALPHA SPINCO

Alpha Spinco is currently a wholly-owned subsidiary of Alpha that has been formed to acquire and hold the Alpha Spinco Properties, the Alpha Lease and the Alpha Related Assets. The registered and records office of Alpha Spinco is located at 1000 – 840 Howe Street, Vancouver, British Columbia, V6Z 2M1. Upon completion of the Alpha Arrangement, Alpha Spinco expects that it will be a reporting issuer in British Columbia and Alberta and will hold the Alpha Spinco Properties, the Alpha Lease and the Alpha Related Assets and approximately $3.0 million in cash. An application will be made for listing of the Alpha Spinco Shares on the TSXV. Listing of the Alpha Spinco Shares will be subject to meeting TSXV original listing requirements and there is no assurance such a listing will be obtained. See Appendix "F" - "Information Concerning Alpha Spinco".

OTHER INFORMATION

Indebtedness of Executive Officers

At no time during the financial year ended October 31, 2012, or within 30 days of the date of this Circular has any director, officer or employee, or former director, officer or employee, of Alphaor any of its subsidiaries, or any associate or affiliate of any such director, officer or employee, been indebted to Alpha.

Other Matters

Management of Alpha is not aware of any matters to come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Form of Proxy to vote the Alpha Shares, Alpha Options and Alpha Warrants represented thereby in accordance with their best judgment on such matter.

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INTEREST OF EXPERTS

To the best of Alpha's knowledge, as at the date hereof, Miller Thomson LLP and Raymond James, each being companies, partnerships or persons who have prepared certain sections of this Circular, or are named as having prepared or certified a report, statement or opinion in or incorporated by reference in this Circular, or any director, officer, employee or partner thereof, as applicable, have not received a direct or indirect interest in a property of Alpha, Alpha Spinco or Fission or any associate or affiliate thereof.

As of the date hereof, the partners and associates of Miller Thomson LLP as a group beneficially owned, directly or indirectly, less than one percent of the Alpha Shares and no Alpha Spinco Shares. As of the date hereof, to the best of Raymond James’ knowledge, the directors, officers and employees of Raymond James as a group beneficially owned, directly or indirectly, less than one percent of the Alpha Shares and no Alpha Spinco Shares.

None of the aforementioned persons nor any directors, officers, employees and partners, as applicable, of each of the aforementioned companies and partnerships, is currently expected to be elected, appointed or employed as a director, officer or employee of Alpha, Fission or Alpha Spinco or any associate or affiliate of Alpha, Fission or Alpha Spinco.

Saturna Group Chartered Accountants LLP are the auditors for Alpha. Saturna Group Chartered Accountants LLP has confirmed that they are independent with respect to Alpha within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

PricewaterhouseCoopers LLP are the auditors for Fission. PricewaterhouseCoopers LLP has confirmed that they are independent with respect to Fission within the meaning of the Rules of Professronal Conduct of the Institute of Chartered Accountants of British Columbia.

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CONSENT OF RAYMOND JAMES LTD.

To: The Board of Directors and the Special Committee of the Board of Alpha Minerals Inc.

We hereby consent to the reference in the letter of the CEO and under the headings “Frequently Asked QuestionsAbout The Alpha Arrangement And The Meeting – What are the recommendations of the Directors”, “Glossary of Terms – Fairness Opinion”, “Summary – Reasons for the Alpha Arrangement, Fairness Opinion”, “Summary –Fairness Opinion”, “The Meeting – The Arrangement – Background to the Alpha Arrangement”, “The Meeting –The Arrangement – Reasons for the Alpha Arrangement”, and “The Meeting – The Arrangement – Fairness Opinion”, to the opinion of our firm dated October 29, 2013, which we prepared for the Board of Directors and the Special Committee of the Board of Alpha Minerals Inc. in connection with the arrangement agreement entered into between Alpha Minerals Inc. and Fission Uranium Corp. In providing such consent, except as may be required by securities laws, we do not intend that any person other than the Board of Directors or The Special Committee of the Board of Alpha Minerals Inc. rely upon such opinion.

Vancouver, CanadaOctober 29, 2013

Raymond James Ltd.Suite 2200 - 925 West Georgia Street, Vancouver, B.C., V6C 3L2 • 604 659 8200 • 604 659 8398 Fax

Member of Canadian Investor Protection Fund

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APPROVAL OF DIRECTORS

The contents and sending of this Circular, including the Notice of Meeting, have been approved and authorized by the Alpha Board.

October 29, 2013

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) Benjamin Ainsworth

Benjamin AinsworthPresident, Chief Executive Officer and Director

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APPENDIX AARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

1. The arrangement (the “Alpha Arrangement”) under Section 193 of the Business Corporations Act(Alberta) (the “ABCA”) involving Alpha Minerals Inc., (“Alpha”), all as more particularly described and set forth in the Management Proxy Circular (the “Circular”) of Alpha dated October 29, 2013, accompanying the notice of this meeting (as the Alpha Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.

2. The plan of arrangement (the “Alpha Plan of Arrangement”), involving Alpha and implementing the Alpha Arrangement, the full text of which is set out in Appendix B to the Circular (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.

3. The arrangement agreement (the “Arrangement Agreement”) between Alpha and Fission, dated September 17, 2013, and all the transactions contemplated therein, the actions of the directors of Alpha in approving the Alpha Arrangement and the actions of the directors and officers of Alpha in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified and approved.

4. Notwithstanding that this resolution has been passed (and the Alpha Arrangement approved) by the securityholders of Alpha or that the Alpha Arrangement has been approved by the Alberta Court of Queen’s Bench (the “Court”), the directors of Alpha are hereby authorized and empowered, without further notice to, or approval of, the securityholders of Alpha:

a. to amend the Alpha Arrangement Agreement or the Alpha Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Alpha Plan of Arrangement; or

b. subject to the terms of the Arrangement Agreement, not to proceed with the Alpha Arrangement.

5. Any director or officer of Alpha is hereby authorized and directed for and on behalf of Alpha to make application to the Court for an order approving the Alpha Arrangement and to execute, whether under corporate seal of Alpha or otherwise, and to deliver articles of arrangement and such other documents as are necessary or desirable to the Registrar under the ABCA in accordance with the Arrangement Agreement for filing.

6. Any one or more directors or officers of Alpha is hereby authorized, for and on behalf and in the name of Alpha, to execute and deliver, whether under corporate seal of Alpha or otherwise, all such agreements, forms waivers, notices, certificate, confirmations and other documents and instruments and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Alpha Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:

(a) all actions required to be taken by or on behalf of Alpha, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and

(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Alpha;

(c) such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

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APPENDIX BALPHA PLAN OF ARRANGEMENT

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ALPHA PLAN OF ARRANGEMENTUNDER SECTION 193 OF THE

BUSINESS CORPORATIONS ACT (ALBERTA)

ARTICLE 1INTERPRETATION

1.1 Definitions. In this plan of arrangement, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings:

(a) “ABCA” means the Business Corporations Act (Alberta), R.S.A. 2000, c. B-9, as amended, including the regulations promulgated thereunder;

(b) “Alpha” means Alpha Minerals Inc., a corporation incorporated under the laws of Alberta;

(c) “Alpha Circular” means the notice of the Alpha Meeting and the accompanying management information circular, including all schedules thereto, to be sent to Alpha Securityholders and others in connection with the Alpha Meeting, together with any amendments or supplements thereto;

(d) “Alpha Class A Shares” has the meaning ascribed thereto in Section 3.1(c)hereof;

(e) “Alpha Meeting” means the special meeting of the Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider, among other things, the Arrangement Resolution;

(f) “Alpha Options” means the issued and outstanding options to purchase Alpha Shares pursuant to the Alpha Option Plan or any predecessor plan of Alpha;

(g) “Alpha Optionholders” means the holders of Alpha Options;

(h) “Alpha Option Plan” means the stock option plan of Alpha approved by Alpha Shareholders July 23, 2013;

(i) “Alpha Securityholders” means, together, the Alpha Shareholders, Alpha Warrantholders and the Alpha Optionholders;

(j) “Alpha Shareholders” means holders of Alpha Shares;

(k) “Alpha Shares” means the voting common shares without per value which Alpha is authorized to issue as the same are constituted on the date hereof.

(l) “Alpha Spinco” means Alpha Exploration Inc., a to be formed corporation incorporated under the laws of British Columbia;

(m) “Alpha Spinco Assets” means the assets purchased by Alpha Spinco pursuant to the Asset Purchase Agreement;

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(n) “Alpha Spinco Shares” means the common shares in the capital of Alpha Spinco;

(o) “Alpha Warrants” means the issued and outstanding warrants to purchase Alpha Shares at varying exercise prices and with varying expiry dates;

(p) “Alpha Warrantholders” means the holders of Alpha Warrants;

(q) “Alpha Warrant Certificates” means the certificates representing the Alpha Warrants listed in Schedule 4.1(g) to the Alpha Disclosure Letter, as that term is defined in the Arrangement Agreement;

(r) “Arrangement” means an arrangement under section 193 of the ABCA on the terms and conditions set forth in this Plan of Arrangement, subject to any amendment or variation thereto made in accordance with the terms of the Arrangement Agreement, the Plan of Arrangement, or at the direction of the Court in the Final Order;

(s) “Arrangement Agreement” means the arrangement agreement dated as of September 17, 2013 between Alpha and Fission to which this Plan of Arrangement is attached as Schedule A, as may be supplemented or amended from time to time;

(t) “Arrangement Resolution” means the special resolution of the Alpha Securityholders approving the Arrangement;

(u) “Articles of Arrangement” means the articles of arrangement of Alpha in respect of the Arrangement required under Subsection 193(10) of the ABCA to be filed with the Registrar after the Final Order has been granted;

(v) “Asset Purchase Agreement” means the agreement to be entered into between Alpha and Alpha Spinco pursuant to which Alpha Spinco acquires Alpha’s interest in the assets listed on Exhibit I to this Plan of Arrangement;

(w) “Assumed Alpha Spinco Liabilities” means the accounts payable, and all other outstanding debts and amounts owing by Alpha in respect of the Alpha Spinco Assets on the day prior to the Effective Date;

(x) “Assumption Agreement” means the agreement to be entered into between Alpha and Alpha Spinco pursuant to which Alpha Spinco will assume the Assumed Alpha Spinco Liabilities;

(y) “Business Day” means any day that is not a Saturday, a Sunday or a statutory or civic holiday in Calgary, Alberta or Vancouver, British Columbia;

(z) “Canadian Resident” means a beneficial owner of Alpha Shares immediately prior to the Effective Time who is a resident of Canada for purposes of the Tax Act (other than a Tax Exempt Person), or a partnership any member of which is a resident of Canada for the purposes of the Tax Act (other than a Tax Exempt Person);

(aa) “CBCA” means the Canadian Business Corporations Act, R.S.C. 1985, c. C-44, as amended;

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(bb) “Consideration” means the consideration to be received by the Alpha Shareholders (other than a Dissenting Shareholder) pursuant to this Plan of Arrangement in consideration for their Alpha Class A Shares, consisting of both 5.725 New Fission Shares and a cash payment of $0.0001 for each Alpha Class A Share;

(cc) “Court” means the Court of Queen’s Bench of Alberta;

(dd) “Depositary” means any trust company, bank or financial institution agreed to in writing between Fission and Alpha for the purpose of, among other things, exchanging certificates representing Alpha Shares for New Fission Shares in connection with the Arrangement;

(ee) “Dissent Rights” means the rights of dissent in respect to the Arrangement under the ABCA as described in Article 4;

(ff) “Dissenting Shareholder” means a registered Alpha Shareholder who duly exercises its Dissent Rights pursuant to Article 4 of this Plan of Arrangement and the Interim Order and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

(gg) “Effective Date” means the date the Arrangement becomes effective under the ABCA;

(hh) “Effective Time” means the time at which the Arrangement becomes effective on the Effective Date pursuant to the ABCA, but shall not, in any event, occur prior to or concurrently with the time at which the Fission Plan of Arrangement (as defined in the Arrangement Agreement) becomes effective (unless the Fission Plan of Arrangement has been abandoned by Fission);

(ii) “Eligible Non-Resident” means a beneficial owner of Alpha Shares immediately prior to the Effective Time, who is not, and is not deemed to be, a resident of Canada for the purposes of the Tax Act, and whose Alpha Shares are “taxable Canadian property” and not “treaty-protected property”, in each case as defined in the Tax Act or a partnership any member of which is not, and is not deemed to be, a resident of Canada for the purposes of the Tax Act, and whose Alpha Shares are “taxable Canadian property” and not “treaty-protected property”, in each case as defined in the Tax Act;

(jj) “Eligible Shareholder” means: (i) a Canadian Resident, or (ii) an Eligible Non-Resident;

(kk) “Fair Market Value” with reference to:

(i) a New Fission Share means the “Fair Market Value” ascribed to a New Fission Share pursuant to the Fission Plan of Arrangement;

(ii) an Alpha Class A Share means the amount that is the Fair Market Value of a New Fission Share multiplied by 5.725; and

(iii) an Alpha Spinco Share means the amount that is the fair market value of Alpha Spinco as of the Effective Date as determined by an independent valuation of Alpha (prepared by a valuator approved by Fission and Alpha

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each acting in a commercially reasonable manner) at Alpha’s sole cost and expense, determined on a basis after giving effect to the Arrangement, divided by the total number of Alpha Spinco Shares outstanding upon completion of the Arrangement;

provided, that if any of the foregoing calculations results in a negative Fair Market Value, the Fair Market Value shall be deemed to be $0.01;

(ll) “Final Order” means the final order of the Court in form acceptable to Alpha and Fission, each acting reasonably, approving the Arrangement pursuant to Subsection 193(9)(a) of the ABCA, as such order may be amended by the Court with the consent of the Parties at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

(mm) “Fission” means Fission Uranium Corp., a corporation incorporated under the CBCA;

(nn) “Fission Plan of Arrangement” has the meaning ascribed thereto in the Arrangement Agreement;

(oo) “Fission Shares” means the voting common shares without per value which Fission is authorized to issue as the same are constituted on the date hereof;

(pp) “Fission Spinco” means Fission 3.0 Corp., a to be formed corporation incorporated under the CBCA;

(qq) “Former Alpha Optionholders” means holders of Alpha Options immediately prior to the Effective Time;

(rr) “Former Alpha Securityholders” means Former Alpha Shareholders, Former Alpha Warrantholders and Former Alpha Optionholders;

(ss) “Former Alpha Shareholders” means the holders of Alpha Shares immediately prior to the Effective Time;

(tt) “Former Alpha Warrantholders” means the holders of Alpha Warrants immediately prior to the Effective Time;

(uu) “In-The-Money Amount” in respect of a stock option means the amount, if any, by which the aggregate Fair Market Value at that time of the securities subject to the option exceeds the aggregate exercise price of the option;

(vv) “Interim Order” means the interim order of the Court pursuant to Subsection 193(4) of the ABCA relating to the Arrangement and providing for, among other things, the calling and holding of the Alpha Meeting, as the same may be amended, supplemented or varied by the Court;

(ww) “Governmental Entity” means: (a) any multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency or entity, domestic or foreign; (b) any stock exchange, including the TSXV; (c) any subdivision, agent, commission, board or authority of any of

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the foregoing; or (d) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

(xx) “Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity or self-regulatory authority (including the TSXV), and the term “applicable” with respect to such Laws and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, property or securities and emanate from a Person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities;

(yy) “Lien” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims or other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

(zz) “New Fission Share” means a common share in the capital of Fission for which Fission Shares are exchanged pursuant to Section 3.1(d)(i) of the Fission Plan of Arrangement;

(aaa) “Notice of Dissent” means a notice given in respect of the Dissent Rights as contemplated in the Interim Order and as described in Article 4;

(bbb) “Parties” means Alpha, Fission and Alpha Spinco, and “Party” means any of them;

(ccc) “Person” or “person” means an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, trustee, executor, administrator or other legal representative, government (including any Governmental Entity, as such term is defined in the Arrangement Agreement)or any other entity, whether or not having legal status;

(ddd) “Plan of Arrangement” means this plan of arrangement, proposed under section 193 of the ABCA, and any amendments or variations hereto made in accordance herewith and Section 9.1 of the Arrangement Agreement or at the direction of the Court;

(eee) “Registrar” means the Registrar of Corporations or a Deputy Registrar of Corporations appointed under Section 263 of the ••••;

(fff) “Replacement Fission Option” has the meaning set out in Section 3.1(f);

(ggg) “Tax Act” means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

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(hhh) “Tax Exempt Person” means a person who is exempt from tax under Part I of the Tax Act;

(iii) “Taxes” means any taxes, duties, fees, premiums, assessments, imposts, levies, expansion fees and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, windfall, royalty, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment insurance, health insurance and Canada, Québec and other pension plan premiums or contributions imposed by any Governmental Entity, and any transferee liability in respect of any of the foregoing; and

(jjj) “TSXV” means the TSX Venture Exchange.

1.2 Sections and Headings. The division of this Plan of Arrangement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. Unless reference is specifically made to some other document or instrument, all references herein to articles and sections are to articles and sections of this Plan of Arrangement.

1.3 Number, Gender and Persons. In this Plan of Arrangement, unless otherwise expressly stated or the context otherwise requires, words importing the singular number shall include the plural and vice versa, and words importing gender shall include all genders.

1.4 Meaning. Words and phrases used herein and defined in the ABCA shall have the same meaning herein as in the ABCA, unless the context otherwise requires.

1.5 Statutory References. Any reference in this Plan of Arrangement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

1.6 Currency. Unless otherwise stated all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

1.7 Business Day. In the event that the date on which any action is required to be taken hereunder by any of the parties is not a Business Day in the place where the action is

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required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

1.8 Governing Law. This Plan of Arrangement shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein.

1.9 Binding Effect. This Plan of Arrangement will become effective at, and be binding at and after, the Effective Time on: (i) Alpha; (ii) Fission; (iii) Alpha Spinco; (iv) all registered and beneficial Alpha Shareholders; (v) all registered Alpha Securityholders; and (vi) the Dissenting Shareholders.

ARTICLE 2ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement. This Plan of Arrangement is made pursuant and subject to the provisions of the Arrangement Agreement.

ARTICLE 3THE ARRANGEMENT

3.1 The Arrangement. On the Effective Date, commencing at the Effective Time, the following shall occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of Alpha, Fission or Alpha Spinco, but subject to the provisions of ARTICLE 4:

(a) At the Effective Time:

(i) Alpha will transfer the Alpha Spinco Assets to Alpha Spinco in accordance with the Asset Purchase Agreement;

(ii) Alpha Spinco will assume the Assumed Alpha Spinco Liabilities pursuant to the Assumption Agreement in consideration of a cash payment in an amount equal thereto, and Alpha will subscribe for Alpha Spinco Shares for an amount equal to $3,000,000; and

(iii) following the completion of Sections 3.1(a)(i) and 3.1(a)(ii) above, the total number of outstanding Alpha Spinco Shares will be equal to one-half of the total number of outstanding Alpha Shares immediately prior to the Effective Time.

(b) At the Effective Time, each Alpha Share held by a Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or

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formality on its part, free and clear of all liens, claims and encumbrances, to Fission and Fission shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Article 4 hereof, and the name of each such holder shall be removed from the securities register as a holder of Alpha Shares.

(c) Five (5) minutes after the Effective Time, the authorized share capital of Alpha shall be reorganized and its articles altered by creating an unlimited number of class A common shares without par value, which shall have attached thereto the right to two votes at all meetings of Alpha Shareholders, the right to dividends as and when declared by the directors of Alpha, which may be declared independently of dividends on the Alpha Shares, and the right to participate in the remaining assets of Alpha upon a winding up of Alpha (the “Alpha Class A Shares”).

(d) Ten (10) minutes after the Effective Time, Alpha shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act as follows, and in the following order:

(i) each Alpha Shareholder (other than a Dissenting Shareholder) will exchange each Alpha Share held at the Effective Time for (A) one Alpha Class A Share and (B) one-half of one Alpha Spinco Share, and such Alpha Shareholders shall cease to be the holders of the Alpha Shares so exchanged;

(ii) the authorized but unissued Alpha Shares shall be cancelled and the authorized capital of Alpha shall be changed by deleting the Alpha Shares as a class of shares of Alpha; and

(iii) the aggregate amount added to the stated capital of the Alpha Class A Shares issued pursuant to Section 3.1(d)(i) above shall be equal to the amount if any, by which (A) the aggregate paid-up capital (as that term is defined for the purposes of the Tax Act) of Alpha Shares (other than Alpha Shares held by the Dissenting Shareholders) immediately prior to the Effective Time, exceeds (B) the Fair Market Value of the Alpha Spinco Shares distributed to the Alpha Shareholders.

No fractional shares will be issued and Alpha Shareholders will not receive any compensation in lieu thereof. The name of each Alpha Shareholder who is so deemed to exchange his, her or its Alpha Shares shall be removed from the securities register of Alpha Shares with respect to the Alpha Shares so exchanged and shall be added to the securities registers of the Alpha Class A Shares and the Alpha Spinco Shares as the holder of the number of Alpha Class A Shares and Alpha Spinco Shares deemed to have been received on the exchange.

(e) Twenty (20) minutes after the Effective Time, all Alpha Class A Shares shall be transferred to Fission, free and clear of any Liens, and each holder thereof shall receive, in exchange therefor, the Consideration; and

(i) each holder of the Alpha Class A Shares shall cease to be the holder of such share and such holder’s name shall be removed from the securities register of Alpha with respect to such shares;

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(ii) Fission shall, and shall be deemed to be, the transferee of such shares (free and clear of any Liens) and shall be entered in the securities register of Alpha as the holder thereof; and

(iii) Former Alpha Shareholders shall be deemed to hold their New Fission Shares and shall be entered in the securities register of Fission as holder thereof.

(f) Twenty-five (25) minutes after the Effective Time, each Alpha Option held by an Alpha Optionholder will be exchanged for an option to purchase 5.725 New Fission Shares (a “Replacement Fission Option”) at an exercise price equal to (x) the original exercise price of the Alpha Option minus (y) the Fair Market Value of one-half of one Alpha Spinco Share at the Effective Date.

Except as otherwise provided in this Section 3.1, all terms and conditions of a Replacement Fission Option, will be the same as the Alpha Option for which it is exchanged, including the term to expiry, conditions to and manner of exercising, will be the same as the Alpha Option for which it was exchanged, and shall be governed by the terms of the Fission stock option plan, except that, subject to TSXV approval, the Replacement Fission Option shall not expire solely as a result of the holder thereof ceasing to be employed or engaged as a consultant, officer or director of Alpha or Fission until the earlier of (x) the expiration date of the Alpha Option for which it is exchanged, and (y) 12 months following the Effective Date. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Alpha Options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Replacement Fission Option will be increased such that the In-The-Money Amount of the Replacement Fission Option immediately after the exchange does not exceed the In-The-Money Amount of the Alpha Option immediately before the exchange. No fractional New Fission Shares will be issued upon the exercise of a Replacement Fission Option.

(g) Thirty (30) minutes after the Effective Time, for greater certainty, the Alpha Options acquired pursuant to the exchange in Section 3.1(f) hereof shall be cancelled without payment.

(h) Thirty-five (35) minutes after the Effective Time, Alpha will surrender the Alpha Spinco Shares issued to Alpha upon incorporation to Alpha Spinco for cancellation.

3.2 Post-Effective Time Procedure Regarding Section 85 Tax Election

(a) An Eligible Shareholder whose Alpha Class A Shares are exchanged for the Consideration pursuant to the Arrangement shall be entitled to make a joint election with Fission, pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law) (a “Section 85 Election”) with respect to the exchange by providing two signed copies of the necessary joint election forms, forms of which will be prepared and provided or made available to Eligible Shareholders by Fission or its representatives, to an appointed representative, as directed by Fission, within 90 days after the Effective Date, duly completed with the details of the number of Alpha Class A Shares transferred and the applicable agreed amount for the purposes of such joint elections. Fission shall, within 90 days after receiving the completed joint election forms from an Eligible Shareholder, and subject to such joint election forms being correct and complete

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and in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law), sign and return them to the Eligible Shareholder, for filing with the Canada Revenue Agency (or the applicable provincial tax authority). Neither Fission, Alpha nor any successor corporation shall be responsible for the proper completion of any joint election form, nor, except for the obligation to sign and return duly completed joint election forms which are received within 90 days of the Effective Date, for any Taxes, interest or penalties resulting from the failure of an Eligible Shareholder to properly complete or file such joint election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation). In its sole discretion, Fission or any successor corporation may choose to sign and return a joint election form received by it more than 90 days following the Effective Date, but will have no obligation to do so.

(b) Upon receipt of a letter of transmittal in which an Eligible Shareholder has indicated that the Eligible Shareholder intends to make a Section 85 Election, Fission will promptly deliver a tax instruction letter (and a tax instruction letter for the equivalent Quebec election, if applicable), together with the relevant tax election forms (including the Quebec tax election forms, if applicable) to the Eligible Shareholder.

3.3 Alpha Warrants. In accordance with the terms of the Alpha Warrant Certificates, each Alpha Warrant held by an Alpha Warrantholder shall become a warrant to purchase 5.725 New Fission Shares at an exercise price equal to (x) the original exercise price of the Alpha Warrant minus (y) the Fair Market Value of one-half of one Alpha Spinco Share at the Effective Date. Each Alpha Warrant shall continue to be governed by and be subject to the terms of the applicable Alpha Warrant Certificate.Upon any exercise of an Alpha Warrant, Fission shall issue the necessary number of New Fission Shares needed to settle such exercise.

The foregoing is subject to adjustment in accordance with the terms of the Alpha Warrants.

3.4 No Fractional Shares .Notwithstanding any other provision of this Arrangement, no fractional Alpha Spinco Shares or New Fission Shares shall be transferred to the Former Alpha Shareholders. Where the aggregate number of New Fission Shares or Alpha Spinco Shares to be issued under this Plan of Arrangement would result in a fraction of an Alpha Spinco Share or Fission Share being issuable, the number of Alpha Spinco Shares or New Fission Shares to be received by such Former Alpha Shareholder shall be rounded down to the nearest whole Alpha Spinco Share or New Fission Share, as the case may be.

3.5 Deemed Fully Paid and Non-Assessable Shares. All New Fission Shares and Alpha Spinco Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes.

3.6 Arrangement Effectiveness. The Arrangement shall become final and conclusively binding on the Alpha Shareholders, the shareholders of Alpha Spinco, the Alpha Optionholders, the Alpha Warrantholders and each of Alpha, Alpha Spinco and Fission on the Effective Date.

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3.7 Supplementary Actions. Notwithstanding that the transactions and events set out in Section 3.1 shall occur and shall be deemed to occur in the chronological order therein set out without any act or formality, each of Alpha, Alpha Spinco and Fission shall be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in Section 3.1, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor, and any necessary additions to or deletions from share registers.

3.8 Withholding Rights. Fission, Alpha, Alpha Spinco and the Depositary shall be entitled to deduct or withhold from the consideration payable or otherwise deliverable to any Person, including to Dissenting Shareholders pursuant to Article 4, and from all dividends, other distributions or other amount otherwise payable to any Former Alpha Securityholder, such Taxes or other amounts as Fission, Alpha, Alpha Spinco or the Depositary is required, entitled or permitted to deduct and withhold with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986, or any other provisions of any applicable Laws, in each case, as amended. For greater certainty, to the extent that the exchange in subsection 3.1(d)(i) hereof gives rise to a deemed dividend under the Tax Act, Alpha shall be entitled to retain and sell that number of Alpha Spinco Shares as required to satisfy any withholding or deduction of Taxes or other amounts required under the Tax Act or any other applicable Laws. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes of this Plan of Arrangement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate taxing authority.

ARTICLE 4RIGHTS OF DISSENT

4.1 Rights of Dissent. Notwithstanding Section 3.1hereof, the Alpha Shareholders may exercise rights of dissent (the “Dissent Rights”) in connection with the Arrangement pursuant to the Interim Order and the Final Order and in the manner set forth in Section 191of the ABCA, provided that the written notice setting forth the objection of such registered Alpha Shareholders to the Arrangement and exercise of Dissent Rights must be received by Alpha not later than 5:00 p.m. (Vancouver Time) on the Business Day that is two Business Days before the Meeting or any date to which the Meeting may be postponed or adjourned and provided further that holders who exercise such rights of dissent and who:

(a) are ultimately entitled to be paid fair value for their Alpha Shares, which fair value, notwithstanding anything to the contrary contained in the ABCA, shall be determined immediately prior to the approval of the Arrangement Resolution, shall be deemed to have transferred their Alpha Shares to Fission as of the Effective Time in consideration for a debt claim against Fission to be paid the fair value of such Alpha Shares and will not be entitled to any other payment or

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consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights; and

(b) are ultimately not entitled, for any reason, to be paid fair value for their Alpha Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting holder of Alpha Shares, and shall be entitled to receive only the consideration contemplated in Section 3.1 hereof (less any amounts withheld pursuant to Section 3.8 hereof) that such Alpha Shareholder would have received pursuant to the Arrangement if such Alpha Shareholder had not exercised Dissent Rights.

4.2 Recognition of Dissenting Shareholders. In no circumstances shall Alpha, Alpha Spinco or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of those Alpha Shares in respect of which such rights are sought to be exercised. From and after the Effective Date, neither Alpha nor any other Person shall be required to recognize a Dissenting Shareholder as a shareholder of Alpha and the names of the Dissenting Shareholders shall be deleted from the register of holders of Alpha Shares previously maintained or caused to be maintained by Alpha.

4.3 Reservation of Alpha Spinco Shares. If an Alpha Shareholder exercises the Dissent Right, Alpha shall on the Effective Date set aside and not transfer that portion of the Alpha Spinco Shares which is attributable to the Alpha Shares for which Dissent Rights have been exercised. If the dissenting Alpha Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Alpha shall transfer to such Alpha Shareholder his or her pro rata portion of the Alpha Spinco Shares. If an Alpha Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Alpha shall transfer the portion of the Alpha Spinco Shares attributable to such Alpha Shareholder to Alpha Spinco for no consideration and such Alpha Spinco Shares shall be cancelled.

ARTICLE 5CERTIFICATES AND PAYMENTS

5.1 Alpha Class A Shares. Recognizing that the Alpha Shares shall be exchanged partially for Alpha Class A Shares pursuant to Section3.1(d), Alpha shall not issue share certificates representing the Alpha Class A Shares in replacement for outstanding share certificates representing the Alpha Shares and each certificate representing the outstanding Alpha Shares shall, as and from the time such exchange is effective, represent Alpha Class A Shares.

5.2 Alpha Spinco Share Certificates. As soon as practicable following the Effective Date, Alpha Spinco shall deliver or cause to be delivered to the Depositary certificates representing the Alpha Spinco Shares required to be issued to the registered Former Alpha Shareholders in accordance with the provisions of Section 3.1(d), which

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certificates shall be held by the Depositary as agent and nominee for such Former Alpha Shareholders for distribution to such Former Alpha Shareholders in accordance with the provisions of Section 6.1(a) hereof.

5.3 Fission Share Certificates and Cash. Fission shall deliver or arrange to be delivered to the Depositary certificates representing the New Fission Shares required to be issued to registered Former Alpha Shareholders and the requisite cash required to be paid to Former Alpha Shareholders in accordance with the provisions of Section 3.1(e) hereof, which certificates and cash shall be held by the Depositary as agent and nominee for such Former Alpha Shareholders for distribution to such Former Alpha Shareholders in accordance with the provisions of Section 6.1(a) hereof.

ARTICLE 6DELIVERY OF SHARES

6.1 Delivery of New Fission Shares and Alpha Spinco Shares.

(a) Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Alpha Shares, together with such other documents and instruments as would have been required to effect the transfer of the Alpha Shares formerly represented by such certificate under the ABCA and the articles of Alpha and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate representing the New Fission Shares and a certificate representing the Alpha Spinco Shares that such holder is entitled to receive in accordance with Section 3.1 hereof.

(b) After the Effective Time and until surrendered for cancellation as contemplated by Section 6.1(a) hereof, each certificate that immediately prior to the Effective Time represented one or more Alpha Shares shall be deemed at all times to represent only the right to receive in exchange therefor a certificate representing the New Fission Shares and a certificate representing the Alpha Spinco Shares that the holder of such certificate is entitled to receive in accordance with Section 3.1 hereof.

6.2 Lost Certificates. If any certificate that immediately prior to the Effective Time represented one or more outstanding Alpha Shares that were exchanged for New Fission Shares, Alpha Spinco Shares and the cash consideration in accordance with Section 3.1 hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver, in exchange for such lost, stolen or destroyed certificate, a certificate representing the New Fission Shares, a certificate representing the Alpha Spinco Shares and the cash consideration that such holder is entitled to receive in accordance with Section 3.1 hereof. When authorizing such delivery in exchange for such lost, stolen or destroyed certificate, the holder to whom such delivery is to be made

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shall, as a condition precedent to such delivery, give a bond satisfactory to Fission, Alpha Spinco and the Depositary in such amount as Fission, Alpha Spinco and the Depositary may direct, or otherwise indemnify Fission, Alpha Spinco and the Depositary in a manner satisfactory to Fission, Alpha Spinco and the Depositary, against any claim that may be made against Fission, Alpha Spinco or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed, and shall otherwise take such actions as may be required by the articles of Alpha.

6.3 Distributions with Respect to Unsurrendered Certificates. No dividend or other distribution declared or made after the Effective Time with respect to New Fission Shares or Alpha Spinco Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Alpha Shares, unless and until the holder of such certificate shall have complied with the provisions of Section6.1 or Section 6.2hereof. Subject to applicable Law and to Section 6.4 hereof, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the Fission Shares and a certificate representing the Alpha Spinco Shares to which such holder is entitled in accordance with Section 3.1 hereof, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such New Fission Shares or Alpha Spinco Shares.

6.4 Limitation and Proscription. To the extent that a Former Alpha Shareholder shall not have complied with the provisions of Section 6.1 or Section 6.2hereof on or before the date that is six years after the Effective Date (the “final proscription date”), then the New Fission Shares and Alpha Spinco Shares that such Former Alpha Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and:

(a) the Depositary shall deliver the certificates representing such New Fission Shares to Fission and Fission shall cancel such share certificate, and the interest of the Former Alpha Shareholder in such New Fission Shares to which it was entitled shall be terminated; and

(b) the Depositary shall deliver the certificates representing such Alpha Spinco Shares to which such Former Alpha Shareholder was entitled to and Alpha Spinco shall cancel such share certificates, and the interest of the Former Alpha Shareholder in such Alpha Spinco Shares to which it was entitled shall be terminated,

as of such final proscription date.

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ARTICLE 7AMENDMENT AND FURTHER ASSURANCES

7.1 Amendments to Plan of Arrangement

(a) The Arrangement Agreement and the Plan of Arrangement may be amended at any time and from time to time before or after the holding of the Alpha Meeting but not later than the Effective Time; provided that any such amendment (i) is in writing and is agreed to in writing by the Parties; (ii) if required, is filed with the Court; and (iii) if made following the Alpha Meeting, is approved by the Court and, if and as required by the Court, is communicated to Former Alpha Securityholders and/or consented to by Former Alpha Securityholders.

(b) Any such amendment may, subject to the Interim Order and the Final Order and applicable Law, without limitation:

(i) change the time for performance of any of the obligations or acts of the Parties;

(ii) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant to the Arrangement Agreement;

(iii) waive compliance with or modify any of the covenants contained in the Arrangement Agreement or waive or modify performance of any of the obligations of the Parties; and/or

(iv) waive compliance with or modify any mutual conditions precedent contained in the Arrangement Agreement.

(c) Any amendment made before the Alpha Meeting in accordance with this Section7.1 may be made with or without any other prior notice or communication and, if accepted by the persons voting at the Alpha Meeting (other than as may be required under the Interim Order), shall become part of this Agreement and the Plan of Arrangement for all purposes.

7.2 Further Assurances. Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur at the time and in the manner set out in this Plan of Arrangement without any further act or formality, Alpha, Fission, and Alpha Spinco shall make, do and execute, or cause to be made, done or executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

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EXHIBIT I TO THE ALPHA PLAN OF ARRANGEMENT

• Donna Property located in British Columbia

• Mikwam Property located in Ontario

• Hook Lake Property located in Saskatchewan

• Cluff Lake (Logan) Project located in Saskatchewan

• Cluff Lake (ACME) Project located in Saskatchewan

• Cluff Lake (RioTinto) Project located in Saskatchewan

• All contracts, permits, environmental permits, intellectual property, business information (other than financial books and records), geological, geophysical and other technical information, data, records, reports and studies exclusively related to any of the foregoing properties (but excluding all such assets related to the Patterson Lake South property located in Saskatchewan), all marketable securities held by Alpha as of September 2, 2013 and fixtures, furnishings, equipment, computer equipment ordinarily located at Alpha’s office in Vancouver, British Columbia

• That certain lease agreement, by and between Alpha and Wertman Development Corporation, as amended or modified, regarding the office lease at Suite 408 - 1199 West Pender Street Vancouver, BC Canada V6E 2R1 and storage facilities located in Saskatoon, Saskatchewan and Lumby, British Columbia

• Other assets related to projects of Alpha other than the Patterson Lake South project

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APPENDIX CFAIRNESS OPINION

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October 29, 2013

The Board of DirectorsThe Special Committee of the Board of DirectorsAlpha Minerals Inc.Suite 408 – 1199 West Pender StreetV6E 2R1

Dear Sirs:

We understand that on September 17, 2013, Alpha Minerals Inc. (“Alpha” or the “Company”) and Fission Uranium Corp. (“Fission”) entered into a definitive arrangement agreement (“Arrangement Agreement”) with respect to a transaction (“Transaction”) originally contemplated by a letter of intent (“LOI”) announced in a press release on September 3, 2013. Pursuant to the Transaction, Fission will acquire all of the outstanding common shares of Alpha in consideration (the “Consideration”) of 5.725 common shares of Fission (the “Exchange Ratio”) and $0.0001 in exchange for each common share of Alpha, resulting in the shareholders of Alpha owning approximately 50.7% of the pro-forma issued and outstanding and 51.6% of the fully-diluted shares of Fission upon completion of the Transaction, prior to completion of the Private Placement as defined below. Additionally, Alpha shareholders will receive all of the common shares of a new company (“Alpha Spinco”) which will be spun out from Alpha and hold approximately $3 million of cash, Alpha's mineral properties other than Alpha's interest in the Patterson Lake South (“PLS”) joint venture, and associated assets and liabilities. Similarly, the current shareholders of Fission will receive all of the common shares of a new company (“Fission Spinco”) which will be spun out from Fission prior to completion of the Transaction and hold approximately $3 million of cash, Fission's mineral properties other than Fission's interest in the PLS joint venture, and associated assets and liabilities. The Transaction is subject to, among other things, court and shareholder approval and the terms and conditions of the Transaction will be more fully described in a management information circular (“Circular”) which will be mailed to shareholders of Alpha.

We also understand that the directors and officers of both companies, as well as certain shareholders of Alpha, have agreed to enter into support and voting agreements (“Support and Voting Agreements”) to irrevocably support the Transaction, representing approximately 13.0% and 6.8% of the Alpha and Fission voting securities outstanding, respectively. The Arrangement Agreement contains customary, reciprocal deal support provisions and non-solicitation covenants, as well as the right to match any superior proposal that may arise.

We further understand that on October 24, 2013 Fission closed a private placement (“Private Placement”) of 8,581,700 non-transferrable subscription receipts (“Subscription Receipts”), at a price of $1.50 per Subscription Receipt for aggregate gross proceeds of $12,872,550. Each Subscription Receipt is exchangeable for one flow-through common share of Fission upon closing of the Transaction.

The board of directors of Alpha (the “Board”) and a special committee of the Board (the “Special Committee”) have retained Raymond James Ltd. (“Raymond James”) to provide an opinion (the “Fairness Opinion”) as to the fairness, from a financial point of view, of the Consideration to be received under the Transaction by shareholders of Alpha.

Engagement

Raymond James was formally engaged pursuant to an engagement letter effective January 21, 2013, which has since

been superseded by an engagement letter dated October 25, 2013 (the “Engagement) Agreement”). Under the terms of the Engagement Agreement, Raymond James is to be paid a fee for its services, a portion of which is contingent, and is to be reimbursed for its reasonable out-of-pocket expenses. In addition, Alpha has agreed to indemnify Raymond James, its affiliates and their respective directors, officers, employees, partners, agents, advisors, and shareholders against certain liabilities that may arise from the Engagement Agreement.

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Raymond James has received no instructions from the Board, the Special Committee or management of Alpha in connection with the conclusions reached in the Fairness Opinion. Subject to the terms of the Engagement Agreement, Raymond James consents to the inclusion of the Fairness Opinion in its entirety, together with a summary thereof, in a form acceptable to Raymond James, acting reasonably, in the Circular and to the filing thereof with the securities commission or similar regulatory authority in each province of Canada where such filing is required by law and the TSX Venture Exchange.

Credentials of Raymond James

Raymond James is a wholly-owned, indirect subsidiary of Raymond James Financial, Inc. (“Raymond James Financial”). Raymond James Financial is a publicly-listed, diversified financial services holding company whose subsidiaries engage primarily in investment and financial planning, including securities and insurance, brokerage, investment banking, asset management, banking and cash management, and trust services. Raymond James is a Canadian full-service investment dealer with operations located across Canada. Raymond James is a member of the Toronto Stock Exchange, the TSX Venture Exchange, the Montreal Exchange, the Investment Industry Regulatory Organization of Canada, the Investment Funds Institute of Canada, and the Canadian Investor Protection Fund. Raymond James and its officers have prepared numerous valuations and fairness opinions and have participated in a significant number of transactions involving private and publicly traded companies.

The opinion expressed herein is the opinion of Raymond James, the form and content of which has been reviewed by a committee of managing directors or other professionals of Raymond James, each of whom is experienced in merger, acquisition, divestiture, valuation, and fairness opinion matters.

Relationships with Interested Parties

Neither Raymond James nor any of its affiliates is an insider, associate or affiliate (as such terms are defined under applicable securities legislation) of Alpha, Fission or any of their affiliates or associates. There are no understandings, agreements or commitments between Raymond James and either Alpha, Fission or any of their respective affiliates or associates with respect to any future business dealings. However, Raymond James may, in the future, in the ordinary course of its business, perform financial advisory or investment banking services for Alpha, Fission, or any of their respective associates, affiliates or insiders.

Raymond James acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have had positions in the securities of Alpha, Fission or any of their affiliates and associates and, from time to time, may have executed transactions on behalf of clients for which it received or may receive compensation. As an investment dealer, Raymond James conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to Alpha or Fission, or for any of their respective associates or affiliates and other interested parties.

Scope of Review

In connection with rendering the Fairness Opinion, Raymond James reviewed and relied upon, among other things, the following:

1. the LOI, Arrangement Agreement, disclosure letters, Support and Voting Agreements, and draft Circulars;

2. public filings of Alpha, Fission and other companies available on the System for Electronic Document Analysis and Retrieval and deemed relevant to the Transaction;

3. other public information relating to the business, operations, and financial performance of Alpha, Fission, and other companies deemed relevant to the Transaction, including published research and industry reports;

4. certain internal information, including capital and operating budgets and projections, and other reports prepared or provided by management of Alpha and Fission;

5. discussions with representatives of the Board, senior management of Alpha, and legal counsel to Alpha;6. discussions with senior management of Fission and its financial and legal advisors;

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7. current and historic trading information relating to common shares of Alpha, Fission, and other companies;

8. information with respect to other transactions considered by Raymond James; and9. a certificate of representation as to certain factual matters provided by senior management of Alpha

addressed to Raymond James.

Raymond James has not, to the best of its knowledge, been denied access by Alpha to any information requested by Raymond James.

Assumptions and Limitations

With the approval of the Board and the Special Committee, and as provided for in the Engagement Agreement, Raymond James has relied upon and assumed the completeness, accuracy, and fair presentation in all material respects of all of the financial and other information concerning Alpha, Fission or the Transaction and any representations (oral or written), data, advice or information that was obtained from public sources or furnished or given to Raymond James by Alpha, Fission or any of their respective associates, affiliates or advisors (collectively, the “Information”). Subject to the exercise of its professional judgment, and except as expressly described herein, Raymond James has not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information and has assumed that the Information is accurate and complete in all material respects, is not misleading in any material way, and does not omit to state any material fact necessary to make the Information not misleading in light of the circumstances under which such Information was provided. As such, the Fairness Opinion is conditional upon the completeness, accuracy, and fair presentation of such Information.

By way of certificate, senior management of Alpha has represented to Raymond James, among other things, that the Information provided by the Company to Raymond James relating to the Company or the Transaction is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact, and that since the date the relevant Information was provided there have been no material changes and no material change has occurred in the Information or any part thereof which has not been generally disclosed and which would reasonably be expected to have a material effect on the Fairness Opinion.

The Fairness Opinion is rendered on the basis of securities and commodities markets, economic, financial, and general business conditions prevailing as of the date hereof and the condition and prospects, financial and otherwise, of Alpha and Fission as it was reflected in the Information reviewed by Raymond James and as it was represented to Raymond James in discussions with management of Alpha and Fission.

The Fairness Opinion is not, and should not be construed as, a valuation of Alpha, Alpha Spinco, Fission, Fission Spinco or any of the assets or securities thereof. Furthermore, the Fairness Opinion is not, and should not be construed as, advice as to the price at which common shares of Alpha, Alpha Spinco, Fission or Fission Spinco may trade at any future date. This Fairness Opinion is not to be construed as a recommendation to any holder of Alpha common shares, warrants or options as to whether to vote in favour of the Transaction.

The Fairness Opinion has been provided solely for the use of the Board and the Special Committee in evaluating, settling or approving the Transaction and related matters and may not be used or relied upon by any other person or for any other purpose without the express prior written consent of Raymond James. The Fairness Opinion is given as of the date hereof and Raymond James disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Fairness Opinion that may come or be brought to Raymond James’ attention after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Fairness Opinion after the date hereof, Raymond James reserves the right to change, modify or withdraw the Fairness Opinion, but Raymond James has no obligation to make such change, modification or withdrawal.

Raymond James believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by Raymond James, without considering all factors and analyses together, could create a misleading view of the process underlying the Fairness Opinion. The preparation of an opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis.

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Raymond James does not assume any responsibility or liability for losses occasioned by the Board, the Special Committee or any other party as a result of the circulation, publication, reproduction or use of the Fairness Opinion (in whole or in part) contrary to the provisions set out herein.

Conclusion

Based on and subject to the foregoing, Raymond James is of the opinion that, as of the date hereof, the Consideration to be received under the Transaction by shareholders of Alpha is fair, from a financial point of view, to such shareholders of Alpha other than Fission or its affiliates.

Yours very truly,

D-110537384.1

APPENDIX DCOURT MATERIALS

See attached.

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APPENDIX EINFORMATION CONCERNING FISSION

The following describes the proposed business of Fission Uranium Corp. (“Fission”), following the completion of the Fission Arrangement and the Alpha Arrangement, and should be read together with the financial statements of Fission available on SEDAR at www.sedar.com and included in this Circular as Schedule “4” to this Appendix “E”, and the unaudited pro forma financial statements of Fission giving effect to the Fission Arrangement and the Alpha Arrangement attached as Schedule “5” to this Appendix. Except where the context otherwise requires, all of the information contained in this Appendix is made on the basis that the Fission Arrangement and the Alpha Arrangement have been completed as described in the Circular.This Appendix is qualified in its entirety by, and should be read together with, the detailed information contained or referred to elsewhere, or incorporated by reference, in the Circular and applicable Appendices.

Unless the context otherwise requires, all references in this Appendix to “Fission” or the “Company” means Fission Uranium Corp. and any subsidiaries of Fission other than Fission Spinco, following the completion of the Fission Arrangement and the Alpha Arrangement. Certain other terms used in this Appendix are defined under “Glossary of Terms” in the Circular to which this Appendix is attached.

All capitalized terms used but not otherwise defined herein have the same meanings ascribed to them in the Circular.

CORPORATE STRUCTURE

Name and Incorporation

Fission was incorporated pursuant to the Canada Business Corporations Act (“CBCA”) on February 13, 2013. Fission is a reporting issuer in British Columbia and Alberta and files its continuous disclosure documents with the relevant Canadian securities regulatory authorities. Such documents are available at www.sedar.com. The authorized capital of Fission is an unlimited number of common shares without par value (the “Fission Shares”). After the Effective Date, Fission’s authorized share capital will continue to consist of an unlimited number of common shares without par value.

The head office of Fission is located at Suite 700 – 1620 Dickson Avenue, Kelowna, British Columbia, V1Y 9Y2. The registered and records office of Fission is located at 700 - 595 Howe Street, Vancouver, British Columba, V6C 2T5.

Intercorporate Relationships

Prior to the Effective Date of the Fission Arrangement and the Alpha Arrangement, Fission’s corporate structure is as follows:

Following the Effective Date of the Fission

Fission Uranium Corp.(Canada)

1100% 100%

Fission Energy Peru S.A.C.

(Peru)

Minera PeruranS.A.C.(Peru)

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Arrangement and the Alpha Arrangement, Fission will have the following corporate structure:

Fission Uranium Corp.(Canada)

100%

Alpha Minerals Inc.(Alberta)

DESCRIPTION OF THE BUSINESS

Fission is a junior resource issuer primarily engaged in the growth and advancement of its core asset, the Patterson Lake South property (the “PLS Property”) located in Saskatchewan, Canada.

Fission was incorporated on February 13, 2013 as a wholly-owned subsidiary of Fission Energy Corp. (“Fission Energy”). On April 26, 2013, Fission completed a plan of arrangement under the CBCA (the “Denison Arrangement”) involving Fission Energy and Denison Mines Corp. (“Denison”) pursuant to which Denison acquired all of the issued and outstanding securities of Fission Energy and Fission was spun out from Fission Energy as a new publicly-traded corporation holding certain exploration assets in Canada and in Peru that were previously held by Fission Energy, including the PSL Property (collectively, the “Fission Properties”).

Upon completion of the Fission Arrangement and the Alpha Arrangement, Fission will continue to hold the rights to the PLS Property and all other properties and interests that were previously held by Fission following the Denison Arrangement will be sold and transferred to a newly incorporated company, Fission 3.0 Corp. (“Fission Spinco”).

The management of Fission considers the PLS Property to be its material property for the purposes of NI 43-101. For more information on the PLS Property, see “Mineral Property - The Patterson Lake South Property” in this Appendix “E” and the NI 43-101 Technical Report prepared by Allan Armitage, Ph. D., P. Geol, on behalf of GeoVector Management Inc., entitled “Technical Report on the Patterson Lake, Patterson Lake South and Clearwater West Properties, Northern Saskatchewan” (the “PLS Technical Report”) dated as of March 18, 2013, with an effective date of March 16, 2013, and available under Fission’s profile on SEDAR at www.sedar.com.

General Summary of the Business

Fission is focused on advancing its core asset, the PLS Property in Canada’s Athabasca Basin.

Summary of the Business

Employees

Upon completion of the Fission Arrangement and the Alpha Arrangement, Fission will have 15 employees and 10 people working on a consulting basis. The operations of Fission are managed by its directors and officers. Fission engages reputable consulting firms from time to time for all technical and environmental services as required to assist in evaluating its interests and recommending and conducting work programs.

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Foreign Operations

Fission is incorporated pursuant to the laws of Canada and is a reporting issuer in British Columbia and Alberta. Upon completion of the Fission Arrangement and the Alpha Arrangement, Fission’s material asset will be its 100% interest in the PLS Property. Fission is not dependent on any foreign operations.

Three Year History

Following the completion of the Fission Arrangement and the Alpha Arrangement, the principal business of Fission will be the advancement and growth of the PLS Property. Significant business, operations and management developments for Fission since its incorporation February 13, 2013 have been as follows:

Events prior to Year Ended June 30, 2013

In April 2012, Fission Energy entered into an amended and restated joint venture agreement with Eso Uranium Corp. (now Alpha) with respect to the exploration of the PLS Property.

Year Ended June 30, 2013

Fission was incorporated on February 13, 2013 as a subsidiary of Fission Energy and was later spun out from Fission Energy pursuant to the Denison Arrangement.

On April 24, 2013, Fission applied for the listing of the Fission Shares on the TSX Venture Exchange (the “TSXV”). On April 26, 2013, Fission Energy, Denison and Fission closed the Denison Arrangement pursuant to which Fission acquired, among others, Fission Energy’s 50% interest in the PLS Property.

On April 26, 2013, Fission filed the PLS Property Technical Report which is entitled “Patterson Lake, Paterson Lake South and Clearwater West Properties” dated March 18, 2013, and was prepared by Allan Armitage, Ph.D., P.Geol. of GeoVector Management Inc. on SEDAR.

On April 30, 2013, the Fission Shares commenced trading on the TSXV.

Also on April 30, 2013, Fission entered into a joint venture agreement with Azincourt Resources Inc. (“Azincourt”) with respect to the PLN Property, pursuant to which Azincourt was granted the option to acquire up to 50% of the interest in the PLN Property subject to incurring $12,000,000 in certain exploration expenditure and $4,750,000 cash or shares over a four year period.

On May 31, 2013, Fission appointed William Marsh to the Fission Board.

On June 13, 2013, Fission appointed Jeremy Ross to the Fission Board.

Events Subsequent to June 30, 2013

On July 23, 2013, Fission changed its auditor from Ernst & Young LLP to PricewaterhouseCoopers LLP.

On August 16, 2013, Fission announced that it has appointed Ted Clark to the Company’s Executive Advisory Board.

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On September 3, 2013, Fission and Alpha announced the signing of a non-binding letter of intent pursuant to which Fission proposed to acquire Alpha and its primary asset, its 50% interest in the PLS Property, the other 50% of which is held by Fission.

On September 18, 2013, Fission and Alpha announced the signing of the Arrangement Agreement to effect the Alpha Arrangement and the Fission Arrangement.

On October 24, 2013, Fission entered into an underwriting agreement with Dundee Securities Ltd. (the “Lead Underwriter”) on behalf of a syndicate of underwriters, including Raymond James Ltd., Cantor Fitzgerald Canada Corp., Canaccord Genuity Corp., and Macquarie Capital Markets Canada Ltd. (collectively and together with the Lead Underwriter, the “Underwriters”) in connection with a bought-deal private placement (the “Initial Offering”) of 7,500,000 non-transferable subscription receipts of Fission (the “Subscription Receipts”) at a price of $1.50 per Subscription Receipt exchangeable for, conditional upon certain conditions (the “Escrow Release Conditions”), including among others, closing of the Fission Arrangement and the Alpha Arrangement, flow-through common shares (“New Fission FT Shares”) of Fission post-Fission Arrangement. The Underwriters were also granted the option to purchase additional Subscription Receipts equal to 15% of the Initial Offering (the “Underwriters’ Option”, together with the Initial Offering, the “Offering”). The Offering completed on October 24, 2013 and included the Underwriters exercising the Underwriters’ Option to purchase an additional 1,081,700 Subscription Receipts at the offering price, for aggregate total gross proceeds of $12,872,550.

In connection with the Offering, the Underwriters will receive, upon satisfaction of the Escrow Release Conditions: (a) in respect of the first 7,670,500 Subscription Receipts distributed, a cash commission equal to 6.0% of the gross proceeds from the sale of such Subscription Receipts and that number of non-transferable broker warrants (“Broker Warrants”) equal to 6.0% of that number of Subscription Receipts; and (b) in respect of up to 911,200 of the remaining Subscription Receipts distributed, a cash commission equal to 6.0% of 40% of the gross proceeds from the sale of such Subscription Receipts payable to the Underwriters and that number of Broker Warrants equal to 6.0% of 40% of that number of Subscription Receipts, issuable to the Underwriters. Each Broker Warrant will be exercisable into one common share of the Company for a period of 24 months from the date of issuance of the Broker Warrants which will be shortly after the Escrow Release Conditions are satisfied, at a price of $1.50 per common share.

The gross proceeds of the Offering has been deposited in escrow on October 24, 2013 immediately following the closing of the Offering and will be released from escrow to Fission immediately following the closing of Fission Arrangement and Alpha Arrangement and receipt of all required third party and regulatory approvals for the issuance of the New Fission FT Shares. Consequently, investors subscribing for the Subscription Receipts will only receive New Fission FT Shares and will not receive Fission Spinco Shares.

On October 15, 2013, Fission and Brades Resources Corp. (“Brades”) jointly announced that they have signed a letter of intent to enter into a property option agreement whereby Brades can earn up to a 50% interest in Fission’s Clearwater West property in the southwestern Athabasca Basin region, Saskatchewan, by incurring $5,000,000 of certain staged exploration expenditures on or before October 14, 2016 and issuing to Fission that number of common shares in the capital stock of Brades (the “Brades Shares”) on closing that would comprise 9.9% of the then-issued Brades Shares. Upon completion of the Alpha Arrangement and Fission Arrangement, Fission’s Clearwater West property will be transferred to Fission Spinco.

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Mineral Property – The Patterson Lake South Property

General

The following is a summary of the PLS Technical Report, which is incorporated in this Appendixwith the consent of its author, Allan Armitage.

Following the date of the PLS Technical Report, and pursuant to the Denison Arrangement, on April 26, 2013, Fission Energy sold and transferred its then-held 50% interest in the PLS Property to Fission.

Investors should consult the PLS Technical Report to obtain further particulars regarding the PLS Property. The PLS Technical Report is incorporated by reference herein and is available for review under Fission’s profile on SEDAR at www.sedar.com. Readers are cautioned that the summary of technical information in this Appendix should be read in the context of the qualifying statements, procedures and accompanying discussion within the complete PLS Technical Report and the summary provided herein is qualified in its entirety by the PLS Technical Report. Capitalized and abbreviated terms appearing in this section and not otherwise defined herein have the meaning ascribed to such terms in the PLS Technical Report.

Summary

The PLS Property is located in the western part of the Proterozoic Athabasca Basin innorthern Saskatchewan, Canada. The PLS Property lies approximately 550 km north-northwest of the city of Prince Albert and approximately 150 km north of the town of La Loche. On a 1:50,000 NTS map sheet the property can be found in block 74F/11.

The property comprises 17 contiguous claims totalling 31,039 ha. The PLS mineral dispositions are registered to Fission Energy (50%) and ESO Uranium Corp. (now Alpha Minerals Inc.)(“ESO”) (50%) under a joint venture agreement. ESO changed its name to “Alpha MineralsInc.” on November 1, 2012. The update of claim ownership is pending.

On January 17, 2008, Fission Energy and ESO entered into a 50:50 immediately vested jointventure exploration agreement whereby Fission Energy contributed its two claims and ESOcontributed its two claims for a total package of four claims totaling 4,771 ha. Under theagreement, both companies will participate equally in exploration and managementexpenditures and title to the claims is held equally in the name of Fission Energy and ESO. The50:50 exploration project was termed the “Patterson Lake South Joint Venture”. The jointventure agreement was amended and restated in April 2012 to clarify certain sections of theoriginal agreement. As a result of the amended agreement, Fission (which acquired Fission Energy’s interests in and to the PLS Property pursuant to the Denison Arrangement) will act as Operator of the PLS property until April 1, 2014.

The PLS Property area may be accessed year round along the gravel Cluff Lake Mine Road(Highway 955) which runs north-south through the PLS Property. Several 4-wheel drivetrails/skidder trails provide additional access to the northeast and southwest corners of the PLS Property and principle areas of drilling. In addition, due to the large amount of lakes andstreams, helicopter or fixed-wing aircraft provide convenient access. Recent explorationprojects have been based out of the Big Bear Lodge, which caters to sport hunting and fishing industry. At present, there are no other facilities or infrastructure on the PLS Property.

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Food, fuel and supplies are available at Prince Albert or Meadow Lake; food, fuel, andlimited supplies are available at La Loche and Buffalo Narrows located about 100 km further to the south.

Fort McMurray, located 175 km to the west of the property, is approximately one hour byhelicopter or fixed-wing flight. Fixed wing aircraft are available for charter at Fort McMurray in Alberta, and Buffalo Narrows, La Loche and La Ronge in Saskatchewan. Helicopters areavailable for charter at Fort McMurray and La Ronge.

The western portions of the Athabasca Basin were initially explored in the 1960’s as explorationactivities expanded outward from the established Beaverlodge uranium district. Subsequentdetailed geological exploration led to the discovery of sandstone-hosted unconformity deposits in 1970. Exploration continued, and by the end of 1995, additional basement-hostedunconformity related deposits had been delineated on the Cluff Lake mine site approximately80 km north of the PLS Property. Production from the Cluff Lake deposits commenced in1980 and had both open pit and underground mines. It ceased uranium production at theend of 2002 when the ore reserves were depleted. Total production from the Cluff Lake minesite amounted to 64.2 million lbs U3O8 at an average grade of 0.92% U3O8, with the largest

producer being the Dominique-Peter underground operation, which produced 24.2 millionlbs U3O8.

Despite its proximity to Cluff Lake, systematic exploration on the Shea Creek property, located approximately 50 km north of the PLS Property and 20 km south of Cluff Lake, did notcommence until 1990. Drilling completed on the Shea Creek property carried out during the period from 1992 to the end of 2009 led to Mineral Resource estimates for the Kianna, Anne and Colette Deposits. The May 2010 Shea Creek

Mineral Resource Estimate at a cut-off grade of 0.30% U3O8 results in 1,872,600 tonnes at anaverage grade of 1.540% U3O8, yielding 63,572,000 lbs U3O8 in the Indicated MineralResource category and 1,068,900 tonnes at an average grade of 1.041% U3O8, yields24,525,000 lbs U3O8 in the Inferred Mineral Resource category.

The information concerning The Cluff Lake and Shea Creek deposits is not necessarilyindicative of the nature of the mineralization on the PLS Property. The relevance of the CluffLake and Shea Creek information is simply to demonstrate that there are significant resources of uranium in the Southwest part of the Athabasca Basin.

Research of historical assessment reports for the PLS Property area revealed a 1.2 x 1.6km area on the PLS Property with high radon and radiometric values from CanadianOccidental Petroleum in 1977. Further research revealed a favourable geophysical and geological setting for basement hosted uranium deposits.

Pleistocene overburden covers the entire PLS Property with thicknesses ranging from 50 to100 metres. Drumlins in the area show a general ice direction of southwest. Below theoverburden, the PLS Property is underlain by rocks of the Phanerozoic Mannville Groupcomprised of shale, mudstone, sandstone and coal. The eastern limit of the Mannville Groupstrikes northwest and is perpendicular to the Patterson Lake conductor corridor. Although,rare occurrences of Manville group sediments exist as “islands” further to the east. Drilling todate supports that the Athabasca Group is not present on PLS Property; although it may bepossible that “islands” of Athabasca sandstone may exist within the northeast extent of the PLS Property.

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Regolith underlies and is distributed approximately parallel to the Pleistocene overburden and Cretaceous sediments. Where regolith is strongly developed, the upper 10 m is oftenstrongly hematite stained and a highly altered “green zone” occurs below the hematizedzone. Composition of the regolith comprises disaggregated quartz grains set in a pale green tored hematite stained, fine grained chlorite, clay mineral, sericite groundmass. ThePrecambrian basement rocks represent the boundary zone between the Clearwater Domainand East Lloyd Domain, which is thought to be north-northwest of the Patterson Lake conductorcorridor.

Uranium mineralization identified to date on the PLS Property is analogous with poly-metallicbasement and unconformity-associated uranium deposits.

From 2007 to 2013, exploration on the PLS Property comprised of geological mapping andglacial direction studies, airborne radiometric, electromagnetic and magnetic geophysicalsurveys, trenching, boulder prospecting, ground radon and radiometric surveys, pole-dipolearray DC resistivity and small moving loop surface transient electromagnetic (SMLTEM)geophysical surveys, dual rotary and diamond drilling.

In November 2007, a Megatem electromagnetic and magnetic survey of the northern portion ofthe PLS Property was carried out by Fugro Airborne Surveys. In October 2008, workconsisted of a preliminary radon in soil gas survey done concurrently with a radiometricand a Self Potential (SP) geophysical survey. The radon and radiometric surveys followed upon weak to moderate CanOxy alphameter (radon) anomalies, and the SP survey was locatedover selected shifts in airborne magnetics as determined from the 2007 Megatem project. Radon and radiometric values were generally low. Four negative SP anomalies were discovered with two of them associated with an airborne magnetic high spike.

In October 2009, a high resolution airborne magnetic geophysical survey was conducted acrossthe PLS Property. The aeromagnetic survey successfully delineated different basementlithologies. A structural interpretation was completed which identified the traces of surface andbasement faults, shear zones and areas of structural complexity. The radiometric spectrometersurvey outlined a radiometric anomaly 3.9 km long by 1.4 km wide area that later follow-upwork in June 2011 would be found to be the result of a radioactive boulder field that contained uraniferous hotspots.

Exploration work completed in June 2011 on the PLS Property comprised radon, radiometric,and boulder surveys. Radon anomalies were found to be coincident with historical EMconductors close to the west shore of Patterson Lake. A significant 4.9 by 0.9 km high gradeuranium boulder field was discovered to within 1-2 km west of Highway 955, within the spatialextent of the 2009 airborne radiometric anomaly and the June 2011 radon and radiometricsurvey. Boulders in this field were found to be basement-hosted or massive uranium oxide,rounded to sub-angular, mostly soft and crumbly (possibly mineralized regolith excavated out bya glacier), and densely situated in some areas; all which suggested the possibility of a proximalup-ice bedrock source. Boulders mineralized with massive uranium oxide assayed as high as 39.6% U3O8.

A trenching program and boulder survey was carried out in October 2011 to confirm therecent glacial direction, and to collect additional uraniferous boulders. A total of 18 trencheswere excavated, and 50 uraniferous boulders were recovered. Glacial direction was confirmedto be southwest at 245°, and boulders assayed up to 31.4% U3O8.

From November to December 2011, ESO and Fission Energy conducted a diamond drillprogram that comprised 838 metres in 7 drill holes. This program did not locate the bedrock

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source of the high grade uranium boulders discovered in June 2011. However, highlyfavorable geology, alteration, structure, and geochemical results were encountered in drilling.

ESO and Fission Energy carried out an extensive Winter-Spring exploration program fromFebruary to April 2012.This program comprised 1,711.3 line-km of helicopter-borne VTEMand magnetic geophysical surveys, 53.45 line-km of DC resistivity survey, 14.35 line-km ofSMLTEM, and 2,174.3 m in 16 holes of diamond drilling (PLS12-001 to PLS12-016).Geophysical surveys showed favourable resistivity low anomalies with offset EM conductors.Drill holes PLS12-013 to - 016 encountered favourable geology, alteration, and weak tostrong radioactivity associated with anomalous uranium geochemical results. Drill hole PLS-016 returned results that included a 0.6m interval assaying 0.085% U3O8 and narrow

intercepts of 0.50m, 0.50m and 0.40m grading 0.06%, 0.102% and 0.058% U3O8, respectively.

Diamond drilling on the northern and central EM conductors within the main Patterson Lakeconductor corridor showed:

• Strong hematite, chlorite, and bleaching alteration in favourable basement rocks wasintersected in drill holes PLS12-001 to -003, -005, and -009;

• Thick intervals of conductive graphite and pyrite related to important structural zones was observed in drill holes PLS12-001 to -003, -005, and -009;

• Weak radioactivity was intersected in PLS12-001 to -003, and -005;

• Weakly anomalous U concentrations and associated “pathfinder elements” were encountered in PLS12-001 to -003, -005, and -009;

Diamond drilling on the southern EM conductor within the main Patterson Lake conductorcorridor showed:

• Intervals of strong to extreme hematite, chlorite, clay, and bleaching alteration in favourable basement geology was intersected in drill holes PLS12-004, and -013 to -016;

• Thick intervals of graphite and pyrite was only intersected in PLS12-016, but important structure was observed in PLS12-013 to -016;

• Weak to strong radioactivity was intersected in PLS12-013 to -016;

• Weakly to strongly anomalous U concentrations and associated “pathfinder elements” were intersected in PLS12-004, and -013 to -016; and

• The highest uranium concentration in drill core was 0.1% U3O8 over 0.5 m from 154.11 to 154.61 m in PLS12-016, and corresponds to a strongly clay (sudoite) altered graphitic pelite.

The Fall 2012 exploration program at the PLS Property consisted of airborne radiometric andmagnetic geophysical surveys over the newly staked mineral claims, boulder prospecting,ground pole-dipole array DC resistivity and small moving loop surface transient electromagnetic(SMLTEM) geophysical surveys, dual rotary and diamond drilling.

The airborne radiometric and magnetic geophysical surveys showed:

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• Numerous very strong uraniferous radiometric anomalies over and extending the existing area of the high grade uranium boulder field at PLS;

• Numerous weak to moderate uraniferous radiometric anomalies across the entire PLS property;

• Several broad areas with low to moderate magnetic susceptibility associated with EM conductors;

• Magnetic high domes with sharp boundaries associated with kinked and off-set EM conductors.

The boulder prospecting survey showed:

• The existing high grade uranium boulder field was expanded to an area of 1.0 by 7.35 km with the recovery of 40 additional mineralized boulders;

• The mineralized boulders returned assays from 9 ppm U to 40.0% U3O8;

• Boulder samples recovered from follow up on airborne radiometric anomalies southwest and down-ice from Forest Lake are not associated with uranium mineralized boulders, but are rather granitic boulders.

The ground DC resistivity and SMLTEM geophysical surveys showed:

• High priority drill targets were established where resistivity low offsets and “blow outs” along the conductor axis’s were established;

• The ground SMLTEM survey located the conductor axes more accurately than the airborne VTEM survey as proven by drill testing.

• Dual rotary drilling within and up ice from the PLS high grade uranium boulder field showed:

• No obvious radioactive till sheet was observed from the high grade uranium boulder field in the up-ice (northeast) direction;

• Favourable graphitic meta-sediments were intersected west of Highway 955 along the southernmost conductor of the Patterson Lake corridor.

Fall 2012 drill program:

• wide intersections of high-grade uranium mineralization encountered in final four holes of program (Discovery holes PLS12-022 through 025))

• Discovery drill hole PLS12-022 intersected 1.07% U3O8 from 70.5 to 79.0 m;

• Drill hole PLS12-024 with the best high grade intersection to date at 1.78% U3O8 from 65.0 to 83.0 m; including 2.49% U3O8 over 12.5 m;

Drilling along the middle southernmost conductor (from PLS12-017 to -019) of the Patterson Lake corridor continued to intersect favourable geology, alteration, structure, and anomalous

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radioactivity to imply there is potential to discover high grade uranium mineralization west ofPLS12-022 to -025.

A 2013 winter-spring exploration program was recommended by Fission Energy and Alpha asfollow up to the September to November 2012 exploration program at the PLS Property:

• Ground geophysics coverage further to the southwest of HWY 955, which should comprise 28.0 line-km of line-cutting, 24.6 line-km of DC resistivity, and 12.0 line-km of SMLTEM;

• A diamond drill program (50 holes – 10,000 m) should test the Patterson Lake Conductor corridor as shown in Figure 33. Step out drilling should be conducted from uranium mineralization intersected in drill holes PLS12-022 to -025. Exploration drilling on the east southernmost conductor in the Patterson Lake corridor; and

• Appropriate reclamation of all drill pads and access based on future exploration requirements; The estimated cost for this proposed Winter 2013 exploration program was $4.01 million.

A 2013 winter-spring exploration program was recommended by Fission Energy and Alpha asfollow up to the September to November 2012 exploration program at the PLS Property:

• Ground geophysics coverage further to the southwest of HWY 955, which should comprise 28.0 line-km of line-cutting, 24.6 line-km of DC resistivity, and 12.0 line-km of SMLTEM;

• A diamond drill program (50 holes – 10,000 m) should test the Patterson Lake Conductor corridor. Step out drilling should be conducted from uranium mineralization intersected in drill holes PLS12-022 to -025. Exploration drilling on the east southernmost conductor in the Patterson Lake corridor; and

• Appropriate reclamation of all drill pads and access based on future exploration requirements; the estimated cost for this proposed Winter 2013 exploration program was $4.01 million.

Fission Energy and Alpha began the 50 hole - 10,000m drill program in early January of 2013, which was still in progress at the effective date of the PLS Technical Report (March 16, 2013), and no assays were available. Natural gamma radiation in drill core that is reported below were measured in counts per second (cps) using a hand held Exploranium GR-110G total count gamma-ray scintillometer. The scintillometer readings are not directly or uniformly related to uranium grades of the rock sample measured, and should be used only as a preliminary indication of the presence of radioactive materials. The degree of radioactivity within the mineralized intervals is highly variable and associated with visible pitchblende mineralization. All intersections are down-hole, core interval measurements and true thickness is yet to be determined.

Highlights to date:

• PLS13-027: 37.0m continuous mineralization; total intervals >9999 cps over 4.35m

• PLS13-026: 21.0m continuous mineralization; total intervals >9999 cps over 0.75m

• PLS 13-038: 57.5m of mineralization with 11.65m of "off-scale" (>9999cps) radioactivity

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• PLS 13-029: 34.0m interval of continuous mineralization including 1.88m of "off-scale" radioactivity (>9999 cps)

• PLS 13-031: 26.0m interval of mineralization, including 1.54m "off-scale"

• PLS13-035: two 9.5m intervals of mineralization, including 0.85 "off-scale"

• PLS 0.37: 23.0m of mineralization, including narrow intervals "off-scale"

• PLS13-051: 53.0m interval of continuous mineralization including 11.5m of continuous "off-scale" radioactivity (>9999 cps)

• PLS13-053: 67.0m of basement mineralization in two zones separated by 3.5m of rock, total of *18.9m* of "off-scale" radioactivity (>9999 cps) - most "off-scale" radioactivity of any hole drill on the property to date.

MANAGEMENT’S DISCUSSION AND ANALYSIS

See Schedule “1” to this Appendix for Fission’s Management’s Discussion and Analysis (“MD&A”) for the year ended June 30, 2013.

DESCRIPTION OF SECURITIES DISTRIBUTED

The authorized share capital of Fission consists of an unlimited number of common shares without par value. As at October 29, 2013, 151,520,270 Fission Shares are issued and outstanding, as fully paid and non-assessable Fission Shares (or 168,143,186 on a fully-diluted basis).

The holders of the Fission Shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of Fission and each Fission Share confers the right to one vote in person or by proxy at all meetings of the shareholders of Fission. The holders of the Fission Shares, subject to the prior rights, if any, of any other class of shares of Fission, are entitled to receive such dividends in any financial year as the board of directors of Fission (the “Fission Board”) may by resolution determine. In the event of the liquidation, dissolution or winding-up of Fission, whether voluntary or involuntary, the holders of the Fission Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of Fission, the remaining property and assets of Fission.

DIVIDENDS OR DISTRIBUTIONS

Fission has not, since the date of its incorporation, declared or paid any dividends on the Fission Shares and does not currently have a policy with respect to the payment of dividends. For the immediate future Fission does not envisage any earnings arising from which dividends could be paid. The payment of dividends in the future will depend on the earnings, if any, and Fission’s financial condition and such other factors as the directors of Fission consider appropriate.

CONSOLIDATED CAPITALIZATION

The following table sets out the share and loan capital of Fission. The table should be read in conjunction with the unaudited pro-forma combined financial statements attached as Schedule “5” to this Appendix “E”, as well as with the other disclosure contained in the Circular. See also in the Circular, “Description of Securities Distributed” and “Prior Sales”.

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Capital AuthorizedAmount

outstanding as of June 30, 2013

Amount outstanding as of

the date of thisCircular

Amount outstanding assuming

completion of the Fission Arrangement

and the Alpha Arrangement(1)(2)(3)

Fission Shares

Unlimited 149,894,586 151,502,270 307,133,143

Long term debt

N/A Nil Nil Nil

(1)Based on the outstanding share capital of Fission as at October 28, 2013 plus the outstanding share capital of Alpha as at October 28, 2013.(2)Assumes no Fission Warrants, Fission Options, Alpha Warrants or Alpha Options are exercised. This number would increase to 323,774,059 if all the Fission Warrants and Fission Options were exercised. And if all the Alpha Warrants and Alpha Options are also exercised, this number would increase to 347,742,018.(3)Does not include any securities issued pursuant to the Offering.

PRIOR SALES

The following table summarizes the Fission Shares and all securities convertible or exchangeable into Fission Shares issued by Fission during the 12-month period preceding the date of the Circular:

Date Reason for IssuanceNumber of Securities

Price or ExercisePrice per Security ($)

Apr. 25, 2013 Shares issued pursuant to the DenisonArrangement

149,445,871 $0.5341

Apr. 26, 2013 –Oct. 25, 2013

Option Exercise 943,635 $0.2985 -$0.5807

Apr. 26, 2013 –Oct. 25, 2013

Warrant Exercise 1,112,763 $0.3256 -$0.4613

Apr. 26, 2013 Exchange of Fission Energy Options for Fission Options pursuant to the DenisonArrangement

66,667 $0.1628

Apr. 26, 2013 Exchange of Fission Energy Options for Fission Options pursuant to the Denison Arrangement

38,000 $0.1683

Apr. 26, 2013 Exchange of Fission Energy Options for Fission Options pursuant to the Denison Arrangement

2,231,666 $0.2985

Apr. 26, 2013 Exchange of Fission Energy Options for Fission Options pursuant to the Denison Arrangement

100,815 $0.3799

Apr. 26, 2013 Exchange of Fission Energy Options for 2,233,749 $0.4342

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Date Reason for IssuanceNumber of Securities

Price or ExercisePrice per Security ($)

Fission Options pursuant to the Denison Arrangement

Apr. 26, 2013 Exchange of Fission Energy Options for Fission Options pursuant to the Denison Arrangement

450,000 $0.5427

Apr. 26, 2013 Exchange of Fission Energy Options for Fission Options pursuant to the Denison Arrangement

96,525 $0.5807

Apr. 26, 2013 Exchange of Fission Energy Options for Fission Options pursuant to the Denison Arrangement

21,450 $0.7598

Apr. 26, 2013 Exchange of Fission Energy Options for Fission Options pursuant to the Denison Arrangement

6,435 $0.8629

Apr. 26, 2013 Exchange of Fission Energy Options for Fission Options pursuant to the Denison Arrangement

171,600 $1.0094

Apr. 26, 2013 Exchange of Fission Energy Options for Fission Options pursuant to the Denison Arrangement

3,218 $1.0637

Apr. 26, 2013 Exchange of Fission Energy Options for Fission Options pursuant to the Denison Arrangement

171,601 $1.0854

Apr. 26, 2013 Exchange of Fission Energy Warrants for Fission Warrants pursuant to the Denison Arrangement

3,425,000 $0.3256

Apr. 26, 2013 Exchange of Fission Energy Warrants for Fission Warrants pursuant to the Denison Arrangement

202,703 $0.3528

Apr. 26, 2013 Exchange of Fission Energy Warrants for Fission Warrants pursuant to the Denison Arrangement

600,060 $0.4613

May 31, 2013 Stock Option Grant 9,265,000 $0.73

Aug. 15, 2013 Stock Option Grant 450,000 $1.34

Oct. 24, 2013 Subscription Receipts(1) 8,581,700 $1.50

(1)Each Subscription Receipt is exchangeable into a new Fission FT Share upon completion of the Escrow Release Conditions. See in this Appendix “Description of the Business – Events Subsequent to June 30, 2013.”

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PRO FORMA FISSION SHARES OUTSTANDING AND OWNERSHIP

# of FissionShares

% UponCompletion of

theFission

Arrangementand the Alpha Arrangement(1)

Fission Shares Outstanding

Existing Fission Shareholders (as of October 28, 2013)........................151,502,270 49.3%

Issued to Alpha Shareholders (as of October 28, 2013) ........................155,630,873 50.7%

TOTAL:................................................................................................307,133,143 100.00%

(1)Does not give effect to the Offering and assumes no exercise of Alpha Options, Alpha Warrants, Fission Options and Fission Warrants.

MARKET FOR SECURITIES

The Fission Shares are listed on the TSXV under the trading symbol “FCU” and OTCQX under the trading symbol “FCUUF”.

TRADING PRICE AND VOLUME

The following table sets out the monthly high and low trading prices and the monthly volume of trading of Fission Shares on the TSXV since the listing of the Fission Shares on the TSXV on April 30, 2013:

Date High ($) Low($) Volume

October 1-25, 2013 1.29 1.03 21,029,139

September 2013 1.39 1.07 53,438,800

August 2013 1.48 0.94 97,516,189

July 2013 1.10 0.63 24,954,311

June 2013 0.84 0.62 9,498,836

May 2013 0.80 0.52 25,071,294

PRINCIPAL SECURITYHOLDERS

To the knowledge of Fission’s directors and officers, no person will beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the then issued Fission Shares.

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DIRECTORS AND EXECUTIVE OFFICERS

Name, Address, Occupation and Security Holdings

The following table provides the names, province or state and country of residence, positions and offices, and principal occupations of each of the directors and executive officers of Fissionas at the date of the Circular.

Upon completion of the Fission Arrangement and the Alpha Arrangement, the board of directors of Fission will be reconstituted such that two of the directors of Fission listed below will resign immediately and be replaced by two individuals designated by Alpha.

Name and place of residence Principal occupation

(4)

Percentage of Fission

Sharesowned

Director and/or Officer

since

Devinder Randhawa (1) (2) (3)

British Columbia, CanadaDirector, Chairman and CEO

Mr. Randhawa is the Chairman and CEO of Fission and President of RD Capital Inc., a privately held consulting firm providing venture capital and corporate finance services to emerging companies in the resources and non-resource sectors both in Canada and the U.S.

2.39% February 13, 2013

Ross McElroy(3)

British Columbia, CanadaDirector, President and COO

Mr. McElroy is the President and COO of Fission and a professional geologist with over 25 years of experience in the mining industry.

1.16% February 13, 2013

Frank Estergaard(1)

British Columbia, CanadaDirector

Mr. Estergaard is a professional Chartered Accountant who retired as a Partner with KPMG in 2001. Mr. Estergaard has served as CFO or a Director and Chairman of the audit committee for several public companies.

0.24% February 13, 2013

William Marsh(1) (2) (3)

British Columbia, CanadaDirector

Mr. Marsh is an independent consultant providing drilling advice to both public and private companies operating in Canada and internationally.

0.00% May 31, 2013

Jeremy Ross(2)

British Columbia, CanadaDirector

Mr. Ross is a corporate development consultant with over 15 years experience advising junior mining and oil and gas companies.

0.03% June 13, 2013

Gregory DowneyBritish Columbia, CanadaCFO

Chief Financial Officer of Fission. Mr. Downey obtained his Certified Management Accountant designation in 1991 and is a member of the Certified Management Accountants of British Columbia. He also holds a diploma in Business Administration from the Southern Alberta Institute of Technology. Mr. Downey has over 25 years of diverse financial experience in the oil and gas, manufacturing, construction and the public sectors. Mr. Downey has provided business advisory and financial accounting services to many medium and large size organizations.

0.01% February 13, 2013

(1) Member of the Audit Committee.(2) Member of the Corporate Governance and Nominating Committee.(3) Member of the Compensation Committee.(4) The information as to principal occupation has been furnished by each director and/or officer individually.

See in this Appendix, “Audit Committee” and “Corporate Governance - Board Committees”.

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CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

No director or executive officer of Fission is, or within ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including Fission) that, (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

No director or executive officer of Fission, or a shareholder holding a sufficient number of securities of Fission to affect materially control of Fission, (i) is, or within ten years prior to the date hereof has been, a director or executive officer of any company (including Fission) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (ii) has, within ten years prior to the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

No director or executive officer of Fission, or a shareholder holding a sufficient number of securities of Fission to affect materially the control of Fission, has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

The foregoing, not being within the knowledge of Fission, has been furnished by the respective directors, executive officers and shareholders holding a sufficient number of securities of Fissionto affect materially control of Fission.

Conflicts of Interest

Certain directors and officers of Fission are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations to other public companies in the resource sector may give rise to conflicts of interest from time to time. As a result, opportunities provided to a director of Fission may not be made available to Fission, but rather may be offered to a company with competing interests. The directors and senior officers of Fission are required by law to act honestly and in good faith with a view to the best interests of Fission and to disclose any personal interest which they may have in any project or opportunity of Fission, and to abstain from voting on such matters.

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The directors and officers of Fission are aware of the existence of laws governing the accountability of directors and officers for corporate opportunity and requiring disclosure by the directors of conflicts of interests and Fission will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors and officers.

EXECUTIVE COMPENSATION

Named Executive Officers

For the purposes of this Appendix, a Named Executive Officer (“NEO”) of the Company means each of the following individuals:

(a) the chief executive officer of the Company (“CEO”);

(b) the chief financial officer of the Company (“CFO”);

(c) the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of, or during, the most recently completed financial period ended June 30, 2013, whose total compensation was individually, more than $150,000 for the financial period ended June 30, 3013; and

(d) each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer, nor acting in a similar capacity, at June 30, 2013.

The NEOs of the Company in the most recently completed financial period ended June 30, 2013 are Devinder Randhawa, CEO and Chairman, Gregory Downey, CFO, Ross McElroy, President and Chief Operating Officer (“COO”) and Ray Ashley, VP Exploration of the Company.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes and explains the significant elements of the Company’s executive compensation program implemented from incorporation of the Company on February 13, 2013 to the fiscal period ended on June 30, 2013.

On April 26, 2013, the Company became a public company by way of the Denison Arrangement. Since April 26, 2013 to June 30, 2013, Fission had been developing the Company’s internal capabilities.

Fission has established a compensation committee (the “Compensation Committee”) to ensure that the Company has appropriate procedures for setting executive compensation and making recommendations to the Fission Board with respect to the compensation of the Company’s executive officers. The Compensation Committee ensures that total compensation paid to each of the executive officers is fair and reasonable and is consistent with the Company’s compensation philosophy.

The Compensation Committee is also responsible for recommending compensation for the directors and granting stock options to the directors, officers and employees of, and consultants

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10537384.1

to, the Company pursuant to the stock option plan of the Company dated July 30, 2013 (the “Fission Option Plan”) in such amounts and upon such terms as may be recommended by the Compensation Committee and approved by the Fission Board from time to time.

The Compensation Committee is currently comprised of William Marsh, Devinder Randhawa and Ross McElroy. The Fission Board is satisfied that the composition of the Compensation Committee ensures an objective process for determining compensation. All members of the Compensation Committee have had significant experience in the mining sector, including the junior exploration sector and on other boards of directors. Upon completion of the Alpha Arrangement and the Fission Arrangement it is anticipated that the composition of the Compensation Committee will be evaluated and may be re-constituted to include representation on the Compensation Committee by at least one of the Alpha appointees to the Fission Board.

The Company’s executive compensation program is intended to provide an appropriate overall compensation package that permits the Company to attract and retain highly qualified and experienced senior executives and to encourage superior performance by the Company. The Company’s compensation policies are intended to motivate individuals to achieve and to award compensation based on corporate and individual results. The compensation of the Company’s executive officers is established based on a relatively equal weighing of each of these considerations.

Compensation for the Company’s executive officers is intended to reflect a fair evaluation of overall performance and is intended to be competitive in aggregate with levels of compensation of comparable public issuers. The Company generally strives to use long term incentives, such as the grant of stock options, as performance incentives for executive management and to provide the opportunity for overall compensation of employees, including executives, to be above industry average levels as well as to increase the alignment of interests between employees, executive management and shareholders. Executive officers and directors are eligible to be granted stock options under the Fission Option Plan. The Fission Option Plan is intended to provide long term rewards linked directly to the market value of the Fission Shares.The Fission Board is of the view that the Fission Option Plan is in the best interests of the Company and will assist the Company to attract, motivate and retain talented and capable board members and executive management

The level of stock options awarded to an NEO is determined by his position and his potential future contributions to the Company. The exercise price of stock options is determined by the Fission Board but shall in no event be less than the trading price of the Fission Shares on the TSXV at the time of the grant of the option, less the discount permitted under TSXV policies and approved by the Fission Board.

The Company does not have a pension plan benefit program nor a non-equity incentive plan compensation in place. Therefore, there were no payments or benefits in connection with a defined benefit or a defined contribution plan and no annual incentive plan or long-term incentive plan awards offered to the NEOs during the Company’s most recently completed financial period ended June 30, 2013. Additional compensation in the form of bonuses may bepaid to directors or executive officers from time to time when merited.

Given the current stage of development and the limited elements of executive compensation, the Fission Board believes it has effective risk management and regulatory compliance relating to its compensation policies used in determining executive compensation. Risks related to compensation are taken into consideration as part of the general review and determination of executive compensation by the Fission Board. Inappropriate and excessive risks by executives are mitigated by regular board meetings during which financial and other information of the

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Company are reviewed, and which information includes executive compensation. Interested directors declare their interest and abstain from voting on compensation matters. No risks have been identified arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

The Company does not permit its NEOs or directors to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the NEO or director.

Summary Compensation Table

The Company was incorporated on February 13, 2013 as a wholly-owned subsidiary of Fission Energy and, accordingly, has not yet completed a full financial year. The Company became a reporting issuer on April 26, 2013 following its spin-out from Fission Energy pursuant to the Denison Arrangement.

The summary compensation table below sets out NEO compensation information including annual salary, incentive bonuses and all other compensation earned during the financial period ended June 30, 2013.

Non-equity incentive plan compensation

($)

Name and principal position

Period Ended June30

(1)

Salary($)

Share-based awards

($)

Option-based awards

($) Annual incentive

plans

Long-term

incentive plans

Pension value

($)

All other compensation

($)

Total compensation

($)

Devinder Randhawa,

Chairman and CEO

2013 43,333(2)

Nil 65,732 Nil Nil Nil 585,500 694,565

GregoryDowney

CFO

2013 7,327 Nil 6,836 Nil Nil Nil 6,615 20,778

Ross McElroy, President and COO

2013 43,039(3)

Nil 65,732 Nil Nil Nil 499,500 608,271

Ray Ashley, VPExploration

2013 27,699 Nil 21,034 Nil Nil Nil 159,860 208,593

(1)The Company was incorporated on February 13, 2013 and has not completed a full financial year. The information presented herein is for the financial period from incorporation to June 30, 2013.(2)Pursuant to an executive employment agreement dated as of July 5, 2013 between the Company and Mr. Randhawa.(3)Pursuant to an executive employment agreement dated as of July 5, 2013 between the Company and Mr. McElroy.

Incentive Plan Awards

Outstanding Option-Based and Share-Based Awards

The following table discloses the particulars of each NEO for awards outstanding at the end of the financial period ended on June 30, 2013.

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Option-based Awards Share-based AwardsName Number of

securities underlying

unexercised options

(#)

Option exercise

price($)

Option expiration

date

Value of unexercised

in-the-money options

($)

Number of shares or units of

shares that have not

vested (#)

Market or payout value

of share-based

awards that have not

vested ($)Devinder Randhawa,

Chairman and CEO

1,250,000

166,667

$0.73

$0.2985

Jun. 1, 2016

Dec. 31, 2017

$0.00

$58,603.45

Nil Nil

GregoryDowney

CFO

130,000

125,000

30,000

20,000

$0.73

$0.4342

$0.4342

$0.2985

Jun. 1, 2016

Dec. 30, 2015

Jan. 12, 2017

Dec. 31, 2017

$0.00

$26,975.00

$6,474.00

$7,030.00

Nil Nil

Ross McElroy, President and COO

1,250,000

153,333

$0.73

$0.2985

Jun. 1, 2016

Dec. 31, 2017

$0.00

$53,896.55

Nil Nil

Ray Ashley, VP Exploration

400,000

135,000

75,000

60,000

$0.73

$0.4342

$0.4342

$0.2985

Jun. 1, 2016

Dec. 30, 2015

Jan. 12, 2017

Dec. 31, 2017

$0.00

$29,133.00

$16,185.00

$21,090.00

Nil Nil

Value Vested or Earned During the Year

The following table sets forth, for each of the NEOs, the value of option-based awards and share-based awards which vested or were earned during the financial period ended June 30, 2013.

Name Option-based awards –Value vested during the year ($)

Share-based awards –Value vested during the year($)

Non-equity incentive plan compensation –Value earned during the year ($)

Devinder Randhawa,

Chairman and CEO

Nil Nil Nil

Gregory Downey

CFO

Nil Nil Nil

Ross McElroy, President and COO

Nil Nil Nil

Ray Ashley, VP Exploration

Nil Nil Nil

Equity Compensation Plan Information

The following table sets forth the Company’s compensation plans under which equity securities are authorized for issuance as at the end of the financial period ended June 30, 2013.

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Plan Category Number of Securities to be Issued upon Exercise of Options, Warrants and

Rights

(as at June 30, 2013)

(a)

Weighted – Average Exercise Price of

Outstanding Options, Warrants and Rights

(as at June 30, 2013)

(b)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation

Plans (excluding securities

reflected in (a))

(as at June 30, 2013)(c)

Equity Compensation Plans Approved by Securityholders

14,608,011 0.62 381,447

Equity Compensation Plans Not Approved by Securityholders

Nil Nil Nil

Total 14,608,011 0.62 381,447

Pension Plan Benefits

The Company does not have any deferred compensation plan, pension plan, profit sharing, retirement or other plan that provides for payment or benefits at, following or in connection with retirement.

Employment Agreements

Devinder Randhawa – Chief Executive Officer and Chairman

Effective July 5, 2013, the Company entered into an executive employment agreement (the “Randhawa Agreement”) with Mr. Randhawa on a full time basis. The Company agreed to employ Mr. Randhawa in the position of Chief Executive Officer and Chairman effective April 26, 2013. In consideration for his service, Mr. Randhawa will be paid $260,000 per annum, subject to increase from time to time in accordance the terms of the Randhawa Agreement and subject to the discretion of the Fission Board. Mr. Randhawa is also eligible to participate in executive incentive bonus plans and the Fission Option Plan.

Ross McElroy – Chief Operating Officer and President

Effective July 5, 2013, the Company entered into an executive employment agreement (the “McElroy Agreement”) with Mr. McElroy on a full time basis. The Company agreed to employ Mr. McElroy in the position of Chief Operating Officer and President effective April 26, 2013. In consideration for his services, Mr. McElroy will be paid $250,000 per annum, subject to increase from time to time in accordance the terms of McElroy Agreement and subject to the discretion of the Fission Board. Mr. McElroy is also eligible to participate in executive incentive bonus plans and the Fission Option Plan.

Termination and Change of Control Benefits

Pursuant to the Randhawa Agreement and McElroy Agreement, the Company has granted certain change of control benefits to each of Mr. Randhawa and Mr. McElroy. In the event of a change of control of the Company, Mr. Randhawa and Mr. McElroy have a right to terminate their respective agreements by giving written notice to the Company within 60 days of becoming

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aware of the change of control. In that event or if the Company terminates the employment of either Mr. Randhawa or Mr. McElroy without cause within 60 days of the change of control, Mr. Randhawa and Mr. McElroy will be entitled to the following:

(a) an amount equal to three times their respective base salary;

(b) any bonuses owing to Mr. Randhawa or Mr. McElroy immediately prior to his termination, as applicable, and all stock options held immediately prior to such termination shall vest and such stock options shall be exercisable by Mr. Randhawa or Mr. McElroy, as applicable, in accordance with the terms of the Fission Option Plan; and

(c) the continuation of all other employee related benefits for a period of two years following the date of the termination of the Randhawa Agreement or the McElroy Agreement, as applicable, or, if such is not possible, the Company shall pay to Mr. Randhawa or Mr. McElroy, as applicable, an amount sufficient to enable each of them to procure comparable benefits on a private basis for such period.

For the purposes of the Randhawa Agreement and McElroy Agreement, a “change of control” shall mean:

(a) at least 50% in fair-market value of all assets of the Company are sold;

(b) there is direct or indirect acquisition by a person or group of persons (excluding the employee or any persons associated with the employee) acting jointly or in concert of voting securities of the Company (as defined in the Securities Act, R.S.B.C 1996, c. 418 as the same may be amended from time to time and any successor legislation thereto) that when taken together with any voting securities owned directly or indirectly by such person or group of persons at the time of the acquisition, constitute 50% or more of the outstanding voting securities of the Company;

(c) a majority of the then-incumbent Board’s nominees for election to the Board of the Company are not elected at any annual or special meeting of shareholders of the Company;

(d) a liquidation, dissolution or winding-up of the Company; or

(e) the amalgamation, merger or arrangement of the Company with or into another where the shareholders of the Company immediately prior to the transaction will hold less than 51% of the voting securities of the resulting entity upon completion of the transaction.

Director Compensation

During the financial period ended June 30, 2013, none of the directors of the Company were paid, awarded or granted any compensation with respect to activities performed in their capacity as directors except as noted below. Directors are eligible to participate in the Fission Option Plan. Directors are also entitled to be reimbursed for expenses incurred by them in their capacity as directors. The following table discloses the particulars of all amounts of

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compensation paid or granted to the Company’s directors, other than those who are also NEOs,for the financial period ended June 30, 2013.

Director Compensation Table

Name Fees earned ($)

Share-based awards($)

Option-based awards($)

Non-equity incentive plan compensation ($)

Pension value ($)

All other compensation ($)

Total($)

Frank Estergaard

11,500 Nil 31,551 Nil Nil Nil 43,051

William Marsh

3,500 Nil 31,551 Nil Nil Nil 35,051

Jeremy Ross

Nil Nil 31,551 Nil Nil Nil 31,551

Outstanding Option-Based and Share-Based Awards to Directors

The following table sets forth all outstanding awards held by each non-NEO director of the Company as at the financial period ended June 30, 2013 under the Fission Option Plan, as awards under the Fission Option Plan are considered "option-based awards" under applicable securities laws.

Option-based Awards Share-based Awards

Name Number of securities underlying unexercised options(#)

Option exercise price($)

Option expiration date

Value of unexercised in-the-money options($)

(1)

Number of shares or units of shares that have not vested (#)

Market or payout value of share-based awards that have not vested ($)

Frank Estergaard

200,000

75,000

93,333

600,000

$0.4342

$0.4342

$0.2985

$0.73

Dec. 30, 2015

Jan. 12, 2017

Dec. 31, 2017

Jun. 1, 2016

$43,160.00

$16,185.00

$32,806.55

$0.00

Nil Nil

William Marsh 600,000 $0.73 Jun. 1, 2016 $0.00 Nil Nil

Jeremy Ross 16,667

33,333

600,000

$0.4342

$0.2985

$0.73

Apr. 25, 2014

Apr. 25, 2014

Jun. 1, 2016

$3,596.74$11,716.55$0.00

Nil Nil

Value Vested or Earned During the Year

The following table sets forth, for each non-NEO director of the Company, the value of option-based awards and share-based awards which vested or were earned during the financial period ended June 30, 2013.

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Name Option-based awards –Value vested during the year($)

Share-based awards –Value vested during the year($)

Non-equity incentive plan compensation –Value earned during the year($)

Frank Estergaard Nil Nil Nil

William Marsh Nil Nil Nil

Jeremy Ross Nil Nil Nil

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Fission Board, the members of which are elected by and are accountable to Fission’s shareholders, and takes into account the role of the individual members of management who are appointed by the Fission Board and who are charged with the day-to-day management of Fission. The Fission Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making. The following is a summary of Fission’s approach to corporate governance.

Board of Directors

National Instrument 52-110 – Audit Committees (“NI 52-110”) sets out the standard for director independence. Under NI 52-110, a director is independent if he or she has no direct or indirect material relationship with Fission. A material relationship is a relationship which could, in the view of the Fission Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. NI 52-110 also sets out certain situations where a director will automatically be considered to have a material relationship with Fission. Applying the definition set out in NI 52-110, the following members of the Fission Board are independent: Frank Estergaard, William Marsh and Jeremy Ross. Devinder Randhawa being the Chief Executive Officer and Ross McElroy being the President and Chief Operating Officer of Fission are not independent. The Alpha nominees to the Fission Board upon completion of the Alpha Arrangement and Fission Arrangement are expected to be independent.

The Fission Board as a whole has responsibility for developing Fission’s approach to: (i) financial reporting and internal controls; (ii) issues relating to compensation of directors, officers and employees; (iii) corporate governance issues and matters relating to nomination of directors; and (iv) administration of timely and accurate disclosure, confidentiality and insider trading policy, certain of which responsibilities are delegated to Fission’s Audit Committee (see “Board Committees” and “Audit Committee” which follow).

The Fission Board is responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. The Fission Board’s consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions. The Fission Board delegates to management responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on Fission’s business in the ordinary course, managing Fission’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Fission Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

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The independent directors do not hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. However, where deemed necessary by the independent directors, the independent directors hold in-camera sessions exclusive of non-independent directors and members of management, which process facilitates open and candid discussion amongst the independent directors.

Other Directorships

Certain of the directors of Fission are also directors of other issuers that are “reporting issuers” as that term is defined in and for the purposes of securities legislation, which positions are summarized as follows:

Name of Director Other Reporting Issuer Market Position From To

Devinder Randhawa

Ballyliffin Capital Corp. TSXV Director December 14, 2006

Present

Azincourt Resources Inc. TSX-V Director May 14, 2013 Present

Papuan Precious Metals Corp.

TSXV Director July 7, 2006 Present

Wolfpack Capital Corp. TSXV Director May 23, 2013 Present

Ross McElroy Papuan Precious Metals Corp.

TSXV Director February 15, 2011 Present

Goldrush Resources Ltd. TSXV Director November 26, 2012

Present

Wolfpack Capital Corp. TSXV Director May 23, 2013 Present

William Marsh Wolfpack Capital Corp. TSXV Director May 23, 2013 Present

Ballyliffin Capital Corp. TSXV Director June 6, 2006 Present

Jeremy Ross Toro Resources Corp. TSXV Director July 23, 2013 Present

Orientation and Continuing Education

As it was only recently incorporated, Fission has not yet developed an official orientation or training program for new directors. However, going forward, new directors of the Company will be provided the opportunity to become familiar with Fission by meeting with the other directors and with officers and employees. Orientation activities will be tailored to the particular needs and experience of each director and the overall needs of the Fission Board. Potential candidates will be provided with publicly available materials in order to acquaint themselves with Fission, including recent press releases, financial reports and other relevant materials.

The Fission Board encourages each of the directors to stay current on developing corporate governance requirements through continuous improvement and education. Directors are routinely provided information and publications on developing regulatory issues.

Ethical Business Conduct

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The Fission Board has adopted a Code of Business Ethics and Conduct (the “Code”), substantially in the form attached to this Appendix as Schedule “2”, applicable to all of its directors, officers and employees, including the Chief Executive Officer, the President, the Chief Financial Officer and other person performing financial reporting functions. The Code communicates to directors, officers and employees standards for business conduct in the use of Fission company time, resources and assets, and identifies and clarifies proper conduct in areas of potential conflict of interest. Each director, officer and employee is provided with a copy of the Code and is asked to sign an acknowledgement that the standards and principles of the Code will be maintained at all times on Fission business. The Code is designed to deter wrongdoing and promote: (a) honest and ethical conduct; (b) compliance with laws, rules and regulations; (c) prompt internal reporting of Code violations; and (d) accountability for adherence to the Code. Violations from standards established in the Code, and specifically under internal accounting controls, are reported to the Chairperson of Fission’s Audit Committee and can be reported anonymously. The Fission’s Audit Committee will report to the Fission Board any reported violations at least quarterly, or more frequently depending on the specifics of the reported violation.

A copy of Fission’s Code of Business Ethics and Conduct is attached to this Appendix as Schedule “2” and will be electronically filed with regulators and available for viewing under Fission’s profile on SEDAR at www.sedar.com following completion of the Fission Arrangement.

Nomination of Directors

The Fission Board has formed a Corporate Governance and Nominating Committee (the “CGNC”) comprised of Devinder Randhawa, (Chair), William Marsh and Jeremy Ross for the purpose of identifying new candidates for election to the Fission Board. The CGNC prepares a shortlist of potential candidates through discussion with respected financial, legal and commercial institutions and interviews the interested candidates. The key criteria include the following: (i) professional background and related qualifications; (ii) industry experience and relevant professional relationships; (iii) other board appointments; (iv) professional standing and reputation in the investment and mining communities; (v) membership of industry committees;and (vi) particular technical or financial background depending on the mix of experience on the Fission Board at that time. Upon completion of the Alpha Arrangement and the Fission Arrangement it is anticipated that the composition of the CGNC will be evaluated and may be re-constituted to include representation on the CGNC by at least one of the Alpha appointees to the Fission Board.

The Fission Board reviews the recommendations of the CGNC and makes the final determination about director nominations and appointments. Where appropriate, independent consultants are engaged to identify possible new candidates for the Fission Board.

Compensation

The Fission Board is responsible for approving compensation objectives and the specific compensation programs for policies and practices of Fission. The Compensation Committee is responsible for recommending, monitoring and reviewing compensation programs for senior executives. The Fission Compensation Committee is currently comprised of the following three directors: William Marsh, Devinder Randhawa and Ross McElroy. Upon completion of the Alpha Arrangement and the Fission Arrangement it is anticipated that the composition of the Compensation Committee will be evaluated and may be re-constituted to include representation on the Compensation Committee by at least one of the Alpha appointees to the Fission Board. The Compensation Committee uses discretion and judgment when determining compensation levels as they apply to a specific executive officer. Individual compensation may be based on

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individual experience and performance or other criteria deemed important by the Compensation Committee. In order to meet the Fission’s objectives, the Compensation Committee is guided by:

• providing executives with an equity-based incentive plan, namely a stock option plan;

• aligning employee compensation with company corporate objectives; and

• attracting and retaining highly qualified individuals in key positions.

For more information, see in this Appendix under the heading “Executive Compensation”.

Board Committees

The Fission Board has appointed the CGNC (described above), the Compensation Committee (described above), and the Fission Audit Committee comprised of Frank Estergaard (Chair), Devinder Randhawa and William Marsh. A description of the authority, responsibilities, duties and function of the Fission Audit Committee can be found in this Appendix under the heading “Audit Committee”, which follows.

Assessments

The Fission Board does not consider that formal assessments would be useful at this stage of Fission’s development. The Fission Board, at least annually, will conduct informal assessments of the Fission Board’s effectiveness, the individual directors and reports from each committee representing its own effectiveness. As part of the assessments, the Fission Board or the individual committee may review their respective mandate or charter and conduct reviews of applicable policies.

AUDIT COMMITTEE

Audit Committee Charter

The Fission Audit Committee is ultimately responsible for the policies and practices relating to integrity of financial and regulatory reporting, as well as internal controls to achieve the objectives of safeguarding of corporate assets, reliability of information, and compliance with laws. The Fission Board has adopted an Audit Committee Charter mandating the role of the Fission Audit Committee in supporting the Fission Board in meeting its responsibilities to its shareholders. The complete Audit Committee Charter is attached as Schedule “3” to this Appendix.

Audit Committee Members

The Fission Audit Committee is comprised of Frank Estergaard (Chair), Devinder Randhawa and William Marsh. All audit committee members are “financially literate”, meaning that they have the ability to read and understand financial statements of the Company. Upon completion of the Alpha Arrangement and the Fission Arrangement it is anticipated that the composition of the Audit Committee will be evaluated and may be re-constituted to include representation on the Audit Committee by at least one of the Alpha appointees to the Fission Board.

Relevant Education and Experience

All of the Fission Audit Committee members are experienced businessmen with experience in financial matters; each has a broad understanding of accounting principles used to prepare

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financial statements and varied experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavour. In addition, each of the members of the Fission Audit Committee has knowledge of the role of an audit committee in the realm of reporting companies. Upon completion of the Alpha Arrangement and the Fission Arrangement, each of the Alpha nominees, of whom one or both may be appointed to the Audit Committee, will satisfy the criteria to be eligible to be appointed to the Audit Committee. Set out below is a description of the education and experience of each member of the Fission Audit Committee that is relevant to the performance of her or his responsibilities as an audit committee member.

Mr. Devinder Randhawa

CEO, chairman and director of Fission and President of RD Capital Inc., a privately held consulting firm providing venture capital and corporate finance services to emerging companies in the resources and non-resource sectors both in Canada and the US. Mr. Randhawa obtained an MBA in Finance from the University of British Columbia in 1985.

Mr. Frank Estergaard Mr. Estergaard is a professional Chartered Accountant who retired as a Partner with KPMG in 2001. Mr. Estergaard has served as CFO, Director and Chairman of the Audit Committee for several other public and private companies. Mr. Estergaard was awarded a B.Com from the University of British Columbia in 1963, was granted the designation of a Chartered Accountant in British Columbia in 1965 and in Ontario in 1989.

Mr. William Marsh Mr. Marsh is an independent consultant with over 15 years of experience providing drilling advice is public and private companies operating in Canada and internationally.

Pre-Approved Policies and Procedures for Non-Audit Services

Fission’s Audit Committee Charter requires that management seek approval from the Fission Audit Committee of all non-audit services to be provided to Fission or any of its subsidiaries by Fission’s external auditor, prior to engaging the external auditor to perform those non-audit services.

External Auditor Service Fees (By category)

The following table discloses the fees billed to Fission by its external auditor since the Company’s incorporation on February 13, 2013 to the financial period ended June 30, 2013.

Financial Period Ending

Audit Fees Audit Related Fees Tax Fees All Other Fees

June 30, 2013 Nil Nil $39,572 $6,000

Reliance on Exemption

Fission is relying on the exemption in Section 6.1 of NI 52-110 from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

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RISK FACTORS

An investment in Fission Shares, as well as in Fission’s mineral prospects, is highly speculative due to the high-risk nature of its business and the present stage of its development. Shareholders of Fission may lose their entire investment. The risks described below are not the only ones facing Fission. Additional risks not currently known to Fission, or that Fission currently deems immaterial, may also impair Fission’s operations. If any of the following risks actually occur, Fission’s business, financial condition and operating results could be adversely affected.

Limited Business History

Fission has a short history of operations and has no history of earnings. The likelihood of success of Fission must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. Fission has limited financial resources and there is no assurance that funding over and above the initial cash subscription amount will be available to it when needed. There is also no assurance that Fission can generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

Unknown Environmental Risks for Past Activities

Exploration and mining operations incur risks of releases to soil, surface water and groundwater of metals, chemicals, fuels, liquids having acidic properties and other contaminants. In recent years, regulatory requirements and improved technology have significantly reduced those risks. However, those risks have not been eliminated, and the risk of environmental contamination from present and past exploration or mining activities exists for mining companies. Companies may be liable for environmental contamination and natural resource damages relating to properties that they currently own or operate or at which environmental contamination occurred while or before they owned or operated the properties. No assurance can be given that potential liabilities for such contamination or damages caused by past activities at the PLS Property do not exist.

Limited Exploration Prospects

The PLS Property located in Saskatchewan, Canada, is Fission’s sole material property. Accordingly, the Company does not have a diversified portfolio of exploration prospects either geographically or by mineral targets. The Company’s operations could be significantly affected by fluctuations in the market price of uranium, as the economic viability of the Company’s sole project is heavily dependent upon the market price for uranium.

Acquisitions and Joint Ventures

Fission will evaluate from time to time opportunities to acquire and joint venture mining assets and businesses. These acquisitions and joint ventures may be significant in size, may change the scale of Fission’s business and may expose it to new geographic, political, operating, financial and geological risks. Fission’s success in its acquisition and joint venture activities will depend on its ability to identify suitable acquisition and joint venture candidates and partners, acquire or joint venture them on acceptable terms and integrate their operations successfully with those of Fission. Any acquisitions or joint ventures would be accompanied by risks, such as the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of Fission’s ongoing business; the inability of management to maximize thefinancial and strategic position of Fission through the successful incorporation of acquired

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assets and businesses or joint ventures; additional expenses associated with amortization of acquired intangible assets; the maintenance of uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; dilution of Fission’s present shareholders or of its interests in its subsidiaries or assets as a result of the issuance of shares to pay for acquisitions or the decision to grant earning or other interests to a joint venture partner; and the potential unknown liabilities associated with acquired assets and businesses. There can be no assurance that Fission would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions or joint ventures. There may be no right for shareholders to evaluate the merits or risks of any future acquisition or joint venture undertaken except as required by applicable laws and regulations.

Additional Financing and Dilution

Fission is focused on advancing its core asset, the PLS Property in Canada’s Athabasca Basin, and will use its working capital to carry out such advancement and growth. However, Fission will require additional funds to further such activities. To obtain such funds, Fission may sell additional securities including, but not limited to, its common shares or some form of convertible security, the effect of which would result in a substantial dilution of the equity interests of Fission’s shareholders.

There is no assurance that additional funding will be available to Fission for additional exploration or for the substantial capital that is typically required in order to bring a mineral project, such as the PLS Property, to the production decision or to place a property, such as the PLS Property, into commercial production. There can be no assurance that Fission will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration, advancement and growth of the PLS Property.

Uncertainty of Mineral Resource Estimates

Mineral resource figures are only estimates. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. While Fission believes that the mineral resource estimates included are established and reflect management’s best estimates, the estimating of mineral resources is a subjective process and the accuracy of mineral resource estimates is a function of the quantity and quality of available data, the accuracy of statistical computations, and the assumptions used and judgments made in interpreting available engineering and geological information. There is significant uncertainty in any mineral resource estimate and the actual deposits encountered and the economic viability of a deposit may differ materially from Fission’s estimates. Estimated mineral resources may have to be re-estimated based on changes in uranium prices, further exploration or advancement activity or actual production experience. This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence mineral resource estimates. Mineral resources are not mineral reserves and there is no assurance that any mineral resource estimate will ultimately be reclassified as proven or probable mineral reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability.

No History of Mineral Production or Mining Operations

Fission has never had a uranium producing property. There is no assurance that commercial quantities of uranium will be discovered nor is there any assurance that Fission’s exploration programs will yield positive results. Even if commercial quantities of uranium are discovered,

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there can be no assurance that the PLS Property will ever be brought to a stage where uranium resources can profitably be produced therefrom. Factors which may limit the ability to produce uranium resources include, but are not limited to, the spot price of uranium, availability of additional capital and financing and the nature of any mineral deposits. Fission does not have a history of mining operations that would guarantee it will produce revenue, operate profitably or provide a return on investment in the future. Fission has not paid dividends in the past and Fission does not have any plans to pay dividends in the foreseeable future.

Economics of Developing Mineral Properties

Mineral exploration and development is speculative and involves a high degree of risk. While the discovery of an ore body may result in substantial rewards, few properties which are explored are commercially mineable and ultimately developed into producing mines. There is no assurance that Fission’s uranium deposits are commercially mineable.

Should any mineral resources and reserves exist, substantial expenditures will be required to confirm mineral reserves which are sufficient to commercially mine and to obtain the required environmental approvals and permitting required to commence commercial operations. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or feasibility studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) uranium prices, which are historically cyclical; (5) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (6) political climate and/or governmental regulation and control. Development projects are also subject to the successful completion of engineering studies, issuance of necessary governmental permits, and availability of adequate financing. Development projects have no operating history upon which to base estimates of future cash flow.

The ability to sell, and profit from the sale of any eventual mineral production from the PLS Property will be subject to the prevailing conditions in the minerals marketplace at the time of sale. The global minerals marketplace is subject to global economic activity and changing attitudes of consumers and other end-users’ demand for mineral products. Many of these factors are beyond the control of a mining company and therefore represent a market risk which could impact the long term viability of Fission and its operations.

Factors Beyond the Control of Fission

The potential profitability of the PLS Property is dependent upon many factors beyond Fission’s control. For instance, world prices of and markets for minerals are unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond to changes in domestic, international, political, social and economic environments. Another factor is that rates of recovery of minerals from mined ore (assuming that such mineral deposits are known to exist) may vary from the rate experienced in tests and a reduction in the recovery rate will adversely affect profitability and, possibly, the economic viability of a property. Profitability also depends on the costs of operations, including costs of labour, equipment, electricity, environmental compliance or other production inputs. Such costs will fluctuate in ways Fission cannot predict and are beyond Fission’s control, and such fluctuations will impact on profitability and may eliminate profitability altogether. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for advancing mineral projects and other costs have become

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increasingly difficult, if not impossible, to project. These changes and events may materially affect the financial performance of Fission.

Fission’s potential future revenues will be directly related to the prices of uranium as its potentialrevenues are expected to be derived from uranium mining. Uranium prices are and will continue to be affected by numerous factors beyond Fission’s control. Such factors include, among others, the demand for nuclear power; political and economic conditions in uranium producing and consuming countries such as Canada, the U.S., Russia and other former Soviet republics; reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails; sales of excess civilian and military inventories (including from the dismantling of nuclear weapons) by governments and industry participants; and production levels and costs of production in countries such as Russia and former Soviet republics, Africa and Australia. The effect of these factors, individually or in the aggregate, is impossible to predict with accuracy. A decline in uranium prices may also require Fission to write down its mineral resources at the PLS Property, which would have a material adverse effect on its potential earnings and potential profitability.

Regulatory Requirements

The current or future operations of Fission, including advancement activities and possible commencement of production on the PLS Property, requires permits from various federal and local governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development, advancement and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all permits which Fission may require for the development and construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any mining project which Fission might undertake.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations.

Amendments or changes to current laws, regulations government policies and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on Fission and cause increases in costs or require abandonment or delays in the advancement and growth of the PLS Property.

Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. The development of mines and related facilities is contingent upon governmental approvals that are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The duration and success of such approvals are subject to many variables outside Fission’s control. Any significant delays in obtaining or renewing such permits or licenses in the future could have a material adverse effect on Fission. In addition, the international marketing of uranium is subject to governmental policies and

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certain trade restrictions, such as those imposed by the suspension agreements entered into by Canada with certain republics of the former Soviet Union. Changes in these policies and restrictions may adversely impact Fission’s business.

Insurance

Fission’s business is capital intensive and subject to a number of risks and hazards, including environmental pollution, accidents or spills, industrial and transportation accidents, labour disputes, changes in the regulatory environment, natural phenomena (such as inclement weather conditions, earthquakes, pit wall failures and cave-ins) and encountering unusual or unexpected geological conditions. Many of the foregoing risks and hazards could result in damage to, or destruction of, the PLS Property or any future processing facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of its exploration or advancement activities, delay in or inability to receive regulatory approvals to transport itsuranium concentrates, or costs, monetary losses and potential legal liability and adverse governmental action. Fission may be subject to liability or sustain loss for certain risks and hazards against which it does not or cannot insure or which it may reasonably elect not to insure because of the cost. This lack of insurance coverage could result in material economic harm to Fission.

Uranium Industry Competition and International Trade Restrictions

The international uranium industry, including the supply of uranium concentrates, is competitive, with supplies available from a relatively small number of western world uranium mining companies, from certain republics of the former Soviet Union and the People’s Republic of China, from excess inventories, including inventories made available from decommissioning of nuclear weapons, from reprocessed uranium and plutonium, from used reactor fuel, and from the use of excess Russian enrichment capacity to re-enrich depleted uranium tails held by European enrichers in the form of UF6. The supply of uranium from Russia and from certain republics of the former Soviet Union is, to some extent, impeded by a number of international trade agreements and policies. These agreements and any similar future agreements, governmental policies or trade restrictions are beyond the control of Fission and may affect the supply of uranium available in the United States and Europe, which are the largest markets for uranium in the world. If Fission is unable to supply uranium to important markets in the U.S. or Europe, its business, financial condition and results of operations may be materially adversely affected.

Deregulation of the Electrical Utility Industry

Fission’s future prospects may be tied directly to those of the electrical utility industry worldwide. Deregulation of the utility industry, particularly in North America and Europe, is expected to impact the market for nuclear and other fuels for years to come, and may result in the premature shutdown of nuclear reactors. Experience to date with deregulation indicates that utilities are improving the performance of their reactors and achieving record capacity factors. There can be no assurance that this trend will continue.

Public Acceptance of Nuclear Energy Cannot Be Assured

Growth in the demand for uranium and in the nuclear power industry will depend upon continued and increased acceptance of nuclear technology by the public as a safe and viable means of generating electricity. Growth of the uranium and nuclear power industry will also depend on continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that

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affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. An accident or incident at a nuclear reactor anywhere in the world, or an accident or incident relating to the transportation or storage of new or spent nuclear fuel, could negatively impact the public’s acceptance of nuclear power and the future prospects for nuclear power generation, which may have a material and adverse effect on Fission’s business, financial condition and results of operations.

The March 2011 natural disaster in Japan, with the resultant effect on certain of the country’s nuclear reactors, has caused concern internationally as to the safety of nuclear energy as available source of power. Further, a number of heads of government and their legislativebodies have announced reviews and/or delays of plans to develop new nuclear power facilities. In the United States, the Chairman of the Nuclear Regulatory Commission (“NRC”) has publicly stated that a more stringent review of design risks will be undertaken for both existing facilities and future applications for new nuclear power facilities. The additional scrutiny by the NRC could affect all parts of the organization including the licensing of new uranium production facilities. Other relevant regulatory bodies could also react to these recent events, resulting in additional delays or barriers in permitting and licensing new uranium production operations. It is too soon for Fission to determine the long-term impact such events will have on Fission’s financial condition, results of operations and permitting plans.

Nuclear Energy Competes With Other Viable Energy Sources

Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro-electricity. These other sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrates and uranium conversion services, which in turn may result in lower market prices for uranium, which would materially and adversely affect Fission’s business, financial condition and results of operations.

Environmental Risks and Hazards

All phases of Fission’s operations are subject to environmental regulation in the jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the general, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect Fission’s operations. Environmental hazards may exist on the PLS Property which are unknown to Fission at present and which have been caused by previous owners or operators of the PLS Property. Reclamation costs are uncertain and planned expenditures estimated by management may differ from the actual expenditures required.

Fission is not insured against most environmental risks. Insurance against environmental risks (including potential liability for pollution and other hazards as a result of the disposal of waste products occurring from exploration and production) has not been generally available to companies within the industry. Fission will periodically evaluate the cost and coverage of the insurance against certain environmental risks that is available to determine if it would be appropriate to obtain such insurance.

Without such insurance, and if Fission becomes subject to environmental liabilities, the payment

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of such liabilities would reduce or eliminate its available funds or could exceed the funds Fission has to pay such liabilities and result in bankruptcy. Should Fission be unable to fund fully the remedial cost of an environmental problem, Fission might be required to enter into interim compliance measures pending completion of the required remedy.

Litigation Risk

All industries, including the mining industry, are subject to legal claims, with and without merit.Defence and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of litigation process, the resolution of any particular legal proceeding, including the Claim and the Counterclaim (see in this Appendix “E” under the heading “Legal Proceedings and Regulatory Actions”), could have a material adverse effect on Fission’s financial position and results of operations.

Political Risk

Fission’s future prospects may be affected by political decisions about the uranium market. There can be no assurance that the Canadian or other governments will not enact legislation restricting to whom Fission can sell uranium or that the Canadian or other governments will not increase the supply of uranium by decommissioning nuclear weapons.

Costs of Land Reclamation Risk

It is difficult to determine the exact amounts which will be required to complete all land reclamation activities in connection with the PLS Property. Reclamation bonds and other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation activities over the life of a mine. Accordingly, it may be necessary to revise planned expenditures and operating plans in order to fund reclamation activities. Such costs may have a material adverse impact upon the financial condition and results of operations of Fission.

No Assurance of Title to Property

There may be challenges to title to the PLS Property. If there are title defects with respect to the PLS Property, Fission might be required to compensate other persons or perhaps reduce its interest in the PLS Property. Also, in any such case, the investigation and resolution of title issues would divert management’s time from ongoing exploration and advancement programsat the PLS Property.

Dependence on Key Individuals

Fission is dependent on a relatively small number of key personnel, particularly Ross McElroy, its President and Chief Operating Officer and Devinder Randhawa, its Chief Executive Officer, the loss of any one of whom could have an adverse effect on Fission. At this time, Fission does not maintain key-person insurance on the lives of any of its key personnel. In addition, while certain of Fission’s officers and directors have experience in the exploration of mineral producing properties, Fission will remain highly dependent upon contractors and third parties in the performance of its exploration and advancement activities at the PLS Property. There can be no guarantee that such contractors and third parties will be available to carry out such activities on behalf of Fission or be available upon commercially acceptable terms.

Risk of Amendments to Laws

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse

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impact on Fission and cause increases in capital expenditures or production costs or require abandonment or delays in the advancement and growth of the PLS Property.

Conflicts of Interest

Some of the directors and officers of Fission are directors and officers of other companies, including Fission Spinco. In addition, upon completion of the Alpha Arrangement and the Fission Arrangement, each of the Alpha appointees to the Fission Board will also be directors and officers of other companies, including Alpha Spinco. Some of Fission’s directors and officers will continue to pursue the acquisition, exploration and, if warranted, the development of mineral resource properties on their own behalf and on behalf of other companies, some of which are in the same business as Fission, and situations may arise where such companies will be in direct competition with Fission. Fission’s directors and officers are required by law to act in the best interests of Fission. They may have the same obligations to the other companies in respect of which they act as directors and officers. Discharge of their obligations to Fission may result in a breach of their obligations to the other companies and, in certain circumstances, this could expose Fission to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of Fission. Such conflicting legal obligations may expose Fission to liability to others and impair its ability to achieve its business objectives.

Influence of Third Party Stakeholders

The lands in which Fission holds an interest in at the PLS Property, or the exploration equipment and roads or other means of access which Fission intends to utilize in carrying out its work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims, Fission’s work programs may be delayed even if such claims are not meritorious. Such delays may result in significant financial loss and loss of opportunity for Fission.

Fluctuation in Market Value of Fission Shares

The market price of the Fission Shares, as publicly traded shares, can be affected by many variables not directly related to the corporate performance of Fission, including the market in which it is traded, the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of Fission Shares in the future cannot be predicted. The lack of an active public market could have a material adverse effect on the price of Fission Shares.

PROMOTERS

Fission Energy took the initiative of founding and organizing Fission and its business and operations and, as such, may be considered to be the promoter of Fission for the purposes of applicable securities legislation. Prior to the completion of the Denison Arrangement on April 26, 2013, Fission Energy was the sole (100%) shareholder of Fission and, on closing of theDenison Arrangement, transferred the Fission Properties to Fission in conjunction with the reorganization of its business to allow Fission to hold and operate the Fission Properties and as contemplated by the terms of the Denison Arrangement. See in this Appendix “E” under the headings “Description of the Business” and “Summary of the Business”.

During the 10 years prior to the date of this Appendix, Fission Energy has not been subject to:

a. a cease trade order (including any management cease trade order which applied to directors

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or executive officers of a company, whether or not the person is named in the order), or

b. an order similar to a cease trade order, or

c. an order that denied the relevant company access to any exemption under securities legislation,

that was in effect for a period of more than 30 consecutive days; nor has Fission Energy been subject to:

d. any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

e. any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision;

nor has Fission Energy become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver manager or trustee appointed to hold its assets.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Other than as described below, Fission and the PLS Property are not subject to any legal or other actions, current or pending, which may materially affect Fission’s operating results, financial position or property ownership:

• On July 29, 2013, Fission filed a Notice of Civil Claim, as amended on September 17, 2013, in the Supreme Court of British Columbia naming Jody Dahrouge, Debbie Dahrouge, 877384 Alberta Ltd. and Dahrouge Geological Consulting Ltd. as defendants (the “Claim”). The Claim relates to allegations of breach of fiduciary duties and knowing assistance in breach of the same. The amount being claimed is unspecified. This matter is being contested and is currently before the Supreme Court of British Columbia. Jody Dahrouge was a former director of Fission Energy. Pursuant to the Denison Arrangement, Fission Energy transferred, among other things, its rights and interests in the Claim to Fission, and upon completion of the Fission Arrangement and the Alpha Arrangement, Fission will transfer its rights and interests in the same to Fission Spinco. Fission Spinco has agreed to indemnify Fission to the extent that Fission incurs any costs in connection with the Claim.

• On October 27, 2013, counsel for Fission received a draft counterclaim in relation to the Claim in which Jody Dahrouge, Debbie Dahrouge, 877384 Alberta Ltd., and Dahrouge Geological Consulting Ltd. are the plaintiffs by way of counterclaim, and Devinder Randhawa, Fission, Fission Energy, and Denison are the defendants by way of counterclaim (the “Counterclaim”). The Counterclaim includes allegations of breaches of British Columbia securities laws, slander, wrongful interference, improper assignment, and improper variation of obligations. The relief being sought in the Counterclaim includes unspecified losses and damages, declarations of ownership in relation to certain mineral permits and claims, declarations concerning the enforceability of certain assignments, injunctions preventing the defendants by way of counterclaim from disparaging certain mineral permits and claims, interest, and costs. The Counterclaim has yet to be filed and served. Fission believes the Counterclaim is without merit and, if it is filed, Fission intends to vigorously defend itself.

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During the most recently completed financial period ended June 30, 2013, (i) no penalties or sanctions were imposed against Fission by a court or regulatory body and (ii) no settlement agreements were entered into by Fission with a court or a securities regulatory authority.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than transactions carried out in the ordinary course of business of Fission or any of its subsidiaries, none of the directors or executive officers of Fission, any shareholder directly or indirectly beneficially owning, or exercising control or direction over, shares carrying more than 10% of the voting rights attached to the shares of Fission, nor an associate or affiliate of any of the foregoing persons has had, from incorporation of the Company on February 13, 2013 to the most recently completed financial period ended June 30, 2013, any material interest, direct or indirect, in any transactions that materially affected or would materially affect Fission or any of its subsidiaries.

AUDITORS, TRANSFER AGENTS AND REGISTRARS

The auditor of Fission is PricewaterhouseCoopers LLP, Chartered Accountants of Vancouver, British Columbia, which were appointed on July 23, 2013.

The registrar and transfer agent of Fission and for the Fission Shares is Computershare Investor Services Inc. with offices at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia V6C 3A8 Canada.

MATERIAL CONTRACTS

Fission has entered into the following material contracts:

1. Arrangement Agreement dated March 7, 2013 among Fission Energy Corp., Denison Mines Corp. and Fission Uranium Corp., a copy of which is filed under the SEDAR profile of Fission Energy at www.sedar.com.

2. Arrangement Agreement dated September 17, 2013 between Fission Uranium Corp. and Alpha Minerals Inc., as described under the heading “The Meeting – The Arrangement –The Arrangement Agreement” in the Circular.

EXPERTS

Certain legal matters relating to the Fission Arrangement and the Alpha Arrangement will be passed upon by Blake, Cassels & Graydon LLP, Vancouver, British Columbia, legal counsel to Fission.

The disclosure with respect to the PLS Property contained in this Appendix is based on the PLS Technical Report prepared by Allan Armitage, Ph.D., P.Geol, of GeoVector Management Inc.

To the best knowledge of Fission, none of the qualified persons referenced above, or any director, officer, employee or partner thereof, as applicable, received or has received a direct or indirect interest in the property of Fission or of any associate or affiliate of Fission. As at the date hereof, the aforementioned persons, and the directors, officers, employees and partners, as applicable, of each of the aforementioned companies and partnerships beneficially own, directly or indirectly, in the aggregate, less than one percent of the securities of Fission.

With respect to the auditors, PricewaterhouseCoopers LLP has advised Fission that it is independent within the meaning of the Rules of Professional Conduct of the Institute of

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Chartered Accountants of British Columbia.

OTHER MATERIAL FACTS

There are no other material facts other than as disclosed herein.

ADDITIONAL INFORMATION

Additional information on Fission may be found under the Company’s profile on SEDAR at www.sedar.com. Additional information, including directors’ and officers’ remuneration and indebtedness to Fission, principal holders of the securities of Fission and securities authorized for issuance under equity compensation plans, is contained in Fission’s Management Information Circular for its most recent annual general meeting held on July 30, 2013 which is filed on SEDAR. Additional financial information is provided in Fission’s condensed interim financial statements for the period from incorporation on February 13, 2013 to March 31, 2013 and will be provided in Fission’s audited financial statements for the period ended June 30, 2013 and the related Management’s Discussion and Analysis, both of which have been filed on SEDAR.

FINANCIAL STATEMENTS

See in this Appendix “E”, “Selected Financial Information — Financial Statements” and Schedules “4” and “5” to this Appendix “E”.

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SCHEDULE “1”

FISSION URANIUM CORP.

MD&A FOR THE YEAR ENDED JUNE 30, 2013

The attached MD&A is for the year ended June 30, 2013. It includes financial information from, and should be read in conjunction with, financial statements of Fission and the notes thereto, which are attached as Schedule “4”, as well as the disclosure contained throughout this Appendix and the Circular. All dollar amounts in this MD&A are expressed in Canadian dollars unless otherwise indicated.

Management’s Discussion & Analysis

Fission Uranium Corp.

For the Year Ended June 30, 2013

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 1 of 24 -

The following management’s discussion and analysis, prepared as of October 25, 2013, should be read in conjunction with the audited consolidated financial statements and accompanying notes of Fission Uranium Corp. (the “Company” or “Fission Uranium”) for the years ended June 30, 2013, 2012 and 2011

which have been prepared under the continuity of interest accounting as described below. The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) and the former Standing Interpretations Committee (“SICs”) as at June 30, 2013.

Additional information related to the Company is available for viewing on SEDAR at www.sedar.com and the Company’s website at www.fissionuranium.com, or by requesting further information from the Company’s head office located in Kelowna, BC, Canada. The results up to April 26, 2013 have been presented in this MD&A under the continuity of interest basis

of accounting with the consolidated statements of financial position amounts based on amounts recorded

by Fission Energy Corp. (“Fission Energy”). In addition, the information contained in the consolidated statements of comprehensive loss and statements of changes in equity have been derived from certain allocations from Fission Energy’s financial statements. Management cautions readers of this MD&A, that the allocation of expenses does not necessarily reflect the future financial performance of the Company. Forward Looking Statements

Statements in this report that are not historical based facts are forward looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward looking statements. Description of Business Fission Uranium Corp. is a junior resource issuer primarily engaged in the acquisition, exploration, and

development of uranium resource properties in Canada and Peru. The Company's primary objective is to

locate, evaluate and acquire uranium properties and to finance their exploration and potential development by way of equity financing, joint ventures, option agreements or other means. Fission Uranium Corp. was incorporated on February 13, 2013 under the laws of the Canada Business Corporations Act as a result of a plan of arrangement to reorganize Fission Energy Corp. (“Fission

Energy”). Fission Uranium began trading as a new public company on April 30, 2013 under the symbol FCU.V (TSX Venture Exchange) and on June 27, 2013 under the symbol FCUUF (OTCQX U.S.). The Company’s head office is located at 700 – 1620 Dickson Ave., Kelowna, BC, V1Y 9Y2. Fission Energy Arrangement Agreement On April 26, 2013, Fission Energy and Denison Mines Corp. (“Denison”) completed an Arrangement

Agreement (the “Agreement”) pursuant to which Denison acquired all of the issued and outstanding shares of Fission Energy with Fission Energy spinning out certain assets into Fission Uranium by way of a court approved plan of Arrangement (the “Fission Energy Arrangement”)

Pursuant to the Agreement, Denison acquired a portfolio of uranium exploration projects including Fission Energy’s 60% interest in the Waterbury Lake uranium project, as well as Fission Energy’s exploration interests in all other properties in the eastern part of the Athabasca Basin, its interest in

two joint ventures in Namibia plus its assets in Quebec and Nunavut (together, the “Assets”). Assets spun out to Fission Uranium primarily consisted of the Patterson Lake North (“PLN”), Patterson Lake South (“PLS”), Clearwater West, North Shore, and Peru properties (together “the Property”) and $17,518,145 in cash.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

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Description of Business (continued) Fission Energy Arrangement Agreement (continued)

The consideration received by the shareholders of Fission Energy consisted of 0.355 of a common share of Denison, a nominal cash payment of $0.0001 and 1 common share of Fission Uranium for each common share of Fission Energy held. Fission Energy’s outstanding options and warrants were adjusted in accordance with their terms such that the number of Denison shares and Fission Uranium shares received upon exercise and their respective exercise prices reflect the exchange ratio described above.

These financial statements have been prepared on a continuity of interest basis after the spin out. Prior to the spin out, these financial statements have been prepared on a carve out basis in accordance with a financial reporting framework specified in subsection 3.11(6) of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards for carve-out financial

statements.

The carrying value of the net assets contributed pursuant to the Fission Energy Arrangement consisted of the following:

$

Assets

Cash 17,518,145

Short-term investments 24,489

Amounts receivable 1,628,690

Prepaid expenses 54,632

Property and equipment 174,129

Exploration and evaluation assets 10,047,622

Total Assets 29,447,707

Liabilities

Accounts payable and accrued liabilities (38,293)

Deferred tax liability (2,406,224)

Total Liabilities (2,444,517)

Carrying value 27,003,190

Shares issued pursuant to the Fission Energy Arrangement (79,134,208)

Accumulated losses (see below) 13,394,450

Adjustment for shares issued in connection with

the Fission Energy Arrangment (38,736,568) An adjustment of $38,736,568 was made through accumulated deficit to reconcile i) the allocated Fission Energy income and expenses which cumulatively amounted to $13,394,450 up to the close of

the Arrangement Agreement; and ii) the carrying values of the net assets contributed and recorded under the continuity of interest accounting, to the common shares issued in connection with the closing of the Fission Energy Arrangement on April 26, 2013.

The consolidated statement of changes in equity includes an amount of $18,779,700 which represents the assets contributed on April 26, 2013 by Fission Energy pursuant to the Arrangement Agreement. The amount mainly includes the cash and working capital items transferred to Fission

Uranium as part of the spin out. Other assets have been reflected in these financial statements at earlier dates in accordance with the continuity of interest basis of accounting.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

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Outlook Management believes that the exploration and development of uranium properties presents an

opportunity to increase shareholder value for the following reasons:

Increased long-term worldwide energy demand for nuclear energy

Worldwide nuclear energy demand and the associated nuclear power plant build-out is projected to increase significantly in the years ahead, and will require new uranium supply to meet this increasing demand. According to the World Nuclear Association, electricity demand

is increasing much more rapidly than overall energy use and is likely to almost double during the period from 2004 to 2030.

Increased long-term demand for uranium

The UX Consulting Company expects worldwide uranium demand to increase by 22% by

2020. In addition, a long-term global uranium demand/supply imbalance is forecast, which suggests a potential for significantly higher uranium prices. Increased long-term demand is expected from developing countries as they construct new nuclear power plants. Sixty-eight nuclear power plants are currently under construction worldwide, most notably in China, India, South Korea, and Russia. The most significant increase in demand is expected to come from China as a result of its planned nuclear build-

out over the next two decades. There are currently 28 nuclear power plants under construction in China, with the majority scheduled for completion in 2016-2020. However, China has virtually no current domestic uranium production. In 2010, China surpassed the United States as the world’s largest energy consumer. Uranium demand is forecasted to grow from 5.5 million lbs in 2009 to 63 million lbs by 2030. (RBC Capital Markets: Uranium Market Outlook: Second Quarter-2011). In 2010, Cameco Corp.

signed the first of two long-term contracts with Chinese owned utilities for the delivery of

uranium. Additional long-term demand is anticipated from other Asian countries, most notably India and South Korea, as they expand their planned nuclear build-out.

The following is a list of selected countries with planned, proposed, or under construction nuclear plants as of September, 2013:

Country Construction Planned Proposed Total

China 28 61 118 207

India 7 18 39 64

Russia 10 28 18 56

USA 3 9 15 27

France 1 1 1 3

Ukraine 0 2 11 13

South Korea 5 6 0 11

Canada 0 2 3 5

Others 14 48 109 171

Total 68 175 314 557

Source: World Nuclear Association Website (World Nuclear Power Reactors & Uranium

Requirements) - www.world-nuclear.org (Updated September, 2013)

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

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Outlook (continued)

Uranium demand/supply imbalance

A global uranium demand/supply imbalance has existed for several years, creating a potential for significantly higher uranium prices over the long-term. While a rapidly rising uranium

price between 2004-2007 stimulated the development of new supply, according to RBC Capital Markets it may not be enough to meet future demand. Despite the Fukushima nuclear accident, which occurred in March 2011, RBC Capital Markets initially forecasted supply deficits every year from 2012 onwards. (RBC Capital Markets: Uranium Market Outlook, Second Quarter-2011). However, declining uranium demand experienced by major producing companies like Cameco Corp., Uranium One Inc., and Paladin Energy Ltd. since Fukushima,

resulted in revised forecasts that have pushed out expected supply deficits to 2014 and beyond. In September, 2013, Raymond James again adjusted its previously modeled uranium shortfall, and now estimates that a uranium deficit may not emerge until 2020 (David Sadowski, Industry Report Changes, Raymond James, September 27, 2013)

Supply that met uranium production shortfalls from mining prior to the Fukushima event was derived from secondary sources, most notably the decommissioning of old Soviet nuclear weapons. Known as the "Megatons for Megawatts" treaty with Russia, secondary supply from Russia began entering the market in 1993. With the treaty not expected to be renewed after

it expires in November 2013, an estimated 24 million lbs of uranium will be removed from the market. It is expected that countries with existing or newly developing nuclear power plants will need to source long-life uranium assets from politically stable jurisdictions.

Since 2003, the increased uranium demand and higher prices, have stimulated new exploration and development of both new and previously explored uranium properties worldwide. This trend resulted in a strong supply response, most notably from Africa and Kazakhstan. The new production is primarily from lower grade deposits, which is not

sustainable over the long-term, without higher uranium prices. Uranium prices have declined to an eight year low since the Fukushima event. Higher prices will be necessary to encourage new production to long-term supply forecast deficits. To support a healthy global uranium

mining sector, general consensus among analysts including RBC Capital (Canada), Raymond James Canada, and Resource Capital Research (Australia) is that a uranium price of US $70-80/lb is required to stimulate new exploration and mine development worldwide, where the average deposit grade is considerably lower than the higher grade deposits found in

Saskatchewan’s Athabasca Basin.

The richest and lowest cost uranium deposits in the world are located in Saskatchewan’s Athabasca Basin, which is the primary exploration focus of Fission Uranium. The Company controls a substantial number of prospective exploration projects here. The entire Athabasca Basin and areas beyond its boundary have since been staked by many companies. It is here in the Athabasca Basin that the Company believes it is positioned to make a potential economic uranium discovery due to the high exploration potential of its properties and its experienced

management and technical team, having achieved earlier success with the Waterbury Lake discovery made by its predecessor company, Fission Energy.

Fission Uranium has approximately 195,602 Ha of exploration properties with uranium potential.

1. 100,718 Ha (51%) comprise the North Shore Property in Alberta; 2. 89,784 Ha (46%) are located in Saskatchewan in and around the Athabasca Basin; 3. 5,100 Ha (3%) comprise the Macusani Property in Peru.

Fission Uranium’s goal is to discover an economic uranium deposit through exploration. Exploration is subject to a number of risks and uncertainties, including: uncertainties related to exploration and development; uncertainties related to the nuclear power industry; the ability to raise sufficient capital

to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities, labour relations matters, and economic issues that could materially affect uranium exploration and mining.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

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Fukushima, Japan & its Impact on the General Outlook for the Nuclear Power & Uranium Markets

In March 2011, an earthquake and tsunami in Japan caused cooling systems at the Fukushima Daiichi nuclear reactor to fail, and radioactive materials were released. This event continues to impact uranium demand in the short and medium term. It has caused delay, and in some parts of the world, discouraged the nuclear build-out, which in turn has negatively impacted the near-term demand of uranium, resulting in the uranium price declining in value to a seven year low. Japan is the world’s third largest user of nuclear power. Subsequent to the Fukushima event all 50

operating nuclear reactors, which consume approximately 21.3 million lbs of uranium per year were shut down for safety inspections. At the time of writing, Japan’s only two operating nuclear power plants are again off-line, as are the remaining 48 reactors, which has forced utility companies to import fossil fuels to maintain a reliable energy supply, leading to higher bills for consumers and industry, its first trade deficit in over three decades, and inflation hitting a five year high in

September. Overall energy import costs are expected to be double the amount in the year prior to

the Fukushima event. At the time of Fukushima, approximately 30% of Japan’s electrical output was derived from nuclear power, and plans were in place to increase this share to 50% by 2030. Uncertainty regarding Japan’s nuclear future and the long-term impact on the uranium market remains. However, new government nuclear safety regulations were adopted in July, providing a regulatory framework for up to 15 nuclear reactor restarts now planned for July, 2015.

The events in Japan have caused certain countries to make strong political statements to end their use of nuclear power. Germany stated its intention to close all seventeen nuclear reactors, while Switzerland suspended the approval process for three new nuclear reactors, later making the ban permanent. Switzerland’s five existing reactors, which supply 40% of the country’s power, will not be replaced at the end of their life span, with the last plant to go off-line in 2034. In November 2011, Mexico announced its plans to cancel the planned construction of ten nuclear power plants, and in May 2012, Brazil, which had initiated plans to construct between four and eight nuclear power plants

to 2030, has cancelled its program.

In contrast, there remains, many countries that continue to favor nuclear power. Long-term plans for the construction of the largest number of new nuclear power plants continue to come from: China, South Korea, Russia, and India. These countries are maintaining their current nuclear reactor development plans with a focus on increased safety. In 2012, China announced that it had completed

its nuclear inspections, and has since begun construction on four new nuclear reactors. New national nuclear safety regulations are scheduled to be completed and adopted by 2014.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 6 of 24 -

Performance and Summary Update

Source: Ux Consulting Company LLC, www.uxc.com The long-term contract price is published by the UX Consulting Company at the end of each month, while the spot price is announced weekly. The long-term price, which accounts for almost 80% of the global uranium bought and sold, reached an all-time high of US $95/lb in mid-2007 before declining to its current multi-year low of US $50/lb.,(September 30, 2013). During the same period, the

uranium spot price reached an all-time high of US $138/lb, before declining to an eight year low of US $34/lb on September 2, 2013. The current spot price is US $35.25/lb. (October 7 2013). The

declining trend exhibited by a consistently weaker spot uranium price directly corresponds with the Fukushima event and the reduced demand resulting from the suspension of nuclear reactor operations in Japan. It is uncertain how long the Fukushima nuclear event will impact the uranium sector. Most analyst

uranium price forecasts have been reduced for 2013 and 2014, which also includes factoring the impact of reduced demand from the global economic slowdown. While the last two years have been challenging for uranium companies, expectations are for generally higher uranium prices in the years ahead. Former RBC Capital analyst Adam Schatztker forecast "There is not enough uranium production, either current or planned, to satisfy reactor needs, initial core requirements and inventories for new reactors. A sustainably higher price should help resolve this gap." David

Sadowski, of Raymond James echoed similar comments in his industry report dated July 29, 2013, where he noted that the medium to long-term picture is “becoming increasingly compelling”. Cancellation of the Russian HEU contract, coupled with continued power plant construction in China and the recent Japanese government announcement of up to fifteen reactor restarts by 2015, are

expected to serve as near-term catalysts and exert upward pressure on prices in 2014-15 (Raymond James).

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 7 of 24 -

Performance and Summary Update (continued) The uranium market forecast to 2020 as prepared by RBC Capital (Canada) is shown below:

2007A 2008A 2009A 2010A 2011A 2012 2013E 2014E

$98.68 $63.02 $46.66 $46.46 $57.01 $48.73 $48.75 $65.00

2015E 2016E 2017E 2018E 2019E 2020E L-Term

$75.00 $75.00 $80.00 $80.00 $80.00 $80.00 $60.00

Source: RBC Capital Markets estimates from RBC Capital, “Uranium Weekly”, February 5, 2013. Cameco forecasts that 20% of world supply will need to come from exploration and development of new primary mine production over the next 10 years, but with the significant decline in uranium

prices since Fukushima, several new projects have now been categorized as uneconomic. Projects cancelled or deferred in 2012 include Yeelirrie and Kintyre in Australia (Cameco), Trekkopje in Namibia (AREVA), Imouraren in Niger (AREVA) and the Olympic Dam expansion in Australia (BHP). It

is significant that no projects were cancelled in the Athabasca Basin in 2012, and plans to reopen the McClean Lake mill to process uranium ore from Cameco and AREVA’s Cigar Lake mine is now expected to begin in 2014. Fission Uranium’s goal is to discover an economic uranium deposit through exploration. The Company's properties are located primarily in Saskatchewan’s Athabasca Basin, home of the richest and lowest cost uranium deposits in the world. The Athabasca Basin has remained the primary focus of

continued interest to uranium investors for the following reasons:

1. Rio Tinto’s successful acquisition of Hathor Exploration in 2012 introduced new competition to the Athabasca Basin in the form of a leading international uranium producer, while confirming Cameco’s intent to strengthen its position the region.

2. Completion of Fission Energy’s Arrangement with Denison in 2013, resulting in their

acquisition of the Waterbury Lake deposit, confirmed the premium value of deposits in the Athabasca Basin, despite an overall weak uranium price environment.

3. Fission Uranium’s new PLS shallow high grade uranium discovery announced late in 2012, was made in the underexplored western part of the Athabasca Basin, and resulted in a staking rush in the region.

Management continues to believe that long-term world-wide uranium demand and the corresponding nuclear power plant build-out will require new uranium supply to meet this expected new demand. As

such, management remains optimistic about the long-term prospects for the uranium market and Fission Uranium remains committed to advancing its exploration plans in the Athabasca Basin, where past and current exploration successes have enabled the Company to fund its operations and advance its business plan in an extremely challenging overall uranium market and difficult capital market environment for mineral exploration companies in general. Patterson Lake South (“PLS”) High-Grade Uranium Discovery (PLS Joint Venture: Fission Uranium 50% -

Alpha Minerals 50%)

In June, 2011, Fission Energy and its 50% Joint Venture partner Alpha Minerals Inc. (formerly ESO Uranium Corp) announced that field work completed on the Patterson Lake South Property (also known as the PLS Property), located in the south-west margin of Saskatchewan's Athabasca Basin, resulted in the discovery of a significant 5 km long x 1 km wide radioactive boulder field. The Joint Venture announced twenty-five (25) high grade boulders with grades over 10% U3O8 are reported

with highest grade assaying at 39.6% U3O8. Follow-up exploration work completed during the PLS winter 2012 program yielded additional radioactive boulders that assayed as high as 31.4%.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 8 of 24 -

Performance and Summary Update (continued) Patterson Lake South (“PLS”) High-Grade Uranium Discovery (PLS Joint Venture: Fission Uranium 50% -

Alpha Minerals 50%) (continued) During the summer 2012 program, Fission Energy announced that three drill holes intersected significant anomalous radioactivity with associated alteration along 823m of strike on the same EM

conductor identified from the property scale 2012 airborne VTEM survey. Analysis confirmed strong

alteration below the unconformity and continuous wide intervals of anomalous low grade uranium basement mineralization along with associated "pathfinder elements", typically associated with known high grade Athabasca Basin uranium deposits, suggests the presence of a large uranium-rich

alteration system in the area. In October 2012, core drilling resumed, in addition to rotary drilling to test for overburden characterization and help further define new key exploration targets in the vicinity of the boulder

field. On November 5, 2012, the Joint Venture announced discovery hole PLS12-022, which intersected near-surface off-scale (>9999 cps) radioactivity readings approximately 3.8km northeast of the high grade uranium boulder field. Subsequent step-out drilling continued to intersect broad

intervals of strong mineralization with intermittent intervals of off-scale radioactivity at shallow depths in the basement rocks, and plans for an expanded and aggressive winter 2013 exploration program were undertaken. Initial assays were announced on December 5, 2012, which confirmed high-grade mineralization within wide intersections at shallow depth. Results included 12.5m @ 2.49% U3O8, with additional assays as high as 11.1% U3O8.

On January 15, 2013, Fission Energy, as Operator of the PLS Joint Venture commenced, and by mid-April completed, a $4 million 10,100m diamond drill program totaling 46 drill holes, utilizing two drill rigs, to begin delineation and expansion the newly found mineralized area. A Moving Loop Time Domain Electro-Magnetic survey (MLTDEM) was also undertaken to help interpret structural information for identifying new prospective drill targets in the immediate area of mineralization and further along strike.

In March 2013, the discovery area was named the R00E zone, where 10 additional step-out holes intersected variable levels of radioactivity, with 8 of the holes intersecting significant mineralization including 6 holes intersecting off-scale radioactivity. Five additional successful step-out holes located approximately 390m east of the R00E zone was named the R390E zone. Delineation drilling in the R390E zone intersected 18.9m of off-scale mineralization in Hole PLS13-053, which represented the largest accumulation of discrete off-scale mineralization in any drill hole on PLS property to date. In addition, a third discovery of uranium mineralization with off-scale radioactivity, 780m to the east of

the original R00E discovery, was named the R780E zone. The first assay from the R390E zone (Hole PLS13-038) was received at the end of March, and included high grade results from both an upper and lower zone. The upper uranium zone (87.0m -121.0m) returned 34.0m grading 4.92% U3O8, including 12.5m of 12.93% U3O8 with the highest assay interval returning 35.1% U3O8 over 0.5m. The lower uranium zone assayed 0.96% U3O8 over

17.5m, including 5.5m of 2.07% U3O8, confirming the existence of high-grade uranium mineralization within wide intersections at shallow depth over an expanded strike length of 400m.

In April 2013, drill-hole PLS13-060 intersected 70m of mineralization over eight intervals within a 125m sequence of alternating basement rocks at the R780E zone. The considerably wider width suggests evidence of a large mineralized system. At the R390E zone, four additional step-out drill holes, all with varying intervals of off-scale radioactivity, expanded the mineralized strike length to

60m. Assays from 12 holes from the R00E zone showed a continuous area of broad, relatively flat lying zone of uranium mineralization at shallow depths. High grade assay results continually released through to the beginning of June, demonstrated significant growth of the R00E discovery zone and an 82% drilling success rate in the two newly discovered mineralized uranium zones (R390E, R780E).

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 9 of 24 -

Performance and Summary Update (continued) Patterson Lake South (“PLS”) High-Grade Uranium Discovery (PLS Joint Venture: Fission Uranium 50% -

Alpha Minerals 50%) (continued) Subsequent to the quarter and fiscal year ending June 30, 2013, the Joint Venture commenced a $6.95M, 44 hole, 11,000m summer drill program and ground geophysics surveys in July, with a core focus of expanding all three zones, which remained open in all directions. The first drill hole of the summer program (Hole PLS13-072) tested the western extension of R390E zone, and returned a broad 85.5m interval (62.0m – 147.5m) of variably radioactive mineralization including a total of

18.93m of off-scale (>9999 cps) radioactivity in numerous narrower intervals throughout. The off-scale radioactivity in this drill hole exceeded results from all previous drill holes to date. Hole PLS13-075, announced a few days later exceeded this result with 21.65m of off-scale radioactivity, further expanding the R390E zone strike to 105m.

Strong results continued throughout August. Hole PLS13-080 the first summer program hole drilled

on the R780E zone intersected a 13.41m composite of off-scale mineralization, including 7.6m continuous off-scale radioactivity. This hole returned the widest continuous and strongest results encountered so far at R780E Zone. Significant gold values were also encountered in all three zones, similar to other historical deposits discovered in the western part of the Athabasca Basin. In mid-August 2013, a new mineralized zone with off-scale radioactivity located 165m grid-east of the R780E zone was discovered and named R945E zone, bringing the total to 4 mineralized zones on

strike with each other along a 1.05km trend at the PLS Property. Hole PLS13-096 returned 103.5m total composite mineralization, including 9.92m total composite off-scale radioactivity recorded within several intervals and a discrete 3.19m of continuous off-scale radioactivity. In September 2013, a new mineralized zone with off-scale radioactivity, located 150m grid east of the R390E zone, approximately halfway between the R390E and R780E zones, was discovered and named the R585E zone, increasing the total to five mineralized zones on the PLS Property. The first

hole on line 585E, PLS13-098, intersected 76m total composite mineralization, including 7.62m total

composite off-scale radioactivity. High grade assays were received from Zone 390E, which included the best values to date at PLS, and perhaps, on par with some of the best results in the Athabasca Basin in many years. Hole PLS13-075 intersected 54.5m grading 9.08% U3O8, including 21.5m of 21.76% U3O8. The highest intercept assayed 52.5% U3O8 over 0.5m.

The strike length at the R390E zone was increased by 400% to approximately 255m with the gamma ray scintillometer results from eight additional holes drilled on the R390E Zone. At the time of writing most assays are pending. Plans are underway for the Winter 2014 exploration program.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 10 of 24 -

Performance and Summary Update (continued) Patterson Lake South (“PLS”) High-Grade Uranium Discovery (PLS Joint Venture: Fission Uranium 50% -

Alpha Minerals 50%) (continued) Map of the PLS discovery zones and Summer 2013 drill-holes:

Fission & Alpha Sign Definitive Agreement to Consolidate PLS Property (See also Subsequent Events)

On August 26, 2013, Fission Uranium made a proposal to acquire all the issued and outstanding shares of Alpha Minerals Inc. (“Alpha”). Further discussion and negotiation ensued, and on September 18th, Fission Uranium and Alpha announced the signing of a definitive arrangement agreement (the “Arrangement Agreement”), pursuant to which Fission Uranium proposes to acquire Alpha and its primary asset, its 50% interest in the Patterson Lake South Joint Venture (the “PLS

Joint Venture”), by way of plan of arrangement. This transaction would effectively consolidate 100% ownership of the PLS Property under Fission Uranium. Under the terms of the Arrangement Agreement, Fission Uranium has agreed to offer shareholders of Alpha 5.725 shares of Fission Uranium and a cash payment of $0.0001 for each Alpha share. In addition, Alpha shareholders will receive all of the common shares of a new company (“Alpha Spinco”) which will hold all of Alpha’s other non-cash assets and obligations unrelated to the PLS

Joint Venture. Similarly, Fission Uranium shareholders will receive common shares of a new company (“Fission Spinco”) which will hold all of Fission Uranium’s other non-cash assets and obligations unrelated to PLS Joint Venture. In addition, the terms of the Arrangement Agreement provide for each of Alpha Spinco and Fission Spinco to receive approximately $3 million in cash to fund future operations.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 11 of 24 -

Fission & Alpha Sign Definitive Agreement to Consolidate PLS Property (See also Subsequent Events) (continued)

Management information circulars containing further details of the transaction are currently under preparation and will be mailed to Fission Uranium and Alpha’s security holders in advance of their yet to be scheduled respective special shareholder meetings to approve the transaction. The completion of the transaction is subject to satisfaction of certain customary conditions, including but not limited to Fission Uranium and Alpha shareholder approvals, and court and regulatory approvals including acceptance by the TSX Venture Exchange.

Summary of Changes and Accomplishments for the Year Ended June 30, 2013 and Subsequent

July 2012: Winter 2012 exploration program at PLS Joint Venture indicates the presence of a uranium rich system, providing further evidence that the source of the high grade uranium

boulder field discovered in 2011, may be nearby;

November 2012: Announces discovery hole PLS12-022, which intersected near-surface off-scale radioactivity readings approximately 3.8km northeast of the high grade uranium boulder field. Four subsequent step-out holes all intersect significant mineralization at similar shallow depths in the basement rocks;

December 2012: Initial assays confirm high-grade mineralization within wide intersections at shallow depth. Results included 12.5m @ 2.49% U3O8, with additional assays as high as 11.1% U3O8 at the PLS property;

January 2013: Fission Energy, as Operator of the PLS Joint Venture commences a 10,100m diamond drill program to begin delineating and expanding the newly found mineralized area. Additional ground is staked on the southern flank of the property to cover possible boulder field extensions;

March 2013: The PLS discovery area, now named the R00E zone, is significantly expanded by 10 step-out holes, with 6 holes intersecting off-scale radioactivity. Drilling identifies a second mineralized zone with off scale radioactivity, approximately 390m east of the R00E zone and

is named the R390E zone. A third discovery of uranium mineralization with off-scale

radioactivity, 780m to the east of the original R00E discovery, is named the R780E zone; April 2013: Completed Arrangement Agreement with Denison Mines creating Fission Uranium

Corp. Fission Uranium begins trading on the TSX Venture Exchange under the symbol FCU; April 2013: Entered into a property option and joint venture agreement with Azincourt

Uranium Inc. (“Azincourt), whereby Azincourt can earn up to a 50% interest in the Patterson

Lake North Property (“PLN” Property); April-June 2013: High grade assay results continually released through to the beginning of

June, demonstrate significant growth of the R00E discovery zone and an 82% drilling success rate in the two newly discovered R390E and R780E mineralized uranium zones;

May 2013: Radon survey successfully identifies new drill targets for PLS summer drill program;

May 2013: Mr. William Marsh is appointed to the Board of Directors and Mr. Anthony Milewski

is appointed to the Executive Advisory Board; June 2013: Fission begins trading in the United States on OTCQX electronic trading platform

under the symbol FCUUF; June 2013: Mr. Jeremy Ross is appointed to the Board of Directors;

July 2013: Fission Uranium and partner file patent application for an invention entitled “System And Method For Aerial Surveying Or Mapping Of Radioactive Deposits”;

July 2013: Commenced a $6.95M, 44 hole, 11,000m summer drill program and ground

geophysics surveys at the PLS property, with a core focus of expanding all three zones; August 2013: Mr. Ted Clark, Chief of the Clearwater River Dene Nation, is appointed to the

Executive Advisory Board; July-September 2013: Two new mineralized zones with off-scale radioactivity are discovered

at PLS increasing the total number of high grade uranium mineralized zones to 5 along a 1.05km trend. Significant radioactive results are announced from all zones, concluding a

highly successful summer exploration program.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 12 of 24 -

Summary of Changes and Accomplishments for the Year Ended June 30, 2013 and Subsequent (continued)

September 2013: Hole PLS13-075 completed on the R390E zone returned the best

mineralized values to date at PLS: 54.5m grading 9.08% U3O8, including 21.5m of 21.76%

U3O8. The highest intercept assayed 52.5% U3O8 over 0.5m; September 2013: Entered into a definitive arrangement agreement with Alpha Minerals Inc.,

whereby Fission Uranium proposes to acquire Alpha and its primary asset, a 50% interest in the Patterson Lake South joint venture (the “PLS Joint Venture”), which would effectively consolidate 100% of the PLS property under Fission Uranium’s ownership and operatorship.

October 2013: Entered into a letter of intent with Brades Resource Corp. which sets out the basic terms upon which Fission Uranium would be prepared to enter into a property option

agreement.

Corporate Goals

The Corporate goals for the Company are noted below:

Acquire Alpha’s 50% interest in the PLS property, thereby consolidating 100% into one unified project under Fission Uranium’s ownership and operatorship to the benefit of all

shareholders;

Continue to advance exploration and development of the high grade uranium discoveries at the “flagship” PLS Property, which under consolidated ownership will streamline decision making and allow for cost savings from increased operating efficiencies; and

Pursue potential strategic opportunities that could enhance shareholder value.

Exploration Projects

A list of the Company’s 8 uranium exploration projects at June 30, 2013 is shown below:

Property Location Ownership Claims Hectares Stage

Carrying

Value ($CDN)

North Shore Athabasca Basin, AB 100% 28 100,718 C 3,464

Beaver River Athabasca Basin, SK 100% 6 15,373 A 11,654

Clearwater West Athabasca Basin, SK 100% 3 11,835 A 24,529

Manitou Falls Athabasca Basin, SK 100% 1 2,941 A 4,291

Patterson Lake North Athabasca Basin, SK 100% (*1) 10 27,408 C 4,458,945

Patterson Lake South Athabasca Basin, SK 50% (*2) 17 31,039 C 5,536,616

Thompson Lake Athabasca Basin, SK 100% 1 1,188 A 2,339

Macusani Peru, South America 100% 9 5,100 B -

Totals 75 195,602 10,041,838

Exploration Stage: A- Prospecting

B- Geophysical Exploration, Sampling, Line Cutting, IP Surveys C- Drilling

Notes: *1 - Property option and joint venture agreement with Azincourt *2 - Joint Venture with Alpha Minerals Inc.

Exploration is dependent on funding, joint venturing, and other operational capabilities, which are reviewed and evaluated on an ongoing basis. While management believes its properties have the potential for hosting an economic uranium deposit, exploration carries considerable risk and there is no guarantee that an economic mineral deposit will be discovered.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 13 of 24 -

Exploration Projects (continued) North Shore

Fission Uranium currently holds a 100% interest in the North Shore property located at the western edge of the Athabasca Basin, in northwestern Alberta, which was acquired through the Fission Energy Arrangement. The area has recently been subject to review of new land use designations by the Government of Alberta. As at June 30, 2013, ten of the twenty-eight Metallic and Industrial Mineral Permits (“MAIM permits”) are restricted by the proposed conservation lands, optional conservation lands, recreation and tourism areas, and river corridor routes under the Lower Athabasca Regional

Plan (“LARP”), and an additional claim is restricted over part of its area. On August 22, 2012 the Alberta government approved the LARP into legislature, and as a result Fission Uranium will not be permitted to explore on the ten affected MAIM permits, nor the affected area of the single partially-affected claim, and will thereby seek compensation consisting of 100% of expenditures relating to the project and for loss of future opportunities. Management will continue exploration on those MAIM

permits that have not been restricted.

In August 2013, Fission Uranium completed a 12,257 line-km high resolution airborne magnetic and radiometric survey at 50m line spacing over the entire property. The Company discovered two significant and strongly radioactive uranium source anomalous regions. Beaver River

The Beaver River property consists of six mineral claims totaling 15,373 Ha located on the north central edge of the Athabasca Basin in Saskatchewan approximately 44km east of Uranium City. The property was acquired in May 2013 by staking and is 100% owned by Fission Uranium. The property includes numerous confirmed electro-magnetic (“EM”) conductors and a number of uranium showings providing surface outcrop sample assays of up to 3.66% U3O8. In September 2013, Fission Uranium completed a 5,288 line-km high resolution airborne magnetic

and radiometric survey at 50m line spacing over the entire property. The Company has not yet

reviewed data and interpretations for the survey. Clearwater West Fission Uranium holds a 100% interest in the Clearwater West property which was acquired through

the Fission Energy Arrangement. The property comprises three contiguous claims covering 11,835 Ha. The property directly adjoins Fission Uranium’s Patterson Lake North property to the north. In September 2013, Fission Uranium completed a 5,454 line-km high resolution airborne magnetic and radiometric survey at 50m line spacing over the entire property. The Company has not yet reviewed data and interpretations for the survey.

Manitou Falls The Manitou Falls property consists of a single 2,941 Ha mineral claim located on the northeastern side of the Athabasca Basin, Saskatchewan approximately 74km east of Stoney Rapids. The property

was acquired in May 2013 by staking and is 100% owned by Fission Uranium. In September 2013, Fission Uranium completed a 1,054 line-km high-resolution airborne magnetic

and radiometric survey at 50m line spacing over the entire property. The Company has not yet reviewed the data and interpretations for the survey.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 14 of 24 -

Exploration Projects (continued) Patterson Lake North

Fission Uranium holds a 100% interest in the Patterson Lake North property which was acquired through the Fission Energy Arrangement. The property comprises 10 claims and 27,408 Ha. In 2005 an airborne magnetic and EM geophysical survey was conducted, with a more detailed follow-up airborne survey completed in 2006. This work was followed up by ground geophysics over 3 grids in the areas of greatest interest. These exploration techniques identified several previously unknown conductors, including a northwest southeast trending conductor, which appears to run parallel to the Anne Lake conductor. In

2007, a five hole drill program totaling 1,406m on the property located approximately 30km south of the advanced UEX-AREVA joint venture exploration and development project in the southwestern part of the Athabasca Basin was completed. The drilling tested two EM conductors. Assays were received during 2008 resulting in the discovery of significant alteration, geochemical anomalies, and structures commonly associated with unconformity type uranium deposits in the Athabasca Basin. A MEGATEM

airborne geophysical survey and a 6 hole 2,696m drill program were conducted in 2008.

On April 29, 2013 the Company entered into a property option and joint venture agreement with Azincourt Uranium Inc. (“Azincourt”). Azincourt has the option to earn up to a 50% interest in the property by making the following payments;

Interest

Earned Consideration

Work

Obligation

Cumulative

Consideration

Cumulative

Work

Obligation Option Expiry

$ $ $ $

10% 500,000 1,500,000 500,000 1,500,000 June 19, 2014

20% 750,000 3,000,000 1,250,000 4,500,000 June 19, 2015

35% 1,000,000 3,000,000 2,250,000 7,500,000 June 19, 2016

50% 2,500,000 4,500,000 4,750,000 12,000,000 June 19, 2017

The Company is the operator and is entitled to a management fee equal to 10% of expenditures for operator services. The Company retains a royalty interest in the property of 2% of the net smelter returns after Azincourt acquires any interest in the property. Azincourt has 90 days after each option term to either continue earning an additional interest in the property or to form a joint venture

agreement with Fission Uranium. If Azincourt elects not to earn more than the initial 10% interest in PLN the Company will have a right to buy out Azincourt’s interest for $500,000, payable by returning the consideration paid by Azincourt. A $0.53 million summer exploration program commenced in August 2013. The program is to consist of an airborne Versatile Time Domain Electromagnetic (“VTEM max”) geophysical survey and ground Time Domain Electromagnetic (“TDEM”) and Magnetotellurics (“MT”) geophysical surveys. The surveys will

assist in identifying and prioritizing drill targets for the anticipated 2014 winter drill program. The VTEM max airborne geophysical survey was completed at the end of August 2013 and consisted of a helicopter-borne 400m line-spaced VTEM max survey totaling 303 line-km over the northern half of the

property.

Patterson Lake South (“PLS”)

Fission Uranium holds a 50% interest in the Patterson Lake South project which was acquired through

the Fission Energy Arrangement. The property consists of 31,309 Ha in 17 mineral claims. On January 17, 2008 Fission Energy and Alpha Minerals Inc. (“Alpha”) entered into a 50:50 immediately vested joint venture exploration agreement. Under the agreement, both companies participate equally in exploration and management expenditures and title to the claims is now held equally in the name of Fission Uranium and Alpha. In December 2008, a 162 line-km MEGATEM Airborne Survey was completed over what is now defined as the Patterson Lake South project, the results of which formed the basis for developing

ground targets for future exploration.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 15 of 24 -

Exploration Projects (continued)

Patterson Lake South (“PLS”) (continued)

In October 2009, a 3,200 line-km high resolution airborne magnetic and radiometric survey was completed across the property. The results indicated a strong, 900 meter long train of radioactive boulders extending southwards off the original claim block. The boulder train runs south from a coincident radon soils anomaly (identified in earlier work completed by CanOxy Petroleum Ltd) that is centered over an extension of the Patterson conductor corridor that appears to have been disrupted by cross cutting structures. The survey implemented state of the art radiometric and high resolution magnetic measurement techniques and was flown on 50m line spacing with an average

magnetometer sensor altitude of 17m, by Special Projects Inc. of Calgary, Alberta. This survey targeted a corridor of conductors extending from the known Patterson Lake conductor to the NNE that had been previously identified from earlier airborne and ground surveys.

In June 2011, ground follow-up of the airborne radiometric survey, resulted in the discovery of a 5km long x 0.9km wide radioactive boulder field. A total of 74 radioactive boulders and ground stations

were identified. Forty-two of these or 57% produced "off-scale" (>9,999 counts per second [cps]) radioactive readings, as measured by hand held Exploranium GR-110G total count gamma-ray scintillometers. Of the 74 boulder samples and mineralized soil samples submitted, 9 samples returned anomalous gold values from 0.101 g/t gold to 2.43 g/t gold. The presence of gold is significant as it correlates with those uranium deposits found within the western part of the Athabasca Basin. Twenty-five boulders assayed at over 10% U3O8, with the highest grade boulder assaying at 39.6% U3O8. An additional 23 boulders provided assay values from 1.0% U3O8 to 10%

U3O8. During the year ended June 30, 2012, a trenching program yielded an additional 49 radioactive boulders with 19 boulders producing "off-scale "radioactive readings. A $2.1 million winter drill program commenced January 2012. A total of 16 holes in 2174m were completed from March to April of that year. Five holes encountered significant anomalous clay

alteration along 823m of strike length on the same EM conductor: PLS12-004, PLS12-013, PLS12-014, PLS12-015 and PLS12-016. Of these 5 holes, 3 holes (PLS12-013, PLS12-014 and PLS12-016) encountered weakly anomalous radioactivity within the altered bedrock lithology. Discovery drill-hole PLS12-016 returned results that included a 0.6m interval assaying 0.085% U3O8 and narrow

intercepts of 0.50m and 0.40m grading 0.06%, 0.102% and 0.058% U3O8 respectively.

Continued ground investigations during the Summer 2012 program resulted in the significant expansion of the high-grade uranium boulder field discovered in 2011. 17 of 40 radioactive boulder samples demonstrated “off-scale” radioactivity (>9,999 cps), extending the area to approximately 7.35km in length and up to 1km in width. A property-scale airborne VTEM magnetic and electromagnetic survey was completed during the Winter 2012 program. Ground resistivity and time domain electromagnetic surveys were extended on

the ‘Main’ grid which covers the conductors of interest up-ice from the high grade uranium boulder field. The DC Resistivity survey was successful in defining a number of potential targets based on conductivity, changes in the width of conductive packages and more subtle features indicating

possible cross structures. The DC Resistivity and VTEM were initially used for drill targeting with a limited amount of ground Superconducting Quantum Interference Device Electromagnetic (“SQUID-EM”) used to follow up and truth some of the VTEM picks. The SQUID-EM survey was successful at resolving basement conductor positions, apparent dips and conductivities.

A high resolution radiometric/magnetic airborne survey was conducted which covered the additional ground staked by Fission Energy in late 2011. Ground resistivity and time domain EM surveys were performed to verify and further detail results from previous airborne surveys.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 16 of 24 -

Exploration Projects (continued) Patterson Lake South (“PLS”) (continued)

Twelve rotary drill-holes totaling 1,541m were drilled on the PLS property October and November 2012. A 9 hole 1,630m core drilling program (Holes PLS12-017 to PLS12-025) commenced at the PLS property in November 2012. A 6.0m wide interval of high grade mineralization with massive visible pitchblende in veins (up to 21cm wide), blebs and flecks was intersected in the discovery drill-hole PLS12-022, located approximately 3.8km northeast of the high-grade boulder field. Subsequently step-out hole PLS12-044 intersected a 13.0m wide interval of strong mineralization including

intermittent intervals, totaling 2.14m of off-scale (>9999 cps) radioactivity. PLS12-025, collared 10m north of Hole PLS 12-024, intersected a 22.5m wide interval of strong mineralization including a narrow band of off-scale (>9999 cps) radioactivity. In each case, the mineralization occurs at shallow depth in basement rocks.

Patterson Geophysics Inc. (“PGI”) carried out SQUID-EM and Small Moving Loop Time-Domain

Electromagnetic (“SMLTEM”) ground surveys from December 13, 2012 to January 16, 2013 and March 24 to March 29, 2013. In total, 16.4 line-km of SQUID EM coverage, and 3.1 line-km of SMLTEM were completed. In February and April, 2013, RadonEx Ltd conducted Electret Ionization Chamber (“EIC”) radon in lake water and radon in lake sediment surveys. A total of 406 water samples and 318 sediment samples were collected. The surveys successfully outlined several zones of anomalous radon

measurements, including the known areas of drill-hole mineralization. A 2013 winter drill program totaled 10,183m (combination of reverse circulation and core drilling) in 46 completed drill-holes. Mineralization was intersected in 37 (80%) of the holes. Three separate uranium zones were discovered and partially delineated, spanning an overall strike length of approximately 850m within a 3km long anomalous resistivity low corridor coincident with a primary conductor. All 3 zones remain open in all directions.

A $6.95 million 44 hole, 11,000m summer drill program commenced in July 2013. Thompson Lake The Thompson Lake property consists of a single 1,188 Ha mineral claim located approximately 10km

outside the northwestern edge of the Athabasca Basin, Saskatchewan, 15km west of Uranium City. The property was acquired in May 2013 by staking and is 100% owned by Fission Uranium. It lies within 5km of the historic Lorado mine and within 2.5km of the historic Gulch deposit. In September 2013, Fission Uranium completed a 517 line-km high resolution airborne magnetic and radiometric survey at 50m line spacing over the entire property. The Company has not yet reviewed data and interpretations for the survey.

Macusani The Macusani property is located within southeastern Peru. Fission Uranium holds the rights to 9

mineral claim blocks encompassing 5,100 Ha including areas with known uranium mineralization, which was acquired through the Fission Energy Arrangement. Project permitting for activities including drilling and trenching is currently being finalized. There were no exploration activities during

the reporting period.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 17 of 24 -

Financings: Private Placements

Fission Energy Arrangement

Pursuant to the Fission Energy Arrangement, on April 25, 2013, the Company issued 149,445,871 shares in exchange for the net assets received from Fission Energy. The balance of share capital

immediately following the close of the Fission Energy Arrangement was $79,134,208.

Selected Annual Information

June 30 June 30 June 30

2013 2012 2011

$ $ $

Net loss and comprehensive loss (6,448,123) (4,157,161) (282,775)

Total assets 28,609,859 5,553,512 7,524,089

Total liabilities 4,002,317 1,489,351 1,910,721

Shareholders' equity 24,607,542 4,064,161 5,613,368

Basic and diluted loss per common share (0.04) (0.03) (0.00)

Summary of Quarterly Results

Quarter Ended

June 30

2013

March 31

2013

December

31 2012

September

30 2012

$ $ $ $

Exploration and evaluation assets 10,041,838 9,299,041 7,209,326 6,099,409

Working capital 15,983,541 (1,269,699) (367,712) (539,818)

Net loss and comprehensive loss (2,979,190) (1,495,409) (1,200,722) (772,802)

Net loss per share basic and diluted (0.02) (0.01) (0.01) (0.01)

Quarter Ended

June 30

2012

March 31

2012

December

31 2011

September

30 2011

$ $ $ $

Exploration and evaluation assets 5,273,726 8,548,259 7,936,204 7,475,091

Working capital (102,140) (624,570) 656 21,735

Net loss and comprehensive loss (3,152,146) (336,317) (408,452) (260,246)

Net loss per share basic and diluted (0.02) (0.00) (0.00) (0.00)

Results of Operations

The expenses incurred by the Company are typical of junior exploration and development companies that do not have established cash flows from mining operations. Changes in these expenditures from

quarter to quarter are impacted directly by non-recurring activities or events.

In the year ended June 30, 2013, the Company reported a net loss and comprehensive loss of $6,448,123 (($0.04) per basic share and diluted share) compared to a net loss and comprehensive loss of $4,157,161 (($0.03) per basic share and diluted share) in the year ended June 30, 2012.

Net loss and comprehensive loss for the year ended June 30, 2013 has increased in comparison to the prior year. The increase of net loss and comprehensive loss was primarily due to the Company becoming a stand-alone legal entity. Significant increases to consulting fees and wages and benefits

arose as a result of transition bonuses paid after the completion of the Fission Energy Arrangement. Professional fees increased significantly as a result of listing Fission Uranium on the TSX Venture Exchange and U.S. OTCQX and legal costs associated with the Fission Energy Arrangement. Share-based compensation increased as a result of 9,265,000 options that were granted during the year to Fission Uranium employees, directors, officers and consultants.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 18 of 24 -

Results of Operations (continued) The Company does not have any significant revenues other than exploration management fee income, expense recovery, rental income and interest and related investment income. The exploration management fee income for the year ended June 30, 2013 was $400,247 versus $85,635

for the comparative period. The increase is attributed to an increase in expenditures incurred at the Patterson Lake South project and from the property option and joint venture agreement entered into on the Patterson Lake North project. Interest and miscellaneous income for the year ended June 30, 2013 was $46,893 versus $Nil for the comparative period. Interest and miscellaneous income arose as a result of the cash Fission Uranium received from the Fission Energy Arrangement being invested in interest bearing redeemable term deposits.

Fourth Quarter Analysis For the three months ended June 30, 2013, the Company reported a net loss and comprehensive loss of

$2,979,190 (($0.02) per basic and diluted share) compared with a net loss and comprehensive loss of $3,152,146 (($0.02) per basic and diluted share) for the comparative period.

Net loss and comprehensive loss decreased in the quarter. Significant changes to net loss and comprehensive loss are as follows: an increase to consulting and directors fees (2013 $1,093,136; 2012 $42,736) as a result of transition bonuses paid after the completion of the Fission Energy Arrangement; an increase to office and administration (2013 $358,974; 2012 $26,861); an increase to professional fees (2013 $345,640; 2012 $18,275) as a result of listing Fission Uranium on the TSX Venture Exchange and U.S. OTCQX and legal costs associated with the Fission Energy Arrangement and incorporation of Fission Uranium; an increase to wages and benefits (2013 $1,034,254; 2012 $33,753) as a result of

transition bonuses paid after the completion of the Fission Energy Arrangement; and a significant decrease in exploration and evaluation write-downs (2013 $104,765; 2012 $3,715,435), the 2012 write-down resulted from the write-down of accumulated costs capitalized to the North Shore property and the write-down of the costs incurred in Peru for the quarter. The current quarter only includes a write down for the costs incurred for Peru for the current quarter.

Liquidity and Capital Resources

Fission Uranium is an exploration and evaluation company and has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of the amounts shown for exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon

future profitable production. The Company expects to rely upon equity financing and/or joint venturing project development with a partner as primary sources of funding. At June 30, 2013, the Company had cash and cash equivalents of $15,068,354 and short-term investments of $601,800 and a positive working capital balance of $15,983,541. At June 30, 2012, no amounts of cash and cash equivalents were allocated to Fission Uranium, no short-term investments were allocated, and the Company had a negative working capital balance of $102,140.

The change in the working capital from June 30, 2012 is primarily due to $17,518,145 cash and cash equivalents and $1,628,690 amounts receivable received as part of the Fission Energy Arrangement.

The Company’s accounts payable and accrued liabilities at June 30, 2013 were $2,338,172 compared to $170,924 as at June 30, 2012. The increase is primarily due to the Company becoming a stand-alone legal entity. The redeemable term deposits included in cash and cash equivalents are redeemable before maturity, and are readily available to the Company.

Cash inflow from financing activities totaled $25,994,013 for the year ended June 30, 2013 versus $2,446,322 for the comparative period. The major increases arose as a result of the Company receiving $17,518,145 in cash and cash equivalents as part of the Fission Energy Arrangement plus a $5,848,224 increase in funding from Fission Energy for operations.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 19 of 24 -

Liquidity and Capital Resources (continued) Other than the joint venture agreement with Alpha on Patterson Lake South where expenses are

shared equally, the Company has no exploration and evaluation asset agreements that require it to meet certain expenditures. Subsequent to the year ended June 30, 2013, the Company entered into a letter of engagement with Dundee Securities Ltd. (the “Lead Underwriter”), on behalf of a syndicate of underwriters including Raymond James Ltd., Cantor Fitzgerald Canada Corporation, Canaccord Genuity Corp. and Macquarie Capital Markets Canada Ltd. (collectively and together with the Lead Underwriter, the “Underwriters”)

under which the Underwriters have agreed to purchase 7,500,000 subscription receipts, exchangeable into flow-through common shares of the Company (the “Subscription Receipts”), by way of a private placement on a “bought deal” basis, subject to all required regulatory approvals, at a price per Subscription Receipt of $1.50, for total gross proceeds of $11,250,000. See also Subsequent Events for more details on the letter of engagement.

Related Party Transactions

The Company identified its directors and certain senior management as its key management personnel. The compensation costs for key management personnel are as follows:

June 30 June 30

2013 2012

Compensation Costs $ $

Wages and consulting fees paid to key

management personnel 1,346,159 -

Share-based payments for options granted

to key management personnel 285,540 -

1,631,699 -

Share-based payments represent the fair value calculations of options in accordance with IFRS 2 Share-based Payments granted to key management personnel.

Due to the fact that Fission Uranium was not incorporated until February 13, 2013, and the Fission Energy Arrangement was not completed until April 26, 2013, there were no officers or directors included in key management personnel prior to that date. The compensation costs reported for key management personnel therefore only reflects compensation costs after April 26, 2013. Included in accounts payable at June 30, 2013 is $25,747 (June 30, 2012 - $Nil) for consulting fees owing to companies controlled by key management personnel.

Included in amounts receivable at June 30, 2013 is $457,560 (June 30, 2012 - $Nil) for loans advanced to key management personnel.

These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Outstanding Share Data As at October 25, 2013, the Company has 151,502,270 common shares issued and outstanding, 13,525,916 incentive stock options outstanding with exercise prices ranging from $0.1628 to $1.34 per share and 3,115,000 share purchase warrants outstanding with an exercise price of $0.3528 per share.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 20 of 24 -

Financial Instruments The Company has classified its short-term investments as fair value through profit or loss. Cash and

cash equivalents and amounts receivable are classified as loans and receivables and are measured at amortized cost. Accounts payable and accrued liabilities are classified as other liabilities and are measured at amortized cost. Key Estimates and Judgments The preparation of consolidated financial statements requires management to make judgments,

estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. Exploration and evaluation expenditures

Accounts that require significant estimates as the basis for determining the stated amounts include

exploration and evaluation expenditures. The carrying amount and recoverability of exploration and evaluation expenditures requires management to make certain judgments in determining whether it is considered likely that future economic benefits will flow to the Company. Estimates and assumptions may change if new information becomes available. If, after having capitalized the exploration and evaluation expenditure, a judgment is made that the recovery of the expenditure is unlikely, the relevant capitalized amount will be written off in the statement of comprehensive loss in the period when the new information becomes available.

Share-based payments The Company uses the Black Scholes pricing model that requires management to use judgment in the inputs used in the model. Management makes various estimates and assumptions in the following inputs to the Black Scholes pricing model: expected life of the award, expected volatility, risk-free rate and forfeiture rates. Changes in any one of these inputs could cause a significant change in the fair value of

the option awards.

Significant Accounting Policies A summary of the Company’s significant accounting policies is included in Note 3 of the audited consolidated financial statements for the year ended June 30, 2013.

Recent Accounting Pronouncements Accounting standards effective July 1, 2013

IFRS 7, Financial Instruments: Disclosures The amendments to disclosure requirements in IFRS 7 emphasize the interaction between

quantitative and qualitative disclosures and the nature and extent of risks and amends credit risk disclosures. The Company is currently evaluating the impact to its consolidated financial statements.

IFRS 10, Consolidated financial statements IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its

power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces SIC-12 Consolidation-Special Purpose Entities and parts of IAS 27 Consolidated and Separate Financial Statements. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 21 of 24 -

Recent Accounting Pronouncements (continued) Accounting standards effective July 1, 2013 (continued)

IAS 28, Investments in Associates The standard was amended to include joint ventures in its scope and to address the changes in IFRS 10 to IFRS 12. The Company does not anticipate the application of IAS 28 to have a significant impact on its consolidated financial statements.

IFRS 11, Joint Arrangements In May 2011, the IASB issued IFRS 11, Joint Arrangements, which supersedes IAS 31, Interests in Joint Ventures and SIC 13, Jointly Controlled Entities – Non-Monetary Contributions by Venturers. The standard requires the Company to classify its interest in a joint arrangement as a joint venture

or joint operation. This standard will eliminate the use of proportionate consolidation when

accounting for joint ventures, as they will be accounted for using the equity method, whereas joint operations will be accounted for by recognizing the venturer’s share of the assets, liabilities, revenue and expenses. The Company is currently evaluating the impact IFRS 11 is expected to have on its consolidated financial statements. IFRS 12, Disclosure of Interests in Other Entities

The IASB has issued IFRS 12 Disclosure of Interest in Other Entities, which includes disclosure requirements about subsidiaries, joint ventures, and associates, as well as unconsolidated structured entities and replaces existing disclosure requirements. The Company is currently analyzing the possible impact of this standard on its consolidated financial statements. IFRS 13, Fair Value Measurement

IFRS 13, Fair Value Measurement: effective for annual periods beginning on or after January 1, 2013,

with early adoption permitted, sets out in a single IFRS a framework for measuring fair value and new required disclosures about fair value measurements. Management has not yet considered the potential impact of the adoption of IFRS 13. Accounting standards effective July 1, 2014

IAS 32, Financial Instruments: Presentation – Offsetting Financial Assets and Financial Liabilities In December 2011, the IASB issued an amendment to IAS 32. The amendment clarifies the meaning of “currently has a legally enforceable right to set off”. The amendments also clarify the application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The Company does not anticipate a significant

impact to its financial statements. IAS 36, Recoverable Amount Disclosures for Non-Financial Assets

In May 2013, the IASB issued an amendment to IAS 36. The amendment clarifies the disclosure requirements in respect of fair value less costs of disposal. The amendments require the disclosure of the

recoverable amount of an asset or cash generating unit at the time an impairment loss has been recognized or reversed and detailed disclosure of how the associated fair value less costs of disposal has been determined. The Company does not anticipate a significant impact to its financial statements.

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 22 of 24 -

Recent Accounting Pronouncements (continued) Accounting standards effective July 1, 2015

IFRS 9, Financial instruments IFRS 9 Financial Instruments: Classification and Measurement will replace IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 introduces new requirements for the impairment of financial assets measured at amortized cost and classification and measurement of financial instruments. Management has not yet considered the potential impact of the adoption of IFRS 9.

Subsequent Events Subsequent to June 30, 2013:

(a) The Company granted 450,000 options exercisable at $1.34 per share which expire on August 15, 2016 to employees and consultants;

(b) 694,921 stock options were exercised, 387,174 stock options expired, and 450,000 stock options were forfeited;

(c) 912,763 warrants were exercised;

(d) Fission Uranium entered into a definitive arrangement agreement (the “Arrangement

Agreement”) with Alpha Minerals Inc. (“Alpha”) dated September 17, 2013, which is expected

to be completed on or about December 4, 2013, pursuant to which Fission Uranium will

acquire Alpha and its primary asset, a 50% interest in the Patterson Lake South joint venture

(the “PLS Joint Venture”) the other 50% of which is held by Fission Uranium. Under the terms

of the Arrangement Agreement, Fission has agreed to offer shareholders of Alpha 5.725

shares of Fission Uranium and a cash payment of $0.0001 for each Alpha share held.

Additionally, Alpha shareholders will receive all of the common shares of a new company

(“Alpha Spinco”) which will be spun out from Alpha and hold all of Alpha’s exploration and

evaluation assets other than Alpha’s interest in the PLS Joint Venture, marketable securities,

and property and equipment located in Alpha’s office in Vancouver, BC (together the “Alpha

Spinco Assets”).

Similarly, the current shareholders of Fission Uranium will receive all of the common shares

of Fission 3.0 Corp. (“Fission Spinco”) which will be spun out from Fission Uranium and hold

all of Fission Uranium’s exploration and evaluation assets other than Fission Uranium’s

interest in the PLS Joint Venture, marketable securities, and property and equipment located

in Peru (together the “Fission Uranium Spinco Assets”).

Under the terms of the Arrangement Agreement, each of Alpha Spinco and Fission Spinco will

receive $3 million in cash to fund future operations. The transaction will take place by way of

a plan of arrangement. The transaction will be subject to regulatory and Alpha and Fission

Uranium shareholder approvals. In certain circumstances a $6 million break fee may be

payable;

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 23 of 24 -

Subsequent Events (continued)

(e) Completed a brokered private placement with Dundee Securities Ltd. (the “Lead

Underwriter”), on behalf of a syndicate of underwriters including Raymond James Ltd., Cantor

Fitzgerald Canada Corporation, Canaccord Genuity Corp. and Macquarie Capital Markets

Canada Ltd. (collectively and together with the Lead Underwriter, the “Underwriters”) under

which the Underwriters have purchased 7,500,000, plus an exercised over-allotment of

1,081,700, for a total of 8,581,700 subscription receipts, exchangeable into flow-through

common shares of the Company (the “Subscription Receipts”), at a price per Subscription

Receipt of $1.50, for total gross proceeds of $12,872,550 (the “Offering”).

The gross proceeds of the Offering were deposited in escrow and will be released from escrow

to the Company immediately following the closing of the Arrangement Agreement and after

the spinout of the Company’s non-Patterson Lake South assets and receipts of all required

third party and regulatory approvals (the “Escrow Release Conditions”). Consequently, the

subscribers will not receive shares in Fission Spinco.

In the event that the Escrow Release Conditions are not satisfied on or before December 10,

2013, the gross proceeds of the Offering, together with accrued interest earned thereon will

be returned to the holders of the Subscription Receipts and the Subscription Receipts will be

cancelled.

In connection with the Offering, the Underwriters, upon satisfaction of the Escrow Release

Conditions, will receive, i) in respect of the first 7,670,500 Subscription Receipts distributed,

a cash commission of 6.0% of the gross proceeds raised under the Offering and that number

of non-transferable broker warrants equal to 6% of the number of Subscription Receipts sold

and, ii) in respect of the 911,200 remaining Subscription Receipts distributed, a cash

commission equal to 6% of 40% of the gross proceeds from the sale of such Subscription

Receipts payable to the Underwriters and issue that number of non-transferable broker

warrants equal to 6% of 40% of such Subscription Receipts to the Underwriters. Each broker

warrant will be exercisable into one common share of the Company for a period of 24 months

from the Closing Date at a price of $1.50 per common share; and

Fission Uranium Corp. Management’s Discussion and Analysis For the year ended June 30, 2013

- Page 24 of 24 -

Subsequent Events (continued)

(f) Entered into a letter of intent (“LOI”) with Brades Resource Corp. (“Brades”) which sets out

the basic terms upon which Fission Uranium would be prepared to enter into a property

option agreement.

Under the terms of the LOI, Brades will have the option to earn up to a 50% interest in the Clearwater West property by issuing to Fission Uranium that number of common shares in

the capital stock of Brades on closing that comprises 9.9% of the then issued common shares of Brades, and by incurring a total of $5,000,000 in expenditures on the property in accordance with the following schedule;

Interest Earned Work Obligation

Cumulative

Work Obligation Term

$ $

Nil 700,000 700,000 12 Months

20% 2,000,000 2,700,000 24 Months

50% 2,300,000 5,000,000 36 Months

Under the terms of the LOI, Fission Uranium will retain a royalty interest in the property of 2% of the net smelter returns on any uranium extracted from the property. Fission Uranium will be the operator and will be entitled to a management fee equal to 10% of expenditures for operator services. The Clearwater West property will be included in the assets spun out from Fission Uranium to Fission Spinco.

10537384.1

SCHEDULE “2”

FISSION URANIUM CORP.

CODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTION

This Code of Business Conduct and Ethics (“Code”) has been adopted by our Board of Directors to summarize the standards of business conduct that must guide our actions. This Code applies to all directors, officers, and employees of Fission Uranium Corp. and its subsidiaries (the “Corporation”). The Corporation has issued this Code to deter wrongdoing and to promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• avoidance of conflicts of interest with the interests of the Corporation, including disclosure to an appropriate person of any material transaction or relationship that reasonably could be expected to give rise to such a conflict;

• confidentiality of corporate information;

• protection and proper use of corporate assets and opportunities;

• compliance with applicable governmental laws, rules and regulations;

• the prompt internal reporting of any violations of this Code to an appropriate person or person identified in the Code; and

• accountability for adherence to the Code.

This Code provides guidance to you on your ethical and legal responsibilities. We expect all directors, officers and employees worldwide to comply with the Code, and the Corporation is committed to taking prompt and consistent action against violations of the Code. Violation of the standards outlined in the Code may be grounds for disciplinary action up to and including termination of employment or other business relationships. Employees, officers and directors who are aware of suspected misconduct, illegal activities, fraud, abuse of the Corporation’s assets or violations of the standards outlined in the Code are responsible for reporting such matters.

Because rapid changes in our industry and regulatory environment constantly pose new ethical and legal considerations, no set of guidelines should be considered to be the absolute last word under all circumstances. Although laws and customs will vary in the many different countries in which we operate, our basic ethical responsibilities are global. In some instances, there may be a conflict between the laws of countries that apply to the operations of the Corporation. When you encounter such a conflict, you should consult the Corporation’s Legal Counsel to understand how to resolve that conflict properly.

BASIC OBLIGATIONS

Under the Corporation’s ethical standards, directors, officers and employees share certainresponsibilities. It is your responsibility to (a) become familiar with, and conduct Corporation

10537384.1

business in compliance with, applicable laws, rules and regulations and this Code; (b) treat all Corporation employees, customers and business partners in an honest and fair manner; (c) avoid situations where your personal interests are, or appear to be, in conflict with the Corporation interests; and (d) safeguard and properly use the Corporation’s proprietary and confidential information, assets and resources, as well as those of the Corporation’s customers and business partners.

Certain of the Corporation’s policies are complemented by specific responsibilities set forth in documents such as the Corporation’s Insider Trading Policy and the Corporation’s Disclosure Policy. Those polices should be separately consulted by the Corporation directors, officers and employees and are not incorporated by reference into this Code. Please consult with Human Resources for copies of any policies that you may require.

RAISING CONCERNS

If you should learn of a potential or suspected violation of the Code, you have an obligation to promptly report the violation. You may do so orally or in writing and, if preferred, anonymously. You have several options for raising concerns.

a. Raise your concerns with your superior or manager, if any;

b. Raise your concerns with your local Human Resources representative; or

c. Raise your concerns with the Corporation’s Chief Executive Officer or General Counsel, if any.

If the issue or concern is related to the internal accounting controls of the Corporation or any accounting or auditing matter, you may report it anonymously to the Audit Committee.

POLICY AGAINST RETALIATION

The Corporation prohibits any director or employee from retaliating or taking adverse action against anyone for raising in good faith suspected conduct violations or helping to resolve a conduct concern. Any individual who has been found to have engaged in retaliation against a Corporation director, officer or employee for raising, in good faith, a conduct concern or for participating in the investigation of such a concern may be subject to discipline, up to and including termination of employment or other business relationships. If any individual believes that he or she has been subjected to such retaliation, that person is encouraged to report the situation as soon as possible to one of the people detailed in the “Raising Concerns” section above.

CONFLICTS OF INTEREST

Directors, officers and employees should not engage in any activity, practice or act which conflicts with the interests of the Corporation. A conflict of interest occurs when a director, officer or employee places or finds himself/herself in a position where his/her private interests conflict with the interests of the Corporation or have an adverse effect on the employee’s motivation or the proper performance of their job. Examples of such conflicts could include, but are not limited to:

• accepting outside employment with, or accepting personal payments from, any organization which does business with the Corporation or is a competitor of the Corporation;

10537384.1

• accepting or giving gifts of more than modest value to or from vendors or clients of the Corporation;

• competing with the Corporation for the purchase or sale of property, services or other interests or taking personal advantage of an opportunity in which the Corporation has an interest;

• personally having immediate family members who have a financial interest in a firm which does business with the Corporation; and

• having an interest in a transaction involving the Corporation or a customer, business partner or supplier (not including routine investments in publicly traded companies).

Directors, officers and employees must not place themselves or remain in a position in which their private interests conflict with the interests of the Corporation.

If the Corporation determines that an employee’s outside work interferes with performance or the ability to meet the requirements of the Corporation, as they are modified from time to time, the employee may be asked to terminate the outside employment if he or she wishes to remain employed by the Corporation. To protect the interests of both the employees and the Corporation, any such outside work or other activity that involves potential or apparent conflict of interest may be undertaken only after disclosure to the Corporation by the employee and review and approval by management.

CONFIDENTIALITY CONCERNING CORPORATION AFFAIRS

It is the Corporation’s policy that business affairs of the Corporation are confidential and should not be discussed with anyone outside the organization except for information that has, already been made available to the public. As a prerequisite and condition of employment, all employees and officers must sign a written agreement confirming this obligation.

COMPETITION AND FAIR DEALING

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, not through unethical or illegal business practices. Information about other companies and organizations, including competitors, must be gathered using appropriate methods. Illegal practices such as trespassing, burglary, misrepresentation, wiretapping and stealing are prohibited. Each employee and officer should endeavour to respect the rights of, and deal fairly with, our customers, suppliers, competitors and employees. No employee, officer or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair business practice.

INSIDER TRADING

The Corporation encourages all employees to become shareholders on a long-term investment basis. However, management, employees, members of the Board of Directors and others who are in a “special relationship” with the Corporation from time to time, may become aware of corporate developments or plans which may affect the value of the Corporation’s shares (inside information) before these developments or plans are made public. Black Out periods occur certain times throughout the year and during this time, all Corporation employees, officers and directors are prohibited from buying or selling the Corporation’s securities on the TSX Venture Exchange. In order to avoid civil and criminal insider trading violations, the Corporation has

10537384.1

established an Insider Trading Policy. As a prerequisite and condition of employment, all employees and officers must sign an acknowledgment by which they agree to adhere to this policy.

TELECOMMUNICATIONS

Telecommunications facilities of the Corporation such as telephone, cellular phones, facsimile, internet and email are Corporation property. Use of these facilities imposes certain responsibilities and obligations on all employees, officers and directors. Usage must be ethical and honest with a view to preservation of and due respect for Corporation’s intellectual property, security systems, personal privacy, and freedom of others from intimidation, harassment, or unwanted annoyance.

DISCLOSURE

The Corporation is committed to providing timely, consistent and credible dissemination of information, consistent with disclosure requirements under applicable securities laws. The goal of our Disclosure Policy is to raise awareness of the Corporation’s approach to disclosure among the board of directors, officers and employees and those authorized to speak on behalf of the Corporation.

The Disclosure Policy extends to all employees and officers of the Corporation, its Board of Directors and those authorized to speak on its behalf. It covers disclosures in documents filed with the securities regulators and written statements made in the Corporation’s annual and quarterly reports, news releases, letter to shareholders, presentations by senior management, information contained on the Corporation’s web site and other electronic communications. Itextends to oral statements made in meetings and telephone conversations with members of the investment community (which includes analysts, investors, investment dealers, brokers, investment advisers and investment managers), interviews with the media as well as speeches and conference calls. As a prerequisite and condition of employment, all employees must sign an acknowledgment by which they agree to adhere to this policy, which is provided to the new hire prior to his/her start date.

ACCURACY OF CORPORATION RECORDS

Canadian public companies are required to record and publicly report all internal and external financial records in compliance with Canadian Generally Accepted Accounting Principles (GAAP) and for financial years beginning on or after January 1, 2011, in accordance with International Financial Reporting Standards (IFRS). Therefore, you are responsible for ensuring the accuracy of all books and records within your control and complying with all Corporation policies and internal controls. All Corporation information must be reported accurately, whether in internal personnel, safety, or other records or in information we release to the public or file with government agencies.

FINANCIAL REPORTING AND DISCLOSURE CONTROLS

Canadian public companies are required to file periodic and other reports with certain securities commissions and make certain public communications. For so long as we are a public company we will be required by these securities commissions to maintain effective “disclosure controls and procedures” so that financial and non-financial information is reported timely and accurately both to our senior management and in the filings we make. You are expected, within the scope of your employment duties, to support the effectiveness of our disclosure controls and procedures.

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COMPLIANCE WITH ALL LAWS, RULES AND REGULATIONS

The Corporation is committed to compliance with all laws, rules, and regulations, including laws and regulations applicable to the Corporation’s securities and trading in such securities, as well as any rules promulgated by any exchange on which the Corporation’s shares may be listed.

HEALTH AND SAFETY

The Corporation is committed to making the work environment safe, secure and healthy for its employees and others. The Corporation complies with all applicable laws and regulations relating to safety and health in the workplace. We expect each of you to promote a positive working environment for all. You are expected to consult and comply with all Corporation rules regarding workplace conduct and safety. You should immediately report any unsafe or hazardous conditions or materials, injuries, and accidents connected with our business and any activity that compromises Corporation security to your supervisor. You must not work under the influence of any substances that would impair the safety of others. All threats or acts of physical violence or intimidation are prohibited.

RESPECT FOR OUR EMPLOYEES

The Corporation’s employment decisions will be based on reasons related to our business, such as job performance, individual skills and talents, and other business-related factors. The Corporation policy requires adherence to all national, provincial or other local employment laws. In addition to any other requirements of applicable laws in a particular jurisdiction, the Corporation policy prohibits discrimination in any aspect of employment based on race, color, religion, sex, national origin, disability or age, within the meaning of applicable laws.

ABUSIVE OR HARASSING CONDUCT PROHIBITED

The Corporation prohibits abusive or harassing conduct by our employees and officers toward others, such as unwelcome sexual advances, comments based on ethnicity, religion or race, or other non-business, personal comments or conduct that make others uncomfortable in their employment with us. We encourage and expect you to report harassment or other inappropriate conduct as soon as it occurs.

PRIVACY

The Corporation, and companies and individuals authorized by the Corporation, collect and maintain personal information that relates to your employment, including compensation, medical and benefit information. The Corporation follows procedures to protect information wherever it is stored or processed, and access to your personal information is restricted. Your personal information will only be released to outside parties in accordance with the Corporation’s policies and applicable legal requirements. Employees, officers and directors who have access to personal information must ensure that personal information is not disclosed in violation of the Corporation’s policies or practices.

WAIVERS AND AMENDMENTS

Only the Board of Directors may waive application of or amend any provision of this Code. A request for such a waiver should be submitted in writing to the Board of Directors for its consideration. The Corporation will promptly disclose to investors all substantive amendments to the Code, as well as all waivers of the Code granted to directors or officers in accordance with applicable laws and regulations.

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NO RIGHTS CREATED

This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of our business. It is not intended to and does not, in any way, constitute an employment contract or an assurance of continued employment or create any rights in any employee, director, client, supplier, competitor, shareholder or any other person or entity.

Receipt of Code of Business Conduct and Ethics

I have received a copy of Fission Uranium Corp.’s (the “Corporation”) Code of Business Conduct and Ethics (the “Code”) and acknowledge that I have read and understand its contents. I understand my obligation to comply with this Code, and my obligation to report to appropriate personnel within the Corporation any and all suspected violations of this Code. I understand that the Corporation expressly prohibits any director, officer or employee from retaliating against any other such person for reporting suspected violations of the Code. I am familiar with all resources that are available if I have questions about specific conduct, Corporation policies, or the Code.

Printed Name:

Signature:

Position:

Date:

Please sign and date this receipt and return it to the Human Resources Department.

10537384.1

SCHEDULE “3”

FISSION URANIUM CORP.

AUDIT COMMITTEE CHARTER

INTRODUCTION

The Audit Committee (the “Committee” or the “Audit Committee”) of Fission Uranium Corp. (the “Corporation”) is a committee of the Board of Directors (the “Board”). The Committee shall oversee the accounting and financial reporting practices of the Corporation and the audits of the Corporation’s financial statements and exercise the responsibilities and duties set out in this Mandate.

MEMBERSHIP

Number of Members

The Committee shall be composed of three or more members of the Board.

Independence of Members

Whenever reasonably feasible members of the Audit Committee should be independent and shall have no direct or indirect material relationship with the Corporation. If less than a majority of the Board are independent, then a majority of the members of the Audit Committee may be made of members that are not independent of the Corporation, provided that there is an exemption in the applicable securities law, rule, regulation, policy or instrument (if any). “Independent” shall have the meaning, as the context requires, given to it in National Instrument 52-110 Audit Committees, as may be amended from time to time, subject to any exemptions or relief that may be granted from such requirements.

Chair

At the time of the annual appointment of the members of the Audit Committee, the Board shall appoint a Chair of the Audit Committee. The Chair shall be a member of the Audit Committee, preside over all Audit Committee meetings, coordinate the Audit Committee’s compliance with this Mandate, work with management to develop the Audit Committee’s annual work-plan and provide reports of the Audit Committee to the Board.

Financial Literacy of Members

At the time of his or her appointment to the Committee, each member of the Committee shall have, or shall acquire within a reasonable time following appointment to the Committee, the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

Term of Members

The members of the Committee shall be appointed annually by the Board. Each member of the Committee shall serve at the pleasure of the Board until the member resigns, is removed, or ceases to be a member of the Board. Unless a Chair is elected by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.

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MEETINGS

Number of Meetings

The Committee may meet as many times per year as necessary to carry out its responsibilities.

Quorum

No business may be transacted by the Committee at a meeting unless a quorum of the Committee is present. A majority of members of the Committee shall constitute a quorum.

Calling of Meetings

The Chair, any member of the Audit Committee, the external auditors, the Chairman of the Board, or the Chief Executive Officer or the Chief Financial Officer may call a meeting of theAudit Committee by notifying the Corporation’s Corporate Secretary who will notify the members of the Audit Committee. The Chair shall chair all Audit Committee meetings that he or she attends, and in the absence of the Chair, the members of the Audit Committee present may appoint a chair from their number for a meeting.

Minutes; Reporting to the Board

The Committee shall maintain minutes or other records of meetings and activities of the Committee in sufficient detail to convey the substance of all discussions held. Upon approval of the minutes by the Committee, the minutes shall be circulated to the members of the Board. However, the Chair may report orally to the Board on any matter in his or her view requiring the immediate attention of the Board.

Attendance of Non-Members

The external auditors are entitled to attend and be heard at each Audit Committee meeting. In addition, the Committee may invite to a meeting any officers or employees of the Corporation, legal counsel, advisors and other persons whose attendance it considers necessary or desirable in order to carry out its responsibilities. At least once per year, the Committee shall meet with the internal auditor and management in separate sessions to discuss any matters that the Committee or such individuals consider appropriate.

Meetings without Management

The Committee shall hold unscheduled or regularly scheduled meetings, or portions of meetings, at which management is not present.

Procedure

The procedures for calling, holding, conducting and adjourning meetings of the Committee shall be the same as those applicable to meetings of the Board.

Access to Management

The Committee shall have unrestricted access to the Corporation’s management and employees and the books and records of the Corporation.

DUTIES AND RESPONSIBILITIES

The Committee shall have the functions and responsibilities set out below as well as any other functions that are specifically delegated to the Committee by the Board and that the Board is authorized to delegate by applicable laws and regulations. In addition to these functions and

10537384.1

responsibilities, the Committee shall perform the duties required of an audit committee by any exchange upon which securities of the Corporation are traded, or any governmental or regulatory body exercising authority over the Corporation, as are in effect from time to time (collectively, the “Applicable Requirements”).

Financial Reports

General

The Audit Committee is responsible for overseeing the Corporation’s financial statements and financial disclosures. Management is responsible for the preparation, presentation and integrity of the Corporation’s financial statements and financial disclosures and for the appropriateness of the accounting principles and the reporting policies used by the Corporation. The auditors are responsible for auditing the Corporation’s annual consolidated financial statements and for reviewing the Corporation’s unaudited interim financial statements.

Review of Annual Financial Reports

The Audit Committee shall review the annual consolidated audited financial statements of the Corporation, the auditors’ report thereon and the related management’s discussion and analysis of the Corporation’s financial condition and results of operation (“MD&A”). After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the annual financial statements and the related MD&A.

Review of Interim Financial Reports

The Audit Committee shall review the interim consolidated financial statements of the Corporation, the auditors’ review report thereon and the related MD&A. After completing its review, if advisable, the Audit Committee shall approve and recommend for Board approval the interim financial statements and the related MD&A.

Review Considerations

In conducting its review of the annual financial statements or the interim financial statements, the Audit Committee shall:

(i) meet with management and the auditors to discuss the financial statements and MD&A;

(ii) review the disclosures in the financial statements;

(iii) review the audit report or review report prepared by the auditors;

(iv) discuss with management, the auditors and internal legal counsel, as requested, any litigation claim or other contingency that could have a material effect on the financial statements;

(v) review the accounting policies followed and critical accounting and othersignificant estimates and judgements underlying the financial statements as presented by management;

(vi) review any material effects of regulatory accounting initiatives or off-balance sheet structures on the financial statements as presented by management, including requirements relating to complex or unusual transactions, significant changes to accounting principles and alternative treatments

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under Canadian GAAP;

(vii) review any material changes in accounting policies and any significant changes in accounting practices and their impact on the financial statements as presented by management;

(viii) review management’s report on the effectiveness of internal controls over financial reporting;

(ix) review the factors identified by management as factors that may affect future financial results; and

(x) review any other matters, related to the financial statements, that are brought forward by the auditors, management or which are required to be communicated to the Audit Committee under accounting policies, auditing standards or Applicable Requirements.

Approval of Other Financial Disclosures

The Audit Committee shall review and, if advisable, approve and recommend for Board approval financial disclosure in a prospectus or other securities offering document of the Corporation, press releases disclosing, or based upon, financial results of the Corporation and any other material financial disclosure, including financial guidance provided to analysts, rating agencies or otherwise publicly disseminated.

Auditors

General

The Audit Committee shall be responsible for oversight of the work of the auditors, including the auditors’ work in preparing or issuing an audit report, performing other audit, review or attest services or any other related work.

Nomination and Compensation

The Audit Committee shall review and, if advisable, select and recommend for Board approval the external auditors to be nominated and the compensation of such external auditor. The Audit Committee shall have ultimate authority to approve all audit engagement terms and fees, including the auditors’ audit plan.

Resolution of Disagreements

The Audit Committee shall resolve any disagreements between management and the auditors as to financial reporting matters brought to its attention.

Discussions with Auditors

At least annually, the Audit Committee shall discuss with the auditors such matters as are required by applicable auditing standards to be discussed by the auditors with the Audit Committee.

Audit Plan

At least annually, the Audit Committee shall review a summary of the auditors’ annual audit plan. The Audit Committee shall consider and review with the auditors any material changes to the scope of the plan.

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Quarterly Review Report

The Audit Committee shall review a report prepared by the auditors in respect of each of the interim financial statements of the Corporation.

Independence of Auditors

At least annually, and before the auditors issue their report on the annual financial statements, the Audit Committee shall obtain from the auditors a formal written statement describing all relationships between the auditors and the Corporation; discuss with the auditors any disclosed relationships or services that may affect the objectivity and independence of the auditors; and obtain written confirmation from the auditors that they are objective and independent within the meaning of the applicable Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of chartered accountants to which the auditors belong and other Applicable Requirements. The Audit Committee shall take appropriate action to oversee the independence of the auditors.

Evaluation and Rotation of Lead Partner

At least annually, the Audit Committee shall review the qualifications and performance of the lead partner(s) of the auditors and determine whether it is appropriate to adopt or continue a policy of rotating lead partners of the external auditors.

Requirement for Pre-Approval of Non-Audit Services

The Audit Committee shall approve in advance any retainer of the auditors to perform any non-audit service to the Corporation that it deems advisable in accordance with Applicable Requirements and Board approved policies and procedures. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any member of the Audit Committee to whom this authority has been delegated must be presented to the full Audit Committee at its next scheduled Audit Committee meeting.

Approval of Hiring Policies

The Audit Committee shall review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.

Financial Executives

The Committee shall review and discuss with management the appointment of key financial executives and recommend qualified candidates to the Board, as appropriate.

Internal Controls

General

The Audit Committee shall review the Corporation’s system of internal controls.

Establishment, Review and Approval

The Audit Committee shall require management to implement and maintain appropriate systems of internal controls in accordance with Applicable Requirements, including internal controls over financial reporting and disclosure and to review, evaluate and approve these procedures. At least annually, the Audit Committee shall consider and review with management and the auditors:

(i) the effectiveness of, or weaknesses or deficiencies in: the design or operation of

10537384.1

the Corporation’s internal controls (including computerized information system controls and security); the overall control environment for managing business risks; and accounting, financial and disclosure controls (including, without limitation, controls over financial reporting), non-financial controls, and legal and regulatory controls and the impact of any identified weaknesses in internal controls on management’s conclusions;

(ii) any significant changes in internal controls over financial reporting that are disclosed, or considered for disclosure, including those in the Corporation’s periodic regulatory filings;

(iii) any material issues raised by any inquiry or investigation by the Corporation’s regulators;

(iv) the Corporation’s fraud prevention and detection program, including deficiencies in internal controls that may impact the integrity of financial information, or may expose the Corporation to other significant internal or external fraud losses and the extent of those losses and any disciplinary action in respect of fraud taken against management or other employees who have a significant role in financial reporting; and

(v) any related significant issues and recommendations of the auditors together with management’s responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and disclosure controls.

Compliance with Legal and Regulatory Requirements

The Audit Committee shall review reports from the Corporation’s Corporate Secretary and other management members on: legal or compliance matters that may have a material impact on the Corporation; the effectiveness of the Corporation’s compliance policies; and any material communications received from regulators. The Audit Committee shall review management’s evaluation of and representations relating to compliance with specific applicable law and guidance, and management’s plans to remediate any deficiencies identified.

Audit Committee Hotline Whistleblower Procedures

The Audit Committee shall establish procedures for (a) the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, orauditing matters; and (b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters. Any such complaints or concerns that are received shall be reviewed by the Audit Committee and, if the Audit Committee determines that the matter requires further investigation, it will direct the Chair of the Audit Committee to engage outside advisors, as necessary or appropriate, to investigate the matter and will work with management and the general counsel to reach a satisfactory conclusion.

Audit Committee Disclosure

The Audit Committee shall prepare, review and approve any audit committee disclosures required by Applicable Requirements in the Corporation’s disclosure documents.

Delegation

The Audit Committee may, to the extent permissible by Applicable Requirements, designate a sub-committee to review any matter within this mandate as the Audit Committee deems appropriate.

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NO RIGHTS CREATED

This Mandate is a statement of broad policies and is intended as a component of the flexible governance framework within which the Audit Committee, functions. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Corporation’s By-laws, it is not intended to establish any legally binding obligations.

MANDATE REVIEW

The Committee shall review and update this Mandate annually and present it to the Board for approval.

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SCHEDULE “4”

AUDITED FINANCIAL STATEMENTS OF FISSION

See attached.

Consolidated Financial Statements

Fission Uranium Corp.

For the Year Ended June 30, 2013

PricewaterhouseCoopers LLPPricewaterhouseCoopers Place, 250 Howe Street, Suite 700, Vancouver, British Columbia, Canada V6C 3S7T: 604 806 7000, F: 604 806 7806, www.pwc.com/ca

“PwC” refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.

October 25, 2013

Independent Auditor’s Report

To the Shareholders of Fission Uranium Corp.

We have audited the accompanying consolidated financial statements of Fission Uranium Corp. and itssubsidiaries which comprise the consolidated statements of financial position as at June 30, 2013, 2012and 2011 and the consolidated statements of comprehensive loss, changes in equity and cash flows for theyears then ended, and the related notes, which comprise a summary of significant accounting policies andother explanatory information.

Management’s responsibility for the consolidated financial statementsManagement is responsible for the preparation and fair presentation of these consolidated financialstatements in accordance with International Financial Reporting Standards, and for such internal controlas management determines is necessary to enable the preparation of consolidated financial statementsthat are free from material misstatement, whether due to fraud or error.

Auditor’s responsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audits.We conducted our audits in accordance with Canadian generally accepted auditing standards. Thosestandards require that we comply with ethical requirements and plan and perform the audits to obtainreasonable assurance about whether the consolidated financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures inthe consolidated financial statements. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the consolidated financial statements,whether due to fraud or error. In making those risk assessments, the auditor considers internal controlrelevant to the entity’s preparation and fair presentation of the consolidated financial statements in orderto design audit procedures that are appropriate in the circumstances, but not for the purpose of expressingan opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of accounting estimates made bymanagement, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide abasis for our audit opinion.

2

OpinionIn our opinion, the consolidated financial statements present fairly, in all material respects, the financialposition of Fission Uranium Corp. and its subsidiaries as at June 30, 2013, 2012 and 2011 and theirfinancial performance and cash flows for the years then ended in accordance with International FinancialReporting Standards.

Emphasis of matterWithout modifying our opinion, we draw attention the fact that, as described in note 3(b) to theconsolidated financial statements, Fission Uranium Corp. did not operate as a separate entity prior to thereorganization on April 26, 2013. The carve-out financial statements for the period up to April 26, 2013are, therefore, not necessarily indicative of results that would have occurred if Fission Uranium Corp. hadbeen a separate stand-alone entity during the years presented or of future results of Fission UraniumCorp.

signed “PricewaterhouseCoopers LLP”

Chartered Accountants

Fission Uranium Corp.

Consolidated Financial Statements

For the Year Ended

June 30, 2013

Table of contents Consolidated statements of financial position ............................................................................... 1

Consolidated statements of comprehensive loss ........................................................................... 2

Consolidated statements of changes in equity .............................................................................. 3

Consolidated statements of cash flows ........................................................................................ 4

Notes to the consolidated financial statements ......................................................................... 5-34

Fission Uranium Corp. Consolidated statements of financial position

(Expressed in Canadian dollars)

June 30 June 30 June 30

Note 2013 2012 2011

$ $ $

Assets

Current assets

Cash and cash equivalents 15,068,354 - -

Short-term investments 5 601,800 - -

Amounts receivable 6 2,550,144 68,784 1,844

Prepaid expenses 101,415 - -

18,321,713 68,784 1,844

Property and equipment 7 246,308 211,002 97,303

Exploration and evaluation assets 8 10,041,838 5,273,726 7,424,942

Total Assets 28,609,859 5,553,512 7,524,089

Liabilities

Current liabilities

Accounts payable and accrued liabilities 9 2,338,172 170,924 54,490

Deferred tax liability 13 1,664,145 1,318,427 1,856,231

Total Liabilities 4,002,317 1,489,351 1,910,721

Shareholders' Equity

Share capital 10 79,315,530 - -

Other capital reserves 10 487,206 14,074,664 11,466,710

Deficit (55,195,194) (10,010,503) (5,853,342)

24,607,542 4,064,161 5,613,368

Total Liabilities and Shareholders' Equity 28,609,859 5,553,512 7,524,089

Subsequent Events (Note 17)

Approved by the board and authorized for issue on October 25, 2013.

"Dev Randhawa"

Director

"Frank Estergaard"

Director

The accompanying notes form an integral part of these financial statements Page 1

Fission Uranium Corp. Consolidated statements of comprehensive loss

(Expressed in Canadian dollars)

Year Ended Year Ended Year Ended

June 30 June 30 June 30

Note 2013 2012 2011

$ $ $

Expenses

Business development 408,023 110,908 7,007

Consulting and directors fees 1,538,223 153,208 13,695

Depreciation 7 65,288 51,293 29,649

Office and administration 597,053 86,491 7,037

Professional fees 972,461 48,152 3,442

Public relations and communications 558,111 115,499 6,712

Share-based compensation 10(c) 924,087 161,632 25,200

Trade shows and conferences 176,764 40,704 5,122

Wages and benefits 1,383,438 117,143 8,102

6,623,448 885,030 105,966

Other items - income/(expense)

Exploration management fee income 400,247 85,635 -

Expense recovery 166,757 - -

Foreign exchange loss (8,821) (821) (157)

Gain on disposal of property and equipment - 2,612 -

Interest and miscellaneous income 46,893 - -

Rental income 13,597 - -

Unrealized gain on investments 177,311 - -

Exploration and evaluation write-down 8 (274,941) (3,897,361) (173,789)

521,043 (3,809,935) (173,946)

Loss before income taxes (6,102,405) (4,694,965) (279,912)

Deferred income tax (expense) recovery 13 (345,718) 537,804 (2,863)

Net loss and comprehensive loss for the year (6,448,123) (4,157,161) (282,775)

Basic and diluted loss per common share (0.04) (0.03) (0.00)

Weighted average number of common shares outstanding 149,469,474 149,445,871 149,445,871

The accompanying notes form an integral part of these financial statements Page 2

Fission Uranium Corp.Consolidated statements of changes in equity

(Expressed in Canadian dollars)

Total

Other capital shareholders'

Note Shares Amount reserves Deficit equity

$ $ $ $

Balance, July 1, 2010 - - 11,211,260 (5,570,567) 5,640,693

Funding and expenses paid by

Fission Energy - - 230,250 - 230,250

Share-based compensation - - 25,200 - 25,200

Net loss and comprehensive loss - - - (282,775) (282,775)

Balance, June 30, 2011 - - 11,466,710 (5,853,342) 5,613,368

Funding and expenses paid by

Fission Energy - - 2,446,322 - 2,446,322

Share-based compensation - - 161,632 - 161,632

Net loss and comprehensive loss - - - (4,157,161) (4,157,161)

Balance, June 30, 2012 - - 14,074,664 (10,010,503) 4,064,161

Funding and expenses paid by

Fission Energy - - 7,543,276 - 7,543,276

Assets contributed by

Fission Energy pursuant to the

Arrangement Agreement 2 - - 18,779,700 - 18,779,700

Adjustment for shares issued in

connection with the Fission

Energy Arrangement 2 & 10(a) - - 38,736,568 (38,736,568) -

Shares issued pursuant to

the Fission Energy Arrangement 2 & 10(a) 149,445,871 79,134,208 (79,134,208) - -

Exercise of stock options/warrants 448,715 181,322 - - 181,322

Share-based compensation 10(c) - - 487,206 - 487,206

Net loss and comprehensive loss - - - (6,448,123) (6,448,123)

Balance, June 30, 2013 149,894,586 79,315,530 487,206 (55,195,194) 24,607,542

Share capital

The accompanying notes form an integral part of these financial statements Page 3

Fission Uranium Corp. Consolidated statements of cash flows

(Expressed in Canadian dollars)

Year Ended Year Ended Year Ended

June 30 June 30 June 30

2013 2012 2011

$ $ $

Operating activities

Net loss and comprehensive loss (6,448,123) (4,157,161) (282,775)

Items not involving cash:

Depreciation 65,288 51,293 29,649

Share-based compensation 924,087 161,632 25,200

Unrealized gain on investments (177,311) - -

Gain on disposal of property and equipment - (2,612) -

Exploration and evaluation write-down 274,941 3,897,361 173,789

Deferred income tax expense (recovery) 345,718 (537,804) 2,863

(5,015,400) (587,291) (51,274)

Changes in non-cash working capital items:

Increase in amounts receivable (2,424,299) (66,940) (428)

Increase in prepaid expenses (46,783) - -

Increase in accounts payable and accrued liabilities 727,531 - -

Cash flow used in operating activities (6,758,951) (654,231) (51,702)

Investing activities

Property and equipment additions (100,593) (167,380) (46,096)

Property and equipment disposals - 5,000 -

Exploration and evaluation asset additions (9,470,009) (2,571,693) (193,333)

Exploration and evaluation asset cost recoveries 5,403,894 941,982 60,881

Cash flow used in investing activities (4,166,708) (1,792,091) (178,548)

Financing activities

Proceeds from exercise of stock options/warrants 181,322 - -

Funding received from Fission Energy for operations 8,294,546 2,446,322 230,250

Cash received pursuant to the Fission Energy Arrangement 17,518,145 - -

Cash flow from financing activities 25,994,013 2,446,322 230,250

Increase in cash and cash equivalents during the year 15,068,354 - -

Cash and cash equivalents, beginning of year - - -

Cash and cash equivalents, end of year 15,068,354 - -

Supplemental disclosure with respect to cash flows (Note 11)

The accompanying notes form an integral part of these financial statements Page 4

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 5

1. Nature of operations

Fission Uranium Corp. (the “Company” or “Fission Uranium”) was incorporated on February 13, 2013 under the laws of the Canada Business Corporations Act as part of a plan of arrangement to reorganize Fission Energy Corp. (“Fission Energy”) which was completed on April 26, 2013 (see note 2). The Company’s principal business activity is the acquisition and

exploration of exploration and evaluation assets. To date, the Company has not generated significant revenues from operations and is considered to be in the exploration stage. The Company’s head office is located at 700 – 1620 Dickson Ave., Kelowna, BC, V1Y 9Y2 and it is listed on the TSX-Venture Exchange under the symbol FCU and on the U.S. OTCQX under the symbol FCUUF.

The Company has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of the amounts shown for

the exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves, and upon future profitable production.

2. Fission Energy Arrangement Agreement

On April 26, 2013, Fission Energy and Denison Mines Corp. (“Denison”) completed an Arrangement Agreement (the “Agreement”) pursuant to which Denison acquired all of the

issued and outstanding shares of Fission Energy with Fission Energy spinning out certain assets into Fission Uranium by way of a court approved plan of Arrangement (the “Fission Energy Arrangement”).

Pursuant to the Agreement, Denison acquired a portfolio of uranium exploration projects including Fission Energy’s 60% interest in the Waterbury Lake uranium project, as well as Fission Energy’s exploration interests in all other properties in the eastern part of the

Athabasca Basin, its interest in two joint ventures in Namibia plus its assets in Quebec and

Nunavut (together, the “Assets”). Assets spun out to Fission Uranium primarily consisted of the Patterson Lake North (“PLN”), Patterson Lake South (“PLS”), Clearwater West, North Shore, and Peru properties (together “the Property”) and $17,518,145 in cash.

The consideration received by the shareholders of Fission Energy consisted of 0.355 of a common share of Denison, a nominal cash payment of $0.0001 and 1 common share of Fission Uranium for each common share of Fission Energy held. Fission Energy’s outstanding

options and warrants were adjusted in accordance with their terms such that the number of Denison shares and Fission Uranium shares received upon exercise and their respective exercise prices reflect the exchange ratio described above.

These financial statements have been prepared on a continuity of interest basis after the spin out. Prior to the spin out, these financial statements have been prepared on a carve out basis in accordance with a financial reporting framework specified in subsection 3.11(6) of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards for carve-out

financial statements.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 6

2. Fission Energy Arrangement (continued)

The carrying value of the net assets contributed (note 3(b)) pursuant to the Fission Energy Arrangement consisted of the following:

$

Assets

Cash 17,518,145

Short-term investments 24,489

Amounts receivable 1,628,690

Prepaid expenses 54,632

Property and equipment 174,129

Exploration and evaluation assets 10,047,622

Total Assets 29,447,707

Liabilities

Accounts payable and accrued liabilities (38,293)

Deferred tax liability (2,406,224)

Total Liabilities (2,444,517)

Carrying value 27,003,190

Shares issued pursuant to the Fission Energy Arrangement (79,134,208)

Accumulated losses (see below) 13,394,450

Adjustment for shares issued in connection with

the Fission Energy Arrangment (38,736,568)

An adjustment of $38,736,568 was made through accumulated deficit to reconcile i) the

allocated Fission Energy income and expenses which cumulatively amounted to $13,394,450 up to the close of the Arrangement Agreement; and ii) the carrying values of the net assets contributed and recorded under the continuity of interest accounting, to the common shares

issued in connection with the closing of the Fission Energy Arrangement on April 26, 2013.

The consolidated statement of changes in equity includes an amount of $18,779,700 which represents the assets contributed on April 26, 2013 by Fission Energy pursuant to the Arrangement Agreement. The amount mainly includes the cash and working capital items

transferred to Fission Uranium as part of the spin out. Other assets have been reflected in these financial statements at earlier dates in accordance with the continuity of interest basis of accounting

3. Significant accounting policies

(a) Statement of Compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International

Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRICs”) and the former Standing Interpretations Committee (“SICSs”) as at June 30, 2013.

These are the Company’s first consolidated financial statements prepared in accordance with IFRS. The comparative figures presented in these financial statements are in accordance with IFRS.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 7

3. Significant accounting policies (continued)

(b) Basis of Presentation

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value.

As the shareholders of Fission Energy continued to hold their respective interests in

Fission Uranium; there was no resultant change of control in either the Company, or the assets and business acquired. The Fission Energy Arrangement has thus been determined to be a common control transaction (capital reorganization), and is excluded from the scope of IFRS 3 (R), Business Combinations.

Prior to the date of the spin out, these consolidated financial statements reflect the assets, liabilities, operations and cash flows of the assets and liabilities of Fission

Uranium, other than the assets described in note 2 on a ‘carve out’ basis from the

financial statements and accounting records of Fission Energy.

Under the continuity of interest accounting the assets and liabilities transferred are recorded at their pre-combination carrying values adjusted for any tax elections. The statements of comprehensive loss include the allocated income and expenses from the acquired business. The income and expenses, where possible, have been allocated directly from Fission Energy and all remaining income and expenses have been allocated on a pro-rata basis based on the level of exploration and evaluation activities

for the period up to April 26, 2013. The carve-out entity did not operate as a separate legal entity and as such, the financial statements may not be indicative of the financial performance of the carved out entity on a standalone basis and do not necessarily reflect what its results of operations, financial position and cash flows would have been had the carve out entity operated as an independent entity during the years presented.

The cash and other working capital balances of Fission Energy prior to the Fission Energy Arrangement have not been allocated to the historical carved-out financial statements of Fission Uranium as these amounts were managed centrally by Fission Energy. Accordingly it was not practicable to allocate these amounts between the Property spun out to Fission Uranium and the assets retained by Fission Energy until the date of the Agreement.

At the date of the spin out, assets and liabilities transferred are recorded at their

carrying values without fair value uplift.

(c) Basis of Consolidation

The consolidated financial statements of the Company include the following subsidiaries:

Name of Subsidiary

Place of

Incorporation

Ownership

Interest

Basis of

Presentation

Fission Energy Peru S.A.C Peru 100% Consolidated

Minera Peruran S.A.C Peru 100% Consolidated

The Company consolidates the wholly owned subsidiaries on the basis that it controls these subsidiaries through its ability to govern their financial and operating policies.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 8

3. Significant accounting policies (continued)

(d) Financial Assets

All financial assets are initially recorded at fair value and designated upon initial recognition into one of the following four categories: held to maturity, available for sale, loans and receivables or at fair value through profit or loss (“FVTPL”).

Financial assets are recognized as FVTPL if the Company manages such investments and makes sure purchase and sale decisions are based on the fair value in accordance with the Company’s risk management strategy or when the financial assets are acquired principally for resale in the short term. Financial assets classified as FVTPL are measured at fair value with unrealized gains and losses recognized through profit or loss.

Transaction costs associated with FVTPL financial assets are expensed as incurred,

while transaction costs associated with all other financial assets are included in the initial carrying amount of the asset.

The Company has classified its short-term investments as FVTPL. Financial assets classified as loans and receivables and held to maturity assets are measured at amortized cost. The Company’s cash and cash equivalents and amounts receivable are classified as loans and receivables.

Financial assets classified as available for sale are measured at fair value with

unrealized gains and losses recognized in other comprehensive income and loss except for losses in value that are considered other than temporary which are recognized in profit or loss. At June 30, 2013, and June 30, 2012, the Company has not classified any financial assets as available for sale.

(e) Cash and Cash Equivalents

Cash and cash equivalents consist of deposits in banks and redeemable term deposits

that are readily convertible to cash. The Company’s cash and cash equivalents are invested with major financial institutions and are not invested in any asset backed deposits/investments.

(f) Short-term Investments

Marketable securities are recorded at their fair market value on the date of acquisition and are classified as FVTPL. The carrying value of the securities is adjusted at each subsequent reporting period to the fair value (based upon the market price and the

Bank of Canada quoted exchange rate if applicable) with the resulting unrealized gains or losses included in profit or loss for the period. Transaction costs relating to the purchase of marketable securities are expensed directly to profit or loss.

(g) Foreign Currency Translation

The consolidated financial statements are presented in Canadian dollars. The financial statements for each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the subsidiary operates (the “functional

currency”). Each entity in the Company determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 9

3. Significant accounting policies (continued)

(g) Foreign Currency Translation (continued)

The functional currency of the Company, and the Company’s subsidiaries are as follows:

(i) Fission Uranium Corp. – Canadian Dollar

(ii) Fission Energy Peru S.A.C. – Peruvian New Sol

(iii) Minera Peruran S.A.C. – Peruvian New Sol

Transactions and Balances

Foreign currency transactions are translated into the Company’s functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at

exchange rates prevailing at the reporting date are recognized in profit or loss.

Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

Foreign Operations

The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and income and expenses are translated at exchange rates prevailing at the dates of transactions. The exchange

differences arising on the translation are recognized in other comprehensive income. On disposal of a foreign operation, the component of other comprehensive income relating to that particular foreign operation is recognized in profit or loss.

(h) Property and Equipment

Property and equipment is stated at cost, less accumulated depreciation. Depreciation is calculated on a straight line basis at the following annual rates based on estimated

useful lives:

Geological equipment 20% Vehicles 30% Office equipment 20% Computer hardware 30% Computer software 50% Building 4%

An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal of the asset, determined as the difference between the net

disposal proceeds and the carrying amount of the asset, is recognized in profit or loss.

When an item of property and equipment comprises major components with different useful lives, the components are accounted for as separate items of property and equipment.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 10

3. Significant accounting policies (continued)

(i) Exploration and Evaluation Assets

The Company records exploration and evaluation assets which consists of the costs of acquiring licenses for the right to explore and costs associated with exploration and evaluation activity, at cost. All direct and indirect costs related to the acquisition,

exploration and development of exploration and evaluation assets are capitalized by property.

The exploration and evaluation assets are capitalized until the exploration and evaluation assets to which they relate are placed into production, disposed of through sale or where management has determined there to be an impairment. If an exploration and evaluation property interest is abandoned, both the acquisition costs

and the exploration and evaluation cost will be written off to operations in the period

of abandonment.

On an ongoing basis, exploration and evaluation assets are reviewed on a property-by-property basis to consider if there are any indicators of impairment. If any indication of impairment exists, an estimate of the exploration and evaluation assets’ recoverable amount is calculated. The recoverable amount is determined as higher of the fair value less costs to sell for the exploration and evaluation property interest and their value in use. The fair value less costs to sell and the value in use is determined

for an individual exploration and evaluation property interest, unless the exploration and evaluation property interest does not generate cash inflows that are largely independent of other exploration and evaluation property interests. If this is the case, the exploration and evaluation property interests are grouped together into cash generating units (“CGUs”) for impairment purposes. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the

asset is reduced to its recoverable amount and the impairment loss is recognized in

profit or loss for the period.

The Company’s determination for impairment is also based on:

(i) Whether the exploration on the exploration and evaluation assets have significantly changed, such that previously identified resource targets are no longer being pursued;

(ii) Whether exploration results to date are promising and whether additional

exploration work is being planned in the foreseeable future; and

(iii) Whether remaining claim tenure terms are sufficient to conduct necessary studies or exploration work.

Where an impairment subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate and its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior periods. A

reversal of an impairment loss is recognized in the period in which that determination was made in profit or loss.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 11

3. Significant accounting policies (continued)

(j) Financial Liabilities

All financial liabilities are initially recorded at fair market value and designated upon initial recognition as FVTPL or other financial liabilities.

Financial liabilities classified as other financial liabilities are initially recognized at fair

value. After initial recognition, other financial liabilities are subsequently measured at amortized cost using the effective interest rate method. The effective interest rate method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. The Company’s accounts

payable and accrued liabilities are classified as other financial liabilities.

Derivatives, including separate embedded derivatives are also classified as FVTPL and recognized at fair value with changes in fair value recognized in profit and loss unless they are designated as effective hedging instruments. The Company has no liabilities or derivatives classified as FVTPL. Fair value changes on financial liabilities classified as FVTPL are recognized in profit or loss.

(k) Flow-through Shares

Resource expenditure deductions for income tax purposes related to exploration

activities funded by flow-through share arrangements are renounced to investors under Canadian income tax legislation. On issuance, the Company separates the flow-through share into i) a flow-through share premium, equal to the difference between the current market price of the Company’s common shares and the issue price of the flow through share and ii) share capital. Upon expenses being incurred, the Company recognizes a deferred tax liability for the amount of tax reduction renounced to the

shareholders. The premium is recognized as other income and the related deferred tax is recognized as a tax provision.

Proceeds received from the issuance of flow-through shares must be expended on Canadian resource property exploration within a period of two years. Failure to expend such funds after the end of the first year as required under the Canadian income tax legislation will result in a Part XII.6 tax to the Company on flow-through proceeds renounced under the “Look-back” Rule. When applicable, this tax is accrued as a

financial expense until paid.

(l) Share-based Payments

The Company has a stock option plan whereby it is authorized to grant stock options to directors, officers, employees and consultants. Directors, officers, employees and consultants are classified as employees who render personal services to the entity and either i) regarded as employees for legal or tax purposes, ii) work for an entity under

its direction in the same way as directors, officers, employees and consultants who are

regarded as employees for legal or tax purposes, or iii) the services rendered are similar to those rendered by employees.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 12

3. Significant accounting policies (continued)

(l) Share-based Payments (continued)

The fair value of stock options issued to employees is measured on the grant date, using the Black-Scholes option pricing model with assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the Company’s

common shares and an expected life of the options. The fair value less estimated forfeitures is charged over the vesting period of the related options to profit or loss unless it meets the criteria for capitalisation to the exploration and evaluation costs with a corresponding credit to other capital reserves in equity. Stock options granted with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.

The share-based awards issued to non-employees are generally measured on the fair

value of goods or services received unless that fair value cannot be reliably measured. This fair value shall be measured at the date the entity obtains the goods or the counterparty renders service. If the fair value of goods or services received cannot be reliably measured, the fair value of the share-based payments to non-employees are periodically re-measured using the Black-Scholes option pricing model until the counterparty performance is complete.

When the stock options are exercised, the proceeds are credited to share capital and

the fair value of the options exercised is reclassified from other capital reserves to share capital. The estimated forfeitures are based on historical experience and reviewed on a quarterly basis to determine the appropriate forfeiture rate based on past, present and expected forfeitures. Management uses the dynamic model to calculate the estimated forfeitures.

(m) Income Taxes

Current tax is the expected tax payable or receivable on the local taxable income or loss for the year, using local tax rates enacted or substantively enacted at the end of each reporting period, and includes any adjustments to tax payable or receivable in previous years.

Deferred income taxes are recorded using the liability method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax is measured at the

tax rates that are expected to be applied to temporary differences when they are realized or settled, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible

temporary differences, to the extent that it is probable that future tax profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 13

3. Significant accounting policies (continued)

(n) Loss per Share

The Company presents basic and diluted loss per share for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period.

Diluted loss per share does not adjust the gain or loss attributable to common shareholders when the effect is anti-dilutive.

(o) Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant control over the other party in making

financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a

transfer of resources, services or obligations between related parties.

(p) New Standards, Amendments and Interpretations Not Yet Effective

The IASB issued a number of new and revised International Accounting Standards, IFRS amendments and related interpretations which are effective for the Company’s financial year beginning on or after July 1, 2013.

Accounting standards effective July 1, 2013

IFRS 7, Financial Instruments: Disclosures

The amendments to disclosure requirements in IFRS 7 emphasize the interaction between quantitative and qualitative disclosures and the nature and extent of risks and amends credit risk disclosures. The Company is currently evaluating the impact to

its consolidated financial statements.

IFRS 10, Consolidated Financial Statements

IFRS 10 requires an entity to consolidate an investee when it is exposed, or has rights,

to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Under existing IFRS, consolidation is required when an entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. IFRS 10 replaces SIC-12 Consolidation-Special Purpose Entities and parts of IAS 27 Consolidated and Separate Financial Statements. The Company is currently evaluating the impact the final standard is expected to have on its consolidated financial statements.

IAS 28, Investments in Associates

The standard was amended to include joint ventures in its scope and to address the changes in IFRS 10 to IFRS 12. The Company does not anticipate the application of IAS 28 to have a significant impact on its consolidated financial statements.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 14

3. Significant accounting policies (continued)

(p) New Standards, Amendments and Interpretations Not Yet Effective (continued)

Accounting standards effective July 1, 2013 (continued)

IFRS 11, Joint Arrangements

In May 2011, the IASB issued IFRS 11, Joint Arrangements, which supersedes IAS 31,

Interests in Joint Ventures and SIC 13, Jointly Controlled Entities – Non-Monetary Contributions by Venturers. The standard requires the Company to classify its interest in a joint arrangement as a joint venture or joint operation. This standard will eliminate the use of proportionate consolidation when accounting for joint ventures, as they will be accounted for using the equity method, whereas joint operations will be accounted for by recognizing the venturer’s share of the assets, liabilities, revenue and

expenses. The Company is currently evaluating the impact IFRS 11 is expected to

have on its consolidated financial statements.

IFRS 12, Disclosure of Interests in Other Entities

The IASB has issued IFRS 12 Disclosure of Interests in Other Entities, which includes disclosure requirements about subsidiaries, joint ventures, and associates, as well as unconsolidated structured entities and replaces existing disclosure requirements. The Company is currently analyzing the possible impact of this standard on its consolidated financial statements.

IFRS 13, Fair Value Measurement

IFRS 13, Fair Value Measurement: effective for annual periods beginning on or after January 1, 2013, with early adoption permitted, sets out in a single IFRS a framework for measuring fair value and new required disclosures about fair value measurements. Management has not yet considered the potential impact of the adoption of IFRS 13.

Accounting standards effective July 1, 2014

IAS 32, Financial Instruments: Presentation – Offsetting Financial Assets and Financial Liabilities

In December 2011, the IASB issued an amendment to IAS 32. The amendment clarifies the meaning of “currently has a legally enforceable right to set-off”. The amendments also clarify the application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The Company does not anticipate a significant

impact to its financial statements.

IAS 36, Recoverable Amount Disclosures for Non-Financial Assets

In May 2013, the IASB issued an amendment to IAS 36. The amendment clarifies the disclosure requirements in respect of fair value less costs of disposal. The amendments require the disclosure of the recoverable amount of an asset or cash

generating unit at the time an impairment loss has been recognized or reversed and detailed disclosure of how the associated fair value less costs of disposal has been

determined. The Company does not anticipate a significant impact to its financial statements.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 15

3. Significant accounting policies (continued)

(p) New Standards, Amendments and Interpretations Not Yet Effective (continued)

Accounting standards effective July 1, 2015

IFRS 9, Financial Instruments

IFRS 9 Financial Instruments: Classification and Measurement will replace IAS 39

Financial Instruments: Recognition and Measurement. IFRS 9 introduces new requirements for the impairment of financial assets measured at amortized cost and classification and measurement of financial instruments. Management has not yet considered the potential impact of the adoption of IFRS 9.

4. Key estimates and judgements

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying

amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(a) Exploration and evaluation expenditure

The Company’s accounting policy for exploration and evaluation expenditure results in

certain items of expenditure being capitalized for an area of interest where it is considered likely to be recovered by future exploitation or sale where the activities have not reached a stage which permits a reasonable assessment of existence of reserves. This policy requires management to make certain judgements and

assumptions as to future events and circumstance, in particular whether an economically viable extraction operation can be established. Any such estimates and

assumptions may change as new information becomes available. If, after having capitalized the expenditure under the policy, a judgment is made that the recovery of the expenditure is unlikely, the relevant capitalized amount will be written off in the statement of comprehensive loss in the period when the new information becomes available.

5. Short-term investments

Short-term investments are recorded at fair value and are comprised of the following:

Number June 30 June 30 June 30

of Shares 2013 2012 2011

$ $ $

Azincourt Uranium Inc. 2,666,666 586,667 - -

Great Bear Resources Ltd. 400,000 8,000 - -

Iron Tank Resources Corp. 8,888 533 - -

Stratton Resources Inc. 60,000 6,600 - -

601,800 - -

Fair Market Value

The Company has determined the fair value of its investments based on the level 1 quoted market prices at June 30, 2013.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 16

6. Amounts receivable

June 30 June 30 June 30

2013 2012 2011

$ $ $

HST receivable 795,495 68,571 1,844

Due from provincial governments 642,448 - -

Due from joint venture participants 57,061 - -

Loans receivable 784,099 - -

Other receivables 271,041 213 -

2,550,144 68,784 1,844

The Company does not have any significant balances that are past due. Significant amounts

receivable are current, and the Company does not have any allowance for doubtful accounts. Due to their short-term maturities, the fair value of amounts receivable approximates their carrying value. The loans receivable bear interest at the Canada Revenue Agency’s prescribed interest rate published quarterly, 1% at June 30, 2013, and are repayable within one year.

Fission Uranium Corp. Notes to the consolidated financial statements

For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 17

7. Property and equipment

Property and equipment consists of the following:

Cost

Geological

Equipment Vehicles

Office

Equipment

Computer

Hardware

Computer

Software Building Total

$ $ $ $ $ $ $

As at July 1, 2010 63,856 - 26,480 33,313 4,484 20,190 148,323

Additions - 30,780 - 6,077 9,239 - 46,096

As at June 30, 2011 63,856 30,780 26,480 39,390 13,723 20,190 194,419

Additions 60,349 - 80,170 16,106 10,755 - 167,380

Disposals - - - (13,871) - - (13,871)

As at June 30, 2012 124,205 30,780 106,650 41,625 24,478 20,190 347,928

Additions 65,446 1,712 - 33,436 - - 100,594

Disposals (30,493) - - - - - (30,493)

As at June 30, 2013 159,158 32,492 106,650 75,061 24,478 20,190 418,029

Accumulated Depreciation

Geological

Equipment Vehicles

Office

Equipment

Computer

Hardware

Computer

Software Building Total

As at July 1, 2010 35,969 - 11,836 13,364 4,484 1,814 67,467

Depreciation 12,780 770 5,304 9,606 385 804 29,649

As at June 30, 2011 48,749 770 17,140 22,970 4,869 2,618 97,116

Depreciation 17,339 9,240 7,465 11,086 5,359 804 51,293

Disposals - - - (11,483) - - (11,483)

As at June 30, 2012 66,088 10,010 24,605 22,573 10,228 3,422 136,926

Depreciation 14,550 9,244 18,422 12,638 9,620 814 65,288

Disposals (30,493) - - - - - (30,493)

As at June 30, 2013 50,145 19,254 43,027 35,211 19,848 4,236 171,721

Net Book Value

Geological

Equipment Vehicles

Office

Equipment

Computer

Hardware

Computer

Software Building Total

As at June 30, 2011 15,107 30,010 9,340 16,420 8,854 17,572 97,303

As at June 30, 2012 58,117 20,770 82,045 19,052 14,250 16,768 211,002

As at June 30, 2013 109,013 13,238 63,623 39,850 4,630 15,954 246,308

Fission Uranium Corp. Notes to the consolidated financial statements

For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 18

8. Exploration and evaluation assets

Year Ended

June 30, 2013

Beaver Clearwater Manitou Patterson Patterson ThompsonNorth Shore River West Falls Lake North Lake South Lake Peru

Property Property Property Property Property Property Property Properties Total

$ $ $ $ $ $ $ $ $Acquisition costs

Balance, beginning of year - - - - 177,702 69,796 - - 247,498

Additions - 11,154 9,517 3,410 - - 1,742 - 25,823

Cost recoveries - - - - (177,702) - - - (177,702)

Balance, end of year - 11,154 9,517 3,410 - 69,796 1,742 - 95,619

Exploration costs

Balance, beginning of year - - - - 3,570,394 1,455,834 - - 5,026,228

Incurred during the year

Geology mapping/sampling 1,312 150 4,299 200 109,505 218,950 350 18,609 353,375

Geophysics airborne 61 - 2,014 - 305,501 294,183 - - 601,759

Geophysics ground 27 - 3,355 - 597,782 361,441 - 1,353 963,958

Drilling - - - - 195,982 6,832,796 - 16,032 7,044,810

Land retention and permitting 1,950 298 598 247 13,775 41,573 247 105,406 164,094

Reporting - 52 650 - 23,370 35,091 - 567 59,730

Environmental - - - - - 41,680 - 410 42,090

Safety - - - - 162 49,877 - - 50,039

Community relations - - - - - 1,233 - 41,152 42,385

General - - - - 5,880 405,837 - 77,558 489,275

Share-based compensation 114 - 4,096 434 15,952 73,982 - 13,854 108,432

Additions 3,464 500 15,012 881 1,267,909 8,356,643 597 274,941 9,919,947

Cost recoveries - - - - (379,358) (4,345,657) - - (4,725,015)

Write-down - - - - - - - (274,941) (274,941)

Balance, end of year 3,464 500 15,012 881 4,458,945 5,466,820 597 - 9,946,219

Total costs 3,464 11,654 24,529 4,291 4,458,945 5,536,616 2,339 - 10,041,838

Fission Uranium Corp. Notes to the consolidated financial statements

For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 19

8. Exploration and evaluation assets (continued)

Year Ended

June 30, 2012

Beaver Clearwater Manitou Patterson Patterson Thompson

North Shore River West Falls Lake North Lake South Lake Peru

Property Property Property Property Property Property Property Properties Total

$ $ $ $ $ $ $ $ $

Acquisition costs

Balance, beginning of year 460,422 - - - 149,882 18,752 - - 629,056

Additions - - - - 27,820 53,020 - - 80,840

Write-down (460,422) - - - - (1,976) - - (462,398)

Balance, end of year - - - - 177,702 69,796 - - 247,498

Exploration costs

Balance, beginning of year 3,130,056 - - - 3,550,445 115,385 - - 6,795,886

Incurred during the year

Geology mapping/sampling 328 - - - 7,068 54,840 - 58,680 120,916

Geophysics airborne - - - - 272 299,780 - 300 300,352

Geophysics ground - - - - 7,602 481,548 - - 489,150

Drilling - - - - 375 1,268,135 - 6,766 1,275,276

Land retention and permitting 3,147 - - - 2,272 19,819 - 58,112 83,350

Reporting - - - - 404 6,436 - 386 7,226

Environmental - - - - - - - 16,782 16,782

Safety - - - - 59 56 - - 115

Community relations - - - - - - - 42,824 42,824

General - - - - 187 129,152 - 99,208 228,547

Share-based compensation 560 - - - 1,710 34,827 - 5,652 42,749

Additions 4,035 - - - 19,949 2,294,593 - 288,710 2,607,287

Cost recoveries - - - - - (941,982) - - (941,982)

Write-down (3,134,091) - - - - (12,162) - (288,710) (3,434,963)

Balance, end of year - - - - 3,570,394 1,455,834 - - 5,026,228

Total costs - - - - 3,748,096 1,525,630 - - 5,273,726

Fission Uranium Corp. Notes to the consolidated financial statements

For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 20

8. Exploration and evaluation assets (continued)

Year Ended

June 30, 2011

Beaver Clearwater Manitou Patterson Patterson Thompson

North Shore River West Falls Lake North Lake South Lake Peru

Property Property Property Property Property Property Property Properties Total

$ $ $ $ $ $ $ $ $

Acquisition costs

Balance, beginning of year 460,422 - - - 149,882 17,620 - - 627,924

Additions - - - - - 4,926 - - 4,926

Write-down - - - - - (3,794) - - (3,794)

Balance, end of year 460,422 - - - 149,882 18,752 - - 629,056

Exploration costs

Balance, beginning of year 3,105,323 - - - 3,577,830 102,411 - - 6,785,564

Incurred during the year

Geology mapping/sampling - - - - 172 15,555 - 20,003 35,730

Geophysics airborne - - - - - 218 - - 218

Geophysics ground - - - - 218 34,163 - - 34,381

Drilling - - - - 8,405 - - 1,881 10,286

Land retention and permitting 16,763 - - - 514 992 - 30,312 48,581

Reporting 558 - - - 110 124 - 1,297 2,089

Environmental 5 - - - - - - - 5

Safety - - - - - - - - -

Community relations - - - - - - - 16,497 16,497

General - - - - 6,171 - - 70,778 76,949

Share-based compensation 7,407 - - - 306 1,572 - 7,177 16,462

Additions 24,733 - - - 15,896 52,624 - 147,945 241,198

Cost recoveries - - - - (43,281) (17,600) - - (60,881)

Write-down - - - - - (22,050) - (147,945) (169,995)

Balance, end of year 3,130,056 - - - 3,550,445 115,385 - - 6,795,886

Total costs 3,590,478 - - - 3,700,327 134,137 - - 7,424,942

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 21

8. Exploration and evaluation assets (continued)

Title to exploration and evaluation interests involves certain inherent risks due to the difficulties of determining the validity of title and/or ownership of claims and exploration and evaluation interests. The Company has investigated title to all of its exploration and evaluation interests, and to the best of its knowledge, title to all of its properties is in good standing.

(a) North Shore Property, Canada

The Company acquired a 100% interest in a property located in Alberta as part of the Fission Energy Arrangement (note 2). The property is subject to a 0.75% net smelter returns royalty on certain mineral production and 4% gross overriding royalty on any diamond production from the property.

The Government of Alberta drafted the Lower Athabasca Regional Plan (“LARP”) to conserve land, which has resulted in some metallic and industrial mineral claims to be

under temporary restricted status, which includes some claims held by Fission Uranium. On August 22, 2012 the Government of Alberta approved the LARP, and the Company will not be permitted to continue exploration on claims within the zoned land. Accordingly the Company recorded a write-down of $3,594,513 for the year ended June 30, 2012 to the property as the recoverable amount was determined to be nil. The Company is approaching the Government of Alberta for compensation of all expenditures incurred plus loss of future opportunities. The Company has commenced

new work programs on the claims which are not restricted and is capitalising these costs.

(b) Beaver River Property, Canada

In May 2013, the Company staked 6 claims at Beaver River, Saskatchewan.

(c) Clearwater West Property, Canada

The Company acquired a 100% interest in various claims in Saskatchewan as part of

the Fission Energy Arrangement (note 2).

(d) Manitou Falls Property, Canada

In May 2013, the Company staked 1 claim at Manitou Falls, Saskatchewan.

(e) Patterson Lake Properties, Canada

The Patterson Lake Properties, located in Saskatchewan, comprise both Patterson Lake North (“PLN”) and Patterson Lake South (“PLS”) Properties.

(i) Patterson Lake North

The Company acquired a 100% interest in various claims as part of the Fission

Energy Arrangement (note 2).

On April 29, 2013 the Company entered into a property option and joint venture agreement with Azincourt Uranium Inc. (“Azincourt”).

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 22

8. Exploration and evaluation assets (continued)

(e) Patterson Lake Properties, Canada (continued)

(i) Patterson Lake North (continued)

Azincourt has the option to earn up to a 50% interest in the property by making the following payments;

Interest

Earned Consideration

Work

Obligation

Cumulative

Consideration

Cumulative

Work

Obligation Option Expiry

$ $ $ $

10% 500,000 1,500,000 500,000 1,500,000 June 19, 2014

20% 750,000 3,000,000 1,250,000 4,500,000 June 19, 2015

35% 1,000,000 3,000,000 2,250,000 7,500,000 June 19, 2016

50% 2,500,000 4,500,000 4,750,000 12,000,000 June 19, 2017

The Company is the operator and is entitled to a management fee equal to 10% of expenditures for operator services. The Company retains a royalty interest in the property of 2% of the net smelter returns after Azincourt acquires any

interest in the property. Azincourt has 90 days after each option term to either continue earning an additional interest in the property or to form a joint venture agreement with Fission Uranium. If Azincourt elects not to earn more than the initial 10% interest in PLN the Company will have a right to buy out Azincourt’s interest for $500,000, payable by returning the consideration paid by Azincourt.

The Company has received $100,000 in cash, and 2,666,666 common shares of Azincourt, valued at $586,667, representing the remaining $400,000 of the total

$500,000 consideration required for the initial 10% interest in PLN with the difference recorded in the statement of comprehensive loss. At June 30, 2013, $57,061 of expenditures are recoverable from Azincourt.

(ii) Patterson Lake South

The Company acquired an interest in various claims as part of the Fission Energy Arrangement (note 2). The property is subject to a joint venture with Alpha Minerals Inc. (“Alpha”). The joint venture participants share costs in proportion

to their interest in the joint venture. This is presently a 50% - 50% basis. Fission Uranium is currently the operator and is entitled to a management fee equal to 10% of expenditures for operator services. During the year ended June 30, 2012, Fission Energy allowed two claims to lapse. As a result of the two claims lapsing, Fission Energy recorded a $1,976 write-down of acquisition costs and $12,162 write-down of exploration costs. During the year ended June 30, 2011

Fission Energy allowed four claims to lapse. As a result of the four claims lapsing Fission Energy recorded a $3,794 write-down of acquisition costs and a $22,050 write-down of exploration costs.

(f) Thompson Lake Property, Canada

In May 2013, the Company staked 1 claim at Thompson Lake, Saskatchewan.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 23

8. Exploration and evaluation assets (continued)

(g) Macusani Properties, Peru

The Company acquired a 100% interest in certain properties located in Peru as part of the Fission Energy Arrangement (note 2). Ongoing administrative and claim maintenance costs for these properties incurred during the period were not deemed

recoverable which resulted in a write-down of $274,941 for the year ended June 30, 2013 (June 30, 2012 - $288,710, June 30, 2011 - $147,945).

9. Accounts payable and accrued liabilities

June 30 June 30 June 30

Maturity dates < 6 months 2013 2012 2011

$ $ $

Trade payables 887,067 58,353 19,731

Due to joint venture participants 1,068,645 110,568 -

Accrued liabilities 382,460 2,003 34,759

2,338,172 170,924 54,490

10. Share capital and other capital reserves

The Company is authorized to issue an unlimited number of common shares, without par value.

(a) Fission Energy Arrangement

Pursuant to the Fission Energy Arrangement (see note 2), on April 25, 2013, the

Company issued 149,445,871 shares in exchange for the net assets received from Fission Energy. The balance of share capital immediately following the close of the Fission Energy Arrangement was $79,134,208. This amount was determined to be the value attributed to the net assets calculated in accordance with the Arrangement Agreement. Loss per share information in these consolidated financial statements has been presented as if the common shares issued in connection with the closing of the

Fission Energy Arrangement had been issued and outstanding from the start of all periods presented.

(b) Stock options and warrants

The Company has a stock option plan which allows the Board of Directors to grant stock options to employees, directors, officers, and consultants. The exercise price of each option is based on the market price of the company’s common stock at the date of grant. The options can be granted for a maximum term of five years and vesting

terms are determined by the Board of Directors at the date of grant.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 24

10. Share capital and other capital reserves (continued)

(b) Stock options and warrants (continued)

Stock options and share purchase warrants transactions are summarized as follows:

Stock options Warrants

Weighted Weighted

average average

exercise exercise

price price

$ $

Balance July 1, 2010 - - - -

Granted - - - -

Exercised - - - -

Expired - - - -

Forfeited - - - -

Outstanding, June 30, 2011 - - - -

Granted - - - -

Exercised - - - -

Expired - - - -

Forfeited - - - -

Outstanding, June 30, 2012 - - - -

Issued through Fission

Energy Arrangement (note 2) 5,591,726 0.43 4,227,763 0.35

Granted 9,265,000 0.73 - -

Exercised (248,715) 0.45 (200,000) 0.35

Expired - - - -

Forfeited - - - -

Outstanding, June 30, 2013 14,608,011 0.62 4,027,763 0.35

Number

outstanding

Number

outstanding

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 25

10. Share capital and other capital reserves (continued)

(b) Stock options and warrants (continued)

As at June 30, 2013, incentive stock options and share purchase warrants were outstanding as follows:

Stock Options

Number Exercise Number of

outstanding price vested options Expiry date

$

66,667 0.1628 66,667 January 13, 2014

38,000 0.1683 38,000 August 6, 2014

95,000 0.2985 95,000 February 3, 2015

266,666 0.2985 266,666 April 25, 2014

1,840,000 0.2985 1,840,000 December 31, 2017

30,030 0.3799 30,030 July 5, 2013

241,667 0.4342 241,667 April 25, 2014

1,200,000 0.4342 1,200,000 December 30, 2015

14,166 0.4342 14,166 April 18, 2014

13,750 0.4342 13,750 August 6, 2014

27,500 0.4342 27,500 January 12, 2015

661,666 0.4342 661,666 January 12, 2017

450,000 0.5427 450,000 January 27, 2016

23,595 0.5807 23,595 July 5, 2013

9,265,000 0.7300 - June 1, 2016

21,450 0.7598 21,450 July 5, 2013

6,435 0.8629 6,435 August 31, 2013

171,600 1.0094 171,600 July 5, 2013

3,218 1.0637 3,218 July 5, 2013

9,653 1.0854 9,653 August 31, 2013

161,948 1.0854 161,948 July 5, 2013

14,608,011 5,343,011

Warrants

Number Exercise Number of

outstanding price vested warrants Expiry date

$

600,060 0.3256 600,060 December 21, 2014

3,225,000 0.3528 3,225,000 January 21, 2015

202,703 0.4613 202,703 November 17, 2013

4,027,763 4,027,763

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 26

10. Share capital and other capital reserves (continued)

(c) Share-based compensation

During the year ended June 30, 2013, the Company granted 9,265,000 options (June 30, 2012 – Nil, June 30, 2011 - Nil). Pursuant to the granting and vesting of options issued, share-based compensation of $454,630 during the year ended June 30, 2013

was recognized in profit or loss and share-based compensation of $32,576 was recognized in exploration and evaluation assets. The total amount was also recorded as other capital reserves on the statement of financial position. All options are recorded at fair value using the Black-Scholes option pricing model.

Share-based compensation for the year ended June 30, 2013 also includes allocated Fission Energy stock based compensation of $469,457 recognized in profit or loss and

$75,856 recognized in exploration and evaluation assets pursuant to the continuity

interest accounting.

Share-based compensation for the year ended June 30, 2012 includes allocated Fission Energy share-based compensation of $161,632 recognized in profit or loss and $42,749 recognized in exploration and evaluation assets pursuant to the continuity of interest accounting.

Share-based compensation for the year ended June 30, 2011 includes allocated Fission Energy share-based compensation of $25,200 recognized in profit or loss and $16,462

recognized in exploration and evaluation assets pursuant to the continuity of interest accounting.

The following assumptions were used for the valuation of stock options:

June 30 June 30 June 30

2013 2012 2011

Risk Free Interest Rate 1.09% - -

Expected Life - Years 2.00 - -

Annualised Volatility 107.22% - -

Dividend Rate 0% - -

11. Supplemental disclosure with respect to cash flows

June 30 June 30 June 30

2013 2012 2011

$ $ $

Cash and cash equivalents

Cash 4,748,354 - -

Redeemable Term Deposits 10,320,000 - -

15,068,354 - -

There were no cash payments for interest and income taxes during the year ended June 30, 2013, June 30, 2012, and June 30, 2011. During the year ended June 30, 2013 the Company received $22,022 (June 30, 2012 - $Nil, June 30, 2011 - $Nil) in interest income on its redeemable term deposits and loans receivable.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 27

11. Supplemental disclosure with respect to cash flow (continued)

Significant non-cash transactions for the year ended June 30, 2013 included:

(a) Incurring $1,461,780 of exploration and evaluation related expenditures through accounts payable and accrued liabilities;

(b) Recognizing $57,061 of exploration and evaluation cost recoveries through amounts

receivable;

(c) Receiving 2,666,666 shares of Azincourt, valued at $586,667, representing the remaining $400,000 of the total $500,000 consideration required for the initial 10% interest in PLN with the difference recorded in the statement of comprehensive loss;

(d) Recognizing $108,432 of share-based payments in exploration and evaluation assets;

(e) Recognizing $487,206 of share-based payments in other capital reserves; and

(f) Issuance of 115,442,620 common shares with a fair market value of $61,654,356 for

the net assets transferred pursuant to the Fission Energy Arrangement.

Significant non-cash transactions for the year ended June 30, 2012 included:

(a) Incurring $60,356 of exploration and evaluation related expenditures through accounts payable and accrued liabilities;

(b) Incurring $110,568 of exploration and evaluation related expenditures through amounts due to joint venture participants;

(c) Recognizing $42,749 of share-based payments in exploration and evaluation assets;

and

(d) Recognizing $161,632 of share-based payments in other capital reserves.

Significant non-cash transactions for the year ended June 30, 2011 included:

(a) Incurring $52,771 of exploration and evaluation related expenditures through accounts payable and accrued liabilities;

(b) Recognizing $16,462 of share-based payments in exploration and evaluation assets;

and

(c) Recognizing $25,200 of share-based payments in other capital reserves.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 28

12. Related party transactions

The Company identified its directors and certain senior management as its key management personnel. The compensation costs for key management personnel are as follows:

June 30 June 30 June 30

2013 2012 2011

Compensation Costs $ $ $

Wages and consulting fees paid to key

management personnel 1,346,159 - -

Share-based payments for options granted

to key management personnel 285,540 - -

1,631,699 - -

Share based payments represent the fair value calculations of options in accordance with IFRS 2 Share-based Payments granted to key management personnel.

Due to the fact that Fission Uranium was not incorporated until February 13, 2013, and the

Fission Energy Arrangement was not completed until April 26, 2013, there were no officers or directors included in key management personnel prior to that date. The compensation costs reported for key management personnel therefore only reflects compensation costs after April 26, 2013.

Included in accounts payable at June 30, 2013 is $25,747 (June 30, 2012 - $Nil, June 30, 2011 - $Nil) for consulting fees owing to companies controlled by key management personnel.

Included in amounts receivable at June 30, 2013 is $457,560 (June 30, 2012 - $Nil, June 30, 2011 - $Nil) for loans advanced to key management personnel.

These transactions were in the normal course of operations and were measured at the

exchange amount, which is the amount of consideration established and agreed to by the related parties.

13. Income taxes

A reconciliation of current income taxes at statutory rates (June 30, 2013 – 25.25%, June 30,

2012 - 25%, June 30, 2011 – 27.50%) with the period income taxes is as follows:

June 30 June 30 June 30

2013 2012 2011

$ $ $

Loss before income taxes 6,102,405 4,694,965 279,912

Expected income tax recovery (1,540,857) (1,173,741) (76,976)

Tax impact of rate change 63,109 - -

Permanent differences 101,133 40,408 6,930

Benefit of tax attributes not attributable - 1,133,333 70,046

Allocation of expenditures on the carve-out 1,718,924 - -

Exploration expenditures capitalized for accounting - (537,804) 2,863

Other 3,409 - -

Deferred income tax expense (recovery) 345,718 (537,804) 2,863

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 29

13. Income taxes (continued)

The significant components of the Company’s deferred income tax assets (liabilities) are as follows:

June 30 June 30 June 30

2013 2012 2011

$ $ $

Deferred income tax assets (liabilities)

Equipment 2,572 - -

Exporation and evaluation assets (2,371,439) (1,318,427) (1,856,231)

Short-term investments (22,164) - -

Non-capital losses 726,886 - -

Net deferred income tax liabilities (1,664,145) (1,318,427) (1,856,231)

The deferred tax liability relating to the exploration and evaluation assets arose due to the fact that these assets were deemed to have a lower tax basis as a result of tax elections when transferred on completion of the Fission Energy Arrangement.

Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilized.

The Company has available approximately $2,900,000 of recognized non-capital losses which,

if unutilized, will expire in 2033. These losses were incurred subsequent to the Fission Energy Arrangement. The tax benefits of any losses related to the periods prior to the Fission Energy Arrangement have not been recognized as these were not transferred to the Company. In addition, at June 30, 2013, the Company did not recognize approximately $766,000 (June 30, 2012 - $821,000, June 30, 2011 - $816,000) of deductible temporary differences in

exploration and evaluation assets located in Peru.

14. Segmented information

The company primarily operates in one reportable operating segment, being the exploration and development of exploration and evaluation assets. Long-lived assets by geographic area are as follows:

Canada Peru Canada Peru Canada Peru$ $ $ $ $ $

Property and equipment 230,287 16,021 192,808 18,194 74,019 23,284

Exploration & evaluation 10,041,838 - 5,273,726 - 7,424,942 -

10,272,125 16,021 5,466,534 18,194 7,498,961 23,284

June 30, 2013 June 30, 2012 June 30, 2011

15. Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue and exploration and development of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company depends on external financing to fund its activities. The capital structure of the

Company currently consists of common shares, stock options and share purchase warrants.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 30

15. Capital management (continued)

Changes in the equity accounts of the Company are disclosed in the statement of changes in equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares,

acquire or dispose of assets or adjust the amount of cash, cash equivalents, and short-term investments. The issuance of common shares requires approval of the Board of Directors.

In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets, which are approved by the Board of Directors and updated as necessary depending on various factors, including capital deployment and general industry conditions. The Company anticipates continuing to access equity markets and the use of joint ventures to fund continued exploration and development of its exploration and evaluation

assets and the future growth of the business.

16. Financial instruments and risk management

International Financial Reporting Standards 7, Financial Instruments: Disclosures, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the assets

or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company’s financial instruments consist of cash and cash equivalents, short-term investments, amounts receivable and accounts payable and accrued liabilities. For cash and cash equivalents, amounts receivable and accounts payable and accrued liabilities, carrying

value is considered to be a reasonable approximation of fair value due to the short-term nature of these instruments. The fair value of short term investments represents their quoted market price.

Short-term investments are designated as held for trading and therefore carried at fair value, with the unrealized gain or loss recorded on the statement of comprehensive loss.

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in

place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations would warrant such hedging activities.

(a) Credit risk

Credit risk is the risk that a counterparty to a financial instrument will not discharge its

obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates

credit risk on an ongoing basis including counterparty credit rating and activities related to trade and other receivables and other counterparty concentrations as measured by amount and percentage.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 31

16. Financial instruments and risk management (continued)

(a) Credit risk (continued)

The primary sources of credit risk for the Company arise from:

(i) Cash and cash equivalents;

(ii) Short-term investments; and

(iii) Amounts receivable.

The Company has not had any credit losses in the past, nor does it expect to have any

credit losses in the future. At June 30, 2013, the Company has no financial assets that

are past due or impaired due to credit risk defaults.

The Company’s maximum exposure to credit risk is as follows:

June 30 June 30 June 30

Level 2013 2012 2011

$ $ $

Cash and cash equivalents N/A 15,068,354 - -

Short-term investments 1 601,800 - -

Amounts receivable N/A 2,550,144 68,784 1,844

18,220,298 68,784 1,844

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company’s financial liabilities are comprised of accounts payable and accrued liabilities. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the

Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs.

The Company’s financial liabilities, consisting of accounts payable and accrued liabilities, arose as a result of exploration and development of its exploration and evaluation interests and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

Maturity June 30 June 30 June 30

Dates 2013 2012 2011

$ $ $

Accounts payable and

accrued liabilities < 6 months 2,338,172 170,924 54,490

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 32

16. Financial instruments and risk management (continued)

(c) Market risk

Market risk is the risk that the fair value for assets classified as held-for-trading and available-for-sale or future cash flows for assets or liabilities considered to be held-to maturity, other financial liabilities and loans or receivables of a financial instrument

will fluctuate because of changes in market conditions. The Company evaluates market risk on an ongoing basis and has established policies and procedures for mitigating its exposure to foreign exchange fluctuations. The Company is not exposed to interest rate risk, as it does not hold debt balances and is not charged interest on its accounts payable balances.

(d) Foreign exchange risk

The Company has foreign subsidiaries and therefore foreign exchange risk exposures

arise from transactions denominated in foreign currencies. Although the functional currency of the Company is Canadian dollars, the Company also conducts business in US Dollars (“USD”) and Peruvian New Soles (“PEN”). The Company does not use any derivative instruments to reduce its exposure to fluctuations in foreign currency exchange rates.

Exchange rate fluctuations may affect the costs that the Company incurs in its operations. However, although the Company’s costs are incurred primarily in Canadian

dollars, any change in the value of PEN and USD against the Canadian dollar can affect the costs of operations and capital expenditures. The Company maintains its cash balances in Canadian dollars and exchanges currency to meet its PEN and USD obligations on an as needed basis, thereby reducing the exchange risk on cash balances.

The Company is exposed to currency risk through the following Canadian dollar

equivalent of financial assets and liabilities denominated in currencies other than Canadian dollars:

PEN USD PEN USD PEN USD

Cash and cash equivalents 2,897 48,069 - - - -

Accounts payable and

accrued liabilities - 2,646 - - - -

2,897 50,715 - - - -

June 30, 2013 June 30, 2012 June 30, 2011

Based on the above net exposures at June 30, 2013, a 10% change in USD against

the Canadian dollar would result in a $5,072 (June 30, 2012 - $Nil, June 30, 2011 - $Nil) change in the Company’s net income or loss; similarly a 10% change in the PEN

against the Canadian dollar would result in a $290 (June 30, 2012 - $Nil, June 30, 2011 - $Nil) change in the Company’s net income or loss.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 33

17. Subsequent events

Subsequent to June 30, 2013:

(a) The Company granted 450,000 options exercisable at $1.34 per share which expire on

August 15, 2016 to employees and consultants;

(b) 694,921 stock options were exercised, 387,174 stock options expired, and 450,000 stock options were forfeited;

912,763 warrants were exercised;

(d) Fission Uranium entered into a definitive arrangement agreement (the “Arrangement

Agreement”) with Alpha Minerals Inc. (“Alpha”) dated September 17, 2013, which is expected to be completed on or about December 4, 2013, pursuant to which Fission

Uranium will acquire Alpha and its primary asset, a 50% interest in the Patterson Lake South joint venture (the “PLS Joint Venture”) the other 50% of which is held by Fission Uranium. Under the terms of the Arrangement Agreement, Fission has agreed to offer shareholders of Alpha 5.725 shares of Fission Uranium and a cash payment of $0.0001 for each Alpha share held.

Additionally, Alpha shareholders will receive all of the common shares of a new

company (“Alpha Spinco”) which will be spun out from Alpha and hold all of Alpha’s exploration and evaluation assets other than Alpha’s interest in the PLS Joint Venture, marketable securities, and property and equipment located in Alpha’s office in Vancouver, BC (together the “Alpha Spinco Assets”).

Similarly, the current shareholders of Fission Uranium will receive all of the common shares of Fission 3.0 Corp. (“Fission Spinco”) which will be spun out from Fission Uranium and hold all of Fission Uranium’s exploration and evaluation assets other than

Fission Uranium’s interest in the PLS Joint Venture, marketable securities, and property and equipment located in Peru (together the “Fission Uranium Spinco Assets”).

Under the terms of the Arrangement Agreement, each of Alpha Spinco and Fission Spinco will receive $3 million in cash to fund future operations. The transaction will take place by way of a plan of arrangement. The transaction will be subject to regulatory and Alpha and Fission Uranium shareholder approvals. In certain

circumstances a $6 million break fee may be payable;

(e) Completed a brokered private placement with Dundee Securities Ltd. (the “Lead Underwriter”), on behalf of a syndicate of underwriters including Raymond James Ltd., Cantor Fitzgerald Canada Corporation, Canaccord Genuity Corp. and Macquarie Capital Markets Canada Ltd. (collectively and together with the Lead Underwriter, the “Underwriters”) under which the Underwriters have purchased 7,500,000, plus an

exercised over-allotment of 1,081,700, for a total of 8,581,700 subscription receipts,

exchangeable into flow-through common shares of the Company (the “Subscription Receipts”), at a price per Subscription Receipt of $1.50, for total gross proceeds of $12,872,550 (the “Offering”).

The gross proceeds of the Offering were deposited in escrow and will be released from escrow to the Company immediately following the closing of the Arrangement Agreement and after the spinout of the Company’s non-Patterson Lake South assets

and receipts of all required third party and regulatory approvals (the “Escrow Release Conditions”). Consequently, the subscribers will not receive shares in Fission Spinco.

Fission Uranium Corp. Notes to the consolidated financial statements For the year ended June 30, 2013 (Expressed in Canadian dollars)

Page 34

17. Subsequent events (continued)

In the event that the Escrow Release Conditions are not satisfied on or before December 10, 2013, the gross proceeds of the Offering, together with accrued interest earned thereon will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled.

In connection with the Offering, the Underwriters, upon satisfaction of the Escrow Release Conditions, will receive, i) in respect of the first 7,670,500 Subscription Receipts distributed, a cash commission of 6.0% of the gross proceeds raised under the Offering and that number of non-transferable broker warrants equal to 6% of the number of Subscription Receipts sold and, ii) in respect of the 911,200 remaining Subscription Receipts distributed, a cash commission equal to 6% of 40% of the gross proceeds from the sale of such Subscription Receipts payable to the Underwriters and

issue that number of non-transferable broker warrants equal to 6% of 40% of such

Subscription Receipts to the Underwriters. Each broker warrant will be exercisable into one common share of the Company for a period of 24 months from the Closing Date at a price of $1.50 per common share; and

(f) Entered into a letter of intent (“LOI”) with Brades Resource Corp. (“Brades”) which sets out the basic terms upon which Fission Uranium would be prepared to enter into a property option agreement.

Under the terms of the LOI, Brades will have the option to earn up to a 50% interest in the Clearwater West property by issuing to Fission Uranium that number of common shares in the capital stock of Brades on closing that comprises 9.9% of the then issued common shares of Brades, and by incurring a total of $5,000,000 in expenditures on the property in accordance with the following schedule;

Interest Earned Work Obligation

Cumulative

Work Obligation Term

$ $

Nil 700,000 700,000 12 months

20% 2,000,000 2,700,000 24 months

50% 2,300,000 5,000,000 36 months

Under the terms of the LOI, Fission Uranium will retain a royalty interest in the property of 2% of the net smelter returns on any uranium extracted from the property. Fission Uranium will be the operator and will be entitled to a management fee equal to 10% of expenditures for operator services. The Clearwater West property will be included in the assets spun out from Fission Uranium to Fission Spinco.

10537384.1

SCHEDULE "5"

UNAUDITED PRO FORMA FINANCIAL STATEMENTS OF FISSION

See attached.

Fission Uranium Corp.

Pro Forma Financial Statements

June 30, 2013 (Unaudited – prepared by management)

Pro Forma Financial Statements

June 30, 2013

Table of contents

Pro Forma statement of financial position .................................................................................... 1

Pro Forma statement of comprehensive loss ................................................................................ 2

Notes to the Pro Forma financial statements ............................................................................. 3-6

Fission Uranium Corp. Pro forma statement of financial position

As at June 30, 2013

(Unaudited - prepared by management)

(Expressed in Canadian dollars)

A B C D A+B+C+D

Fission The Exploration Alpha Pro Forma Pro Forma Pro Forma

Uranium Corp. Business Minerals Inc. Notes Adjustments Balance

$ $ $ $ $

Assets

Current assets

Cash and cash equivalents 15,068,354 - 16,969,206 4(a), 4(b), 4(c) (10,583,774) 21,453,786

Short-term investments 601,800 (586,667) 44,580 4(a) (44,580) 15,133

Amounts receivable 2,550,144 (60,640) 58,102 4(a) (21,156) 2,526,450

Prepaid expenses 101,415 - 471,989 4(a) (162,759) 410,645

18,321,713 (647,307) 17,543,877 (10,812,269) 24,406,014

Restricted cash - - 92,000 - 92,000

Reclaimation deposits - - 10,000 4(a) (10,000) -

Property and equipment 246,308 (16,021) 53,653 4(a) (53,653) 230,287

Exploration and evaluation assets 10,041,838 (4,505,222) 9,482,614 4(a), 4(d), 4(e) 78,523,595 93,542,825

Total Assets 28,609,859 (5,168,550) 27,182,144 67,647,673 118,271,126

Liabilities

Current liabilities

Accounts payable and accrued liabilities 2,338,172 (47,125) 395,327 4(a) (103,455) 2,582,919

Other liabilities - - 1,154,916 - 1,154,916

2,338,172 (47,125) 1,550,243 (103,455) 3,737,835

Deferred tax liability 1,664,145 (1,187,674) - - 476,471

Total Liabilities 4,002,317 (1,234,799) 1,550,243 (103,455) 4,214,306

Shareholder's Equity

Share capital 79,315,530 - 49,208,808 4(a), 4(f), 4(h) 46,620,424 175,144,762

Owner's net investment - (3,933,751) - 4(g) 3,933,751 -

Other capital reserves 487,206 - 7,859,693 4(a), 4(e), 4(f), 4(g) (8,487,835) (140,936)

Subscriptions received - - 270,000 4(f) (270,000) -

Accumulated other comprehensive income - - 7,007 4(f) (7,007) - Deficit (55,195,194) - (31,713,607) 4(b), 4(e), 4(f) 25,961,795 (60,947,006)

24,607,542 (3,933,751) 25,631,901 67,751,128 114,056,820

Total Liabilities and Shareholder's Equity 28,609,859 (5,168,550) 27,182,144 67,647,673 118,271,126

The accompanying notes form an integral part of these financial statements Page 1

Fission Uranium Corp. Pro forma statement of comprehensive loss

Year Ended June 30, 2013

(Unaudited - prepared by management)

(Expressed in Canadian dollars)

A B C D A+B+C+D

Fission The Exploration Alpha Pro Forma Pro Forma Pro Forma

Uranium Corp. Business Minerals Inc. Notes Adjustments Balance

$ $ $ $ $

Expenses

Business Development 408,023 (107,510) - - 300,513

Consulting and directors fees 1,538,223 (405,305) - - 1,132,918

Depreciation 65,288 (2,173) - - 63,115

Office and administration 597,053 (157,317) - - 439,736

Professional fees 972,461 (256,233) - - 716,228

Public relations and communications 558,111 (147,057) - - 411,054

Share-based compensation 924,087 (243,487) - 4(e) 2,751,812 3,432,412

Trade shows and conferences 176,764 (46,576) - - 130,188

Wages and benefits 1,383,438 (364,521) - - 1,018,917

6,623,448 (1,730,179) - 2,751,812 7,645,081

Other items - income/(expense)

Exploration management fee income 400,247 (5,187) - - 395,060

Expense recovery 166,757 - - - 166,757

Foreign exchange loss (8,821) 2,324 - - (6,497)

Interest and miscellaneous income 46,893 - - - 46,893

Rental income 13,597 - - - 13,597

Unrealized gain (loss) on investments 177,311 (186,667) - - (9,356)

Exploration and evaluation write-down (274,941) 274,941 - - -

521,043 85,411 - - 606,454

Loss before income taxes (6,102,405) 1,815,590 - (2,751,812) (7,038,627)

Deferred income tax expense (345,718) 253,150 - - (92,568)

Net loss and comprehensive loss for the year (6,448,123) 2,068,740 - (2,751,812) (7,131,195)

Basic and diluted loss per common share (0.04) - - - (0.02)

Weighted average number of common

shares outstanding 149,469,474 - - 4(h) 147,429,587 296,899,061

The accompanying notes form an integral part of these financial statements Page 2

Fission Uranium Corp. Notes to the pro forma financial statements June 30, 2013 (Unaudited – prepared by management)

(Expressed in Canadian dollars)

Page 3

1. Plan of arrangement

The unaudited pro forma financial statements have been compiled for purposes of inclusion in an Information Circular of Alpha Minerals Inc. (“Alpha”) dated October 29, 2013.

On September 17, 2013, Fission Uranium Corp. (“Fission Uranium”) entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Alpha Minerals Inc. (“Alpha”),

pursuant to which Fission Uranium will acquire Alpha and its primary asset, a 50% interest in the Patterson Lake South joint venture (the “PLS Joint Venture”) the other 50% of which is held by Fission Uranium. Under the terms of the Arrangement Agreement, Fission Uranium has agreed to offer shareholders of Alpha 5.725 shares of Fission Uranium and a cash payment of $0.0001 for each Alpha share held.

Additionally, Alpha shareholders will receive all of the common shares of a new company

(“Alpha Spinco”) which will be spun out from Alpha and hold all of Alpha’s exploration and evaluation assets other than Alpha’s interest in the PLS Joint Venture, marketable securities, and property and equipment located in Alpha’s office in Vancouver, BC (together the “Alpha Spinco Assets”).

Similarly, the current shareholders of Fission Uranium will receive all of the common shares of Fission 3.0 Corp (“Fission 3.0”) which will be spun out from Fission Uranium and hold all of Fission Uranium’s exploration and evaluation assets other than Fission Uranium’s interest in

the PLS Joint Venture, marketable securities, and property and equipment located in Peru (the “Exploration Business”).

Under the terms of the Arrangement Agreement, each of Alpha Spinco and Fission 3.0 will receive $3 million in cash to fund future operations. The transaction will take place by way of a plan of arrangement. The transaction will be subject to regulatory and Alpha and Fission Uranium shareholder approvals. In certain circumstances a $6 million break fee may be payable.

2. Basis of presentation

These unaudited pro forma financial statements give effect to the Arrangement Agreement

whereby: i) Fission Uranium will transfer its interest in the North Shore, Beaver River, Clearwater West, Manitou Falls, Patterson Lake North, Thompson Lake, and Peru Properties, marketable securities, and property and equipment located in Peru to Fission 3.0. In addition, Fission Uranium will inject $3,000,000 in cash into Fission 3.0 to fund future operations; and ii) Fission Uranium will acquire all of the issued and outstanding common shares of Alpha after Alpha has transferred the Alpha Spinco Assets and injected $3,000,000 in cash into Alpha Spinco to fund future operations.

These unaudited pro forma financial statements have been prepared on the basis of an acquisition of assets of Alpha by Fission Uranium after the spin out of the Alpha Spinco Assets and the Exploration Business from Alpha and Fission Uranium, respectively. The accounting for the effects of the Arrangement will only be determinable if the Arrangement Agreement is

approved based upon the exchange of assets and share issuances. Accordingly, these pro forma financial statements are not necessarily indicative of the future financial position or

results of operations of Fission Uranium.

Fission Uranium will make a distribution of certain exploration and evaluation properties through transfer of those properties to Fission 3.0 through the issuance of shares to Fission Uranium's shareholders according to their shareholder interests. Such a distribution will be recorded at fair value in the financial statements of Fission Uranium and be determined at the distribution date.

Fission Uranium Corp. Notes to the pro forma financial statements June 30, 2013 (Unaudited – prepared by management)

(Expressed in Canadian dollars)

Page 4

2. Basis of presentation (continued)

The unaudited pro forma financial statements have been compiled from and include:

An unaudited pro forma statement of financial position, which removes the

carve-out statement of financial position of the Exploration Business as at June

30, 2013 from the statement of financial position of Fission Uranium as at June

30, 2013 , combined with the unaudited interim statement of financial position of

Alpha at July 31, 2013, giving effect to the Arrangement Agreement as if it

occurred on June 30, 2013; and

An unaudited pro forma statement of comprehensive loss, which removes the

carve-out statement of comprehensive loss of the Exploration Business for the

year ended June 30, 2013 from the statement of comprehensive loss of Fission

Uranium for the year ended June 30, 2013 combined with the statement of

comprehensive loss of Alpha for the year ended July 31, 2013 giving effect to the

Arrangement Agreement as if it had occurred on July 1, 2012. Fission Uranium is

only acquiring Alpha’s interest in the PLS Joint Venture and certain working

capital items. Fission Uranium is not acquiring any of the business processes or

employees, therefore no profit or loss has been allocated from Alpha’s statement

of comprehensive loss to the unaudited pro forma statement of comprehensive

loss.

These unaudited pro forma financial statements are provided for illustrative purposes only, and do not purport to represent the financial position that would have resulted had the Arrangement Agreement actually occurred on June 30, 2013 or the results of operations that would have resulted had the Arrangement Agreement actually occurred on July 1, 2012. These

pro forma financial statements do not include any adjustments for modifications to the stock

options of Fission Uranium and Alpha subsequent to the transaction. Further, these pro forma financial statements are not necessarily indicative of the future financial position or results of operations of Fission Uranium as a result of the Arrangement Agreement. In particular, certain costs incurred with respect to the Arrangement Agreement are one-off in nature and not expected to recur in future periods. These unaudited pro forma financial statements should be read in conjunction with the audited financial statements of Fission Uranium for the year ended June 30, 2013, the carve-out financial statements of the Exploration Business for the

years ended June 30, 2013, 2012, and 2011, the unaudited financial statements of Alpha for the nine months ended July 31, 2013 and the audited financial statements of Alpha for the year ended October 31, 2012 all of which are contained within the information circular.

3. Significant accounting policies

The accounting policies used in the preparation of these unaudited pro forma financial statements are those as set out in Fission Uranium’s audited consolidated financial statements

for the year ended June 30, 2013. In preparing the unaudited pro forma financial statements, a review was undertaken to review Alpha’s accounting policies with a view to identifying any policy differences where the impact could be potentially material and could be reasonably

estimated. No material accounting policy differences were identified. It is possible that certain accounting policy differences may be identified after completion of the proposed acquisition.

Fission Uranium Corp. Notes to the pro forma financial statements June 30, 2013 (Unaudited – prepared by management)

(Expressed in Canadian dollars)

Page 5

4. Pro forma assumptions

The pro forma statement of financial position and pro forma statement of comprehensive loss are based on the following assumptions which are preliminary and subject to change:

(a) The total preliminary purchase price has been based on the estimated price of Fission Uranium’s shares after the effect of the spin out of the Exploration Business. The final

share consideration component will be valued based on the closing price of Fission Uranium shares on the date the Arrangement Agreement closes which may increase or decrease the consideration for accounting purposes.

Alpha common shares outstanding at July 31, 2013 25,751,893

Exchange ratio 5.725

Fission Uranium common shares issued to Alpha shareholders 147,429,587

Estimated fair value of a new Fission Uranium share 0.65$

Fair value of Fission Uranium common shares issued 95,829,232$

Fair value of Alpha options entitling holders

to purchase Fission Uranium shares 341,406

Estimated Fission Uranium transaction costs 1,943,125

Preliminary purchase price 98,113,763$

The preliminary purchase price is allocated to the net assets acquired from Alpha,

using Alpha’s unaudited statement of financial position at July 31, 2013 below:

A B C A+B+C

Transferred to

Alpha Alpha Minerals Pro Forma Alpha Minerals

Minerals Inc. Business Note Adjustments Fair Value

$ $ $

Assets

Current assets

Cash and cash

equivalents 16,969,206 - 4(b), 4(c) (5,640,649) 11,328,557

Short-term investments 44,580 (44,580) - -

Amounts receivable 58,102 (21,156) - 36,946

Prepaid expenses 471,989 (162,759) - 309,230

17,543,877 (228,495) (5,640,649) 11,674,733

Restricted cash 92,000 - - 92,000

Reclaimation deposits 10,000 (10,000) - -

Property and equipment 53,653 (53,653) - -

Exploration and

evaluation assets 9,482,614 (2,785,543) 4(d) 81,096,747 87,793,818

Total Assets 27,182,144 (3,077,691) 75,456,098 99,560,551

Liabilities

Current liabilities

Accounts payable and

accrued liabilities 395,327 (103,455) - 291,872

Other liabilities 1,154,916 - - 1,154,916

1,550,243 (103,455) - 1,446,788

Deferred tax liability - - - -

Total Liabilities 1,550,243 (103,455) - 1,446,788

Net assets acquired 25,631,901 (2,974,236) 75,456,098 98,113,763

Fission Uranium Corp. Notes to the pro forma financial statements June 30, 2013 (Unaudited – prepared by management)

(Expressed in Canadian dollars)

Page 6

4. Pro forma assumptions (continued)

(b) In accordance with the Arrangement Agreement, Fission Uranium will inject $3,000,000 in cash into Fission 3.0 and Alpha will inject $3,000,000 in cash into Alpha Spinco to fund future operations.

(c) This pro forma adjustment reflects estimated transaction costs of $2,640,649 incurred

by Alpha.

(d) This pro forma adjustment reflects the difference between the preliminary purchase price of the acquisition of Alpha and the carrying value of the net assets acquired.

(e) This pro forma adjustment reflects share-based compensation of $2,751,812 recognized in comprehensive loss and $212,391 recognized in exploration and evaluation assets related to the Patterson Lake South project from the accelerated

vesting of outstanding options of Fission Uranium at the close of the Arrangement Agreement. The total amount was also recorded as other capital reserves on the pro forma statement of financial position.

(f) This pro forma adjustment eliminates the historical shareholder’s equity accounts of Alpha.

(g) The Owner’s net investment in The Exploration Business in the amount of $3,933,751 is transferred to other capital reserves.

(h) This pro forma adjustment reflects the estimated value of the 147,429,587 Fission Uranium shares that will be issued to Alpha shareholders at the close of the

Arrangement Agreement based on 25,751,893 Alpha shares multiplied by the exchange ratio of 5.725.

F-110537384.1

APPENDIX FINFORMATION CONCERNING ALPHA SPINCO

The following is a summary of Alpha Spinco, its business and operations, which should be read together with the more detailed information and financial data and statements contained elsewhere in the management information circular of Alpha Minerals Inc., to which this Appendix "F" is attached (the "Circular"). The information contained in this Appendix, unless otherwise indicated, is given as of October 29, 2013.

All capitalized terms used in this Appendix and not defined herein have the meaning ascribed to such terms in the "Glossary of Terms" or elsewhere in the Circular. Unless otherwise indicated herein, references to "$" or "Canadian dollars" are to Canadian dollars, references to "US$" or "U.S. dollars" are to United States dollars. See "Currency and Exchange Rates" in the Circular. See also in the Circular "Cautionary Note Regarding Forward-Looking Statements and Risks".

CORPORATE STRUCTURE

Alpha Exploration Inc. ("Alpha Spinco") was incorporated pursuant to the BCBCA on September 27, 2013. Alpha Spinco is not currently a reporting issuer and its common shares (the "Alpha Spinco Shares") are not listed or quoted for trading on any stock exchange. Upon completion of the Alpha Arrangement, Alpha Spinco will become a reporting issuer in British Columbia and Alberta. Alpha Spinco has applied to have the Alpha Spinco Shares listed for trading on the TSXV. Listing is subject to Alpha Spinco fulfilling all the requirements of the TSXV; however, there can be no assurances as to if, or when, such listing will occur. See in this Appendix "F", "General Development of Alpha Spinco's Business", "Description of Securities Distributed — Listing of Alpha Spinco Shares" and "Risks Associated with Alpha Spinco".

Alpha Spinco's head office is located at 408-1199 West Pender Street Vancouver, British Columbia, V6E 2R1, Canada. Alpha Spinco's registered and records office is located at 1000 –840 Howe Street, Vancouver, British Columbia, V6Z 2M1, Canada.

Intercorporate Relationships

Prior to the Effective Date of the Alpha Arrangement, Alpha’s corporate structure is as follows:

Alpha Shareholders

100%

Alpha

100% 100%

Alpha Spinco ESO Uranium (USA) Inc.

Following the Effective Date of the Fission Arrangement and the Alpha Arrangement, Alpha’s corporate structure will be as follows

F-210537384.1

Alpha Shareholders

Fission Shareholders

Alpha Shareholders

50.7%(1)

49.3%(1)

100%

Fission Alpha Spinco

100% 100%

Alpha ESO Uranium (USA) Inc.

(1) Before taking into account the Offering.

GENERAL DEVELOPMENT OF ALPHA SPINCO'S BUSINESS

Business of Alpha Spinco

Under the terms of the Alpha Arrangement, Alpha Spinco will on the Effective Date:

1. Acquire from Alpha, the following:

(a) Alpha’s interest in the Mikwam Property located in Ontario, the Donna Property located in British Columbia, the Hook Lake Property located in Saskatchewan, the Cluff Lake (Logan) Project located in Saskatchewan, the Cluff Lake (ACME) Project located in Saskatchewan and the Cluff Lake (RioTinto) Project located in Saskatchewan (together, the “Alpha Spinco Properties”);

(b) Alpha’s interest in all Contracts, Permits, Environmental Permits, intellectual property, business information (other than financial books and records), geological, geophysical and other technical information, data, records, reports and studies exclusively related to any Alpha Spinco Property (but excluding all such assets related to the PLS Property), marketable securities held by Alpha as of September 2, 2013 and fixtures, furnishings, equipment, computer equipmentordinarily located at Alpha’s office in Vancouver, British Columbia and storage facilities located in Saskatoon, Saskatchewan and Lumby, British Columbia (together, the “Alpha Related Assets”); and

(c) Alpha’s interest in a lease agreement for office space, by and between Alpha and Wertman Development Corporation.

(together, the “Alpha Spinco Assets”)

2. Assume the Assumed Alpha Spinco Liabilities pursuant to the Assumption Agreement in consideration of a cash payment in an amount equal thereto, and Alpha will subscribe for Alpha Spinco Shares for an amount equal to $3,000,000.

For greater clarity, the Alpha Spinco Assets do not include Alpha’s interest in the PLS Property and the PLS Mineral Rights which interest will be indirectly owned by Fission upon completion of the Alpha Arrangement.

F-310537384.1

Of the Alpha Spinco Properties, management of Alpha Spinco considers the Mikwam Property located in Ontario to be its material property for the purposes of NI 43-101. Upon completion of the Alpha Arrangement, Alpha Spinco's primary business focus will be the acquisition, exploration and, as warranted, development of mineral exploration properties. Upon completion of the Alpha Arrangement, the properties in which Alpha Spinco will have an interest will all be in exploration stage. Alpha Spinco will finance future exploration and development through equity financing, by way of joint venture, option agreements or other means.

Upon completion of the Alpha Arrangement, the Alpha Shareholders will together hold in aggregate 100% of the then issued Alpha Spinco Shares, and Alpha Spinco will retain primarily the same directors, staff and management team as Alpha’s current directors, staff and management team. In addition, approximately $3.0 million in cash will be transferred to Alpha Spinco to pursue the exploration business formerly run by Alpha and to satisfy any Assumed Alpha Spinco Liabilities.

See in the Circular, "The Meeting — The Arrangement". See in this Appendix "F", "Available Funds and Principal Purposes", "Management's Discussion and Analysis", "Description of Securities Distributed — Listing of Alpha Spinco Shares", "Consolidated Capitalization" and "Promoters".

For a discussion regarding the current status of exploration of the Alpha Spinco Properties, including the Mikwam Property, see this Appendix "F" — "Alpha Spinco Properties".

Alpha Spinco Assets

The following is a summary of the agreements related to the transfer to Alpha Spinco of the Alpha Spinco Properties, which comprise the mineral exploration property component of the Alpha Spinco Assets.

Under the terms of the Alpha Arrangement, the Alpha Spinco Properties are to be acquired by Alpha Spinco pursuant to a Purchase and Sale Agreement and an Assignment and Assumption Agreement (collectively, the "Alpha Spinco Transfer Agreements") to be entered into between Alpha and Alpha Spinco on the Effective Date. The Alpha Spinco Transfer Agreements provide for the purchase of the Alpha Spinco Assets by Alpha Spinco, including the Alpha Spinco Properties (for greater clarity, the Alpha Spinco Assets do not include Alpha’s interest in the PLS Property and the PLS Mineral Rights which interest will be indirectly owned by Fission upon completion of the Alpha Arrangement), and for the Alpha Spinco Obligations to be assigned to, and assumed by, Alpha Spinco (and for greater certainty, excluding the Alpha Retained Liabilities, which are retained by Alpha upon the completion of the Alpha Arrangement and the Assumed Alpha Spinco Liabilities). Alpha Spinco is also acquiring $3.0 million in cash pursuant to an Alpha Assumption Agreement, in exchange for Alpha Spinco's assumption of the Assumed Alpha Spinco Liabilities and issuance of Alpha Spinco Shares as described above.

ALPHA SPINCO PROPERTIES

The Mikwam Property

General

Jason Baker, P.Eng., Luc Harnois, Ph.D. P.Geo., Zsuzsanna Magyarosi, Ph.D., P.Geo. on behalf of Caracle Creek International Consulting Inc. (“Caracle Creek”) prepared the Technical

F-410537384.1

Report entitled “Resource Update, Mikwam Property, Noseworthy Township, Ontario, Canada (Amended)” dated October 16, 2013. Each of the authors of the technical report is a ‘Qualified Person’ in accordance with NI 43-101 and is independent of Alpha and Alpha Spinco.

The following summary of the Mikwam Property is derived from the Technical Report, which is included in the Circular with the consent of the authors of the Technical Report.

Investors should consult the Technical Report to obtain further particulars regarding the Mikwam Property. The Technical Report is incorporated by reference herein and is available for review on the SEDAR website located at www.sedar.com under Alpha's profile. Readers are cautioned that the summary of technical information in the Circular should be read in the context of the qualifying statements, procedures and accompanying discussion within the complete Technical Report and the summary provided herein is qualified in its entirety by the Technical Report. Capitalized and abbreviated terms appearing in this section and not otherwise defined herein have the meaning ascribed to such terms in the Technical Report.

Summary of Technical Report

The purpose of the Technical Report report is to present details of the 2013 drilling program and to support the updated resource estimate. The Mikwam Property is located about 105 km east-northeast of Cochrane, 150 km north-northeast of Kirkland Lake and 160 km northeast of Timmins, and lies within the Noseworthy Township, Larder Lake Mining Division, District of Cochrane, Ontario.

Figure 1 - Location of Mikwam Property

F-510537384.1

The Mikwam Property currently consists of nine (9) contiguous claims, totaling 944 ha, that are held by Alpha Minerals. The principle target area and subject of the Mineral Resource Estimate, referred to as the A8 3200 vein system area, is situated within the eastern portion of mining claim 3019086 and within mining claim 4246490. A net smelter return royalty of 0.3216% is payable to Freewest Resources Inc. (“Freewest”; or subsequent owner of Freewest) and of 0.4824% to Newmont Mining Corporation (“Newmont”). In addition, upon completion of a feasibility study, $160,800 is to be paid to Freewest and $241,200 is to be paid to Newmont. The surface rights are owned by the Crown. In addition, a net profits royalty of 15 % is payable to Newmont (or a successor). Another net profits royalty of 15 % is payable to Golden Shield Resources Ltd. (or a successor).

Table 1 - Claims Comprising Mikwam Property

Claim Number Township Claim holder

Claim Due Date

Number of units

Area (ha)

3017411 Noseworthy100% Alpha Minerals Inc.. 2017-Mar-16 1 16

3019086 Noseworthy100% Alpha Minerals Inc. 2017-Feb-01 14 224

4219736 Noseworthy100% Alpha Minerals Inc. 2014-Apr-24 11 176

4246490 Noseworthy100% Alpha Minerals Inc. 2015-Jan-13 1 16

4249335 Noseworthy100% Alpha Minerals Inc. 2013-Nov-17* 9 144

4249336 Noseworthy100% Alpha Minerals Inc. 2013-Nov-17* 7 112

4249337 Noseworthy100% Alpha Minerals Inc. 2013-Nov-17* 7 112

4249339 Noseworthy100% Alpha Minerals Inc. 2013-Nov-17* 6 96

4255969 Noseworthy100% Alpha Minerals Inc. 2014-Nov-15 3 48

Total 944

*renewal in progress (sufficient work was filed for assessment on September 4, 2013)

The Mikwam Property lies in the northern portion of the Precambrian Abitibi Sub-province (Abitibi Greenstone Belt) of the Superior Province of the Canadian Shield. The specific subdivision of the Abitibi Sub-province in which the Property is situated is the Harricana-Turgeon Belt. The Harricana-Turgeon Belt hosts polymetallic deposits and several well-known gold deposits such as the Agnico Eagle mine, the Casa-Berardi mine and the Detour mine.

The Harricana-Turgeon Belt consists of the granitic intrusions, surrounded by felsic to maficmetavolcanic rocks, metasedimentary rocks and minor mafic to ultramafic intrusions. The metavolcanic and metasedimentary rocks have undergone low pressure, contact and regional metamorphism of greenschist and lower amphibolite facies. The metamorphic event occurred between 2.6 and 2.7 Ga. The Casa Berardi Deformation Zone (CBDZ) is a major, subvertical regional structure 4 to 6 km wide and at least 60 km in length. The CBDZ is crosscut at low angle by the Casa Berardi fault which is a brittle, schistose zone 0.5 to 5 m thick. The position of the CBDZ seems to be controlled by contrasts in regional competence (Pilote et al., 1990).

The area of the Mikwan Property is underlain primarily by mafic metavolcanic, felsic metavolcanic, metasedimentary and felsic intrusive rocks. Pressacco (1994) and Jensen (2002) have divided the geological units in the area into the three domains, separated by two major

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faults that are most likely part of the CBDZ fault system: Northern Domain, A8 Domain and Southern Domain.

All three domains trend in an east-northeast direction across the Mikwam Property. Their geometry is complicated by a series of northwest trending transverse structures. The A8 Domain contains the 3200 Vein area which has been the focus of past and present drill campaigns. This area is a zone of quartz flooding and sulphidization (mainly pyrite and arsenopyrite) at or near the contact of chloritic iron formation and either argillite (hanging wall) or conglomerate (footwall).

Gold mineralization on the Mikwam Property is associated with quartz-carbonate veins, but the highest gold values occur in highly sulphidized zones, consisting of 5 to 50% pyrite and 1 to 5% arsenopyrite within a highly sericitized, quartz flooded matrix.

In March 2006, ESO Uranium Corporation (now Alpha) drilled 18 drill holes totaling 6,383 m on claim 3019086. A resource was also estimated. In 2013, Alpha drilled five diamond drill holes totalling 1,189 m on the Mikwam Property. The drill holes tested the plunge of a high grade mineralized zone and two drill holes tested the A8 zone along strike to the northwest. The drill holes intersected mostly strongly foliated and folded clastic sediments. Gold mineralization is hosted in quartz veins surrounded by silicified and sericitized sedimentary rocks. Minor amounts of pyrite and rare arsenopyrite occur in mineralized intervals. The highest gold values include 5.92 ppm over 1.82 m, including 13.7 ppm over 0.32 m, in hole AL-13-01 and 11.67 ppm over1.83 m in hole AL-13-02. In addition, parts of five drill holes originally drilled in 2006 that werenot sampled in 2006 were sampled in 2013 to test whether these zones are mineralized. Some intervals in drill hole ESO-06-12 were weakly mineralized but most of the zones did not contain significant mineralization.

Subsequently, the 2006 resource estimate was updated with the 2013 drilling. The effective date of the resource estimate is September. The resource estimate is presented below:

Table 2 - Mikwam Property Mineral Resource Estimate

Resource Category Quantity (Tonnes)2

Grade Au (g/t) Contained Au (Ounces)3

Inferred 1,810,000 2.34 136,000

1Reported at a cut-off grade of 1.00 g/t Au. Mineral resources are not mineral reserves and do not have

demonstrated economic viability. 2

Tonnes have been rounded to the nearest 10,000. Grade has been rounded to two (2) significant digits. 3

Rounded to the nearest 1,000.

Based on the historic and current drilling and the current resource update, Caracle Creek concludes that the Property has the potential to expand the current resource and that further exploration on the Property is warranted.

The core logging data and the updated geological model of the mineralized zones indicate that the mineralization at the Mikwam Property is strongly structurally controlled. Caracle Creek recommends a detailed structural review of the existing corewith particular attention to structures of all scales and rock types followed by a structural interpretation. The structural interpretation would help select further drilling sites.

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In addition, further drilling at Mikwam is recommended in order to test undrilled zones as identified by the 2013 geological model. The drill holes recommended at this stage are listed inTable 3.

Table 3: Details of Recommended Drill Holes

Hole ID Easting (m)

Northing (m)

Elevation (m)

Length (m)

Azimuth (°)

Dip (°) Comments

Proposed-1

592331 5482983 270 425 0.00 -50.00 Verification of Lithology and Mineralization domains

Proposed-2

592380 5483038 270 300 0.00 -50.00 Verification of Lithology and Mineralization domains

Proposed-3

592290 5483300 270 250 180.00 -50.00 Verification of Lithology and Mineralization domains

Proposed-4

592282 5483195 270 150 180.00 -50.00 Verification of Lithology and Mineralization domains

1125

Specific gravity measurements should be made on all historical samples available. In addition, Caracle Creek recommends analyzing all existing core for SG in order to increase the confidence in a mineral resource. Table 4 shows the anticipated cost to complete the recommended exploration work

Table 4 – Estimated Cost of Recommended Exploration Program

Item Unit No. of Units Cost/Unit Total

Structural interpretation $14,000

Drilling m 1125 $150 $168,750

Camp month 1 $50,000 $50,000

Geologist hours 200 $105 $21,000

Geotech hours 200 $50 $10,000

Vehicle month 1 $1,500 $1,500

Supplies/consumables $5,000

Assaying sample 500 $50 $25,000

SG samples sample 400 $10 $4,000

Resource update hour 81 $200 $16,200

43-101 reporting hour 32 $168 $5,376

GIS map generation hour 16 $100 $1,600

TOTAL $322,426

Alpha Spinco intends to proceed with recommended work programs on the Mikwam Property upon completion of listing on the TSXV.

Donna Property, British Columbia

The Donna Property is located in the Vernon Mining Division in south-central British Columbia, and is approximately 60 km east to southeast of Vernon, British Columbia. The approximate 2299 ha property covers the east flank of Monashee Mountain, and is centered about 3.6 km from Keefer Lake at the headwaters of the Kettle River.

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The Donna Property consists of seven MTO mineral tenures. It stretches roughly 4 km north to south by about 6 km wide. Many overlying placer claims owned by third parties lie along the Kettle River and along Yeoward Creek. No private ownership of land lies within the Property.

Alpha acquired a 100% interest in the claims comprising the Donna Property in 2013, purchasing them from H.Jones and R Yorke-Hardy for $50,000 by amendment of the original option agreement leaving the original owners with a 2% NSR on minerals extracted from the Donna Property. A 70% interest in the Donna Property has subsequently been optioned to Interconnect Ventures Corp (“Interconnect”), which may earn the interest by completing over aperiod of three years: $100,000 in cash payments; the issuance of 400,000 common shares of Interconnect; and incurring $600,000 of exploration expenditures on the Donna Property.

Table 5 – Donna Property Mineral Tenures

TenureNumber

Claim Name Area(ha)

Map Number Expiry Date

513516 724.85 082L.018/019 2021/dec/01606445 Donnatoo 352.17 082L.018 2020/dec/01607262 Donna 3 310.55 082L.018/019 2020/dec/01611883 Garrett 248.42 082L.018 2020/dec/01623563 Garrett 2 455.61 082L.019 2020/dec/01623583 Garrett 3 82.83 082L.019 2020/dec/01705833 Donna 1 124.29 082L.019 2020/dec/01Total: 2,298.72

In September 2009, Alpha conducted an exploration program that comprised a reconnaissance stream sediment and rock geochemical survey, and re-opened about 3.75 km of historical exploration roads and trenches. The highest gold value in rock was 12.3 g/t recovered from a 3 m horizontal chip sample across a 0.35 m wide sulpide-rich quartz vein. Two suphide-rich quartz float samples returned 3.7 and 11.4 g/t gold and significant cadmium, lead, antimony and zinc values. Arsenic continued to be a corresponding pathfinder element in all three gold bearing samples, and rocks slightly anomalous with gold (Ainsworth, 2009).

In July 2010, Alpha carried out a detailed soil geochemical survey that tested from the west central boundary of mineral tenure 606445 to the west extent of the Phelps Dodge 1993 soil survey grid within mineral tenure 513516. A patchy northwest trending gold anomaly was found to cover an area of approximately 950 m long by up to 350 m wide from the height of land to the Yeoward Pup East Branch. This gold anomaly trends similarly to the Phelps Dodge gold anomaly over the historical trenches, but does not connect and is displaced to the south. Silver, arsenic, lead, antimony, and nickel anomalies are partially coincident with gold in the area of the Yeoward Pup East Branch. A strong arsenic anomaly was located at the headwaters of an eastern branch of a tributary that feeds into the Kettle River, and coincides with one weakly anomalous gold sample location. The arsenic anomaly trends to the northeast, and appears to connect to the historical arsenic anomaly over the historical trenches. One stream sediment sample with anomalous gold and nickel was recovered from the Yeoward Pup East Branch (Ainsworth, August 2010).

In September 2010, Alpha executed 850 m of NQ diamond drilling in seven drill holes (D10-1 to 7) within mineral tenure 513516, and reconnaissance rock sampling at the East Branch of Yeoward Pup within mineral tenure 606445. Five drill holes (D10-1 to D10-5) were located in an

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area that has been historically trenched, and 2 drill holes (D10-6 and D10-7) tested gold and arsenic soil anomalies west of the trenches. Gold mineralization was identified in 6 out of 7 drill holes as broad anomalous zones (greater than 0.1 ppm gold) with higher grade veining. Both skarn and diorite contain gold mineralization and were encountered to a vertical depth of about 98 metres in the historical trench area. Black, calcareous shale with interbedded sandstone and lesser conglomerate sequences, thought to belong to the metasedimentary units of the Slocan Group and /or Nicola Group, underlie the diorite.The results indicate a strongly anomalous zone that extends west from the trenching and is open (as yet undrilled) further to the west along the soils anomaly (Ainsworth, November 2010).

One hole (D10-7), located one kilometre to the west, also encountered mineralized diorite and skarn to a depth of 102.6 m. Several narrow zones of gold mineralization were encountered, grading up to 1.89 ppm Au over 0.5 m.

In 2011, a 1,633 m, NQ diamond drill program was conducted in thirteen holes. Gold and silver mineralization occurred across several metres within carbonate-rich skarn and altered diorite. Highest grades were found within sulphide rich quartz veins with carbonate selvages. It was concluded that gold and silver mineralization continued along the down dip extension west of the historic trenches. In 10 of the 13 holes, gold and silver mineralization was encountered as broad anomalous zones of greater than 0.1 ppm gold, with localized high grade mineralization related to narrow sulphide rich quartz veins with carbonate rich selvages. Lower grade gold mineralization was also present in both skarn and diorite lithologies over several metres. Quartz veins were less than 27 cm thick. Best gold grades include 35 metres of 0.52 ppm Au in hole D11-15; and 25 metres of 0.38 ppm Au in hole D11-20.

The 2010 and 2011 drilling programs have identified gold mineralization covering an area of about 400 m by 120 m in the area of the historic trenches, and also up to about one kilometre to the west along the down dip extension. From drill hole data, elevated gold assay results are observed to be present within quartz veins found within both skarn and diorite lithologies.

Interconnect intends to undertake a limited exploration program on the Donna Property, include a ground-based IP survey, a re-analysis of 2010 and 2011 diamond drill core and a petrographic analysis of selected rock and drill core. The estimated cost of this program is $240,200. If warranted, Interconnect may undertake additional diamond drilling at the Donna Property.

Hook Lake Property, Saskatchewan

The Hook Lake Property is located in the southwestern portion of the Athabasca Basin in northern Saskatchewan about 15 km northeast of the PLS Property and 55 km south to southeast from the former Cluff Lake uranium mine. The Hook Lake Property consists of three mineral dispositions (S-107796, S-107804, S-107805) totaling 13,210 ha.

Table 6 – Hook Lake Property Dispositions

Claim

Number

Location

(NTS)

Alpha Minerals

Ownership

Good To Area

(ha.)

S-107804 74F 100% Jan. 23, 2015 4,711

S-107805 74F 100% Jan. 23, 2015 5,071

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S-107796 74F 100% Mar. 1, 2015 3,428

Uranium exploration was initiated in the general Hook Lake area as early as 1969 by exploration companies such as Canadian Southern Petroleum Ltd., Saskatchewan Mining and Development Corporation (“SMDC”), Kerr Addison Mines Ltd., Imperial Oil Ltd., Getty Minerals Ltd., Rio Algom Mines Ltd, Uranerz Exploration and Mining Ltd., Cameco Corporation, Cogema Resources Inc. (now Areva Resources Canada), and UEM Inc. Exploration by these companies comprised rock, soil, sediment and water sampling, geophysical surveys and diamond drilling (Jiricka, Leppin, Witt, 2003). Exploration carried out since 1996 is summarized in Table 8 below.

Hook Lake hosts two highly-prospective trends for uranium mineralization known as the “Derksen Lake Corridor” and the “Patterson Lake Corridor”. Drill hole DER-04, completed by SMDC in 1978, is located within the Derksen Lake Corridor about 4 km south of current disposition S-107805. Drill hole DER-04 intersected mineralization in basement about 5 metres below the unconformity consisting of 0.24% U and 1.35% Ni over 2.5 meters (Rawsthorn and Harrigan, 1978). In November 2012, Alpha and Fission intersected 8.5 metres of 1.07% U3O8 from 70.5 metres to 79 metres in hole PLS12-022, including 2.5 metres of 2.63% U3O8, the discovery of which has led to delineation of several mineralized zones over a strike length in excess of 1.0km on the PLS joint venture property.

Table 7 - Hook Lake Property Previous Exploration and Significant Results since 1996

Year Work Performed Significant Results Reference

1996

Reconnaissance composite Athabasca Group boulder sampling program

Area north of Derkson Lake to Carter Lake and along the Williams River was geochemically anomalous with elevated boron (dravite), kaolinite and chlorite content. An east-flanking zone of strong illitization was also observed.

S. Earle (Uranerz Exploration and Mining Ltd.)

1997Fixed Loop TEM survey, composite Athabasca Group boulder sampling

The TEM survey identified numerous conductive anomalies at estimated depths between 300 to 700 metres below surface. The anomalous geochemical zone was better defined.

UEM/Cameco

1998Airborne Geotem and Fixed Loop TEM surveys

Numerous NE-SW EM conductors were identified, some with substantial off-sets indicating possible cross-cutting faults. UEM/Cameco

1999 Diamond Drilling (3,728 m in 7 hole)

Several holes displayed criteria favourable to unconformity uranium deposits with anomalous clay alteration, quartz dissolution, Athabasca Group and basement structure and/or anomalous geochemical enrichment.

O'Connor, Belyk, Foster (UEM/Cameco)

2001

Diamond drilling (1,882 m in 4 holes)

All of the drill holes encountered favourable geology and alteration with one hole intersecting anomalousradioactivity. A synthesis of all drill core review, geochemical and geophysical results generated a number of high quality exploration targets.

Jiricka, Leppin, Witt (UEM/Cameco)

2005 Airborne AeroTem electromagnetic survey

The survey was successful in mapping magnetic and conductive properties of the geology throughout the

Aeroquest (Alpha

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A diamond drilling program was carried out by Alpha in 2007 totaling 1,843.4 metres of NQ core and 146.4 metres of BQ core in four holes. Drilling targeted selected electromagnetic conductors in combination with geochemically anomalous areas.

Lithologies intersected in holes EHK-001, EHK-002, EHK-003 and EHK-001-2 comprised Athabasca Group Sandstone to the unconformity at depths from 476 to 594.1 metres. The unconformity is underlain by a weakly to strongly altered sericitic-chlorite-quartz schist or chloritic-sericite-felspar gneiss to depth. Drill hole EHK-001-2 intersected up to 30% graphite from 505.9 to 517.3 metres. Drill holes were logged radiometrically on completion using a Mount Sopris MGX II logger equipped with a Mount Sopris gamma probe 2PGA-1000. Radioactivity ranged up to 411 counts per second.

No significant uranium values were encountered in the 2007 drill program. However, the PIMA analysis performed in 2007, and re-interpretation of the PIMA spectra in 2013 identified clay alteration minerals such as sudoite (chlorite), dravite, smectite/illite, sericite, and probable carbonate. In addition, anomalous values of pathfinder elements including nickel, copper, silver, tungsten, and mercury were found in certain selective sandstone samples, which along with the dissolution and silicification noted in drill logs show evidence of hydrothermal alteration in the sandstone.

Alpha Spinco intends to re-log and re-sample the 2007 drill core. In addition, Alpha Spinco may consider an IP/resistivity survey to better outline alteration zones that may be present in the areas of electromagnetic conductors known from historical drilling to host graphitic lithologies. The estimated cost of this program is $200,000.

Cluff Lake (Logan) Project, Saskatchewan

The Cluff Lake (Logan) Project property comprises two mineral dispositions (S-107580 and S-107581), which are centered in proximity to Latitude 58º 29’ North, Longitude 109º 37’ West, within NTS 74K05E. The area of the property is approximately 7,552 ha and is held 80% by Alpha Minerals and 20% by Logan Resources.

The Cluff Lake (Logan) Project is within the Carswell structure. Within the Carswell structure, basement rocks to the Athabasca basin sub-crop within a sub-circular feature up to nineteen kilometres in diameter. The Cluff Lake (Logan) Project straddles the north-western margin of this structure. The contact between basement lithologies within the Carswell feature and the surrounding Athabasca Group sandstone is generally steeply dipping and occasionally overturned and thrust faulted.

Basement lithologies within the Carswell structure include: pelitic gneisses, granitic gneisses, garnet iron formation, pegmatite, granitic intrusives, and intrusive breccias. Athabasca Group

survey area. Minerals)

2006

Airborne MegaTEM and VTEM electromagnetic surveys

Numerous NE-SW EM conductors were identified with MegaTEM, some with substantial off-sets indicating possible cross-cutting faults. The VTEM survey refined EM conductor locations.

Fugro Airborne Surveys and Geotech Ltd. (Alpha Minerals)

2007

Diamond drilling (4 holes completed for 1,989.8 m)

See below. G. Ainsworth, Beckett (Alpha Minerals )

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lithologies immediately adjacent to the Carswell structure include: quartz sandstone and conglomerate.

Drilling at the Gorilla Lake of the Cluff Lake (Logan) Project was performed to test an intersection in drill hole CAR 425 containing 1.0% U3O8 equivalent over 2.3 metres and adjacent prospective areas; drilling comprised 1,673.3 m in eight holes. Drilling was performed between March 7-28, 2006 by Advanced Drilling Limited and utilised a Boyles Bros BBS 56 machine producing NQ2 sized core with a nominal diameter of 50 mm.

Holes were logged on completion with a Mount Sopris gamma probe with readings recorded at a nominal spacing of 0.1 m. Core intersections with significant radioactivity or mineralised intersections were sawn in half; one half was sent for analysis and one half retained. Samples were analysed by SRC Geoanalytical Laboratories, Saskatoon. Uranium was determined by ICP method with total digestion; gold was determined by fire assay extraction with atomic absorption finish. Core is stored on site.

Uranium mineralised intersections include:

• 0.46% U3O8 over 1.5 m from 174.0 m to 175.5 m in hole CLU-01; • 0.30% U3O8 over 3.0 m from 157.0 m to 160.0 m, including 0.82% U3O8 over 1.0 m

from 158.5 m to 159.5 m in hole CLU-07;• 0.20% U3O8 over 2.0 m from 175.0 m to 177.0 m in hole CLU-07.

Gold mineralised intersections include: 0.51 g/t gold over 1.0 m from 158.5 m to 159.5 m; and 1.09 g/t gold over 0.5 m from 175.5 m to 176.0 m.

Alpha Spinco is of the view that further exploration is warranted to test the possible on strike extension of uranium mineralisation intersected in drill holes CLU-01 & CLU-07. Radon and other geochemical surveys will be used before drilling as a low cost method to better define drill targets. The estimated cost of this program is $200,000.

Cluff Lake (Acme) Project, Saskatchewan

The Cluff Lake (Acme) Project is owned 80% by Alpha and 20% by Acme Resources. The Cluff Lake (Acme) Project is located adjacent east of the former Cluff Lake Mine area in the western portion of the Athabasca Basin in Northern Saskatchewan. The property comprises mineral disposition S-107579, which is about 2,416 hectares and is about 630 km north-northwest from Prince Albert, Saskatchewan’s northernmost service city centre.

Amok Exploration and Amok Ltd. (now Areva/Cogema) completed extensive exploration in and around the disposition from the late 1960’s until the early 1980’s. Exploration by Areva/Cogema comprised airborne and ground geophysical magnetic, electromagnetic, and radiometric surveys; geochemical multi-element soil, muskeg and lake sediment sampling; geochemical radon in soil gas surveying; trenching; prospecting and geological evaluation; diamond and percussion drilling.

In 2006, ESO retained Peter E. Walcott & Associates Ltd. and Fugro Airborne Surveys to conduct a Max-Min HLEM survey and Megatem survey, respectively. Exploration in 2013 has thus far comprised airborne VTEM, radon and geochemical sampling. Drill targets on the property have been de-risked at the up-ice head of correlating high grade uranium boulders and large radon anomalies. Alpha Spinco intends to undertake a drill program for winter 2014. The estimated cost of this program is $1,000,000.

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Cluff Lake (Rio Tinto) Project, Saskatchewan

The Cluff Lake (Rio Tinto) Project is located adjacent north of the former Cluff Lake Mine area in the western portion of the Athabasca Basin in Northern Saskatchewan. The Cluff Lake (Rio Tinto) Project property comprises mineral dispositions S-107642 and S-107643 and is about 630 km north-northwest from Prince Albert, Saskatchewan. This property is owned 50% by Alpha Minerals and 50% by Rio Tinto.

Alpha Spinco does not intend to undertake further exploration on the Cluff Lake (Rio Tinto) Project at this time.

AVAILABLE FUNDS AND PRINCIPAL PURPOSES

Available Funds

Pursuant to the terms of the Arrangement Agreement, assuming completion of the Alpha Arrangement and payment by Alpha to Alpha Spinco of cash subscription proceeds on the Effective Date it is anticipated that Alpha will have available cash of approximately $3.0 million.

Principal Purposes

The following table summarizes expenditures anticipated by Alpha Spinco required to achieve its business objectives during the 18 months following completion of the Alpha Arrangement and the proposed listing of the Alpha Spinco Shares on the TSXV.

Principal purpose Amount

Recommended expenditures on the Mikwam Property

$322,426

Expenditures on other exploration properties $1,400,000

Unallocated working capital $527,574

General & administrative expenses for 18 months $750,000

Total: $3,000,000

Alpha Spinco intends to spend the funds available to it as stated in the table above. However, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary for Alpha Spinco to achieve its objectives or to pursue other exploration and development opportunities. See "Risks Associated with Alpha Spinco".

BUSINESS OBJECTIVES AND MILESTONES

With the funds available to it as described above under the heading "Available Funds and Principal Purposes", Alpha Spinco intends to continue exploration of the Mikwam Property, meet its contractual obligations with respect to certain other of the Alpha Spinco Assets, and expand its portfolio of exploration properties as suitable opportunities are identified. In order to achieve these stated business objectives, a cash contribution of approximately $3.0 million will be made to Alpha Spinco pursuant to the terms of the Alpha Plan of Arrangement in conjunction with completion of the Alpha Arrangement.

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SELECTED FINANCIAL INFORMATION

Financial Statements

Included as Schedule "1" to this Appendix "F" are audited financial statements of Alpha Spincofor the period from its incorporation on September 27, 2013 to September 30, 2013, comprised of a statement of operations and comprehensive loss, a statement of changes in equity, a statement of cash flows, a statement of financial position and notes to such statements. The financial statements of Alpha Spinco were prepared in accordance with International Financial Reporting Standards.

Upon completion of the Alpha Arrangement, the Alpha Spinco Properties will form the primary business of Alpha Spinco. As a result, included as Schedule "2" to this Appendix "F" are the audited consolidated financial statements in respect of the Alpha Spinco Properties for the financial years ended October 31, 2012, 2011 and 2010, comprised of a statement of operations and comprehensive loss, a statement of changes in equity, a statement of cash flows and a statement of financial position and notes to such statements. Included as Schedule “3” to this Appendix “F” are the unaudited consolidated interim financial statements in respect of the Alpha Spinco Properties for nine-months ended July 31, 2013 and 2012, comprised of a statement of operations and comprehensive loss, a statement of changes in equity and a statement of cash flows and a statement of financial positions notes to such statements

Included as Schedule "4" to this Appendix "F" are the unaudited pro-forma consolidated financial statements of Alpha Spinco in respect of Alpha Spinco after giving effect to the Alpha Arrangement and the acquisition by Alpha Spinco of the Alpha Spinco Assets.

Selected Unaudited Pro Forma Financial Information

The following tables set out selected unaudited pro forma consolidated financial information for Alpha Spinco as at July 31, 2013, assuming the Alpha Arrangement occurred on July 31, 2013, all of whish is qualified by the more detailed information contained in the unaudted pro forma consolidated financial statements of Alpha Spinco as at July 31, 2013 included as Schedule "4" to this Appendix "F".

Alpha Exploration Inc.Selected Pro Forma Consolidated Financial Statement Information

Pro Forma Consolidated Statement of Financial Position as at July 31, 2013(unaudited)

$

Current assets

Cash 3,000,000Marketable securities 44,580Amounts receivable 21,156Prepaid expenses and deposits 162,759Due from related party 1

Total current assets 3,228,496

Non-current assets

Reclamation deposits 10,000

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Property and equipment 53,653Mineral property costs (schedule) 2,785,543

Total non-current assets 2,849,196

Total assets 6,077,692

Liabilities

Current liabilities

Accounts payable and accrued liabilities 104,655

Total liabilities 104,655

Shareholders’ equity

Share capital 5,967,230Contributed surplus –Accumulated other comprehensiveincome 7,007Deficit (1,200)

Total shareholders’ equity 5,973,037

Total liabilities and shareholders’ equity 6,077,692

Alpha Exploration Inc.Selected Pro Forma Consolidated Financial Statement Information

Pro Forma Consolidated Statement of Operations and Comprehensive Loss Nine-months ended July 31, 2013

(unaudited)

$

Revenue –

Expenses

Depreciation 1,151Foreign exchange gain (411)Impairment of exploration and evaluation

assets 160,691Investor relations 49,627Management and consulting fees 26,357Office and miscellaneous 25,988Professional fees 21,247Property investigation costs 64Rent and telephone 11,829Salaries and benefits 72,752Stock-based compensation 493,745Transfer agent and regulatory fees 8,211

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Total operating expenses 871,251

Net loss for the period (871,251)

Comprehensive income

Unrealized gain on marketable securities 7,007

Comprehensive loss for the period (864,244)

Loss per share, basic and diluted (0.06)

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management Discussion and Analysis — from incorporation to September 30, 2013

The following Management's Discussion and Analysis ("MD&A") is as at October 24, 2013 and covers the period from Alpha Spinco's incorporation to September 30, 2013. It includes financial information from, and should be read in conjunction with, the financial statements of the Alpha Spinco and the notes thereto, which are attached as Schedule "1" to this Appendix "F", as well as the disclosure contained throughout this Appendix "F" and the Circular. All dollar amounts in this MD&A are expressed in Canadian dollars unless otherwise indicated.

Overall Performance

Alpha Spinco was incorporated on September 27, 2013, and commenced business at that time. Alpha Spinco's sole business focus has been to (i) acquire and operate the exploration business of Alpha other than the PLS Property; and (ii) make application to list the Alpha Spinco Shares on the TSXV. To that end, Alpha Spinco ratified and confirmed the Arrangement Agreement with Alpha, its sole shareholder, and Fission and Fission Spinco (see in the Circular, "The Meeting - The Arrangement") and various property and share transfer agreements with Alphafor the acquisition of the Alpha Spinco Assets. Other than these acquisitions, Alpha Spinco has made no significant acquisitions or dispositions since incorporation.

Upon the completion of the Alpha Arrangement, Alpha Spinco will commence exploration and, as warranted, development of the Alpha Spinco Properties with a particular emphasis on the Mikwam Property.

As of the date of this MD&A, Alpha Spinco's costs and operations have been funded, to date, by its sole shareholder, Alpha. Alpha Spinco will have available funds of approximately $3.0 million, which management believes will be sufficient for all of Alpha Spinco's needs in the first 12months following listing on the TSXV.

Alpha Spinco may seek to raise additional funds through public or private equity funding, bank debt financing or from other sources.

The financial statements included in the Circular reflect Alpha Spinco's start-up costs and initial operations to the date of the respective statements.

Selected Annual Information

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The following table sets forth selected financial information with respect to Alpha Spinco, which information has been derived from and should be read in conjunction with the audited consolidated financial statements of Alpha Spinco for the period from its incorporation on September 27, 2013 to September 30, 2013.

Period from incorporation on September 27, 2013 to September 30,

2013 (audited)

Total expenses $1,200

Net Loss and comprehensive loss for the period ($1,200)

Basic and diluted loss on a per common share basis ($12)

As at September 30, 2013 (audited)

Current assets $1

Total assets $1

Total liabilities $1,200

Shareholders' deficit ($1,199)

Number of common shares outstanding') 100(I) See in this Appendix "F", "Description of Securities Distributed" and "Prior Sales".

Significant Acquisitions and Significant Dispositions

Other than the acquisition of the Alpha Spinco Assets, which includes Alpha Spinco's interest in the Alpha Spinco Properties, Alpha Spinco has made no significant acquisitions or dispositions since incorporation. See in this Appendix "F", "General Development of Alpha Spinco's Business".

Results of Operations

For the period ended September 30, 2013, Alpha Spinco had administration expenses of $1,200, being professional fees incurred in connection with its incorporation.

Liquidity and Capital Resources and Requirements

To date Alpha Spinco's operations have been funded by Alpha, its sole shareholder. As at September 30, 2013, Alpha Spinco had share capital of $1 and a working capital deficiency of $1,199.

Alpha Spinco has no source of revenue, income or cash flow. It is, as of the date of this MD&A, wholly dependent upon its sole shareholder, Alpha, for advance of funds or upon raising monies through the sale of Alpha Spinco Shares to finance its business operations. Alpha Spinco also needs to have adequate working capital for TSXV listing purposes, being sufficient funds: i) for exploration of the Mikwam Property; ii) for exploration and development of the other Alpha Spinco Properties; and iii) to cover a minimum 18 months' of general and administrative expenses (estimated to be $750,000 for the first 18 months of operations following completion of the Arrangement and the proposed listing of the Alpha Spinco Shares on the TSXV). Upon

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completion of the Alpha Arrangement it is anticipated that Alpha Spinco will have available funds of approximately $3,000,000, which management estimates to be sufficient for all of Alpha Spinco's needs in the first 18 months following listing of the Alpha Spinco Shares on the TSXV.

Transactions with Related Parties

Alpha Spinco has ratified and confirmed the Arrangement Agreement (see in the Circular "The Meeting — The Alpha Arrangement — The Arrangement Agreement"). Alpha Spinco will be party to various property and share transfer and assignment agreements pursuant to which it acquired the Alpha Spinco Assets.

As at the date of the Circular, Alpha Spinco is Alpha's wholly-owned subsidiary and the directors and certain officers of Alpha Spinco are also the directors and officers of Alpha.

Proposed Transactions

Alpha has ratified and confirmed the Arrangement Agreement and will apply to the TSXV for listing of the Alpha Spinco Shares on the TSXV. Upon completion of the Alpha Arrangement and satisfaction of all of the outstanding listing requirements of the TSXV, management of Alpha Spinco anticipates Alpha Spinco will be a publicly traded junior mineral exploration company, with a portfolio of exploration properties in Canada, as well as an experienced board of directors and management team and, in the view of its management, capitalization sufficient to achieve its business objectives in the near term.

In order to become effective, the Alpha Arrangement must be approved by (a) a special resolution passed by at least a two-thirds majority of the votes cast by Alpha Shareholders at the Meeting and present in person or by proxy; (b) a special resolution passed by at least a two-thirds majority of the votes cast by Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders, voting as a single class, at the Meeting and present in person or by proxy; and (c) a majority of votes cast by Alpha Shareholders, Alpha Warrantholders and Alpha Optionholders, voting separately by class, at the Meeting and present in person or by proxy, in each case excluding those votes cast in respect of Alpha Shares, Alpha Warrants and Alpha Options, as applicable, held by “related parties” who receive a “collateral benefit” (as such terms are defined in MI 61-101) as a consequence of the Alpha Arrangement. The Alpha Arrangement must also be sanctioned by the Court, which will consider the fairness of the Alpha Arrangement to Alpha Shareholders. In addition, completion of the Alpha Arrangement is subject to customary closing conditions, all of which are described in the Circular.

Other than the Alpha Arrangement and the transactions proposed to be completed prior thereto, as at the date of this MD&A, Alpha Spinco has no proposed asset or business acquisitions or dispositions.

Additional Disclosure for Companies without Significant Revenue

The financial statements included in this Appendix "F" as Schedule "1" provide a breakdown of expenses incurred by Alpha Spinco for the period ended September 30, 2013.

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Disclosure of Outstanding Share Data

Alpha Spinco has one class of shares outstanding, being common shares without par value (as previously defined herein, the "Alpha Spinco Shares"). As at the date of this MD&A and the date of the Circular, 100 Alpha Spinco Shares were issued and outstanding.

As of the date of this MD&A, Alpha Spinco has not granted any incentive stock options under the Alpha Spinco Option Plan (as hereinafter defined), or otherwise, nor has it issued any other rights or securities to purchase Alpha Spinco Shares. The board of directors of Alpha Spinco (the "Alpha Spinco Board") does not intend to grant any incentive stock options until such time following listing as the trading price of the Alpha Spinco Shares on the TSXV has stabilized such that a fair market value exercise price for options can be determined.

Business Risks and Uncertainties

See in this Appendix "F", "Risks Associated with Alpha Spinco" for additional information, risks and uncertainties associated with Alpha Spinco, its business and operations, and the Alpha Spinco Shares. In addition, see in the Circular, "The Meeting — The Alpha Arrangement —Risks Associated with the Alpha Arrangement".

Contractual Obligations

Alpha Spinco presently has no contractual obligations other than the Arrangement Agreement as disclosed in this Appendix "F" under "Management Discussion and Analysis — Transactions with Related Parties" and as disclosed in the Circular, and agreements related to the Alpha Spinco Assets as disclosed in this Appendix "F" under "General Development of Alpha Spinco's Business — Alpha Spinco Assets".

The Arrangement Agreement provides that Alpha Spinco shall indemnify Alpha and Fission and their subsidiaries from and against all losses suffered or incurred by Alpha, Fission or their subsidiaries as a result of or arising, directly or indirectly, out of or in connection with certain matters as more particularly described in the Arrangement Agreement.

Financial Instruments and Risk Management

See Note 2 to Alpha Spinco's audited consolidated financial statements for the period ended September 30, 2013, which are attached as Schedule "1" to, and form part of, this Appendix "F".

Off-Balance Sheet Arrangements

Alpha Spinco does not have any off-balance sheet arrangements.

DESCRIPTION OF SECURITIES DISTRIBUTED

Alpha Spinco's authorized share capital consists of an unlimited number of common shares without par value, of which one Alpha Spinco Share (held by Alpha) is issued and outstanding as fully paid and non-assessable as of the date of the Circular. Assuming completion of the Alpha Arrangement and pursuant to its terms, approximately 13,592,216 Alpha Spinco Shares (assuming no exercise of Alpha Options and Alpha Warrants) or approximately 15,685,487Alpha Spinco Shares (assuming all Alpha Options and Alpha Warrants are exercised) will be issued and outstanding as fully paid and non-assessable on completion of the Alpha

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Arrangement, all of which will be distributed to the Alpha Shareholders. For further details with respect to the distribution of the Alpha Spinco Shares on completion of the Alpha Arrangement, see in the Circular, "The Meeting — The Alpha Arrangement" — and "Principal Steps of the Alpha Arrangement", "Procedure for Exchange of Alpha Shares", "No Fractional Shares to be Issued", "Treatment of Alpha Options", "Cancellation of Rights After Six Years" and "Risks Associated with the Alpha Arrangement".

Alpha Spinco Shares

Alpha Spinco Shares are not subject to any future call or assessment and do not have any pre-emptive, conversion or redemption rights, and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the Alpha Spinco Shares, all of which rank equally as to all benefits which might accrue to the holders of the Alpha Spinco Shares. All holders of Alpha Spinco Shares are entitled to receive a notice of any general meeting to be convened by Alpha Spinco. At any general meeting of Alpha Spinco, subject to the restrictions on joint registered owners of Alpha Spinco Shares, every Alpha Spinco Shareholder has one vote for each Alpha Spinco Share of which he or she is the registered owner. Voting rights may be exercised in person or by proxy.

The holders of Alpha Spinco Shares are entitled to share pro rata in any: (i) dividends if, as and when declared by the Alpha Spinco Board, and (ii) such assets of Alpha Spinco as are distributable to shareholders upon liquidation of Alpha Spinco. The aggregate Alpha Spinco Shares outstanding upon completion of the Alpha Arrangement will be fully paid and non-assessable.

Stock Options

As of the date of the Circular, Alpha Spinco has adopted the Alpha Spinco Option Plan. The Alpha Spinco Board does not intend to grant any additional incentive stock options until such time following listing of the Alpha Spinco Shares on the TSXV that the trading price of the Alpha Spinco Shares has stabilized such that a fair market value exercise price for options can be determined.

Listing of Alpha Spinco Shares

An application has been made for the listing of the Alpha Spinco Shares on the TSXV. Listing will be subject to Alpha Spinco fulfilling all the initial listing requirements of the TSXV. There can be no assurances as to if, or when, the Alpha Spinco Shares will be listed or traded on the TSXV, or any other stock exchange.

As at the date of the Circular, there is no market through which the Alpha Spinco Shares to be distributed pursuant to the Alpha Arrangement may be sold and AlphaShareholders may not be able to resell the Alpha Spinco Shares to be distributed to them pursuant to the Alpha Arrangement. This may affect the pricing of the Alpha Spinco Shares in the secondary market, the transparency and availability of trading prices, the liquidity of the Alpha Spinco Shares, and the extent of issuer regulation.

As at the date of the Circular, Alpha Spinco does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities on the TSX, a U.S. marketplace, or a marketplace outside Canada and the United States of America.

See in this Appendix "F", "Risks Associated with Alpha Spinco".

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DIVIDENDS OR DISTRIBUTIONS

Alpha Spinco has not paid dividends since its incorporation. While there are no restrictions precluding Alpha Spinco from paying dividends, it has no source of cash flow and anticipates using all available cash resources toward its stated business objectives. At present, Alpha Spinco's policy is to retain earnings, if any, to finance its business operations. The Alpha Spinco Board will determine if and when dividends should be declared and paid in the future based on Alpha Spinco's financial position at the relevant time.

CONSOLIDATED CAPITALIZATION

The following table sets out the share and loan capital of Alpha Spinco. The table should be read in conjunction with the audited financial statements and unaudited pro-forma consolidated financial statements attached as Schedules "1" and "4" to this Appendix "F", as well as with the other disclosure contained in this Appendix and in the Circular. See also in this Appendix "F", "Description of Securities Distributed" and "Prior Sales".

Capital Authorized

Amount outstanding as ofSeptember 30, 2013 (1)

Amount outstanding as of the date of the Circular(1)

Amount outstanding as of assuming completion of the Alpha Arrangement(2)(3)

Alpha Spinco Shares

Unlimited 100 100 13,617,316

Long term debt N/A Nil Nil Nil

(1) See in this Appendix:"F", "Prior Sales".

(2) These figures are extracted from the unaudited pro-forma consolidated financial statements of Alpha Spinco attached to this Appendix "F" as Schedule "3", which are presented on the basis that the Alpha Arrangement completed as at July 31, 2013. See in this Appendix "F", "Description of Securities Distributed". See also in the Circular, "The Meeting — The Arrangement — Principal Steps of the Arrangement" and "The Meeting — The Arrangement— Procedure for Exchange of Fission Shares

(3) Assumes no Alpha Warrants or Alpha Options are exercised, this number would increase to 15,685,487 if all the Alpha Warrants and Alpha Options were exercised.

OPTIONS AND OTHER RIGHTS TO PURCHASE SECURITIES OF ALPHA SPINCO

Stock Options – Alpha Spinco Stock Option Plan

The Alpha Spinco Board, with the approval of Alpha as Alpha Spinco's sole shareholder, has adopted a stock option incentive plan (the "Alpha Spinco Option Plan") that will be implemented upon acceptance by the TSXV in conjunction with the proposed listing of the Alpha Spinco Shares on the TSXV. The Alpha Spinco Option Plan is a rolling stock option plan that sets the number of Alpha Spinco Shares issuable under the Alpha Spinco Option Plan at a maximum of 10% of the Alpha Spinco Shares issued and outstanding at the time of any grant under the Alpha Spinco Option Plan. As of the date of the Circular, Alpha Spinco has not granted any incentive stock options under the Alpha Spinco Option Plan, or otherwise, nor has it issued any other rights or securities to purchase Alpha Spinco Shares. The Alpha Spinco Board does not intend to grant any additional incentive stock options until such time following listing of

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the Alpha Spinco Shares on the TSXV that the trading price of the Alpha Spinco Shares on the TSXV has stabilized, such that a fair market value exercise price for options can be determined.

Summary of the Alpha Spinco Option Plan

The Alpha Spinco Option Plan reserves for issuance a maximum of 10% of the Alpha Spinco Shares at the time of a grant of options under the Alpha Spinco Option Plan. The Alpha Spinco Option Plan will be administered by the Alpha Spinco Board and provide for grants of non-transferable options under the Alpha Spinco Option Plan at the discretion of the Alpha Spinco Board, to directors, officers, employees, management company employees of, or consultants to, Spinco and its subsidiaries, or their permitted assigns (each an "Eligible Person").

The exercise price of options granted under the Alpha Spinco Option Plan will be determined by the Alpha Spinco Board. Following listing of the Alpha Spinco Shares on the TSXV, the exercise price must not be lower than the last closing sales price for the common shares as quoted on the TSXV for the market trading day immediately prior to the date of grant of the option, less any discount permitted by the TSXV.

Options to acquire more than 2% of the issued and outstanding Alpha Spinco Shares may not be granted to any one consultant in any 12-month period and options to acquire more than an aggregate of 2% of the issued and outstanding Alpha Spinco Shares may not be granted to persons employed to provide Investor Relations Activities (as such term is defined by the policies of the TSXV) in any 12-month period. Options granted to acquire more than 5% of the issued and outstanding Alpha Spinco Shares may not be granted to any one individual in any 12-month period.

The term of any options granted under the Alpha Spinco Option Plan will be fixed by the Alpha Spinco Board and may not exceed five years. Should an Eligible Person cease to qualify as an Eligible Person under the Alpha Spinco Option Plan prior to expiry of the term of their respective options, those options will terminate at the earlier of (i) the end of the period of time permitted for exercise of the option or, (ii) the 90th day after the option holder ceases to be an Eligible Person for any reason other than death, disability or just cause. If an option holder providing Investor Relations Activities ceases to provide such Investor Relations Activities to Alpha Spinco, options granted to such option holder will expire on the 30th day after such cessation. If such cessation as an Eligible Person is on account of disability or death, the options terminate on the first anniversary of such cessation, and if it is on account of termination of employment for just cause, the options terminate immediately.

The Alpha Spinco Option Plan also provides for adjustments to outstanding options in the event of alteration in the capital structure of Alpha Spinco, merger or amalgamation involving Alpha Spinco or Alpha Spinco's entering into a plan of arrangement. Moreover, upon a change of control, all options outstanding under the Alpha Stock Option Plan shall become immediately exercisable.

The directors of Alpha Spinco may, at their discretion at the time of any grant, impose a schedule over which period of time options will vest and become exercisable by the optionee; however, for so long as the Alpha Spinco Shares are listed on the TSXV, options granted to persons performing Investor Relations Activities must vest in stages over a 12-month period with no more than one quarter of the options vesting in any three month period.

Subject to any required approval of the TSXV, the Alpha Spinco Board may terminate, suspend or amend the terms of the Alpha Spinco Option Plan, provided that for certain amendments, the

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Alpha Spinco Board must obtain shareholder approval, and, where required, Disinterested Shareholder Approval (as such term is defined in the Alpha Spinco Option Plan).

TSXV policy requires that the Alpha Spinco Option Plan be approved and ratified by Alpha Spinco's shareholders and submitted to the TSXV for acceptance on an annual basis. Further shareholder approval will not be required for option grants made in accordance with the Alpha Spinco Option Plan, except in certain circumstances as required by the policies of the TSXV.

Warrants

As of the date of this Circular, Alpha Spinco does not have any warrants.

PRIOR SALES

During the 12 months prior to the date of the Circular, the following Alpha Spinco Shares have been issued:

Date Number of Spinco Shares Issue price per Spinco Share

September 27, 2013 100 $0.01

See also in this Appendix "F", "Description of Securities Distributed" and "Consolidated Capitalization".

PRINCIPAL SECURITYHOLDERS

As of the date of the Circular, Alpha holds 100% of the issued Alpha Spinco Shares.

Assuming completion of the Alpha Arrangement and to the knowledge of Alpha Spinco's directors and officers, no person will beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the then issued Alpha Spinco Shares.

DIRECTORS AND EXECUTIVE OFFICERS

Name, Address, Occupation and Security Holdings

As at the date of the Circular, the sole director and officer of Alpha Spinco is Benjamin Ainsworth, a director and the President and Chief Executive Officer of Alpha. Prior to completion of the Alpha Arrangement, it is anticipated that the individual set out below, each of whom is a director of Alpha, will also be appointed as directors of Alpha Spinco by Alpha. The directors of Alpha will be elected annually at each annual general meeting of the Alpha Spinco shareholders and will hold office until the next annual general meeting unless a director's office is earlier vacated in accordance with the Articles of Alpha Spinco or he becomes disqualified to serve as a director. As at the date of the Circular, the proposed directors and executive officers of Alpha Spinco hold no Alpha Spinco Shares. Assuming completion of the Alpha Arrangement and based on the number of Alpha Shares and securities convertible into Alpha Shares beneficially owned, directly or indirectly, or over which control or direction is exercised by all of the directors and officers of Alpha Spinco as a group as at the date of the Circular, the number and percentage of Alpha Spinco Shares that will be beneficially owned, directly or indirectly, or over which control or direction will be exercised by all of the directors and executive officers of Alpha Spinco as a group will be approximately 2.0% of the then issued and outstanding Alpha Spinco Shares.

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The names, province or state and country of residence, positions and offices, and principal occupations of each of the proposed directors and executive officers of Alpha Spinco are as follows:

Name and place of residence

Principal occupation(4) Director and/or Officer since

Benjamin Ainsworth(1)

British Columbia, Canada Director, Chairman and CEO

CEO and Director of Alpha Minerals Inc., President and Director of Canyon Copper Corp., former Director of Hathor Exploration Ltd, Senior Geologist and Mining Consultant, Principal of Ainsworth- Jenkins Holdings Inc.

September 27, 2013

Michael Gunning(2)(3)

British Columbia, Canada Chairman and Director

Geologist. President of Renntiger Resources Ltd.; Director of Star Core International Mines Ltd., Past CEO of Hathor Exploration Ltd., and Past CEO and Director of Triex Minerals Ltd.

to be appointed

James Yates(1)(2)(3)

British Columbia, Canada Director

Director of Alpha Minerals Inc., Director of Canyon Copper Corp., Director of Alternative Earth Resources Inc., Self-employed businessman, President of Hycroft Realty since 1964, and Director of several reporting companies

to be appointed

Warren Stanyer(1)(2)

British Columbia, Canada Director

Director of Alpha Minerals Inc., President, CEO, Director and Chairman of Nevada Sunrise Gold Corp. and Director, President and CEO of New Moon Minerals Corp., a private mineral exploration company.

to be appointed

Charles Roy(3)

Saskatchewan, CanadaDirector

Retired Geologist, formerly with Cameco Corporation.

to be appointed

Kurt BordianBritish Columbia, Canada CFO

Chief Financial Officer of Alpha. to be appointed

Garrett AinsworthBritish Columbia, CanadaVice President Exploration

Vice President Exploration of Alpha Minerals Inc.

to be appointed

(1) Proposed member of the Audit Committee,

(2) Proposed member of the Corporate Governance.

(3) Proposed member of the Compensation Committee and Nominating Committee.

(4) The information as to principal occupation has been furnished by each director and/or officer individually.

See in this Appendix "F", "Audit Committee" and "Corporate Governance - Board Committees".

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

Corporate Cease Trade Orders

As at the date of the Circular, no proposed director or executive officer of Alpha Spinco is, or within the ten years prior to the date of the Circular has been, a director, chief executive officer or chief financial officer of any company (including Alpha Spinco), that while that person was

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acting in that capacity: was subject to: a cease trade order (including any management cease trade order which applied to directors or executive officers of a company, whether or not the person is named in the order), or an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an "Order"); or was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

Bankruptcy

To the knowledge of Alpha Spinco, as at the date of the Circular no proposed director, executive officer, or shareholder holding a sufficient number of securities of Alpha Spinco to affect materially the control of Alpha Spinco is, or within the ten years prior to the date of the Circular has: been a director or executive officer of any company (including Alpha Spinco) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Penalties and Sanctions

To the knowledge of Alpha Spinco, as at the date of the Circular no proposed director, executive officer, or shareholder holding a sufficient number of securities of Alpha Spinco to affect materially the control of Alpha Spinco has been subject to: any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

Certain of the proposed directors and officers of Alpha Spinco will not be devoting all of their time to the affairs of Alpha Spinco. Certain of the proposed directors and officers of Alpha Spinco are directors and officers of other companies, some of which are in the same business as Alpha Spinco.

The directors and officers of Alpha Spinco are required by law to act in the best interests of Alpha Spinco. They have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to Alpha Spinco may result in a breach of their obligations to the other companies, and in certain circumstances this could expose Alpha Spinco to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of Alpha Spinco. Such conflicting legal obligations may expose Alpha Spinco to liability to others and impair its ability to achieve its business objectives.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Alpha Spinco was incorporated on September 27, 2013 and, accordingly, has not yet completed a financial year and has not yet developed a compensation program. Upon completion of the Alpha Arrangement, it is anticipated that Alpha Spinco will establish a compensation committee which will recommend how directors will be compensated for their services as directors. The compensation committee is expected to recommend the granting of stock options in such amounts and upon such terms as may be recommended by the compensation committee and approved by Alpha Spinco's directors from time to time.

The compensation committee will also consider and make recommendations with respect to the compensation of the executive officers of Alpha Spinco. It is anticipated that all executive officers of Alpha Spinco will receive cash compensation and stock option grants in line with market practice for public issuers in the same industry and market and of the same size as Alpha Spinco.

Long term Incentive Plan

Alpha Spinco does not have any long-term incentive plan.

Option-Based Awards

Following completion of the Alpha Arrangement, the directors and executive officers of Alpha Spinco will hold the no Alpha Spinco Options.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

Since its incorporation and as of the date of the Circular, no proposed director or officer of Alpha Spinco, or any associate or affiliate of such person, is or ever has been indebted to Alpha Spinco with respect to the purchase of securities or otherwise; nor has any such person's indebtedness to any other entity been the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Alpha Spinco.

CORPORATE GOVERNANCE

Corporate governance relates to the activities of the Alpha Spinco Board, the members of which are elected by and are accountable to Alpha Spinco's shareholders, and takes into account the role of the individual members of management who are appointed by the Alpha Spinco Board and who are charged with the day-to-day management of Alpha Spinco. The Alpha Spinco Board is committed to sound corporate governance practices, which are both in the interest of its shareholders and contribute to effective and efficient decision making. The following is a summary of Alpha Spinco's proposed approach to corporate governance.

Board of Directors

The Alpha Spinco Board is presently comprised of one (1) director. Upon completion of the Alpha Arrangement, it is anticipated that the Alpha Spinco Board will be comprised of five (5)directors, three (3) of whom will be independent. The definition of independence used by the Company is that used by the Canadian Securities Administrators, which is set out in section 1.4 of National Instrument 52-110 Audit Committees (“NI 52-110”). A director is independent if he has no direct or indirect material relationship to the Company. A “material relationship” is a

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relationship which could, in the view of the Alpha Spinco Board, be reasonably expected to interfere with the exercise of the director’s independent judgment. Certain types of relationships are by their very nature considered to be material relationships and are specified in section 1.4 of NI 52-110. Upon their appointment to the Alpha Spinco Board, James E. Yates, Warren Stanyer and Charles Roy will be considered to be independent directors. Ben Ainsworth and Michael Gunning will not be considered to be independent as they will form management of Alpha Spinco.

The Alpha Spinco Board believes that the principal objective of Alpha Spinco is to generate economic returns with the goal of maximizing shareholder value, and that this is to be accomplished by the Alpha Spinco Board through its stewardship of Alpha Spinco. In fulfilling its stewardship function, the Alpha Spinco Board’s responsibilities will include strategic planning, appointing and overseeing management, succession planning, risk identification and management, environmental oversight, communications with other parties and overseeing financial and corporate issues. Directors are involved in the supervision of management.

Alpha Spinco has not developed written position descriptions for the Chair and the Chief Executive Officer. The Chair is not expected to be independent. Pursuant to the Business Corporations Act (British Columbia), directors must declare any interest in a material contract or transaction or a proposed material contract or transaction. Further, the independent members of the Alpha Spinco Board are expected to meet independently of management members when warranted. The Alpha Spinco Board has not yet met.

The independent directors, where deemed necessary by the independent directors, are expected to hold in-camera sessions exclusive of non-independent directors and members of management, which process facilitates open and candid discussion amongst the independent directors.

Other Directorships

Certain of the proposed directors of Alpha Spinco are also directors of other issuers that are "reporting issuers" as that term is defined in and for the purposes of securities legislation, which positions are summarized as follows:

Current Director / Nominee Other Directorships of other Reporting Issuers

James E. YatesAlternative Earth Resources Inc., and Canyon Copper Corp.

Ben AinsworthCanyon Copper Corp., Interconnect Ventures Corp., Columbia Yukon Explorations Inc., Black Panther Mining Corp., Sultan Minerals Inc., and Dajin Resources Corp.

Warren Stanyer Nevada Sunrise Gold Corp. and New Moon Minerals Corp.

Michael GunningGalena International Resources Inc. and Starcore International Mines Ltd.

Orientation and Continuing Education

As it was only recently incorporated, Alpha Spinco has not yet developed an official orientation or training program for new directors, and this has not, to date, been necessary as the proposed

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directors of Alpha Spinco are also directors of Alpha and familiar with the role of a director of a publicly listed mineral resource company.

New directors of Alpha Spinco will be provided with a package of pertinent information about Alpha Spinco which includes written information about the duties and obligations of directors, the business and operations of Alpha Spinco and documents from recent board meetings. Specific details of the orientation of each new director are tailored to that director’s individual needs and areas of interest.

Alpha Spinco also expects to provide continuing education to directors by way of management presentations to ensure that their knowledge and understanding of Alpha Spinco’s business remains current. Alpha Spinco’s financial and legal advisers are also expected to be available to Alpha Spinco’s directors.

Ethical Business Conduct

It is expected that Alpha Spinco will adopt a Code of Business Conduct and Ethics (the “Code”) which is intended to document the principles of conduct and ethics to be followed by Alpha Spinco’s directors, officers and employees. The purpose of the Code will be to:

• Promote integrity and deter wrongdoing.

• Promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest.

• Promote avoidance of absence of conflicts of interest.

• Promote full, fair, accurate, timely and understandable disclosure in public communications made by Alpha Spinco.

• Promote compliance with applicable governmental laws, rules and regulations.

• Promote and provide a mechanism for the prompt, internal reporting of departures from the Code.

• Promote accountability for adherence to the Code.

• Provide guidance to Alpha Spinco‘s directors, officers and employees to help them recognize and deal with ethical issues.

• To help foster a culture of integrity, honesty and accountability throughout Alpha Spinco.

A copy of the Code will be available for inspection at Alpha Spinco’s offices. In Alpha SpincoBoard’s regular meetings, the Alpha Spinco Board will consider Alpha Spinco’s operations and business activities in light of the Code. The Alpha Spinco Board expects management to operate the business of Alpha Spinco in a manner that enhances shareholder value and is consistent with the highest level of integrity.

Nomination of Directors

Alpha Spinco does not have a formal process or committee for proposing new nominees for election to Alpha Spinco Board. The nominees are generally the result of recruitment efforts by the Alpha Spinco Board members, including both formal and informal discussions among Alpha Spinco Board members.

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Compensation

The Alpha Spinco Board is expected to establish a Compensation Committee which is responsible for reviewing the adequacy and form of compensation paid to Alpha Spinco’s executives and key employees, and ensuring that such compensation realistically reflects the responsibilities and risks of such positions. In fulfilling its responsibilities, the Compensation Committee will evaluate the performance of the chief executive officer and other senior management in light of corporate goals and objectives, and make recommendations with respect to compensation levels based on such evaluations. The Compensation Committee is expected to be comprised of three directors Charles Roy, James Yates and Michael Gunning, the majority of whom will be independent directors.

For more information, see in this Appendix "F", "Executive Compensation".

Board Committees

The Alpha Spinco Board has not established any committees other than the Audit, the Compensation and Corporate Governance Committees. The Corporate Governance Committee is expected to be comprised of three directors James Yates, Warren Stanyer and Michael Gunning, the majority of whom will be independent directors, which will be responsible for establishing and monitoring the governance practices and procedures of the Alpha Spinco Board and of the committees of the Alpha Spinco Board.

Assessments

There is not expected to be formal committee with the responsibility for assessing the effectiveness of the Alpha Spinco Board as whole. The Alpha Spinco Board as a group is expected to regularly reviewsits performance and assess the effectiveness of the Alpha Spinco Board as a whole.

Advisory Panel

Alpha Spinco also expects to establish an advisory panel to the Alpha Spinco Board which will provide the Alpha Spinco Board with additional expertise and experience. The initial member of the advisory panel is expected to be Alan Graham. Mr. Graham is currently a member of the Alpha Board and brings to Alpha Spinco extensive expertise in the down-stream nuclear fuel cycle and regulatory sectors. He was appointed as a member of the former Atomic Energy Control Board in 1999, and subsequently was appointed a member of the Canadian Nuclear Safety Commission (CNSC), where he served as a commissioner for twelve years. Mr. Graham is a former Minister of Natural Resources and Energy and served as Deputy Premier for the Province of New Brunswick, and served as an MLA for that Province from 1967 until 1998. Mr. Graham was involved in the permitting and oversight of nearly all of the producing uranium mines in the Athabasca Basin.

AUDIT COMMITTEE

Audit Committee Charter

The Alpha Spinco Board has adopted an Audit Committee Charter, which sets out the Audit Committee’s mandate, organization, powers and responsibilities. The Audit Committee Charter is attached as Schedule “5” to this Appendix “F” to this Circular.

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Audit Committee Members

Upon completion of the Alpha Arrangement, the Audit Committee is expected to consist of the following three (3) directors. Also indicated is whether they are ‘independent’ and ‘financially literate’.

Name of Member Independent (1)

Financially Literate (2)

Ben Ainsworth – Chairman not independent (1)

financially literate (1)

James E. Yates – Member independent (1)

financially literate (1)

Warren Stanyer– Member independent (1)

financially literate (1)

(1) A member of the Audit Committee is independent if he has no direct or indirect ‘material relationship’ with Alpha Spinco. A material relationship is a relationship which could, in the view of the Board, reasonably interfere with the exercise of a member’s independent judgment. An executive officer of Alpha Spinco, such as the President, is deemed to have a material relationship with Alpha Spinco.(2) A member of the Audit Committee is financially literate if he has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised Alpha Spinco’s financial statements.

Relevant Education and Experience

Ben Ainsworth – Mr. Ainsworth is a geologist with many years of experience of serving as a director and officer of publicly listed mineral exploration companies.

Warren Stanyer – Mr. Stanyer has 17 years of experience in the mineral exploration industry and has served as a consultant, Director, Corporate Secretary, Vice-President, COO, and President and CEO to a number of public mineral exploration companies including Pioneer Metals Corporation, UEX Corporation and Northern Continental Resources Inc.

James E. Yates – Mr. Yates is an independent businessman with 20 years of experience in corporate development and the financing of start-up resource companies. Financed and developed to production the Crowfoot Lewis open-pit gold mine in Nevada. Founder and President of Hycroft Realty Ltd., a company involved in real estate sales and development. Mr. Yates has also served as director and audit committee member on other public companies.

Pre-Approved Policies and Procedures for Non-Audit Services

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services; however, as provided for in NI 52-110 the Audit Committee must pre-approve all non-audit services to be provided to Alpha Spinco, unless otherwise permitted by NI 52-110.

External Auditor Service Fees

Since Alpha Spinco's incorporation on September 27 2013, no fees, audit or otherwise, have been billed to Spinco by its auditor, Saturna Group Chartered Accountants LLP.

The fees billed to Spinco by the Company's auditor since its incorporation on September 27, 2013, by category, are as follows:

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Audit Fees Audit Related Fees Tax Fees All Other Fees

September 27, 2013 –September 30, 2013

Nil Nil Nil Nil

Reliance on Exemption

As Alpha Spinco is an "IPO venture issuer" for purposes of applicable securities legislation, Spinco is relying on the exemption in Section 6.1 of NI 52-110 from the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

RISKS ASSOCIATED WITH ALPHA SPINCO

An investment in Alpha Spinco Shares, as well as Alpha Spinco's prospects, are highly speculative due to the high-risk nature of its business and the present stage of its development. Shareholders of Alpha Spinco may lose their entire investment. The risks described below are not the only ones facing Alpha Spinco. Additional risks not currently known to Alpha Spinco, or that Alpha Spinco currently deems immaterial, may also impair Alpha Spinco's operations. If any of the following risks actually occur, Alpha Spinco's business, financial condition and operating results could be adversely affected.

Alpha Shareholders should consult with their professional advisors to assess the Alpha Arrangement and their resulting investment in Alpha Spinco. In evaluating Alpha Spinco and its business and whether to vote in favour of the Alpha Arrangement, Alpha Shareholders should carefully consider, in addition to the other information contained in the Circular and this Appendix "F", the risk factors which follow, as well as the risks associated with the Alpha Arrangement (see in the Circular "The Meeting — The Alpha Arrangement - Risks Associated with the Alpha Arrangement"). These risk factors may not be a definitive list of all risk factors associated with the Alpha Arrangement, an investment in Alpha Spinco or in connection with Alpha Spinco's business and operations.

Listing of Alpha Spinco Shares

The Alpha Spinco Shares are not currently listed on any stock exchange. Although an application will be made to the TSXV for listing of the Alpha Spinco Shares on the TSXV, there is no assurance when, or if, the Alpha Spinco Shares will be listed on the TSXV or on any other stock exchange. Until the Alpha Spinco Shares are listed on a stock exchange, shareholders of Alpha Spinco may not be able to sell their Alpha Spinco Shares. Even if a listing is obtained, ownership of Alpha Spinco Shares will involve a high degree of risk.

Qualification under the Tax Act for a Registered Plan

If the Alpha Spinco Shares are not listed on a designated stock exchange in Canada before the due date for Alpha Spinco’s first income tax return or if Alpha Spinco does not otherwise satisfy the conditions in the Tax Act to be a "public corporation" before the due date for Alpha Spinco's first income tax return, the Alpha Spinco Shares will not be considered to be a qualified investment for a Registered Plan from their date of issue. Where a Registered Plan acquires a Alpha Spinco Share in circumstances where the Alpha Spinco Share is not a qualified investment under the Tax Act for the Registered Plan, adverse Canadian tax consequences may arise for the Registered Plan and the annuitant or the holder under the Registered Plan,

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including that the Registered Plan may become subject to penalty taxes, the annuitant or holder of such Registered Plan may be deemed to have received income therefrom or be subject to a penalty tax or, in the case of a registered education savings plan, such plan may have its tax exempt status revoked.

Limited Business History

Alpha Spinco has a short history of operations and has no history of earnings. The likelihood of success of Alpha Spinco must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. Alpha Spinco has limited financial resources and there is no assurance that funding over and above the initial cash subscription amount will be available to it when needed. There is also no assurance that Alpha Spinco can generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

Unknown Environmental Risks for Past Activities

Exploration and mining operations incur risks of releases to soil, surface water and groundwater of metals, chemicals, fuels, liquids having acidic properties and other contaminants. In recent years, regulatory requirements and improved technology have significantly reduced those risks. However, those risks have not been eliminated, and the risk of environmental contamination from present and past exploration or mining activities exists for mining companies. Companies may be liable for environmental contamination and natural resource damages relating to properties that they currently own or operate or at which environmental contamination occurred while or before they owned or operated the properties. No assurance can be given that potential liabilities for such contamination or damages caused by past activities at the Alpha Spinco Properties do not exist.

Indemnified Liability Risk

Pursuant to the Arrangement Agreement, Alpha Spinco has covenanted and agreed that, following the Effective Time, it will indemnify Alpha, Fission and their subsidiaries from all losses suffered or incurred by Alpha, Fission or their subsidiaries as a result of or arising directly or indirectly out certain matters specified in the Arrangement Agreement.

Any liability of Alpha for Tax cannot be determined for certain at this time because Alpha 's tax liability will depend on the fair market value of the Alpha Spinco Shares on the Effective Date and other factors including, but not limited to, the other deductions or credits available to Alphasuch as loss carry forwards in the taxation year of Alpha that includes the distribution of the Alpha Spinco Shares. A successful indemnification claim made by Alpha, Fission or their subsidiaries against Alpha Spinco pursuant to the Arrangement Agreement could have a material adverse effect on Alpha Spinco.

Sale of Alpha Spinco Shares by Alpha as Funding for its Canadian withholding tax obligations, if required

If Alpha determines that a deemed dividend will arise as a consequence of the Arrangement, Fission, Alpha, the Depositary and any relevant intermediary will be entitled to deduct and withhold from any consideration payable or otherwise deliverable to a Alpha Shareholder that is not resident in Canada for Canadian tax purposes (including the Spinco Shares) such amounts as Fission, Alpha, the Depositary and any relevant intermediary is required or permitted to deduct and withhold under the Tax Act. To the extent that Fission, Alpha, the Depositary and

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any relevant intermediary is required to deduct and withhold from consideration that is not cash, including the Alpha Spinco Shares, Fission, Alpha, the Depositary and any relevant intermediary is entitled to liquate such consideration to the extent necessary in order to fund its deduction, withholding and remittance obligations. Any such sales may negatively impact the trading price of the Alpha Spinco Shares where such shares are listed.

Acquisitions and Joint Ventures

Alpha Spinco will evaluate from time to time opportunities to acquire and joint venture mining assets and businesses. These acquisitions and joint ventures may be significant in size, may change the scale of Alpha Spinco's business and may expose it to new geographic, political, operating, financial and geological risks. Alpha Spinco's success in its acquisition and joint venture activities will depend on its ability to identify suitable acquisition and joint venture candidates and partners, acquire or joint venture them on acceptable terms and integrate their operations successfully with those of Alpha Spinco. Any acquisitions or joint ventures would be accompanied by risks, such as the difficulty of assimilating the operations and personnel of any acquired companies; the potential disruption of Alpha Spinco's ongoing business; the inability of management to maximize the financial and strategic position of Alpha Spinco through the successful incorporation of acquired assets and businesses or joint ventures; additional expenses associated with amortization of acquired intangible assets; the maintenance of uniform standards, controls, procedures and policies; the impairment of relationships with employees, customers and contractors as a result of any integration of new management personnel; dilution of Alpha Spinco's present shareholders or of its interests in its subsidiaries or assets as a result of the issuance of shares to pay for acquisitions or the decision to grant earning or other interests to a joint venture partner; and the potential unknown liabilities associated with acquired assets and businesses. There can be no assurance that Alpha Spinco would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions or joint ventures. There may be no right for shareholders to evaluate the merits or risks of any future acquisition or joint venture undertaken except as required by applicable laws and regulations.

Additional Financing and Dilution

Alpha Spinco plans to focus on exploring for minerals and will use its working capital to carry out such exploration. However, Alpha Spinco will require additional funds to further such activities. To obtain such funds, Alpha Spinco may sell additional securities including, but not limited to, its common shares or some form of convertible security, the effect of which would result in a substantial dilution of the equity interests of Alpha Spinco's shareholders.

There is no assurance that additional funding will be available to Alpha Spinco for additional exploration or for the substantial capital that is typically required in order to bring a mineral project to the production decision or to place a property into commercial production. There can be no assurance that Alpha Spinco will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of its properties.

Uncertainty of Mineral Resource Estimates

Mineral resource figures are only estimates. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. While Alpha Spinco believes that the mineral resource estimates included are established and reflect

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management's best estimates, the estimating of mineral resources is a subjective process and the accuracy of mineral resource estimates is a function of the quantity and quality of available data, the accuracy of statistical computations, and the assumptions used and judgments made in interpreting available engineering and geological information. There is significant uncertainty in any mineral resource estimate and the actual deposits encountered and the economic viability of a deposit may differ materially from Alpha Spinco's estimates. Estimated mineral resources may have to be re-estimated based on changes in uranium prices, further exploration or development activity or actual production experience. This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence mineral resource estimates. Mineral resources are not mineral reserves and there is no assurance that any mineral resource estimate will ultimately be reclassified as proven or probable mineral reserves. Mineral resources which are not mineral reserves do not have demonstrated economic viability.

No History of Mineral Production or Mining Operations

Alpha Spinco has never had a uranium or gold producing property. There is no assurance that commercial quantities of uranium or gold will be discovered nor is there any assurance that Alpha Spinco's exploration programs will yield positive results. Even if commercial quantities of uranium or gold are discovered, there can be no assurance that any property will ever be brought to a stage where uranium resources can profitably be produced therefrom. Factors which may limit the ability to produce uranium or gold resources include, but are not limited to, the spot price of uranium or gold, availability of additional capital and financing and the nature of any mineral deposits. Alpha Spinco does not have a history of mining operations that would guarantee it will produce revenue, operate profitably or provide a return on investment in the future. Alpha Spinco has not paid dividends in the past and Alpha Spinco does not have any plans to pay dividends in the foreseeable future.

Economics of Developing Mineral Properties

Mineral exploration and development is speculative and involves a high degree of risk. While the discovery of an ore body may result in substantial rewards, few properties which are explored are commercially mineable and ultimately developed into producing mines. There is no assurance that the Alpha Spinco Properties are commercially mineable.

Should any mineral resources and reserves exist, substantial expenditures will be required to confirm mineral reserves which are sufficient to commercially mine and to obtain the required environmental approvals and permitting required to commence commercial operations. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or feasibility studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) uranium and gold prices, which are historically cyclical; (5) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (6) political climate and/or governmental regulation and control. Development projects are also subject to the successful completion of engineering studies, issuance of necessary governmental permits, and availability of adequate financing. Development projects have no operating history upon which to base estimates of future cash flow.

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The ability to sell, and profit from the sale of any eventual mineral production from any property will be subject to the prevailing conditions in the minerals marketplace at the time of sale. The global minerals marketplace is subject to global economic activity and changing attitudes of consumers and other end- users' demand for mineral products. Many of these factors are beyond the control of a mining company and therefore represent a market risk which could impact the long term viability of the company and its operations.

Factors Beyond the Control of Alpha Spinco

The potential profitability of mineral properties is dependent upon many factors beyond. Alpha Spinco's control. For instance, world prices of and markets for minerals are unpredictable, highly volatile, potentially subject to governmental fixing, pegging and/or controls and respond to changes in domestic, international, political, social and economic environments. Another factor is that rates of recovery of minerals from mined ore (assuming that such mineral deposits are known to exist) may vary from the rate experienced in tests and a reduction in the recovery rate will adversely affect profitability and, possibly, the economic viability of a property. Profitability also depends on the costs of operations, including costs of labour, equipment, electricity, environmental compliance or other production inputs. Such costs will fluctuate in ways Alpha Spinco cannot predict and are beyond Alpha Spinco's control, and such fluctuations will impact on profitability and may eliminate profitability altogether. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for development and other costs have become increasingly difficult, if not impossible, to project. These changes and events may materially affect the financial performance of Alpha Spinco.

Alpha Spinco's potential future revenues will be directly related to the prices of uranium or gold as their potential revenues are expected to be derived from uranium or gold mining. Commodityprices are and will continue to be affected by numerous factors beyond Spinco's control.

Regulatory Requirements

The current or future operations of Alpha Spinco, including development activities and possible commencement of production on its properties, requires permits from various federal and local governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all permits which Alpha Spinco may require for the development and construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any mining project which Spinco might undertake.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations.

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Amendments or changes to current laws, regulations government policies and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on Alpha Spinco and cause increases in costs or require abandonment or delays in the development of new mining properties.

Insurance

Alpha Spinco's business is capital intensive and subject to a number of risks and hazards, including environmental pollution, accidents or spills, industrial and transportation accidents, labour disputes, changes in the regulatory environment, natural phenomena (such as inclement weather conditions, earthquakes, pit wall failures and cave-ins) and encountering unusual or unexpected geological conditions. Many of the foregoing risks and hazards could result in damage to, or destruction of; Alpha Spinco's mineral properties or future processing facilities, personal injury or death, environmental damage, delays in or interruption of or cessation of their exploration or development activities, delay in or inability to receive regulatory approvals to transport their uranium concentrates, or costs, monetary losses and potential legal liability and adverse governmental action. Alpha Spinco may be subject to liability or sustain loss for certain risks and hazards against which they do not or cannot insure or which it may reasonably elect not to insure because of the cost. This lack of insurance coverage could result in material economic harm to Alpha Spinco.

Uranium Industry Competition and International Trade Restrictions

The international uranium industry, including the supply of uranium concentrates, is competitive, with supplies available from a relatively small number of western world uranium mining companies, from certain republics of the former Soviet Union and the People's Republic of China, from excess inventories, including inventories made available from decommissioning of nuclear weapons, from reprocessed uranium and plutonium, from used reactor fuel, and from the use of excess Russian enrichment capacity to re-enrich depleted uranium tails held by European enrichers in the form of UF6. The supply of uranium from Russia and from certain republics of the former Soviet Union is, to some extent, impeded by a number of international trade agreements and policies. These agreements and any similar future agreements, governmental policies or trade restrictions are beyond the control of Alpha Spinco and may affect the supply of uranium available in the United States and Europe, which are currently the largest markets for uranium in the world. If Alpha Spinco is unable to supply uranium to important markets in the U.S. or Europe, its business, financial condition and results of operations may be materially adversely affected.

Deregulation of the Electrical Utility Industry

Alpha Spinco's future prospects may be tied directly to those of the electrical utility industry worldwide. Deregulation of the utility industry, particularly in North America and Europe, is expected to impact the market for nuclear and other fuels for years to come, and may result in the premature shutdown of nuclear reactors. Experience to date with deregulation indicates that utilities are improving the performance of their reactors and achieving record capacity factors. There can be no assurance that this trend will continue.

Public Acceptance of Nuclear Energy Cannot Be Assured

Growth in the demand for uranium and in the nuclear power industry will depend upon continued and increased acceptance of nuclear technology by the public as a safe and viable means of generating electricity. Growth of the uranium and nuclear power industry will also

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depend on continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. An accident or incident at a nuclear reactor anywhere in the world, or an accident or incident relating to the transportation or storage of new or spent nuclear fuel, could negatively impact the public's acceptance of nuclear power and the future prospects for nuclearpower generation, which may have a material and adverse effect on Alpha Spinco's business, financial condition and results of operations.

The March 2011 natural disasters in Japan, with the resultant effect of same on certain of the country's nuclear reactors, has caused concern internationally as to the safety of nuclear energy as available source of power. Further, a number of heads of government and their legislative bodies have announced reviews and/or delays of plans to develop new nuclear power facilities. In the United States, the Chairman of the Nuclear Regulatory Commission has publicly stated that a more stringent review of design risks will be undertaken for both existing facilities and future applications for new nuclear power facilities. The additional scrutiny by the NRC could affect all parts of the organization including the licensing of new uranium production facilities. Other relevant regulatory bodies could also react to these recent events, resulting in additional delays or barriers in permitting and licensing new uranium production operations. It is too soon for Alpha Spinco to determine the long-term impact such events will have on Alpha Spinco's financial condition, results of operations and permitting plans.

Nuclear Energy Competes With Other Viable Energy Sources

Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro¬electricity. These other sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrates and uranium conversion services, which in turn may result in lower market prices for uranium, which would materially and adversely affect Alpha Spinco's business, financial condition and results of operations.

Currency

Exchange rate fluctuations may affect the costs that Spinco incurs in its exploration activities. Uranium is generally sold in United States dollars. Since Alpha Spinco principally raises funds in Canadian dollars, but Alpha Spinco's costs may be incurred in United States dollars, the appreciation/depreciation of the United States dollar against the Canadian dollar may impact Alpha Spinco's operating costs and debt obligations.

Environmental Risks and Hazards

All phases of Alpha Spinco's operations are subject to environmental regulation in the jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the general, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect Alpha Spinco's operations. Environmental hazards may exist on the properties which are unknown to Alpha Spinco at

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present and which have been caused by previous or existing owners or operators of the properties. Reclamation costs are uncertain and planned expenditures estimated by management may differ from the actual expenditures required.

Alpha Spinco is not insured against most environmental risks. Insurance against environmental risks (including potential liability for pollution and other hazards as a result of the disposal of waste products occurring from exploration and production) has not been generally available to companies within the industry. Alpha Spinco will periodically evaluate the cost and coverage of the insurance against certain environmental risks that is available to determine if it would be appropriate to obtain such insurance.

Without such insurance, and if Alpha Spinco becomes subject to environmental liabilities, the payment of such liabilities would reduce or eliminate its available funds or could exceed the funds Alpha Spinco has to pay such liabilities and result in bankruptcy. Should Alpha Spinco be unable to fund fully the remedial cost of an environmental problem, Alpha Spinco might be required to enter into interim compliance measures pending completion of the required remedy.

Political Risk

Alpha Spinco's future prospects may be affected by political decisions about the uranium market. There can be no assurance that the Canadian or other governments will not enact legislation restricting to whom Alpha Spinco can sell uranium or that the Canadian or other governments will not increase the supply of uranium by decommissioning nuclear weapons.

Costs of Land Reclamation Risk

It is difficult to determine the exact amounts which will be required to complete all land reclamation activities in connection with the properties in which Alpha Spinco holds an interest. Reclamation bonds and other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation activities over the life of a mine. Accordingly, it may be necessary to revise planned expenditures and operating plans in order to fund reclamation activities. Such costs may have a material adverse impact upon the financial condition and results of operations of Alpha Spinco.

No Assurance of Title to Property

There may be challenges to title to the mineral properties in which Alpha Spinco holds a material interest. If there are title defects with respect to any properties, Alpha Spinco might be required to compensate other persons or perhaps reduce its interest in the affected property. Also, in any such case, the investigation and resolution of title issues would divert management's time from ongoing exploration and development programs.

Dependence on Key Individuals

Alpha Spinco is dependent on a relatively small number of key personnel, particularly Benjamin Ainsworth, its President and Chief Operating Officer and Michael Gunning, its Chairman, the loss of any one of whom could have an adverse effect on Alpha Spinco. At this time, Alpha Spinco does not maintain key- person insurance on the lives of any of its key personnel. In addition, while certain of Alpha Spinco's officers and directors have experience in the exploration of mineral producing properties, Alpha Spinco will remain highly dependent upon contractors and third parties in the performance of its exploration and development activities. There can be no guarantee that such contractors and third parties will be available to carry out such activities on behalf of Apha Spinco or be available upon commercially acceptable terms.

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Risk of Amendments to Laws

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on Alpha Spinco and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Conflicts of Interest

Some of the directors and officers of Alpha Spinco are directors and officers of other companies, some of which are in the same business as Alpha Spinco. Some of Alpha Spinco's directors and officers will continue to pursue the acquisition, exploration and, if warranted, the development of mineral resource properties on their own behalf and on behalf of other companies, and situations may arise where they will be in direct competition with Alpha Spinco. Alpha Spinco's directors and officers are required by law to act in the best interests of Alpha Spinco. They may have the same obligations to the other companies in respect of which they act as directors and officers. Discharge of their obligations to Alpha Spinco may result in a breach of their obligations to the other companies and, in certain circumstances, this could expose Alpha Spinco to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of Alpha Spinco. Such conflicting legal obligations may expose Alpha Spinco to liability to others and impair its ability to achieve its business objectives.

Influence of Third Party Stakeholders

The lands in which Alpha Spinco holds an interest, or the exploration equipment and roads or other means of access which Alpha Spinco intends to utilize in carrying out its work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims, Alpha Spinco's work programs may be delayed even if such claims are not meritorious. Such delays may result in significant financial loss and loss of opportunity for Alpha Spinco.

Fluctuation in Market Value of Alpha Spinco Shares

Assuming the Alpha Spinco Shares are listed on the TSXV, the market price of the Alpha Spinco Shares, as a publicly traded stock, can be affected by many variables not directly related to the corporate performance of Alpha Spinco, including the market in which it is traded, the strength of the economy generally, the availability and attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of Alpha Spinco Shares in the future cannot be predicted. The lack of an active public market could have a material adverse effect on the price of Alpha Spinco Shares.

Substantial Number of Authorized but Unissued Alpha Spinco Shares

Alpha Spinco has an unlimited number of common shares which may be issued by the Alpha Spinco Board without further action or approval of Alpha Spinco's shareholders. While the Alpha Spinco Board is required to fulfill its fiduciary obligations in connection with the issuance of such shares, Alpha Spinco Shares may be issued in transactions with which not all shareholdersagree, and the issuance of such shares will cause dilution to the ownership interests of Alpha Spinco's shareholders.

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See also in the Circular, "The Meeting — The Arrangement — Risks Associated with the Arrangement".

PROMOTERS

Alpha took the initiative of founding and organizing Alpha Spinco and its business and operations and, as such, may be considered to be the promoter of Alpha Spinco for the purposes of applicable securities legislation. As at the date of the Circular, Alpha is the sole (100%) shareholder of Alpha Spinco and has transferred or will transfer assets to Alpha Spinco in conjunction with the reorganization of its business to allow Alpha Spinco to hold and operate the Alpha Spinco Properties (other than the PLS Property) and as contemplated by the terms of the Arrangement. See in this Appendix "F", "General Development of Alpha Spinco's Business", "Material Properties" and "Prior Sales". See also in the Circular, "The Meeting — The Arrangement — Background to the Arrangement', "The Meeting — The Arrangement —Reasons for the Arrangement" and "Information Concerning Alpha ".

The claims comprising the Alpha Spinco Properties have associated costs with their capital as reflected in the financial statements of Alpha Spinco and the pro forma financial statements of Alpha Spinco attached to this Appendix "F" respectively as Schedules "1","2","3" and "4".

During the 10 years prior to the date of the Circular, Alpha has not been subject to: a cease trade order (including any management cease trade order which applied to directors or executive officers of a company, whether or not the person is named in the order), or an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; nor has Alpha been subject to: any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision; nor has Alpha become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver manager or trustee appointed to hold its assets.

LEGAL PROCEEDINGS

There are no legal proceedings outstanding, threatened or pending, as of the date of the Circular, by or against Alpha Spinco or which Alpha Spinco is a party or to which the Alpha Spinco Properties or any other of the Alpha Spinco Assets is subject, nor to Alpha Spinco's knowledge are any such legal proceedings contemplated, which could become material to the shareholders of the Outstanding Alpha Voting Shares or a shareholder of Alpha Spinco.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Since Alpha Spinco's incorporation, no director, executive officer, or shareholder who beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Alpha Spinco Shares, or any known associates or affiliates of such persons, has or has had any material interest, direct or indirect, in any transaction or in any proposed transaction that has materially affected or is reasonably expected to materially affect Alpha Spinco other than Alphain connection with Alpha Spinco's incorporation (see in this Appendix "F", "Corporate Structure" and "Promoters"), the entering into of the Arrangement Agreement (see in the Circular, "The Meeting — The Arrangement"), and the transfer of assets to Alpha Spinco in connection with

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the Alpha Arrangement (see in this Appendix "F" , "General Development of Alpha Spinco's Business"). See also in this Appendix "F", "Material Contracts" below.

The directors and officers of Alpha are also, or will be, directors and officers of Alpha Spinco. See in the Circular under the heading "The Meeting — The Arrangement": "Background to the Arrangement", "Recommendation of the Alpha Board", "Reasons for the Alpha Arrangement", "Fairness Opinion" and " Alpha Voting Agreements".

AUDITORS, TRANSFER AGENTS AND REGISTRARS

The auditor of Alpha Spinco is Saturna Group Chartered Accountants LLP of Vancouver, British Columbia.

The registrar and transfer agent of Alpha Spinco and for the Alpha Spinco Shares is expected to be Computershare Investor Services Inc. with offices at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia V6C 3A8 Canada.

INTERESTS OF EXPERTS

Saturna Group Chartered Accountants LLP, the auditors for Alpha Spinco, has confirmed that they are independent with respect to Alpha Spinco within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

Certain legal matters relating to the Alpha Arrangement and Alpha Spinco will be passed upon by Miller Thomson LLP, Vancouver, British Columbia, legal counsel to Alpha Spinco.

None of the aforementioned persons nor any directors, officers, employees or partners, as applicable, of each of the aforementioned companies and partnerships, has received or will receive as a result of the Alpha Arrangement a direct or indirect interest in a property of Alpha Spinco or any associate or affiliate of Alpha Spinco, nor is currently expected to be elected, appointed or employed as a director, officer or employee of Spinco or any associate or affiliate of Alpha Spinco.

The information in this Appendix F to the Circular in respect of the Mikwam Property is summarized from the Technical Report prepared by Caracle Creek. As of the date hereof, to Alpha and Alpha Spinco’s knowledge, none of the authors of the Technical Report nor a designated professional (as defined in Form 51-102F2 of National Instrument 51-102 –Continuous Disclosure Obligations) of Caracle Creek has received or will receive any direct or indirect interest or interests in any securities or other property of Alpha or Alpha Spinco in excess of one percent of the issued and outstanding securities or other property of Alpha or Alpha Spinco.

MATERIAL CONTRACTS

Since its incorporation, Alpha Spinco has entered into the Arrangement Agreement and it is expected to enter into a number of agreements pursuant to which it will acquire the Alpha Spinco Assets, however, the only contracts that will be considered, pursuant to applicable securities legislation, to be material to Alpha Spinco upon completion of the Alpha Arrangement is the Arrangement Agreement dated as of September 17, 2013, among Alpha and Fission (see in the Circular, "The Meeting - The Alpha Arrangement").

A copy of the Arrangement Agreement may be inspected by Alpha Shareholders at the registered office of Alpha Spinco at 1000 — 840 Howe Street, Vancouver, British Columbia

F-4210537384.1

Canada, or at Alpha's head office at during normal business hours prior to the Meeting, or at the Meeting.

OTHER MATERIAL FACTS

There are no other material facts other than as disclosed herein.

FINANCIAL STATEMENTS

See in this Appendix "F", "Selected Financial Information Financial Statements" and Schedules 1, 2, 3 and 4.

F-4310537384.1

SCHEDULE 1 TO APPENDIX FAUDITED FINANCIAL STATEMENTS OF ALPHA SPINCO

10537384.1

ALPHA EXPLORATION INC.

Financial Statements

September 30, 2013

(Expressed in Canadian dollars)

F-45

INDEPENDENT AUDITORS’ REPORT

To the Directors of Alpha Exploration Inc.

We have audited the accompanying financial statements of Alpha Exploration Inc. (the “Company”), which comprise the statement of financial position as at September 30, 2013, and the statements of operations and comprehensive loss, changes in equity,and cash flows for the period from September 27, 2013 (date of incorporation) to September 30, 2013, and the related notes comprising a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also involves evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2013, and its financial performance and its cash flows for the period from September 27, 2013 (date of inception) to September 30, 2013, in accordance with International Financial Reporting Standards.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 of the financial statements which describe certain conditions that give rise to substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ SATURNA GROUP CHARTERED ACCOUNTANTS LLP

Saturna Group Chartered Accountants LLP

Vancouver, Canada

October 24, 2013

(The accompanying notes are an integral part of these financial statements)

F-46

10537384.1

ALPHA EXPLORATION INC.Statement of financial position(Expressed in Canadian dollars)

September 30,2013

$

Assets

Current assets

Due from related party 1

Total assets 1

Liabilities

Current liabilities

Accrued liabilities (Note 3) 1,200

Total liabilities 1,200

Shareholders’ deficit

Share capital (Note 5) 1Deficit (1,200)

Total shareholders’ deficit (1,199)

Total liabilities and shareholders’ deficit 1

Nature of operations and continuance of business (Note 1)Subsequent event (Note 8)

Approved and authorized for issuance by the Board of Directors onOctober 24, 2013:

/s/ “Benjamin Ainsworth”

Benjamin Ainsworth, Director

(The accompanying notes are an integral part of these financial statements)

F-47

10537384.1

ALPHA EXPLORATION INC.Statement of operations and comprehensive loss (Expressed in Canadian dollars)

Period fromSeptember 27,

2013(date of

incorporation) to September 30,

2013$

Revenue –

Expenses

Professional fees 1,200

Total expenses 1,200

Net loss and comprehensive loss (1,200)

Net loss per share, basic and diluted (12)

Weighted average shares outstanding 100

(The accompanying notes are an integral part of these financial statements)

F-48

10537384.1

ALPHA EXPLORATION INC.Statement of changes in equity(Expressed in Canadian dollars)

Share capital

Number of shares

Amount$

Deficit$

Total shareholder’s

deficit$

Balance, September 27, 2013 (date of incorporation) – – – –

Shares issued to parent company 100 1 – 1

Net loss for the period – – (1,200) (1,200)

Balance, September 30, 2013 100 1 (1,200) (1,199)

(The accompanying notes are an integral part of these financial statements)

F-49

10537384.1

ALPHA EXPLORATION INC.Statement of cash flows(Expressed in Canadian dollars)

Period fromSeptember 27, 2013

(date of incorporation) to September 30,

2013$

Operating activities

Net loss for the period (1,200)

Changes in non-cash operating working capital:

Accrued liabilities 1,200

Net cash used in operating activities –

Increase in cash –

Cash, beginning of period –

Cash, end of period –

Non-cash investing and financing activities:

Shares issued to parent company 1

Supplemental disclosures:

Interest paid –

Income taxes paid –

ALPHA EXPLORATION INC.Notes to the financial statementsSeptember 30, 2013(Expressed in Canadian dollars)

F-5010537384.1

1. Nature of Operations and Continuance of Business

Alpha Exploration Inc. (the “Company”) was incorporated under the laws of the province of British Columbia on September 27, 2013 as a wholly owned subsidiary of Alpha Minerals Inc. (“Alpha”). Its principal business activity will be the acquisition, exploration and development of mineral properties in Canada and the United States. Refer to Note 8.

These financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at September 30, 2013, the Company has not generated any revenues from operations, has a working capital deficit of $1,199, and has an accumulated deficit of $1,200. The Company needs to obtain necessary financing to acquire, explore and develop its mineral properties. Management will continue to target sources of financing through alliances with financial, exploration and mining entities, or other business and financial transactions which would assure continuation of the Company’s operations and exploration programs. The Company plans on acquiring certain net assets of Alpha, including $3,000,000 in cash holdings, as described in Note 8. The Company may require additional funding in the foreseeable future to carry out its exploration plans and fund its operations. The completion of this transaction is subject to uncertainty which raises significant doubt about the Company’s ability to continue as a going concern.These financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern.

2. Significant Accounting Policies

(a) Statement of Compliance and Basis of Preparation

The accompanying financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board.

The financial statements have been prepared on a historical cost basis. The financial statements are presented in Canadian dollars, which is the Company’s functional currency.

(b) Use of Estimates and Judgments

The preparation of the financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

Significant areas requiring the use of estimates include the deferred income tax asset valuation allowances.

There are no judgments made by management in the application of IFRS that have a significant effect on the financial statements and estimates with a significant risk of material adjustment in the current and following fiscal years.

ALPHA EXPLORATION INC.Notes to the financial statementsSeptember 30, 2013(Expressed in Canadian dollars)

F-5110537384.1

2. Significant Accounting Policies (continued)

(c) Financial Instruments

The Company does not have any derivative financial instruments.

(i) Non-derivative financial assets

The Company initially recognizes loans and receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risk and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Financial assets at fair value through profit or loss

Financial assets are classified as fair value through profit or loss when the financial asset is held for trading or it is designated as fair value through profit or loss. A financial asset is classified as held for trading if: (i) it has been acquired principally for the purpose of selling in the near future; (ii) it is a part of an identified portfolio of financial instruments that the Company manages and has an actual pattern of short-term profit taking; or (iii) it is a derivative that is not designated and effective as a hedging instrument.

Financial assets classified as fair value through profit or loss are stated at fair value with any gain or loss recognized in profit or loss. The net gain or loss recognized incorporates any dividend or interest earned on the financial asset. The Company does not have any assets classified as fair value through profit or loss.

Held-to-maturity investments

Held-to-maturity investments are recognized on a trade-date basis and are initially measured at fair value, including transaction costs. The Company does not have any assets classified as held-to-maturity investments.

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and that are not classified in any of the previous categories. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale equity instruments, are recognized in other comprehensive income and presented within equity in the fair value reserve. When an investment is derecognized, the cumulative gain or loss in other comprehensive income is transferred to profit or loss. Available-for-sale financial assets are comprised of marketable securities. The Company does not have any assets classified as available-for-sale.

ALPHA EXPLORATION INC.Notes to the financial statementsSeptember 30, 2013(Expressed in Canadian dollars)

F-5210537384.1

2. Significant accounting policies (continued)

(c) Financial Instruments (continued)

(i) Non-derivative financial assets (continued)

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Such assets are initially recognized at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Due from related party is classified as loans and receivables.

Impairment of financial assets

When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income or loss are reclassified to profit or loss in the period. Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial assets, the estimated future cash flows of the investments have been impacted. For marketable securities classified as available-for-sale, a significant or prolonged decline in the fair value of the securities below their cost is considered to be objective evidence of impairment.

For all other financial assets objective evidence of impairment could include:

• significant financial difficulty of the issuer or counterparty; or• default or delinquency in interest or principal payments; or• it becoming probable that the borrower will enter bankruptcy or financial re-organization.

For certain categories of financial assets, such as amounts receivable, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis. The carrying amount of financial assets is reduced by the impairment loss directly for all financial assets with the exception of amounts receivable, where the carrying amount is reduced through the use of an allowance account. When an amount receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss.

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. In respect of available-for-sale equity securities, impairment losses previously recognized through profit or loss are not reversed through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized directly in equity.

ALPHA EXPLORATION INC.Notes to the financial statementsSeptember 30, 2013(Expressed in Canadian dollars)

F-5310537384.1

2. Significant accounting policies (continued)

(c) Financial instruments (continued)

(ii) Non-derivative financial liabilities

The Company initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognized initially on the trade at which the Company becomes a party to the contractual provisions of the instrument.

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

The Company has the following non-derivative financial liabilities: accrued liabilities.

Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method.

(iii) Share capital

Common shares are classified as equity. Transaction costs directly attributable to the issue of common shares and stock options are recognized as a deduction from equity, net of any tax effects.

(d) Income Taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax

Deferred income tax is provided using the balance sheet method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

ALPHA EXPLORATION INC.Notes to the financial statementsSeptember 30, 2013(Expressed in Canadian dollars)

F-5410537384.1

2. Significant Accounting Policies (continued)

(e) Loss Per Share

Basic loss per share is computed using the weighted average number of common shares outstanding during the period. The treasury stock method is used for the calculation of diluted loss per share, whereby all “in the money” stock options and share purchase warrants are assumed to have been exercised at the beginning of the period and the proceeds from their exercise are assumed to have been used to purchase common shares at the average market price during the period. When a loss is incurred during the period, basic and diluted loss per share are the same as the exercise of stock options and share purchase warrants is considered to be anti-dilutive. As at September 30, 2013, the Company had no potential dilutive shares outstanding.

(f) Comprehensive Loss

Comprehensive income (loss) is the change in the Company’s net assets that results from transactions, events and circumstances from sources other than the Company’s shareholders and includes items that are not included in profit or loss. The Company does not have any items affecting comprehensive income or loss.

(g) Accounting Standards Issued But Not Yet Effective

A number of new standards, and amendments to standards and interpretations, are effective subsequent to the period ended September 30, 2013, and have not been applied in preparing these financial statements.

New standard IFRS 9, “Financial Instruments”

New Standard IFRS 10, “Consolidated Financial Statements”

New standard IFRS 11, “Joint Arrangements”

New standard IFRS 12, “Disclosure of Interest in Other Entities”

New standard IFRS 13, “Fair Value Measurement”

Amendments to IAS 19, “Employee Benefits”

Amendments to IAS 27, “Separate Financial Statements”

Amendments to IAS 32, “Financial Instruments: Presentation”

The Company has not early adopted these revised standards and is currently assessing the impact that these standards will have on the financial statements.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company’s financial statements.

3. Accrued Liabilities

2013$

Accrued legal fees 1,200

ALPHA EXPLORATION INC.Notes to the financial statementsSeptember 30, 2013(Expressed in Canadian dollars)

F-5510537384.1

4. Share Capital

Authorized: Unlimited common shares without par value

On September 27, 2013, the Company issued 100 common sharesat $0.01 per share for proceeds of $1 to Alpha, the parent company.

5. Financial Instruments and Risks

The Company is exposed in varying degrees to a variety of financial instrument and related risks. Those risks and management’s approach to mitigating those risks are as follows:

(a) Fair Values

The fair values offinancial instruments, which include accrued liabilities, approximate their carrying values due to the relatively short-term maturity of these instruments.

(b) Credit Risk

The Company is not exposed to any significant credit risk.

(c) Foreign Exchange Rate and Interest Rate Risk

The Company is not exposed to any significant foreign exchange rate or interest rate risk.

(d) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company currently settles its financial obligations out of cash. The ability to do this relies on the Company raising equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

6. Capital Management

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of equity comprised of issued share capital and deficit.

The Company manages its capital structure and makes adjustments to it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through new share issues or by undertaking other activities as deemed appropriate under the specific circumstances.The Company is not subject to externally imposed capital requirements.

7. Income Taxes

The tax effect (computed by applying the Canadian federal and provincial statutory rate) of the significant temporary differences, which comprise deferred tax assets and liabilities, are as follows:

2013$

Canadian statutory income tax rate 26.00%

Income tax recovery at statutory rate (312)

Tax effect of: Change in valuation allowance 312

Income tax provision –

ALPHA EXPLORATION INC.Notes to the financial statementsSeptember 30, 2013(Expressed in Canadian dollars)

F-5610537384.1

7. Income Taxes (continued)

The significant components of deferred income tax assets and liabilities are as follows:

2013$

Non-capital loss carried forward 312Valuation allowance (312)

Net deferred income tax asset –

The Company has a non-capital loss carried forward of $1,200 which expires in 2033,available to reduce income otherwise taxable in future years.

8. Subsequent Event

Pursuant to an Arrangement Agreement between Alpha and Fission Uranium Corp. (“Fission”) dated September 17, 2013 ( the “Agreement”) to transfer Alpha’s 50% interest in the Patterson Lake South Property in Saskatchewan Canada (“PLS Property”) to Fission, Alpha and Fission intend to complete the Alpha Plan of Arrangement (“Alpha POA”) and Fission Plan of Arrangement, respectively. The Alpha POA involves the transfer of certain mineral property net assets of Alpha located in Canada and the United States, other than those related to the PLS property from Alpha, and the completion of a spin out transaction discussed further below.

The completion of the Agreement and the AlphaPOA are subject to the respective approvals by both Alpha’s and Fission’s shareholders and board of directors, TSX Venture Exchange approval, and the Fission Plan of Arrangement becoming effective. The Agreement may be terminated by Alpha and Fission by mutual agreement or by either party prior to the Effective Date and other circumstances. The Agreement contains provisions requiring the parties to pay an expense fee of $1,000,000 or a termination fee of $6,000,000 to each other in certain circumstances.

All fees, costs and expenses incurred in connection with the Agreement and the Alpha POA are the responsibility of the party incurring such amounts.

Acquisition of assets and liabilities, including other exploration and evaluation assets:

Pursuant to the Alpha POA, Alpha will transfer $3,000,000 in cash and mineral property related net assets held as at the Effective Date, excluding those related to the PLS property, to the Company in accordance with the Agreement in exchange for approximately 13,617,216 common shares of the Company. The Effective Date of the AlphaPOA is the effective date as defined under the Business Corporations Act (Alberta) and the regulations thereunder.

Spin out transaction:

Each Alpha Share held by shareholders of Alpha shareholders, at the Effective Date, will be exchanged for one Alpha Class A Share and one-half of one common share of the Company. Following the distribution of the dividend shares, Alpha will not own any shares of the Company. Neither Alpha nor the Company is to receive any proceeds as a result of the distribution of the Dividend Shares.

Each Alpha Option held will be exchanged for an option to purchase 5.725 New Fission Shares (“Replacement Fission Option”) at an exercise price equal to the original Alpha exercise price minus the fair value of one-half of a common share of the Company at the Effective Date. All other terms and conditions of the options are the same as the original Alpha options.

ALPHA EXPLORATION INC.Notes to the financial statementsSeptember 30, 2013(Expressed in Canadian dollars)

F-5710537384.1

8. Subsequent Event (continued)

Each Alpha Warrant held will be exchanged for a warrant to purchase 5.725 New Fission Shares (“Replacement Fission Warrant”) at an exercise price equal to the original Alpha exercise price minus the fair value of one-half of a common share of the Company at the Effective Date. All other terms and conditions of the warrants are the same as the original Alpha warrants.

After the spin out transaction, no options or warrants of Alpha will be exchanged for Company options and warrants.

Fission acquisition of Alpha and PLS Property and related liabilities.

Fission will then acquire 100% of the issued and outstanding Class A Shares of Alpha in exchange for 5.725 New Fission shares and a cash payment of $0.0001 for each Alpha Class A Share held under the Fission Plan of Arrangement.

F-5810537384.1

SCHEDULE 2 TO APPENDIX FAUDITED FINANCIAL STATEMENTS OF ALPHA SPINCO PROPERTIES

F-5910537384.1

Carve OutConsolidated Financial Statements of

ALPHA MINERALS BUSINESS

(as defined in Note 1)

Years Ended October 31, 2012, 2011 and 2010

(Expressed in Canadian Dollars)

F-6010537384.1

INDEPENDENT AUDITORS’ REPORT

To the Directors of Alpha Minerals Inc.

We have audited the accompanying carve outconsolidated financial statements of Alpha Minerals Business, a division of Alpha Minerals Inc., which comprise the carve outconsolidated statements of financial position as at October 31, 2012, October 31, 2011, October 31, 2010, and November 1, 2009 and the carve outconsolidated statements of operations and comprehensive loss, changes in equity, and cash flows for the years ended October 31, 2012, 2011 and 2010, and the related notes comprising a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these carve out consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of carve out consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these carve outconsolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the carve out consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the carve outconsolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the carve out consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the carve out financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also involves evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the carve out consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, these carve outconsolidated financial statements present fairly, in all material respects, the financial position of Alpha Minerals Business as at October 31, 2012, October 31, 2011, October 31, 2010, and November 1, 2009 and its financial performance and its cash flows for the years ended October 31, 2012, 2011 and 2010, in accordance with International Financial Reporting Standards.

/s/ SATURNA GROUP CHARTERED ACCOUNTANTS LLP

Saturna Group Chartered Accountants LLP

Vancouver, Canada

October 24, 2013

ALPHA MINERALS BUSINESSCarve outconsolidated statements of financial position(Expressed in Canadian dollars)

(The accompanying notes are an integral part of these carve outconsolidated financial statements)

F-61

10537384.1

Nature of operations and continuance of business (Note 2)Commitments (Note 8)Subsequent event (Note 13)

Approved and authorized for issuance on behalf of the Board on October 24, 2013:

/s/ “Benjamin Ainsworth” /s/ “James Yates”

Benjamin Ainsworth, Director James Yates, Director

October 31,2012

$

October 31,2011

$

October 31,2010

$

November 1,2009

$

Assets

Current assets

Marketable securities (Note 4) 20,073 46,246 14,963 17,310Amounts receivable – – 13,500 39,416Prepaid expenses and deposits 13,589 12,169 14,088 28,952

Total current assets 33,662 58,415 42,551 85,678

Non-current assets

Reclamation deposits 10,000 10,000 10,000 –Property and equipment (Note 5) 46,090 58,744 73,154 93,413Exploration and evaluation assets (schedule) 2,302,298 2,508,613 2,310,873 1,759,151

Total non-current assets 2,358,388 2,577,357 2,394,027 1,852,564

Total assets 2,392,050 2,635,772 2,436,578 1,938,242

Liabilities

Current liabilities

Accounts payable and accrued liabilities 97,510 149,269 130,501 113,003

Total liabilities 97,510 149,269 130,501 113,003

Divisional equity

Contributed surplus 2,294,540 2,553,817 2,308,424 1,825,239Accumulated other comprehensive loss – (67,314) (2,347) –

Total divisional equity 2,294,540 2,486,503 2,306,077 1,825,239

Total liabilities and divisional equity 2,392,050 2,635,772 2,436,578 1,938,242

ALPHA MINERALS BUSINESSCarve outconsolidated statements of operations and comprehensive loss(Expressed in Canadian dollars)

(The accompanying notes are an integral part of these carve outconsolidated financial statements)

F-62

10537384.1

Year endedOctober 31,

2012$

Year endedOctober 31,

2011$

Year endedOctober 31,

2010$

Revenue – – –

Expenses

Depreciation 428 14,290 18,591Foreign exchange loss 6 820 2,240Impairment of exploration and evaluation assets 275,244 375,243 –Investor relations 4,362 82,254 101,909Management and consulting fees 6,036 148,139 173,119Office and miscellaneous 2,943 98,681 66,820Professional fees 2,645 43,680 41,855Property investigation costs – 495 10,816Rent and telephone 4,015 110,330 108,648Salaries and benefits 5,134 152,888 149,160Stock-based compensation 16,018 24,959 281,842Transfer agent and regulatory fees 1,642 18,804 34,736

Total operating expenses 318,473 1,070,583 989,736

Loss before other income (expense) (318,473) (1,070,583) (989,736)

Other income (expense)

Impairment of marketable securities (Note 4) (92,697) – –Interest income 490 639 457Loss on sale of marketable securities (3,945) – –

Total other income (expense) (96,152) 639 457

Net loss for the year (414,625) (1,069,944) (989,279)

Comprehensive income (loss)

Realized loss on marketablesecurities 67,314 – –Unrealized loss on marketable securities – (64,967) (2,347)

Comprehensive loss for the year (347,311) (1,134,911) (991,626)

ALPHA MINERALS BUSINESSCarve outconsolidated statements of changes in equity(Expressed in Canadian dollars)

(The accompanying notes are an integral part of these carve outconsolidated financial statements)

F-63

10537384.1

Contributed surplus

Accumulated other

comprehensive income (loss)

Divisional Equity

$ $ $

Balance, November 1, 2009 1,825,239 – 1,825,239

Net contributions and advances from Alpha 1,472,464 1,472,464

Unrealized loss on marketable securities – (2,347) (2,347)

Net loss for the year (989,279) (989,279)

Balance, October 31, 2010 2,308,424 (2,347) 2,306,077

Net contributions and advances from Alpha 1,315,337 – 1,315,337

Unrealized loss on marketable securities – (64,967) (64,967)

Net loss for the year (1,069,944) (1,069,944)

Balance, October 31, 2011 2,553,817 (67,314) 2,486,503

Net contributions and advances from Alpha 155,348 – 155,348

Unrealized loss on marketable securities – 67,314 67,314

Net loss for the year (414,625) – (414,625)

Balance, October 31, 2012 2,294,540 – 2,294,540

ALPHA MINERALS BUSINESSCarve outconsolidated statements of cash flows(Expressed in Canadian dollars)

(The accompanying notes are an integral part of these carve outconsolidated financial statements)

F-64

10537384.1

Year endedOctober 31,

2012$

Year endedOctober 31,

2011$

Year endedOctober 31,

2010$

Operating activities

Net loss for the year (414,625) (1,069,944) (989,279)

Items not involving cash:

Depreciation 428 14,290 18,591

Impairment of marketable securities 92,697 – –

Impairment of exploration and evaluation assets 275,244 375,243 –

Loss on sale of marketable securities 3,945 – –

Stock-based compensation 16,018 24,959 281,842

Changes in non-cash operating working capital:

Amounts receivable – 13,500 25,916

Prepaid expenses and deposits (1,420) 1,919 14,864

Accounts payable and accrued liabilities (51,759) 18,768 243,504

Net cash used in operating activities (79,472) (621,265) (404,562)

Investing activities

Acquisition of property and equipment – (1,892) –

Proceeds from sale of marketable securities 39,345 – –

Exploration and evaluation asset expenditures (111,429) (702,360) (541,222)

Reclamation deposits – – (10,000)

Proceeds from mineral property option agreements – 25,000 –

Proceeds from mineral exploration tax credits – 8,127 –

Net cash used in investing activities (72,084) (671,125) (551,222)

Financing activities

Contributions and advances from Alpha, net 151,556 1,292,390 955,784

Net cash provided by financing activities 151,556 1,292,390 955,784

Increase in cash and cash equivalents – – –

Cash and cash equivalents, beginning of year – – –

Cash and cash equivalents, end of year – – –

Non-cash investing and financing activities:

Shares issued by Alpha pursuant to mineral property option agreements 5,500 33,600 10,500

Shares received pursuant to mineral property option agreements (42,500) (96,250) –

Supplemental disclosures:

Interest paid – – –

Income taxes paid – – –

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-6510537384.1

1. Transfer of Assets and Basis of Presentation

On September 27, 2013, Alpha Minerals Inc. (“Alpha”) incorporated Alpha Exploration Inc. (the “Company”) under the laws of the province of British Columbia. Alpha plans, through an internal reorganization, to transfer $3,000,000 in cash and its other assets and liabilities, excluding those related to Alpha’s 50% interest in the Patterson Lake South Property (the “PLS property”) in Saskatchewan, Canada (the “Alpha Minerals Business” or “Business”), to the Company pursuant to an Arrangement Agreement.

Alpha will complete a spin out transaction whereby each existing Alpha common share held by shareholders of Alpha will be exchanged for one new Alpha Class A common share and one-half of one common share of the Company. Following the distribution of these dividend shares, Alpha will not own any shares of the Company. Neither Alpha nor the Company will receive any proceeds as a result of the distribution of these dividend shares.

These carve outconsolidated financial statements have been prepared for inclusion in Alpha’s Management Information Circular. They reflect the financial position, statement of operations and comprehensive loss, equity and cash flows of the Alpha Minerals Business transferred to Alpha Exploration Inc. by Alpha. As Alpha has not historically prepared financial statements for Alpha Minerals Business, they have been prepared from the financial records of Alpha acquired on a carve out basis. The carve out consolidated statements of financial position include all assets and liabilities directly attributable to the Alpha Minerals Business. The carve out consolidated statement of operations and comprehensive loss for each of the years ended October 31, 2012, 2011 and 2010 reflect all revenue and expenses directly attributable to the Business and an allocation of Alpha’s general and administrative expenses incurred in each of those years, as these expenditures were shared by Alpha Minerals Business and Alpha. The allocation of general and administrative expenses was calculated on the basis of the ratio of costs incurred on mineral properties transferred to Alpha Exploration Inc. as compared to the total costs incurred on all mineral properties of Alpha in each of the years presented. Income taxes have been calculated and reflected as if the Alpha Minerals Business had been a separate legal entity and filed separate tax returns for the periods presented. Alpha Minerals Business’ opening equity at November 1, 2009 has been calculated by applying the same allocation principles outlined above to the cumulative transactions related to the transferred mineral properties from the date of acquisition of the properties by Alpha.

These carve out consolidated financial statements have been prepared based upon the historical cost amounts recorded by Alpha and its subsidiary acquired by the Company. These carve out financial statements may not be indicative of the Business’ financial performance and do not necessarily reflect what its results of operations, financial position and cash flows would have been had the Business operated as an independent entity during the years presented.

2. Nature of Operations and Continuance of Business

The Business’ principal business activity is the acquisition and exploration of exploration and evaluation interests. To date, the Business has not generated any revenues from operations and is considered to be in the exploration stage. The Business’ head office is located at Suite 408, 1199 West Pender Street, Vancouver, BC, V6E 2R1.

The Business is in the process of exploring its mineral properties in Canada and the USA and has not yet determined whether its properties contain ore reserves that are economically recoverable. The recoverability of amounts spent for mineral properties is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties, and upon future profitable production or proceeds from disposition of the properties. The operations of the Company will require various licences and permits from various governmental authorities which are or may be granted subject to various conditions and may be subject to renewal from time to time. There can be no assurance that the Company will be able to comply with such conditions and obtain or retain all necessary licences and permits that may be required to carry out exploration, development, and mining operations at its projects. Failure to comply with these conditions may render the licences liable to forfeiture.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-6610537384.1

2. Nature of Operations and Continuance of Business (continued)

These carve out consolidated financial statements have been prepared on a going concern basis which assumes that the Business will be able to realize its assets and discharge its liabilities in the normal course of operations for the foreseeable future. Continued operations of the Business are dependent on its ability to develop its exploration and evaluation assets, receive continued financial support, complete equity financings, or generate profitable operations in the future. The financial statements do not include any adjustments to assets and liabilities should the Business be unable to continue as a going concern.

3. Significant Accounting Policies

The accounting policies set out below have been applied consistently to all periods presented in these carve outconsolidated financial statements, except as discussed below.

(a) Statement of Compliance and Basis of Combination

Thesecarve outconsolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).Within these consolidated carve out financial statements, the term Canadian GAAP refers to Canadian GAAP prior to the adoption of IFRS. These carve out consolidated financial statements reflect a transition to IFRS on November 1, 2009.

An explanation of how the transition to IFRS has affected the reported financial position, financial performance and cash flows of the Business is provided in Note 12.

These carve out financial statements of Alpha Minerals Business include certain assets, liabilities and results of operations directly attributable to the Alpha Minerals Business acquired, including the following subsidiary of Alpha:

Name of subsidiaryPlace of

incorporation Percentage ownership

ESO Uranium (USA) Inc. Nevada 100%

All significant inter-company balances and transactions have been eliminated on combination.

These carve outconsolidated financial statements have been prepared on a historical cost basis and are presented in Canadian dollars, which is also the Business’ functional currency.

(b) Reclassifications

Certain of the figures presented for comparative purposes have been reclassified to conform to the presentation adopted in the current period.

(c) Use of Estimates and Judgments

The preparation of these carve out consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the period. These estimates are, by their nature, uncertain. The impacts of such estimates are pervasive throughout the carve out financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-6710537384.1

3. Significant Accounting Policies (continued)

(c) Use of Estimates and Judgments (continued)

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the reporting date that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

(i) the useful lives and recoverability of property and equipment;(ii) the recoverability of exploration and evaluation assets;(iii) impairment of marketable securities;(iv) recovery of amounts receivable;(v) rehabilitation provisions;(vi) fair value of share-based payments; and(vii) deferred income tax asset valuation allowances.

(d) Property and Equipment

Property and equipment is recorded at cost. The Business depreciates the cost of property and equipment over their estimated useful lives at the following annual rates using the declining balance method:

Computer equipment 30%Field equipment 20%Office equipment 20%

Residual values and useful economic lives are reviewed at least annually, and adjusted if appropriate, at each reporting date. Subsequent expenditure relating to an item of property and equipment is capitalized when it is probable that future economic benefits from the use of the assets will be increased. All other subsequent expenditures are recognized as repairs and maintenance expenses during the period in which they are incurred.

(e) Exploration and Evaluation Assets

(i) Pre-Exploration Costs

Pre-exploration costs are expensed in the period in which they are incurred.

(ii) Exploration and Evaluation Expenditures

Once the legal right to explore a property has been acquired, all costs directly related to exploration and evaluation expenditures are recognized and capitalized, in addition to the acquisition costs. These direct expenditures include such costs as material used, surveying costs, drilling costs and payments made to contractors during the exploration phase. Costs not directly attributable to exploration and evaluation activities, including general and administrative overhead costs, are expensed in the period in which they occur.

The Business may occasionally enter into farm-out arrangements, whereby the Business will transfer part of a mineral interest, as consideration, for an agreement by the transferee to meet certain exploration and evaluation expenditures which would have otherwise been undertaken by the Business. The Business does not record any expenditures made by the transferee on its behalf. Any cash consideration received from the agreement is credited against the costs previously capitalized to the mineral interest given up by the Business, with any excess cash accounted for as a gain on disposal.

When a project is deemed to no longer have commercially viable prospects to the Business, exploration and evaluation expenditures in respect of that project are deemed to be impaired. As a result, those exploration and evaluation expenditure costs, in excess of estimated recoveries, are written-off to the statement of comprehensive loss.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-6810537384.1

3. Significant Accounting Policies (continued)

(e) Exploration and Evaluation Assets (continued)

(ii) Exploration and Evaluation Expenditures (continued)

When a project has been established as commercially viable and technically feasible, related development costs are capitalized into development costs on the statement of financial position. This includes costs incurred in preparing the site for mining operations. Capitalization ceases when the mine is capable of commercial production, with the exception of development costs which give rise to a future benefit. Exploration and evaluation assets are also tested for impairment before the assets are transferred to development costs.

As the Business currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to capitalized exploration costs.

(f) Impairment of Non-Financial Assets

At each reporting date, the Business assesses whether there are indicators of impairment for its non-financial assets, including mineral properties and equipment. If indicators exist, the Business determines if the recoverable amount of the asset or cash generating unit (“CGU”) is greater than its carrying amount. A CGU is defined as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or groups of assets. The Business has used geographical proximity, geological similarities, analysis of shared infrastructure, commodity type, assessment of exposure to market risks and materiality to define its CGUs.

If the carrying amount exceeds the recoverable amount, the asset or CGU is recorded at its recoverable amount with the reduction recognized in profit or loss. The recoverable amount is the greater of the value in use or fair value less costs to sell. Fair value is the amount the asset could be sold for in an arm’s length transaction. The value in use is the present value of the estimated future cash flows of the asset from its continued use. The fair value less costs to sell considers the continued development of a property and market transactions in a valuation model.

Impairments are reversed in subsequent periods when there has been an increase in the recoverable amount of a previously impaired asset or CGU and these reversals are recognized in profit or loss. The recovery is limited to the original carrying amount less depreciation, if any, that would have been recorded had the asset not been impaired.

(g) Rehabilitation Provisions

The Business recognizes a provision for statutory, contractual, constructive or legal obligations associated with decommissioning of mining operations and reclamation and rehabilitation costs arising when environmental disturbance is caused by the exploration or development of mineral properties, plant and equipment. Provisions for site closure and reclamation are recognized in the period in which the obligation is incurred or acquired, and are measured based on expected future cash flows to settle the obligation, discounted to their present value. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability including risks specific to the countries in which the related operation is located.

When an obligation is initially recognized, the corresponding cost is capitalized to the carrying amount of the related asset in mineral properties, plant and equipment. These costs are depreciated using either the unit of production or straight line method depending on the asset to which the obligation relates.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-6910537384.1

3. Significant Accounting Policies (continued)

(g) Rehabilitation Provisions (continued)

The obligation is increased for the accretion and the corresponding amount is recognized as a finance expense. The obligation is also adjusted for changes in the estimated timing, amount of expected future cash flows, and changes in the discount rate. Such changes in estimates are added to or deducted from the related asset except where deductions are greater than the carrying value of the related asset in which case, the amount of the excess is recognized in the statements of comprehensive income/loss.

Due to uncertainties concerning environmental remediation, the ultimate cost to the Business of future site restoration could differ from the amounts provided. The estimate of the total provision for future site closure and reclamation costs is subject to change based on amendments to laws and regulations, changes in technology, price increases and changes in interest rates, and as new information concerning the Business’ closure and reclamation obligations becomes available.

(h) Financial Instruments

(ii) Non-derivative financial assets

The Business initially recognizes loans and receivables and deposits on the date that they are originated. All other financial assets (including assets designated at fair value through profit or loss) are recognized initially on the trade date at which the Business becomes a party to the contractual provisions of the instrument.

The Business derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risk and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Business is recognized as a separate asset or liability.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Business has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Financial assets at fair value through profit or loss

Financial assets are classified as fair value through profit or loss when the financial asset is held for trading or it is designated as fair value through profit or loss. A financial asset is classified as held for trading if: (i) it has been acquired principally for the purpose of selling in the near future; (ii) it is a part of an identified portfolio of financial instruments that the Business manages and has an actual pattern of short-term profit taking; or (iii) it is a derivative that is not designated and effective as a hedging instrument.

Financial assets classified as fair value through profit or loss are stated at fair value with any gain or loss recognized in profit or loss. The net gain or loss recognized incorporates any dividend or interest earned on the financial asset. The Business does not have any assets classified as fair value through profit or loss.

Held-to-maturity investments

Held-to-maturity investments are recognized on a trade-date basis and are initially measured at fair value, including transaction costs. The Business does not have any assets classified as held-to-maturity investments.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-7010537384.1

3. Significant Accounting Policies (continued)

(h) Financial Instruments (continued)

(i) Non-derivative financial assets (continued)

Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and that are not classified in any of the previous categories. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses and foreign currency differences on available-for-sale equity instruments, are recognized in other comprehensive income and presented within equity in the fair value reserve. When an investment is derecognized, the cumulative gain or loss in other comprehensive income is transferred to profit or loss. Available-for-sale financial assets are comprised of marketable securities.

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables. Such assets are initially recognized at fair value plus any directly attributable transaction costs. Subsequent to initial recognition loans and receivables are measured at amortized cost using the effective interest method, less any impairment losses. Loans and receivables are comprised of amounts receivable.

Impairment of financial assets

When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income or loss are reclassified to profit or loss in the period. Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial assets, the estimated future cash flows of the investments have been impacted. For marketable securities classified as available-for-sale, a significant or prolonged decline in the fair value of the securities below their cost is considered to be objective evidence of impairment.

For all other financial assets objective evidence of impairment could include:

• significant financial difficulty of the issuer or counterparty; or

• default or delinquency in interest or principal payments; or

• it becoming probable that the borrower will enter bankruptcy or financial re-organization.

For certain categories of financial assets, such as amounts receivable, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis. The carrying amount of financial assets is reduced by the impairment loss directly for all financial assets with the exception of amounts receivable, where the carrying amount is reduced through the use of an allowance account. When an amount receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in profit or loss.

With the exception of available-for-sale equity instruments, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized. In respect of available-for-sale equity securities, impairment losses previously recognized through profit or loss are not reversed

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-7110537384.1

through profit or loss. Any increase in fair value subsequent to an impairment loss is recognized directly in equity.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-7210537384.1

3. Significant Accounting Policies (continued)

(h) Financial instruments (continued)

(iii) Non-derivative financial liabilitiesThe Business initially recognizes debt securities issued and subordinated liabilities on the date that they are originated. All other financial liabilities (including liabilities designated at fair value through profit or loss) are recognized initially on the trade at which the Business becomes a party to the contractual provisions of the instrument.

The Business derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire.

Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Business has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

The Business has the following non-derivative financial liabilities: accounts payable and accrued liabilities.

Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method.

(i) Foreign Currency Translation

The functional and reporting currency is the Canadian dollar. Monetary assets and liabilities of integrated operations and other monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange in effect at the statement of financial position date. Non-monetary items are translated using the historical rate on the date of the transaction. Revenue and expenses are translated at average rates for the periods. Foreign exchange gains and losses are included in profit or loss.

(j) Income Taxes

Current income tax

Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in other comprehensive income or equity is recognized in other comprehensive income or equity and not in profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred income tax

Deferred income tax is provided using the statement of financial position method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. The carrying amount of deferred income tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred income tax assets and deferred income tax liabilities are offset, if a legally

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-7310537384.1

enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-7410537384.1

3. Significant Accounting Policies (continued)

(k) Share-based Payments

The grant date fair value of share-based payment awards granted by Alpha to employees of Business is recognized as stock-based compensation expense, with a corresponding increase in contributed surplus, over the period that the employees unconditionally become entitled to the awards. The option awards granted by Alpha to the employees of Business are equity settled awards as Business has no obligation to satisfy the obligation to the employees and the awards are only settleable in common shares of Alpha. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.Where equity instruments are granted to parties other than employees, they are recorded by reference to the fair value of the services received. If the fair value of the services received cannot be reliably estimated, the Business measures the services received by reference to the fair value of the equity instruments granted, measured at the date the counterparty renders service.

All equity-settled share-based payments are reflected in contributed surplus.

(l) Comprehensive Loss

Comprehensive income (loss) is the change in the Business’ net assets that results from transactions, events and circumstances from sources other than the Business’ stakeholders. For the years ended October 31, 2012, 2011, and 2010, the Business’ only component of comprehensive loss are unrealized holding gains and losses on available-for-sale marketable securities.

(m) Accounting Standards Issued But Not Yet Effective

A number of new standards, and amendments to standards and interpretations, are not yet effective for the year ended October 31, 2012, and have not been applied in preparing these financial statements

Amendments to IAS 1 “Presentation of Financial Statements”

New Standard IFRS 10, “Consolidated Financial Statements”

New standard IFRS 11, “Joint Arrangements”

New standard IFRS 12 “Disclosure of Interest in Other Entities”

New standard IFRS 13, “Fair Value Measurement”

Amendments to IAS 19, “Employee Benefits”

New standard IFRS 9, “Financial Instruments”

The Business has not early adopted these revised standards and is currently assessing the impact that these standards will have on the consolidated financial statements.

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Business’ consolidated financial statements.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-7510537384.1

4. Marketable Securities

As at October 31, 2012, the Business held 105,333 (October 31, 2011 – 105,333; October 31, 2010 –105,333; November 1, 2009 –105,333) common shares of Canyon Copper Corp. (“Canyon”) with an original cost of $106,000 (US$100,000) and a fair value of $6,313 (US$6,320) (October 31 2011 -$26,246 (US$26,333); October 31, 2010 - $14,963 (US$14,667); November 1, 2009 - $17,310 (US$16,000)). During the year ended October 31, 2009, the Business recorded an impairment charge of $88,690. During the year ended October 31, 2012, the Business recorded an impairment charge of $10,997. Management estimated the fair value of the shares using the quoted market price on the OTC Bulletin Board. Canyon is a company with common directors and officers.

As at October 31, 2012, the Business held 344,000 common shares of Uravan Minerals Inc. (“Uravan”) with an original cost of $95,460 and a fair value of $13,760 (October 31, 2011 - $20,000; October 31, 2010 - $nil; November 1, 2009 - $nil). During the year ended October 31, 2012, the Business recorded an impairment charge of $81,700. Management estimated the fair value of the shares using the quoted market price on the TSX Venture Exchange.

5. Property and Equipment

Computerequipment

$

Computer software

$

Field equipment

$

Office equipment

$Total

$

Cost:

Balance, November 1, 2009 41,179 13,037 85,699 52,853 192,768

Additions – – – – –

Disposals – (13,037) – – (13,037)

Balance, October 31, 2010 41,179 – 85,699 52,853 179,731

Additions 14,929 – – – 14,929

Balance, October 31, 2011 and 2012 56,108 – 85,699 52,853 194,660

Accumulated Depreciation:

Balance, November 1, 2009 25,414 13,037 35,277 25,627 99,355

Additions 4,729 – 10,084 5,446 20,259Disposals – (13,037) – – (13,037)

Balance, October31, 2010 30,143 – 45,361 31,073 106,577

Additions 16,916 – 8,068 4,355 29,339

Balance, October 31, 2011 47,059 – 53,429 35,428 135,916

Additions 2,715 – 6,454 3,485 12,654

Balance, October 31, 2012 49,774 – 59,883 38,913 148,570

Carrying Amounts:

Balance, November 1, 2009 15,765 – 50,422 27,226 93,413

Balance, October 31, 2010 11,036 – 40,338 21,780 73,154

Balance, October 31, 2011 9,049 – 32,270 17,425 58,744

Balance, October 31, 2012 6,334 – 25,816 13,940 46,090

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-7610537384.1

6. Exploration and Evaluation Assets

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. As described in Notes 1 and 13, Alpha transferred its interest in the following mineral properties to the Business:

• Mikwam Project

• Western Athabasca Uranium Projects

• Cluff Lake (Logan) Project

• Cluff Lake (ACME) Project

• Cluff Lake (Rio Tinto) Project

• Hook LakeProject

• Eastern Athabasca Uranium Project

• Cree Project

• Donna Project

• Teels Marsh Project

• Marietta Project

• Cu ProjectMikwam Project - Ontario

On September 15, 2003, the Business entered into an agreement to acquire an option to earn an undivided 51% interest in the Mikwam Property, located in Noseworthy Township in Ontario for a payment of $25,000 and 300,000 common shares of Alpha.

On October 6, 2004, the agreement was amended granting the exclusive right to acquire an undivided 100% interest in and to the claims for consideration of a payment of $25,000 and 525,000 common shares of Alpha.

The Mikwam Property currently consists of nine contiguous mineral claims, totaling 944 hectares.

The following encumbrances were included in the original agreement and remain in effect:

• 0.804% Net Smelter Royalty (“NSR”) payable to Newmont Canada Limited (“Newmont”) and Freewest Resources Canada Inc. (“Freewest”);

• 15% net profits royalty that may become payable to Newmont (or a successor) in respect of its share of net profits from certain mining claims;

• 15% net profits interest that may become payable to Golden Shield Resources Limited in respect of certain mining claims; and

• security granted against the Claims in respect of an additional cash payment due to Newmont and Freewest in the event of a decision to develop a commercial mining operation on or with respect to the Claims, pursuant to conditional payment notes and collateral security agreements issued in favor of each of Newmont and Freewest.

Western Athabasca Uranium Projects - Saskatchewan

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-7710537384.1

The Western Athabasca Basin properties were comprised of three projects - Cluff Lake, Hook Lake and Mandin - which were acquired in fiscal 2005 through four property agreements. There are four geographical projects that make up the Cluff Lake Project: Cluff Lake (ESO), Cluff Lake (Logan), Cluff Lake (ACME) and Cluff Lake (Rio Tinto).

The Cluff Lake (ESO), Hook Lake and Mandin Projects were acquired on February 25, 2005, from a group of investors, known as the Saskatchewan Syndicate, for $300,000 and 1,200,000 common shares of Alpha. The agreement provided a 100% interest in 21 non-contiguous mineral claims covering a total of approximately 234,365 acres, subject to a 2.5% gross overriding royalty retained by the vendors. The Business has a right to purchase 1% of the royalty for $1,000,000 prior to the commencement of commercial production. During the year ended October 31, 2010, the Business allowed the Mandin project claims to lapse.

6. Exploration and Evaluation Assets (continued)

Cluff Lake (Logan) Project – Saskatchewan

On July 24, 2008, the Business earned its 50% interest with Logan Resources Ltd. (“Logan”) in two non-contiguous mineral claims covering 18,661 acres in northern Saskatchewan by making a cash payment of $25,000, issuing 200,000 common shares of Alpha, and incurring over $300,000 on exploration expenditures. On July 24, 2008, Alpha signed a new agreement with Logan for further exploration on the Cluff Lake (Logan) Project. Under this agreement, Logan will transfer a further 30% interest in the claims to the Business which shall result in the Business having an 80% undivided interest in the property. The Business shall produce a bankable feasibility study with Logan having a carried interest until the feasibility study is delivered, at which time Logan will have the choice to take on a 20% participating interest in a new company to operate the production facility or take on a 2% gross over-riding royalty for all uranium mineral products and a 2% net smelter returns royalty for all other metals. The Business will return all of its interest in any of the claims to Logan upon a decision by the Business to terminate work thereon.

Cluff Lake (Rio Tinto) Project – Joint Exploration - Saskatchewan

On July 1, 2007, the Business signed a joint venture agreement with Hathor Exploration Limited (“Hathor”)(acquired by Rio Tinto PLC) for a 50% interest in the Cluff Lake (Rio Tinto) Project properties after earning a 50% interest in six non-contiguous mineral claims covering 67,373 acres in northern Saskatchewan by making a cash payment of $25,000, issuing 200,000 common shares of Alpha, and incurring over $1,100,000 on exploration expenditures.

Cluff Lake (ACME) Project – Saskatchewan

On July 24, 2008, the Business earned its 50% interest with Acme Resources Inc. (formerly International KRL Resources Corp.) (“Acme”) to earn a 50% interest in a mineral claim covering 5,970 acres in northern Saskatchewan by making a cash payment of $25,000, issuing 200,000 common shares of Alpha, and incurring over $100,000 on exploration expenditures. On July 24, 2008, Alpha signed a new agreement with Acme for further exploration on the Cluff Lake (ACME) Project. Under this agreement, Acme will transfer a further 30% interest in the claim to the Company which shall result in the Business having an 80% undivided interest in the property. The Business shall produce a bankable feasibility study, with Acme having a carried interest until the feasibility study is delivered, at which time Acme will have the choice to take on a 20% participating interest in a new company to operate the production facility or take on a 2% gross over-riding royalty for all uranium mineral products and a 2% net smelter returns royalty for all other metals. The Business will return all of its interest in the claim to Acme upon a decision by the Business to terminate work thereon.

Hook Lake (Fission) Project – Joint Exploration – Saskatchewan

The Hook Lake property is 100% owned and located in the southwestern portion of the Athabasca Basin in northern Saskatchewan. The Hook Lake Property consists of three mineral dispositions totaling 13,210 hectares.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-7810537384.1

Eastern Athabasca Uranium Project – Saskatchewan

On October 6, 2005, the Business acquired a 100% interest in mineral claims covering approximately 621,000 acres in the eastern Athabasca Basin for a cash payment of $150,000, payment of $402,359 for staking costs, and issued 1,000,000 common shares of the Company. The mineral claims are subject to a 2% NSR.

During the year ended October 31, 2011, the Business reviewed the potential exploration targets in this area and based on the results decided to no longer pursue a few specific claims in this region resulting in a write-down of $5,612.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-7910537384.1

6. Exploration and Evaluation Assets (continued)

Cree Project – Saskatchewan

On January 28, 2011, the Business entered into an agreement to grant Uravan Minerals Inc. (“Uravan”) an option to acquire a 100% ownership interest in certain mineral claims located in the eastern Athabasca Basin, Saskatchewan. To earn this interest, Uravan has agreed on the following:

Cash consideration of $25,000 to be paid upon signing the agreement (received).

Issuing 1,000,000 common shares of Uravan to the Business:

• 250,000 shares upon signing the agreement (received);• 250,000 shares on or before January 28, 2012 (received);• 250,000 shares on or before January 28, 2013; and• 250,000 shares on or before January 28, 2014.

Exploration expenditures to be incurred:

• complete, on or before October 2011, expenditures amounting to not less than one year of annual assessment work on the mineral claims and completed such filings as are necessary to maintain the claims in good standing until November 2012 (completed);

• complete the greater of $100,000 of expenditures on the mineral claims amounting to not less than one year of annual assessment work on the mineral claims and completed such filings as are necessary to maintain the claims in good standing until no earlier than November 2012 (completed); and

• complete the greater of $100,000 of expenditures on the mineral claims amounting to not less than a further year of annual assessment work on the claims and completed such filings as are necessary to maintain the claims in good standing until no earlier than November 2013.

Donna Project – British Columbia

On July 3, 2009, the Business entered into an option agreement whereby it has an option to acquire a 100% interest in 724.9 hectares of mineral property located on Monashee Mountain, 65 kilometres east of Vernon, British Columbia. During the year ended October 31, 2009, the Business staked additional mineral claims adjacent to the Donna Property bringing the property size to a total of 1,388 hectares (3,429 acres). The claims are subject to a net smelter royalty of 2% to be paid from production and an advanced royalty of $30,000 per annum, deductible from the royalty will be due on the anniversary of every year following the exercise of the option. The agreement allows for a 50% buyout of the royalty for $1,000,000 and a right of first refusal for the remaining 50%.

To earn this interest, the Business has agreed on the following:

Cash consideration of $100,000 to be paid:

• $10,000 within five business days of the acceptance of the agreement by the Exchange (paid);• $20,000 on or before July 3, 2010 (paid);• $30,000 on or before July 3, 2011 (paid); and• $40,000 on or before July 3, 2012.(paid)

Issuing 300,000 common shares of Alpha:

• 50,000 shares within five business days of Exchange acceptance; (issued)• 50,000 shares on or before July 3, 2010; (issued)• 100,000 shares on or before July 3, 2011 (issued); and• 100,000 shares on or before July 3, 2012. (issued)

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-8010537384.1

6. Exploration and Evaluation Assets (continued)

Donna Project – British Columbia (continued)

Exploration expenditures of $800,000 to be incurred:

• $200,000 on or before July 3, 2010 (extended to November 15, 2010 – completed); • $200,000 on or before July 3, 2011 (extended to November 15, 2011 – completed); • $200,000 on or before July 3, 2012 (extended to November 15, 2012 – completed

subsequently); and • $200,000 on or before July 3, 2013 (extended to November 15, 2013).

Teels Marsh Project – Nevada, USA

On August 18, 2009, the Business entered an option agreement whereby it has an option to acquire a 100% interest in 36 mineral claims (298.01 hectares or 736.4 acres) located in Mineral County, Nevada in the United States. The claims are subject to a NSR of 2% to be paid from production and an advanced royalty of $30,000 per annum, deductible from the royalty will be due on the anniversary of every year following the exercise of the option. A 50% buyout of the royalty for $1,000,000 and a right of first refusal for the remaining 50% of the royalty are agreed.

To earn this interest, the Business has agreed on the following:

Cash consideration of $100,000 to be paid:

• $7,500 within five business days of the acceptance of the agreement by the Exchange (paid);• $12,500 on or before August 18, 2010 (paid); • $20,000 on or before August 18, 2011 (paid); • $30,000 on or before August 18, 2012; and • $30,000 on or before August 18, 2013.

Issuing 300,000 common shares of Alpha:

• 50,000 shares within five business days of Exchange acceptance (issued);• 50,000 shares on or before August 18, 2010 (issued);• 100,000 shares on or before August 18, 2011 (issued); and• 100,000 shares on or before August 18, 2012.

Exploration expenditures of $300,000 to be incurred (as amended on September 1, 2011):

• $100,000 on or before August 18, 2012; • $100,000 on or before August 18, 2013; and • $100,000 on or before August 18, 2014.

During the year ended October 31, 2012, the Business reviewed the potential exploration targets in this area and based on the results, decided to no longer pursue the option agreement resulting in a write-down of $263,193.

Marietta Project – Nevada, USA

On February 4, 2008, and as amended on January 15, 2009, Alpha signed an option agreement whereby it has an option to acquire a 100% interest in 36 mineral claims in the Silver Star mining district of Mineral County, Nevada, USA known as the Marietta Project. The 36 mineral claims were subject to a 3% NSR.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-8110537384.1

6. Exploration and Evaluation Assets (continued)

Marietta Project – Nevada, USA(continued)

To earn this interest, the Business had agreed on the following:

Cash consideration of US$450,000 to be paid:

• US$25,000 within five business days of the acceptance of the agreement by the Exchange (paid);

• US$20,000 on or before February 4, 2009 (paid) and US$20,000on or before August 4, 2009(paid);

• US$30,000 on or before February 4, 2010 (paid) and US$30,000 on or before August 4, 2010 (paid);

• US$75,000 on or before February 4, 2011 (paid); and• US$250,000 on or before February 4, 2012.

Issuing 600,000 common shares of Alpha:

• 60,000 shares within five business days of Exchange acceptance (issued);• 100,000 shares on or before February 4, 2009 (issued); • 100,000 shares on or before February 4, 2010 (issued);• 120,000 shares on or before February 4, 2011 (issued); and• 220,000 shares on or before February 4, 2012.

During the year ended October 31, 2008, the Business staked an additional 80 claims adjacent to the Marietta Property.

As at October 31, 2011, the Business decided to discontinue this option agreement resulting in a write-down of $369,631.

Cu Project – Nevada, USA

On August 5, 2010, the Business entered into a Purchase and Sale Agreement with Canyon, whereby the Company acquired a 100% interest in 39 mineral claims located in Mineral County, Nevada, USA for consideration of $10, subject to a 2% NSR.

During the year ended October 31, 2012, the Business reviewed the potential exploration targets in this area and based on the results decided to no longer pursue the claims in this region resulting in a write-down of $12,051.

7. Related Party Transactions

During the years ended October 31, 2012, 2011, and 2010,the Company was involved in the following related party transactions:

(a) The amount of $392 (2011 – $6,136;2010 - $9,314) was paid to a company controlled by the Chief Executive Officer of the Company for management fees.

(b) The amount of $1,977 (2011 – $67,495;2010 - $67,770) was paid to a company controlled by the Chief Executive Officer of the Company for geological fees,which is included in exploration and evaluation assets.

(c) The amount of $2,433 (2011 – $63,113;2010 - $66,073) was paid to a company controlled by the Chief Financial Officer of the Company for management fees.

(d) The amount of $1,149 (2011 - $15,778; 2010 - $55,578) was charged to Canyon for rent, which has been recordedagainst rent paid. As at October 31, 2012, amount receivable includes $nil (October 31, 2011 - $nil, October 31, 2010 - $13,500; November 1, 2009 - $14,091) owing from Canyon.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-8210537384.1

7. Related Party Transactions(continued)

(e) The amount of $11,436 (2011 - $nil; 2010 - $nil) was recognized as stock-based compensation for stock options granted to officers and directors of the Company.

(f) The amount of $155,348 (2011 - $1,315,337) was received as net contributions and advances from Alpha.

8. Commitments

On April 1, 2012, Alpha entered into a renewal of its premises lease agreement for an additional term of five years, whereby it is required to pay $83,349 per annum.

The minimum payments over the next five fiscal years are as follows:

$

2013 83,3492014 83,3492015 83,3492016 83,3492017 34,729

368,125

9. Financial Instruments

(a) Fair Values

Assets and liabilities measured at fair value on a recurring basis were presented on the Business’ statement of financial position as at October 31, 2012, as follows:

Fair Value Measurements UsingQuoted prices in active markets

for identical instruments

(Level 1)$

Significant other observable

inputs(Level 2)

$

Significant unobservable

inputs(Level 3)

$

Balance,October 31,

2012$

Marketable securities 20,073 – – 20,073

The fair values of other financial instruments, which include amounts receivable, and accounts payable and accrued liabilities, approximate their carrying values due to the relatively short-term maturity of these instruments.

(b) Credit Risk

Financial instruments that potentially subject the Business to a concentration of credit risk consist primarily of cash and amounts receivable. The Business limits its exposure to credit loss by placing its cash with high credit quality financial institutions. Amounts receivable consists of expense recoveries receivable and HST receivable. Management monitors the amount of credit extended to the parties for expense recoveries. HST receivable is due from the Government of Canada. The carrying amount of financial assets represents the maximum credit exposure.

(c) Foreign Exchange Rate Risk

The Business operates in Canada and United States, but has the majority of its cash held in Canada in Canadian dollars. Future exploration programs and option payments may be denominated in US dollars. Foreign exchange risk arises from purchase transactions as well as financial assets and liabilities denominated in these foreign currencies.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-8310537384.1

9. Financial Instruments(continued)

(c) Foreign Exchange Rate Risk (continued)

The Business does not use derivative instruments to hedge exposure to foreign exchange rate risk. However, management of the Business believes there is no significant exposure to foreign currency fluctuations.

(d) Interest Rate Risk

The Business’ cash may contain highly liquid investments that earn interest at market rates. The Business manages its interest rate risk by maximizing the interest earned on excess funds while maintaining the liquidity necessary to fund daily operations. Fluctuations in market interest rates do not have a significant impact on the Business’ results of operations due to the short term to maturity of the investments held.

(e) Liquidity Risk

Liquidity risk is the risk that the Business will not be able to meet its financial obligations as they fall due. The Business currently settles its financial obligations out of cash. The ability to do this relies on the Company raising debt or equity financing in a timely manner and by maintaining sufficient cash in excess of anticipated needs.

(f) Price Risk

The Business is exposed to price risk with respect to commodity prices. The Business’ ability to raise capital to fund exploration and development activities is subject to risks associated with fluctuations in the market price of commodities.

10. Segmented Information

The Business operates in one industry, which is the mineral resource industry, with properties in Canada and the United States.

October 31, 2012 Canada$

USA$

Total$

Property and equipment 46,090 – 46,090

Exploration and evaluation assets 2,302,298 – 2,302,298

2,348,388 – 2,348,388

October 31, 2011 Canada$

USA$

Total$

Property and equipment 58,744 – 58,744

Exploration and evaluation assets 2,230,042 278,571 2,508,613

2,288,786 278,571 2,567,357

October 31, 2010 Canada$

USA$

Total$

Property and equipment 73,154 – 73,154

Exploration and evaluation assets 1,900,159 410,714 2,310,873

1,973,313 410,714 2,384,027

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-8410537384.1

10. Segmented Information (continued)

November 1, 2009 Canada$

USA$

Total$

Property and equipment 93,413 – 93,413

Exploration and evaluation assets 1,634,939 124,212 1,759,151

1,728,352 124,212 1,852,564

11. Income Taxes

The tax effect (computed by applying the Canadian federal and provincial statutory rate) of the significant temporary differences, which comprise future tax assets and liabilities, are as follows:

2012$

2011$

2010$

Canadian statutory income tax rate 25.25% 26.84% 28.17%

Income tax recovery at statutory rate (104,693) (287,120) (278,680)

Tax effect of: Permanent differences and other 4,079 8,428 80,474Benefit of tax attributes not available 38,630 170,150 192,525Change in enacted tax rates 614 7,441 639Change in valuation allowance 61,370 101,101 5,042

Income tax provision – – –

The significant components of deferred income tax assets and liabilities are as follows:

2012$

2011$

2010$

Deferred income tax assets

Marketable securities 22,673 11,086 11,086Property and equipment 38,996 35,832 31,757Resource properties 2,132,173 2,085,554 1,988,528

Total gross deferred income tax assets 2,193,842 2,132,472 2,031,371

Valuation allowance (2,193,842) (2,132,472) (2,031,371)

Net deferred income tax asset – – –

12. Transition to IFRS

The accounting policies set out in Note 3 have been applied in preparing the consolidated financial statements for the years ended October 31, 2012, 2011 and 2010 and in the preparation of an opening IFRS statement of financial position as at November 1, 2009 (Alpha’s date of transition). These financial statements have been prepared based upon the historical cost amounts recorded by Alpha and its subsidiary, including any transitional adjustments recognized on transition to IFRS as discussed further below.

First Time Adoption of IFRS

Alpha adopted IFRS on November 1, 2011 with a transition date of November 1, 2009. Under IFRS 1, “First Time Adoption of International Financial Reporting Standards (“IFRS 1”), the IFRS standards

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-8510537384.1

are applied retrospectively at the transition date with all adjustments to assets and liabilities as stated under Canadian GAAP taken to deficit, with IFRS providing certain optional and mandatory exemptions to this principle.

12. Transition to IFRS(continued)

Alpha elected to apply the following optional exemptions:

Share-based payment transactions

IFRS 1 encourages, but does not require, first-time adopters to apply IFRS 2, “Share-based Payment to equity instruments that were granted on or before November 7, 2002, or equity instruments that were granted subsequent to November 7, 2002 and vested before the later of the date of transition to IFRS and January 1, 2005. Alpha elected not to apply IFRS 2 to awards that vested prior to November 1, 2009.

Fair value as deemed cost

The Company may elect among two options when measuring the value of its assets under IFRS. It may elect, on an asset by asset basis, to use either historical cost as measured under retrospective application of IFRS or fair value of an asset at the opening balance sheet date. Alpha elected to use historical cost for its exploration and evaluation assets.

Business combinations

Alpha elected under IFRS 1 not to apply IFRS 3, “Business Combinations” retrospectively to any business combinations that may have occurred prior to its transition date and such business combinations have not been restated.

Alpha has applied the following mandatory exception:

Estimates

IFRS 1 does not permit changes to estimates previously made. Accordingly, estimates used at the transition date are consistent with estimates made at the same date under Canadian GAAP.

In preparing Alpha’s IFRS transition date statement of financial position management noted that adjustments related to flow-through shares were required, as discussed below.

Flow-through shares

Under IFRS, the proceeds from flow-through shares are allocated between the offering of the share and the sale of the tax benefits. The allocation is based on the difference between the amount the investor pays for the flow-through shares and the share prices as of the date the transaction is approved. A liability is recognized for the premium, and extinguished when the tax effect of the temporary differences, resulting from incurring the relevant expenditure, is recorded.

Under Canadian GAAP, Alpha recorded the gross proceeds relating to the flow-through shares to share capital at the time of issuance. Alpha then recorded a charge (reduction) to share capital at the time the tax benefits of the flow-through shares were renounced to the investors. The charge was calculated by multiplying the amount of the renounced tax benefits (which are equal to the proceeds of the flow-through share issue) by the effective tax rate at the time. The offset would go to the deferred tax liability to reflect the fact that Alpha could no longer use the tax attributes for its benefit.

On adoption of the IFRS requirements on November 1, 2009 and as at October 31, 2010, Alpha recorded an increase of $2,382,200 and $2,448,538, respectively, to share capital and deficit; the cumulative premium adjustment was $nil. These carve out financial statements reflect a similar adjustment, with divisional equity rather than share capital. During the years ended 2010 and 2011, deferred income tax recoveries of $66,338 and $100,000 were also eliminated on transition to IFRS.

ALPHA MINERALS BUSINESSNotes to the carve outconsolidated financial statementsOctober 31, 2012(Expressed in Canadian dollars)

F-8610537384.1

13. Subsequent Event

Pursuant to an Arrangement Agreement between Alpha and Fission Uranium Corp. (“Fission”) dated September 17, 2013 ( the “Agreement”) to transfer Alpha’s 50% interest in the Patterson Lake South Property in Saskatchewan Canada (“PLS Property”) to Fission, Alpha and Fission intend to complete the Alpha Plan of Arrangement (“Alpha POA”) and Fission Plan of Arrangement, respectively. The Alpha POA involves the purchase of cash and certain mineral property net assets of Alpha located in Canada and the United States, other than those related to the PLS property, and the completion of a spin out transaction discussed further below.

The completion of the Agreement and the Alpha POA are subject to the respective approvals by both Alpha’s and Fission’s shareholders and board of directors, TSX Venture Exchange approval and the Fission Plan of Arrangement becoming effective. The Agreement may be terminated by Alpha and Fission by mutual agreement or by either party prior to the Effective Date and in other circumstances. The Agreement contains provisions requiring the parties to pay an expense Fee of $1,000,000 or a termination fee of $6,000,000 to each other in certain circumstances.

All fees, costs and expenses incurred in connection with the Agreement and the Alpha POA are the responsibility of the party incurring such amounts.

Acquisition of assets and liabilities, including other exploration and evaluation assets:

Pursuant to the Alpha POA, Alpha will transfer $3,000,000 in cash and mineral property related net assets held as at the Effective Date, excluding those related to the PLS property, to the Company in accordance with the Agreement in exchange for approximately 13,617,216 common shares of the Company. The Effective Date of the Alpha POA is the effective date as defined under the Business Corporations Act (Alberta) and the regulations thereunder.

Spin out transaction:

Each Alpha Share held by shareholders of Alpha shareholders at the Effective Date will be exchanged for one Alpha Class A Share and one-half of one common share of the Company. Following the distribution of these dividend shares, Alpha will not own any shares of the Company. Neither Alpha nor the Company is to receive any proceeds as a result of the distribution of these dividend shares.

Each Alpha Option held will be exchanged for an option to purchase 5.725 New Fission Shares (“Replacement Fission Option”) at an exercise price equal to the original Alpha exercise price minus the fair value of one-half of a common share of the Company at the Effective Date. All other terms and conditions of the options are the same as the original Alpha options.

Each Alpha Warrant held will be exchanged for a warrant to purchase 5.725 New Fission Shares (“Replacement Fission Warrant”) at an exercise price equal to the original Alpha exercise price minusthe fair value of one-half of a common share of the Company at the Effective Date. All other terms and conditions of the warrants are the same as the original Alpha warrants.

After the spin out transaction, no options or warrants of Alpha will be exchanged for Company options or warrants.

Fission acquisition of Alpha and PLS Property and related liabilities.

Fission will then acquire 100% of the issued and outstanding Class A Shares of Alpha in exchange for 5.725 New Fission Shares and a cash payment of $0.0001 for each Alpha Class A Share held under the Fission Plan of Arrangement.

ALPHA MINERALS BUSINESSCarve out consolidated schedule of exploration and evaluation assetsYear ended October 31, 2012(Expressed in Canadian dollars)

F-8710537384.1

Mikwam Cluff Lake Hook Lake East Athabasca Klondike Donna Teels Marsh CuProject Project Project Project Project Project Project ProjectOntario Saskatchewan Saskatchewan Saskatchewan Utah BC Nevada Nevada Total

$ $ $ $ $ $ $ $ $

Acquisition costs:

Balance, beginning of year 110,000 450,000 233,964 177,765 - 72,900 55,898 10 1,100,537

Additions - - - - - 45,500 - - 45,500Impairment - - - - - - (55,898) (10) (55,908)

Balance, end of year 110,000 450,000 233,964 177,765 - 118,400 - - 1,090,129

Deferred exploration costs:

Balance, beginning of year 561,068 70,207 - 28,276 122 525,740 207,890 14,773 1,408,076

Assays and testing - - - - - - - - -Camp supplies - - - - - - - - -Communications - - - - - - - - -Claims maintenance (7,704) - - - - - (8,767) - (16,471)Drilling - - - - - - - - -Equipment rental - - - - - - - - -Geological and geophysical (Note

7) 37,164 13,600 - 6,800 - 6,800 8,050 (2,732) 69,682Labour and field expenses - 921 - 460 - 900 - - 2,281Reports and maps - - - - - - - - -Staking and lease costs 9,465 - - - - - - - 9,465Transportation 972 - - - - - - - 972Expense recoveries - - - - - - - - -Impairment - - - - (122) - (207,173) (12,041) (219,336)

39,897 14,521 - 7,260 (122) 7,700 (207,890) (14,773) (153,407)

Balance, end of year 600,965 84,728 - 35,536 - 533,440 - - 1,254,669

Less:Option payment received in shares - - - (42,500) - - - - (42,500)

Balance, October 31, 2012 710,965 534,728 233,964 170,801 - 651,840 - - 2,302,298

ALPHA MINERALS BUSINESSCarve out consolidated schedule of exploration and evaluation assetsYear ended October 31, 2011(Expressed in Canadian dollars)

F-8810537384.1

Mikwam Cluff Lake Hook LakeEast

Athabasca Klondike Donna Marietta Teels Marsh CuProject Project Project Project Project Project Project Project Project

OntarioSaskatchewa

nSaskatchewa

nSaskatchewa

n Utah BC Nevada Nevada Nevada Total$ $ $ $ $ $ $ $ $ $

Acquisition costs:

Balance, beginning of year 110,000 450,000 233,964 299,015 - 35,000 159,480 26,508 10 1,313,977

Additions - - - - - 37,900 90,791 29,390 - 158,081Write-down - - - - - - (250,271) - - (250,271)

Balance, end of year 110,000 450,000 233,964 299,015 - 72,900 - 55,898 10 1,221,787

Deferred exploration costs:

Balance, beginning of year 530,622 2,706 - 22,566 - 216,286 63,232 152,581 8,903 996,896

Assays and testing - - - - 122 36,353 1,889 - - 38,364Camp supplies - - - - - 2,160 1,440 - - 3,600Communications - - - - - 196 331 - - 527Claims maintenance 9,465 57,984 - 6,132 - 6,700 26,363 45,622 - 152,266Drilling - - - - - 187,201 - - - 187,201Equipment rental - - - - - 5,714 1,833 - - 7,547Geological and geophysical (Note 7) 12,950 9,517 - 4,980 - 55,478 15,527 9,452 5,870 113,774Labour and field expenses - - - 210 - 15,149 433 - - 15,792Reports and maps - - - - - 534 - - - 534Staking and lease costs - - - - - - 4,400 235 - 4,635Transportation 8,031 - - - - 8,096 3,912 - - 20,039Write-down - - - (5,612) - - (119,360) - - (124,972)

30,446 67,501 - 5,710 122 317,581 (63,232) 55,309 5,870 419,307

Balance, end of year 561,068 70,207 - 28,276 122 533,867 - 207,890 14,773 1,416,203

Less:Option payment received in cash - - - (25,000) - - - - - (25,000)Option payment received in shares - - - (96,250) - - - - - (96,250)Mineral exploration tax credits received - - - - - (8,127) - - - (8,127)

- - - (121,250) - (8,127) - - - (129,377)

Balance, October 31, 2011 671,068 520,207 233,964 206,041 122 598,640 - 263,788 14,783 2,508,613

ALPHA MINERALS BUSINESSCarve out consolidated schedule of exploration and evaluation assetsYear ended October 31, 2010(Expressed in Canadian dollars)

F-8910537384.1

Mikwam Cluff Lake Hook Lake East Athabasca Donna Marietta Teels Marsh CuProject Project Project Project Project Project Project ProjectOntario Saskatchewan Saskatchewan Saskatchewan BC Nevada Nevada Nevada Total

$ $ $ $ $ $ $ $ $

Acquisition costs:

Balance, beginning of year 110,000 450,000 233,964 299,015 12,500 90,080 11,009 - 1,206,568

Additions - - - - 22,500 69,400 15,499 10 107,409

Balance, end of year 110,000 450,000 233,964 299,015 35,000 159,480 26,508 10 1,313,977

Deferred exploration costs:

Balance, beginning of year 500,000 - - - 29,460 - 23,123 - 552,583

Assays and testing - - - - 28,223 20 - - 28,243 Camp supplies - 881 - - - - - - 881 Communications - - - - 441 - - - 441 Claims maintenance - - - 4,665 3,150 44,510 124,561 8,903 185,789 Drilling - (4,612) - - 94,555 - - - 89,943 Equipment rental - - - - - - - - -Geological and geophysical (Note 7) 17,993 6,332 - 22,326 38,513 14,754 6,901 - 106,819 Labour and field expenses - - - 25 4,855 - (3,498) - 1,382 Reports and maps 73 105 - 550 5,286 - 873 - 6,887 Staking and lease costs 4,000 - - - - 3,884 (339) - 7,545 Transportation 8,556 - - (5,000) 11,803 64 960 - 16,383

30,622 2,706 - 22,566 186,826 63,232 129,458 8,903 444,313

Balance, end of year 530,622 2,706 - 22,566 216,286 63,232 152,581 8,903 996,896

Balance, October 31, 2010 640,622 452,706 233,964 321,581 251,286 222,712 179,089 8,913 2,310,873

F-9010537384.1

SCHEDULE 3 TO APPENDIX FUNAUDITED INTERIM FINANCIAL STATEMENTS OF ALPHA SPINCO PROPERTIES

F-9110537384.1

Carve Out Condensed Consolidated Interim Financial Statements of

ALPHA MINERALS BUSINESS

(as defined in Note 1)

Nine Months Ended July 31, 2013 and 2012

(Expressed in Canadian Dollars)

(unaudited)

ALPHA MINERALS BUSINESSCarve out condensed consolidated interim statements of financial position(Expressed in Canadian dollars)(unaudited)

(The accompanying notes are an integral part of these consolidated financial statements)

F-92

10537384.1

July 31,2013

$

October 31,2012

$

Assets

Current assets

Marketable securities (Note 3) 44,580 20,073Amounts receivable 21,156 –Prepaid expenses and deposits 162,759 13,589

Total current assets 228,495 33,662

Non-current assets

Reclamation deposits 10,000 10,000Property and equipment (Note 4) 53,653 46,090Mineral property costs (schedule) 2,785,543 2,302,298

Total non-current assets 2,849,196 2,358,388

Total assets 3,077,691 2,392,050

Liabilities

Current liabilities

Accounts payable and accrued liabilities 103,455 97,510

Total liabilities 103,455 97,510

Divisional equity

Contributed surplus 2,967,229 2,294,540Accumulated other comprehensive income 7,007 –

Total divisional equity 2,974,236 2,294,540

Total liabilities and divisional equity 3,077,691 2,392,050

Nature of operations and continuance of business (Note 2)Subsequent event (Note 8)

Approved and authorized for issuance on behalf of the Board on October 24, 2013:

/s/ “Benjamin Ainsworth” /s/ “James Yates”

Benjamin Ainsworth, Director James Yates, Director

ALPHA MINERALS BUSINESSCarve out condensed consolidated interim statements of operations and comprehensive loss(Expressed in Canadian dollars)(unaudited)

(The accompanying notes are an integral part of these consolidated financial statements)

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Three months ended

July 31,2013

$

Three months ended

July 31,2012

$

Nine months ended

July 31,2013

$

Nine months ended

July 31,2012

$

Revenue – – – –

Expenses

Depreciation 571 222 1,151 628Foreign exchange gain (69) (56) (411) (52)Impairment of exploration and evaluation

assets – 261,480 160,691 261,480Investor relations 21,986 1,600 49,627 6,181Management and consulting fees (Note 6) 12,909 3,062 26,357 8,762Office and miscellaneous 12,130 1,551 25,988 4,935Professional fees 14,074 831 21,247 3,005Property investigation cost (recoveries) – 865 64 (636)Rent and telephone (Note 6) 5,342 1,986 11,829 6,016Salaries and benefits 24,526 2,802 72,752 8,009Stock-based compensation 161,487 370 493,745 31,792Transfer agent and regulatory fees 1,713 100 8,211 2,277

Total operating expenses 254,669 274,813 871,251 332,397

Net loss for the period (254,669) (274,813) (871,251) (332,397)

Comprehensive income:

Unrealized gain on marketable securities 20,297 37,312 7,007 56,677

Comprehensive loss for the period (234,372) (237,501) (864,244) (275,720)

ALPHA MINERALS BUSINESSCarve out condensed consolidated interim statements of changes in divisional equity(Expressed in Canadian dollars)(unaudited)

(The accompanying notes are an integral part of these consolidated financial statements)

F-94

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Contributed surplus

Accumulated other

comprehensive income (loss)

Total divisional

equity$ $ $

Balance, October 31, 2011 2,553,817 (67,314) 2,486,503

Net contributions and advances from Alpha (Note 6) 495,344 – 495,344

Unrealized gain on marketable securities – 56,677 56,677

Net loss for the period (332,397) – (332,397)

Balance, July 31, 2012 2,716,764 (10,637) 2,706,127

Balance, October 31, 2012 2,294,540 – 2,294,540

Net contributions and advances from Alpha (Note 6) 1,543,940 – 1,543,940

Unrealized gain on marketable securities – 7,007 7,007

Net loss for the period (871,251) – (871,251)

Balance, July 31, 2013 2,967,229 7,007 2,974,236

ALPHA MINERALS BUSINESSCarve out condensed consolidated interim statements of cash flows(Expressed in Canadian dollars)(unaudited)

(The accompanying notes are an integral part of these consolidated financial statements)

F-95

10537384.1

Nine months ended

July 31,2013

$

Nine months ended

July 31,2012

$

Operating activities

Net loss for the period (871,251) (332,397)

Items not involving cash and cash equivalents:

Depreciation 1,151 628

Impairment of exploration and evaluation assets 160,691 261,480

Stock-based compensation 493,745 31,792

Changes in non-cash operating working capital:

Amounts receivable (21,156) (455)

Prepaid expenses and deposits (149,170) (117,160)

Accounts payable and accrued liabilities 5,945 (39,643)

Net cash used in operating activities (380,045) (195,755)

Investing activities

Mineral property expenditures (661,436) (93,951)

Property and equipment purchases (16,820) –

Net cash used in investing activities (678,256) (93,951)

Financing activities

Contributions and advances from Alpha, net 1,058,301 289,706

Net cash provided by financing activities 1,058,301 289,706

Increase in cash and cash equivalents – –

Cash and cash equivalents, beginning of period – –

Cash and cash equivalents, end of period – –

Supplemental disclosures:

Interest paid –

Income taxes paid – –

ALPHA MINERALS BUSINESSNotes to the carve out condensed consolidated interim financial statementsJuly 31, 2013(Expressed in Canadian dollars)(unaudited)

F-9610537384.1

1. Transfer of Assets and Basis of Presentation

On September 27, 2013, Alpha Minerals Inc. (“Alpha”) incorporated Alpha Exploration Inc. (the “Company”), under the laws of the province of British Columbia. Alpha plans, through an internal reorganization, to transfer $3,000,000 in cash and its other assets and liabilities, excluding those related to Alpha’s 50% interest in the Patterson Lake South Property (the “PLS property”) in Saskatchewan Canada (the “Alpha Minerals Business” or “Business”) to the Company pursuant to an Arrangement Agreement.

Alpha will complete a spin out transaction whereby each existing Alpha common share held by shareholders of Alpha will be exchanged for one new Alpha Class A common share and one-half of one common share of the Company. Following the distribution of these dividend shares, Alpha will not own any securities of the Company. Neither Alpha nor the Company will receive any proceeds as a result of the distribution of these dividend shares.

These carve out condensed consolidated interim financial statements have been prepared for inclusion in Alpha’s Management Information Circular. They reflect the financial position, statement of operations and comprehensive loss, equity and cash flows of the Alpha Minerals Business transferred to Alpha Exploration Inc. by Alpha. As Alpha has not historically prepared financial statements for Alpha Minerals Business, they have been prepared from the financial records of Alpha acquired on a carve out basis. The carve out consolidated statements of financial position include all assets and liabilities directly attributable to the Alpha Minerals Business. The carve out consolidated statement of operations and comprehensive loss for each of the periods ended July 31, 2013 and 2012 reflect all revenue and expenses directly attributable to the Business and an allocation of Alpha’s general and administrative expenses incurred in each of those periods, as these expenditures were shared by Alpha Minerals Business and Alpha. The allocation of general and administrative expenses was calculated on the basis of the ratio of costs incurred on mineral properties transferred to Alpha Exploration Inc. as compared to the total costs incurred on all mineral properties of Alpha in each of the periods presented. Income taxes have been calculated and reflected as if the Alpha Minerals Business had been a separate legal entity and filed separate tax returns for the periods presented. Alpha Minerals Business’ opening equity at November 1, 2009 has been calculated by applying the same allocation principles outlined above to the cumulative transactions related to the transferred mineral properties from the date of acquisition of the properties by Alpha.

These carve-out condensed interim financial statements have been prepared based upon the historical cost amounts recorded by Alpha and its subsidiary acquired by the Company. These carve out condensed interim financial statements may not be indicative of the Business’ financial performance and do not necessarily reflect what is results of operations, financial position and cash flows would have been had the Business operated as an independent entity during the periodspresented.

These carve out condensed interim consolidated financial statements are unaudited and have been prepared in accordance with International Accounting Standard IAS 34 Interim Financial Reporting. The accounting policies applied in preparation of these unaudited carve out condensed consolidated interim financial statements are consistent with those applied and disclosed in Alpha Minerals Business’ carve out consolidated financial statements for the year ended October 31, 2012.

ALPHA MINERALS BUSINESSNotes to the carve out condensed consolidated interim financial statementsJuly 31, 2013(Expressed in Canadian dollars)(unaudited)

F-9710537384.1

2. Nature of Operations and Continuance of Business

The Business’ principal business activity is the acquisition and exploration of exploration and evaluation interests. To date, the Business has not generated any revenues from operations and is considered to be in the exploration stage. The Business’ head office is located at Suite 408, 1199 West Pender Street, Vancouver, BC, V6E 2R1.

The Business is in the process of exploring its mineral properties in Canada and the USA and has not yet determined whether its properties contain ore reserves that are economically recoverable. The recoverability of amounts spent for mineral properties is dependent upon the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of its properties, and upon future profitable production or proceeds from disposition of the properties. The operations of the Company will require various licences and permits from various governmental authorities which are or may be granted subject to various conditions and may be subject to renewal from time to time. There can be no assurance that the Company will be able to comply with such conditions and obtain or retain all necessary licences and permits that may be required to carry out exploration, development, and mining operations at its projects. Failure to comply with these conditions may render the licences liable to forfeiture.

These carve out condensed consolidated interim financial statements have been prepared on a going concern basis which assumes that the Business will be able to realize its assets and discharge its liabilities in the normal course of operations for the foreseeable future. Continued operations of the Business are dependent on its ability to develop its exploration and evaluation assets, receive continued financial support, complete equity financings, or generate profitable operations in the future. The financial statements do not include any adjustments to assets and liabilities should the Business be unable to continue as a going concern.

3. Marketable Securities

As at July 31, 2013, the Business held 105,333 (October 31, 2012 – 105,333) common shares of Canyon Copper Corp. (“Canyon”) with an original cost of $106,000 (US$100,000) and a fair value of $2,380 (US$3,160) (October 31, 2012 - $6,313 (US$6,320). Management estimated the fair value of the shares using the quoted market price on the OTC Bulletin Board. Canyon is a company with common directors and officers.

As at July 31, 2013, the Business held 844,000 (October 31, 2012 – 344,000) common shares of Uravan Minerals Inc. (“Uravan”) with an original cost of $112,960 and a fair value of $42,200 (October 31, 2012 - $13,760). Management estimated the fair value of the shares using the quoted market price on the TSX Venture Exchange.

During the nine months ended July 31, 2013, the Business recorded an unrealized gain of $7,007 (2012 – $56,677), which is included in accumulated other comprehensive loss.

ALPHA MINERALS BUSINESSNotes to the carve out condensed consolidated interim financial statementsJuly 31, 2013(Expressed in Canadian dollars)(unaudited)

F-9810537384.1

4. Property and Equipment

Computerequipment

$

Fieldequipment

$

Office equipment

$Total

$

Cost:

Balance, October 31, 2012 56,108 85,699 52,853 194,660

Additions 1,600 – 15,220 16,820

Balance, July 31, 2013 57,708 85,699 68,073 211,480

Accumulated Depreciation:

Balance, October 31, 2012 49,774 59,883 38,913 148,570

Additions 2,025 3,872 3,360 9,257

Balance, July 31, 2013 51,799 63,755 42,273 157,827

Carrying Amounts:

Balance, October 31, 2012 6,334 25,816 13,940 46,090

Balance, July 31, 2013 5,909 21,944 25,800 53,653

5. Mineral Property Costs

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. As described in Notes 1 and 8, Alpha transferred its interest in the following mineral properties to the Business:

• Mikwan Project

• Western Athabasca Uranium Projects

• Cluff Lake (Logan) Project

• Cluff Lake (ACME) Project

• Cluff Lake (Rio Tinto) Project

• Hook Lake Project

• Eastern Athabasca Uranium Project

• Cree Project

• Donna Project

• Teels Marsh Project

• Marietta Project

• Cu ProjectMikwam Project - Ontario

On September 15, 2003, the Business entered into an agreement to acquire an option to earn an undivided 51% interest in the Mikwam Property, located in Noseworthy Township in Ontario for a payment of $25,000 and 300,000 common shares of Alpha.

On October 6, 2004, the agreement was amended granting the exclusive right to acquire an undivided 100% interest in and to the claims for consideration of a payment of $25,000 and 525,000 common shares of Alpha.

The Mikwam Property currently consists of nine contiguous mineral claims, totaling 944 hectares.

ALPHA MINERALS BUSINESSNotes to the carve out condensed consolidated interim financial statementsJuly 31, 2013(Expressed in Canadian dollars)(unaudited)

F-9910537384.1

5. Mineral Property Costs (continued)

Mikwam Project – Ontario (continued)

The following encumbrances were included in the original agreement and remain in effect:

• 0.804% Net Smelter Royalty (“NSR”) payable to Newmont Canada Limited (“Newmont”) and Freewest Resources Canada Inc. (“Freewest”);

• 15% net profits royalty that may become payable to Newmont (or a successor) in respect of its share of net profits from certain mining claims;

• 15% net profits interest that may become payable to Golden Shield Resources Limited in respect of certain mining claims; and

• security granted against the Claims in respect of an additional cash payment due to Newmont and Freewest in the event of a decision to develop a commercial mining operation on or with respect to the Claims, pursuant to conditional payment notes and collateral security agreements issued in favor of each of Newmont and Freewest.

Western Athabasca Uranium Projects - Saskatchewan

The Western Athabasca Basin properties were comprised of three projects - Cluff Lake, Hook Lake and Mandin which were acquired in fiscal 2005 through four property agreements. There are four geographical projects that make up the Cluff Lake Project: Cluff Lake (ESO), Cluff Lake (Logan), Cluff Lake (ACME) and Cluff Lake (Rio Tinto).

The Cluff Lake (ESO), Hook Lake and Mandin Projects were acquired on February 25, 2005, from a group of investors, known as the Saskatchewan Syndicate, for $300,000 and 1,200,000 common shares of Alpha. The agreement provided a 100% interest in 21 non-contiguous mineral claims covering a total of approximately 234,365 acres, subject to a 2.5% gross overriding royalty retained by the vendors. The Business has a right to purchase 1% of the royalty for $1,000,000 prior to the commencement of commercial production. During the year ended October 31, 2010, the Business allowed the Mandin project claims to lapse.

Cluff Lake (Logan) Project – Saskatchewan

On July 24, 2008, Alpha earned its 50% interest with Logan Resources Ltd. (“Logan”) in two non-contiguous mineral claims covering 18,661 acres in northern Saskatchewan by making a cash payment of $25,000, issuing 200,000 common shares of Alpha, and incurring over $300,000 on exploration expenditures. On July 24, 2008, Alpha signed a new agreement with Logan for further exploration on the Cluff Lake (Logan) Project. Under this agreement, Logan will transfer a further 30% interest in the claims to the Business which shall result in the Company having an 80% undivided interest in the property. The Business shall produce a bankable feasibility study with Logan having a carried interest until the feasibility study is delivered, at which time Logan will have the choice to take on a 20% participating interest in a new company to operate the production facility or take on a 2% gross over-riding royalty for all uranium mineral products and a 2% net smelter returns royalty for all other metals. The Business will return all of its interest in any of the claims to Logan upon a decision by the Business to terminate work thereon.

ALPHA MINERALS BUSINESSNotes to the carve out condensed consolidated interim financial statementsJuly 31, 2013(Expressed in Canadian dollars)(unaudited)

F-10010537384.1

5. Mineral Property Costs (continued)

Cluff Lake (ACME) Project – Saskatchewan

On July 24, 2008, Alpha earned its 50% interest with Acme Resources Inc. (formerly International KRL Resources Corp.) (“Acme”) to earn a 50% interest in a mineral claim covering 5,970 acres in northern Saskatchewan by making a cash payment of $25,000, issuing 200,000 common shares of Alpha, and incurring over $100,000 on exploration expenditures. On July 24, 2008, Alpha signed a new agreement with Acme for further exploration on the Cluff Lake (ACME) Project. Under this agreement, Acme will transfer a further 30% interest in the claim to the Company which shall result in the Business having an 80% undivided interest in the property. The Business shall produce a bankable feasibility study, with Acme having a carried interest until the feasibility study is delivered, at which time Acme will have the choice to take on a 20% participating interest in a new company to operate the production facility or take on a 2% gross over-riding royalty for all uranium mineral products and a 2% net smelter returns royalty for all other metals. The Business will return all of its interest in the claim to Acme upon a decision by the Business to terminate work thereon.

Cluff Lake (Rio Tinto) Project – Joint Exploration – Saskatchewan

On July 1, 2007, Alpha signed a joint venture agreement with Hathor Exploration Limited (“Hathor”) (acquired by Rio Tinto PLC) for a 50% interest in the Cluff Lake (Rio Tinto) Project properties after earning a 50% interest in six non-contiguous mineral claims covering 67,373 acres in northern Saskatchewan by making a cash payment of $25,000, issuing 200,000 common shares of Alpha, and incurring over $1,100,000 on exploration expenditures.

Hook Lake Project – Saskatchewan

The Hook Lake property is 100% owned and located in the southwestern portion of the Athabasca Basin in northern Saskatchewan. The Hook Lake Property consists of three mineral dispositions totaling 13,210 hectares.

Eastern Athabasca Uranium Project – Saskatchewan

On October 6, 2005, the Business acquired a 100% interest in mineral claims covering approximately 621,000 acres in the eastern Athabasca Basin for a cash payment of $150,000, payment of $402,359 for staking costs, and issued 1,000,000 common shares of the Company. The mineral claims are subject to a 2% NSR.

During the year ended October 31, 2011, the Business reviewed the potential exploration targets in this area and based on the results decided to no longer pursue a few specific claims in this region resulting in a write-down of $5,612.

Cree Project – Saskatchewan

On January 28, 2011, the Business entered into an agreement to grant Uravan Minerals Inc. (“Uravan”) an option to acquire a 100% ownership interest in certain mineral claims located in the eastern Athabasca Basin, Saskatchewan. To earn this interest, Uravan has agreed on the following:

Cash consideration of $25,000 to be paid upon signing the agreement (received).

Issuing 1,000,000 common shares of Uravan to the Business:

• 250,000 shares upon signing the agreement (received);• 250,000 shares on or before January 28, 2012 (received);• 250,000 shares on or before January 28, 2013; (received) and• 250,000 shares on or before January 28, 2014 (received).

ALPHA MINERALS BUSINESSNotes to the carve out condensed consolidated interim financial statementsJuly 31, 2013(Expressed in Canadian dollars)(unaudited)

F-10110537384.1

5. Mineral Property Costs (continued)

Cree Project – Saskatchewan (continued)

Exploration expenditures to be incurred:

• complete, on or before October 2011, expenditures amounting to not less than one year of annual assessment work on the mineral claims and completed such filings as are necessary to maintain the claims in good standing until November 2012 (completed);

• complete the greater of $100,000 of expenditures on the mineral claims amounting to not less than one year of annual assessment work on the mineral claims and completed such filings as are necessary to maintain the claims in good standing until no earlier than November 2012 (completed); and

• complete the greater of $100,000 of expenditures on the mineral claims amounting to not less than a further year of annual assessment work on the claims and completed such filings as are necessary to maintain the claims in good standing until no earlier than November 2013 (completed).

During the nine months ended July 31, 2013, Uravan completed all of its option payments and earned a 100% interest in the property. As a result, the Business impaired the remaining carrying value of $160,691.

Donna Project – British Columbia

On July 3, 2009, Alpha entered into an option agreement whereby it has an option to acquire a 100% interest in 724.9 hectares of mineral property located on Monashee Mountain, 65 kilometres east of Vernon, British Columbia. During the year ended October 31, 2009, Alpha staked additional mineral claims adjacent to the Donna Property bringing the property size to a total of 1,388 hectares (3,429 acres). The claims are subject to a net smelter royalty of 2% to be paid from production and an advanced royalty of $30,000 per annum, deductible from the royalty will be due on the anniversary of every year following the exercise of the option. The agreement allows for a 50% buyout of the royalty for $1,000,000 and a right of first refusal for the remaining 50%.

To earn this interest, Alpha has agreed on the following:

Cash consideration of $100,000 to be paid:

• $10,000 within five business days of the acceptance of the agreement by the Exchange (paid);• $20,000 on or before July 3, 2010 (paid);• $30,000 on or before July 3, 2011 (paid); and • $40,000 on or before July 3, 2012 (paid).

Issuing 300,000 common shares of Alpha:

• 50,000 shares within five business days of Exchange acceptance; (issued)• 50,000 shares on or before July 3, 2010; (issued)• 100,000 shares on or before July 3, 2011 (issued); and• 100,000 shares on or before July 3, 2012 (issued).

Exploration expenditures of $800,000 to be incurred:

• $200,000 on or before July 3, 2010 (extended to November 15, 2010 – completed); • $200,000 on or before July 3, 2011 (extended to November 15, 2011 – completed); • $200,000 on or before July 3, 2012 (extended to November 15, 2012); and • $200,000 on or before July 3, 2013 (extended to November 15, 2013).

On April 18, 2013, Alpha entered into an amendment agreement in which the vendor agreed to accept $50,000 in consideration for the remaining exploration work commitments due on November 15, 2012 and November 15, 2013. During the nine months ended July 31, 2013, the Company paid the remaining $50,000.

ALPHA MINERALS BUSINESSNotes to the carve out condensed consolidated interim financial statementsJuly 31, 2013(Expressed in Canadian dollars)(unaudited)

F-10210537384.1

5. Mineral Property Costs (continued)

Teels Marsh Project – Nevada, USA

On August 18, 2009, the Business entered an option agreement whereby it has an option to acquire a 100% interest in 36 mineral claims (298.01 hectares or 736.4 acres) located in Mineral County, Nevada in the United States. The claims are subject to a NSR of 2% to be paid from production and an advanced royalty of $30,000 per annum, deductible from the royalty will be due on the anniversary of every year following the exercise of the option. A 50% buyout of the royalty for $1,000,000 and a right of first refusal for the remaining 50% of the royalty are agreed.

To earn this interest, the Business has agreed on the following:

Cash consideration of $100,000 to be paid:

• $7,500 within five business days of the acceptance of the agreement by the Exchange (paid);• $12,500 on or before August 18, 2010 (paid); • $20,000 on or before August 18, 2011 (paid); • $30,000 on or before August 18, 2012; and • $30,000 on or before August 18, 2013.

Issuing 300,000 common shares of Alpha:

• 50,000 shares within five business days of Exchange acceptance (issued);• 50,000 shares on or before August 18, 2010 (issued);• 100,000 shares on or before August 18, 2011 (issued); and• 100,000 shares on or before August 18, 2012.

Exploration expenditures of $300,000 to be incurred (as amended on September 1, 2011):

• $100,000 on or before August 18, 2012; • $100,000 on or before August 18, 2013; and • $100,000 on or before August 18, 2014.

During the year ended October 31, 2012, the Business reviewed the potential exploration targets in this area and based on the results, decided to no longer pursue the option agreement resulting in a write-down of $263,193.

Cu Project – Nevada, USA

On August 5, 2010, the Business entered into a Purchase and Sale Agreement with Canyon, whereby the Company acquired a 100% interest in 39 mineral claims located in Mineral County, Nevada, USA for consideration of $10, subject to a 2% NSR.

During the year ended October 31, 2012, the Business reviewed the potential exploration targets in this area and based on the results decided to no longer pursue the claims in this region resulting in a write-down of $12,051.

6. Related Party Transactions

During the nine month periods ended July 31, 2013 and 2012, the Company was involved in the following related party transactions:

(a) The amount of $4,792 (2012 - $718) was paid to a company controlled by the Chief Executive Officer of the Company for management fees.

(b) The amount of $6,271 (2012 – $3,591) was paid to a company controlled by the Chief Executive Officer of the Company for geological fees, which is included in exploration and evaluation assets.

(c) The amount of $14,667 (2012 - $3,575) was paid to a company controlled by the Chief Financial Officer of the Company for management fees.

ALPHA MINERALS BUSINESSNotes to the carve out condensed consolidated interim financial statementsJuly 31, 2013(Expressed in Canadian dollars)(unaudited)

F-10310537384.1

6. Related Party Transactions (continued)

(d) The amount of $3,915 (2012 - $1,848) was charged to Canyon for rent, which has been recorded against rent paid. As at July 31, 2013, amount receivable includes $21,000 (October 31, 2012 - $nil) owing from Canyon.

(e) The amount of $416,420 (2012 - $42,058) was recognized as stock-based compensation for stock options granted to officers and directors of the Company.

(f) The amount of $1,543,940 (2012 - $495,344) was received as net contributions and advances from Alpha.

7. Segmented Information

The Business operates in one industry, which is the mineral resource industry, with properties in Canada. In the prior period, the Business had properties in Canada and the United States.

July 31, 2013 Canada$

USA$

Total$

Property and equipment 53,653 – 53,653

Exploration and evaluation assets 2,785,543 – 2,785,543

2,839,196 – 2,839,196

October 31, 2012 Canada$

USA$

Total$

Property and equipment 46,090 – 46,090

Exploration and evaluation assets 2,302,298 – 2,302,298

2,348,388 – 2,348,388

8. Subsequent Event

Pursuant to an Arrangement Agreement between Alpha and Fission Uranium Corp. (“Fission”) dated September 17, 2013 ( the “Agreement”) to transfer Alpha’s 50% interest in the Patterson Lake South Property in Saskatchewan Canada (“PLS Property”) to Fission, Alpha and Fission intend to complete the Alpha Plan of Arrangement (“Alpha POA”) and Fission Plan of Arrangement, respectively. The Alpha POA involves the purchase of cash and certain mineral property net assets of Alpha located in Canada and the United States, other than those related to the PLS property, and the completion of a spin out transaction discussed further below.

The completion of the Agreement and the Alpha POA are subject to the respective approvals by both Alpha’s and Fission’s shareholders and board of directors, TSX Venture Exchange approval and the Fission Plan of Arrangement becoming effective. The Agreement may be terminated by Alpha and Fission by mutual agreement or by either party prior to the Effective Date and in other circumstances. The Agreement contains provisions requiring the parties to pay an expense fee of $1,000,000 or a termination fee of $6,000,000 to each other in certain circumstances.

All fees, costs and expenses incurred in connection with the Agreement and the Alpha POA are the responsibility of the party incurring such amounts.

ALPHA MINERALS BUSINESSNotes to the carve out condensed consolidated interim financial statementsJuly 31, 2013(Expressed in Canadian dollars)(unaudited)

F-10410537384.1

8. Subsequent Event (continued)Acquisition of assets and liabilities, including other exploration and evaluation assets:

Pursuant to the Alpha POA, Alpha will transfer $3,000,000 in cash and mineral property related net assets held as at the Effective Date, excluding those related to the PLS property, to the Company in accordance with the Agreement in exchange for approximately 13,617,216 common shares of the Company. The Effective Date of the Alpha POA is the effective date as defined under the Business Corporations Act (Alberta) and the regulations thereunder.

Spin out transaction:

Each Alpha Share held by shareholders of Alpha shareholders at the Effective Date will be exchanged for one Alpha Class A Share and one-half of one common share of the Company. Following the distribution of these dividend shares, Alpha will not own any shares of the Company. Neither Alpha nor the Company is to receive any proceeds as a result of the distribution of these dividend shares.

Each Alpha Option held will be exchanged for an option to purchase 5.725 New Fission Shares (“Replacement Fission Option”) at an exercise price equal to the original Alpha exercise price minus the fair value of one-half of a common share of the Company at the Effective Date. All other terms and conditions of the options are the same as the original Alpha options.

Each Alpha Warrant held will be exchanged for a warrant to purchase 5.725 New Fission Shares (“Replacement Fission Warrant”) at an exercise price equal to the original Alpha exercise price minus the fair value of one-half of a common share of the Company at the Effective Date. All other terms and conditions of the warrants are the same as the original Alpha warrants.

After the spin out transaction, no options or warrants of Alpha will be exchanged for Company options or warrants.

Fission Acquisition of Alpha and PLS Property and related liabilities.

Fission will then acquire 100% of the issued and outstanding Class A Shares of Alpha in exchange for 5.725 New Fission Shares and a cash payment of $0.0001 for each Alpha Class A Share held under the Fission Plan of Arrangement.

ALPHA MINERALS BUSINESSCarve out interim consolidated schedule of mineral property costsJuly 31, 2013(Expressed in Canadian dollars)(unaudited)

F-10510537384.1

Mikwam Cluff Lake Hook Lake East Athabasca DonnaProject Project Project Project ProjectOntario Saskatchewan Saskatchewan Saskatchewan BC Total

$ $ $ $ $ $

Acquisition costs:

Balance, beginning of period 110,000 450,000 233,964 135,265 118,400 1,047,629

Addition – – – – 50,000 50,000

Option payment received in shares – – – (17,500) – (17,500)

Impairment – – – (117,765) – (117,765)

Balance, end of period 110,000 450,000 233,964 – 168,400 962,364

Deferred exploration costs:

Balance, beginning of period 600,965 84,728 – 35,536 533,440 1,254,669

Assays and testing 60,319 – – – – 60,319

Camp supplies 83,851 – – – – 83,851

Claims maintenance – – – – – –

Communications – 155 – 34 – 189

Drilling 227,405 – – – – 227,405

Equipment rental 13,450 333 – 167 150 14,100

Geological and geophysical (Note 8) 43,625 133,425 – 8,900 10,264 196,214

Labour and field expenses 5,490 2,237 – 445 1,966 10,138

Reports and maps – 8,100 – – – 8,100

Transportation 5,331 3,676 – 1,688 425 11,120

Expense recoveries – – – – – –

Impairment – – – (42,926) – (42,926)

439,471 147,926 – (31,692) 12,805 568,510

Balance, end of period 1,040,436 232,654 – 3,844 546,245 1,823,179

Balance, July 31, 2013 1,150,436 682,654 233,964 3,844 714,645 2,785,543

F-10610537384.1

SCHEDULE 4 TO APPENDIX FUNAUDITED PRO FORMAL FINANCIAL STATEMENTS OF ALPHA SPINCO

F-10710537384.1

Pro Forma Consolidated Financial Statements of

ALPHA EXPLORATION INC.

July 31, 2013

(Expressed in Canadian dollars)

(unaudited)

ALPHA EXPLORATION INC.Pro forma consolidated statement of financial position(Expressed in Canadian dollars)(unaudited)

(The accompanying notes are an integral part of these pro forma consolidated financial statements)

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Alpha Exploration

Inc.$

Alpha Minerals Business

$

Pro Forma Adjustments

$

Pro Forma Alpha

Exploration Inc.$

(Note 4)Assets

Current assets

Cash – – 3,000,000 3,000,000Marketable securities – 44,580 – 44,580Amounts receivable – 21,156 – 21,156Prepaid expenses and deposits – 162,759 – 162,759Due from related party 1 – – 1

Total current assets 1 228,495 3,000,000 3,228,496

Non-current assets

Reclamation deposits – 10,000 – 10,000Property and equipment – 53,653 – 53,653Mineral property costs – 2,785,543 – 2,785,543

Total non-current assets – 2,849,196 – 2,849,196

Total assets 1 3,077,691 – 6,077,692

Liabilities

Current liabilities

Accounts payable and accrued liabilities 1,200 103,455 – 104,655

Total liabilities 1,200 103,455 – 104,655

Shareholders’ equity

Share capital 1 – 5,967,229 5,967,230Contributed surplus – 2,967,229 (2,967,229) –Accumulated other comprehensive income – 7,007 – 7,007Deficit (1,200) – – (1,200)

Total shareholders’ equity (1,199) 2,974,236 3,000,000 5,973,037

Total liabilities and shareholders’ equity 1 3,077,691 3,000,000 6,077,692

ALPHA EXPLORATION INC.Pro forma consolidated interim statement of operations and comprehensive lossFor the nine months ended July 31, 2013(Expressed in Canadian dollars)(unaudited)

(The accompanying notes are an integral part of these pro forma consolidated financial statements)

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Alpha Exploration

Inc.$

AlphaMineralsBusiness

$

Pro Forma Adjustments

$

Pro FormaAlpha

ExplorationInc.$

(Note 4)

Revenue – – – –

Expenses

Depreciation – 1,151 – 1,151Foreign exchange gain – (411) – (411)Impairment of exploration and evaluation assets – 160,691 – 160,691Investor relations – 49,627 – 49,627Management and consulting fees – 26,357 – 26,357Office and miscellaneous – 25,988 – 25,988Professional fees – 21,247 – 21,247Property investigation costs – 64 – 64Rent and telephone – 11,829 – 11,829Salaries and benefits – 72,752 – 72,752Stock-based compensation – 493,745 – 493,745Transfer agent and regulatory fees – 8,211 – 8,211

Total operating expenses – 871,251 – 871,251

Net loss for the period – (871,251) – (871,251)

Comprehensive income

Unrealized gain on marketable securities – 7,007 – 7,007

Comprehensive loss for the period – (864,244) – (864,244)

Loss per share, basic and diluted – (0.06) (0.06)

Weighted average number of shares outstanding – 13,617,216 13,617,216

ALPHA EXPLORATION INC.Notes to the pro forma consolidated financial statementsJuly 31, 2013(Expressed in Canadian dollars)(unaudited)

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1. Basis of Presentation

The accompanying unaudited pro forma consolidated statement of financial position and statement of operations and comprehensive loss of Alpha Exploration Inc. (the “Company”) have been prepared from the audited financial statements of Alpha Exploration Inc. for the period from incorporation on September 27, 2013 to September 30, 2013, the unaudited carve out consolidated financial statements of Alpha Minerals Business (the “Business”) for the nine months ended July 31, 2013, and the adjustments assumed under the Company’s proposed acquisition of the assets and assumption of liabilities of the Business as described in Note 4. The Company and the Business prepare their financial statements under International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board.

These unaudited pro forma consolidated financial statements include:

• An unaudited pro forma consolidated statement of financial position as at July 31, 2013, which has been prepared from the audited statement of financial position of the Company as at September 30, 2013, the unaudited carve out statement of financial position of the Business as at July 31, 2013 and gives effect to the assumptions and adjustments as described in Notes 3 and 4 as if the transaction occurred on July 31, 2013.

• An unaudited pro forma consolidated statement of operations and comprehensive loss for the nine months ended July 31, 2013, which has been prepared from the unaudited carve out consolidated interim statement of operations and comprehensive loss of the Business for the nine months ended July 31, 2013 and gives effect to the assumptions and adjustments as described in Notes 3 and 4 as if the transaction occurred on November 1, 2012.

These unaudited pro forma consolidated financial statements are not necessarily indicative of the financial position and financial results of the Company that would have occurred if the transaction and assumptions described therein had taken place on the dates indicated or which may be obtained in the future. They should be read in conjunction with the historical financial statements referred to above.

These unaudited pro forma consolidated financial statements have been prepared for inclusion in a Management Information Circular.

2. Asset Transfer and Spin Out Transactions

Pursuant to an Arrangement Agreement between Alpha Minerals Inc. (“Alpha”) and Fission Uranium Corp. (“Fission”) dated September 17, 2013 ( the “Agreement”) to transfer Alpha’s 50% interest in the PattersonLake South Property in Saskatchewan Canada (“PLS Property”) to Fission, Alpha and Fission intend to complete the Alpha Plan of Arrangement (“Alpha POA”) and Fission Plan of Arrangement, respectively. The Alpha POA involves the transfer of cash and certain mineral property net assets of Alpha located in Canada and the United States, other than those related to the PLS property, and the completion of a spin out transaction (the “Spin Out Transaction”) discussed further below. The purpose of these pro forma financial statements is to reflect the pro forma effect of the Spin Out Transaction.

All fees, costs and expenses incurred in connection with the Agreement and the Alpha POA are the responsibility of the party incurring such amounts. No adjustments have been made to the pro forma financial statements.

(i) Acquisition of assets and liabilities, including other exploration and evaluation assets:

Pursuant to the Alpha POA, Alpha will transfer $3,000,000 in cash and mineral property related net assets held as at the effective date, excluding those related to the PLS property, to the Company in accordance with the Agreement in exchange for 13,617,216 common shares of the Company.

ALPHA EXPLORATION INC.Notes to the pro forma consolidated financial statementsJuly 31, 2013(Expressed in Canadian dollars)(unaudited)

F-11110537384.1

2. Asset Transfer and Spin Out Transactions (continued)

(ii) Spin out transaction:

Each Alpha Share held by shareholders of Alpha, at the effective date, will be exchanged for one Alpha Class A Share and one-half of one common share of the Company. The number of common shares exchanged will equal 50% of the outstanding common shares of Alpha at the effective date. Following the distribution of the dividend shares, Alpha will not own any securities of the Company. Neither Alpha nor the Company is to receive any proceeds as a result of the distribution of these dividend shares.

Each Alpha Option outstanding at the effective date will be exchanged for an option to purchase 5.725 New Fission Shares (“Replacement Fission Option”) at an exercise price equal to the original Alpha exercise price minus the fair value of one-half of a common share of the Company at the Effective Date. All other terms and conditions of the options are the same as the original Alpha options.

Each Alpha Warrant outstanding at the effective date will be exchanged for a warrant to purchase 5.725 New Fission Shares (“Replacement Fission Warrant”) at an exercise price equal to the original Alpha exercise price minus the fair value of one-half of a common share of the Company at the Effective Date. All other terms and conditions of the warrants are the same as the original Alpha warrants.

Alpha option and warrant holders will not receive options or warrants in the Company.

(iii) Fission acquisition of Alpha and PLS Property and related liabilities:

Fission will then acquire 100% of the issued and outstanding Class A Shares of Alpha in exchange for 5.725 New Fission shares and a cash payment of $0.0001 for each Alpha Class A Share held under the Fission Plan of Arrangement.

The Completion of the Agreement and the Alpha Plan of Arrangement (“Alpha POA”) are subject to the respective approvals of both Alpha’s and Fission’s shareholders and board of directors, TSX Venture Exchange approval, and the Fission Plan of Arrangement becoming effective. The Agreement may be terminated by Alpha and Fission by mutual agreement or by either party prior to the Effective Date and certain other circumstances. The Agreement contains provisions requiring the parties to pay an expense fee of $1,000,000 or a termination fee of $6,000,000 to each other in certain circumstances.

3. Pro Forma Assumptions

The unaudited pro forma consolidated financial statements were prepared based on the following assumptions:

(a) The Spin Out Transaction occurred on the dates indicated in Note 1

(b) The Company purchased the assets and assumed the liabilities of Alpha Business in exchange for 13,617,216 common shares of the Company, based on the ratio described in 2. No debts, obligations and liabilities are being transferred at the effective date to the Company by Alpha as they relate to the PLS property or do not relate to the transferred properties or its transferred lease arrangement.

(c) Alpha funded the transaction and other costs related to the asset transfer and spin out transaction; and

(d) Any taxes resulting from the spin out transaction will be the responsibility of the Company.

ALPHA EXPLORATION INC.Notes to the pro forma consolidated financial statementsJuly 31, 2013(Expressed in Canadian dollars)(unaudited)

F-11210537384.1

4. Pro Forma Adjustments

The following pro forma adjustment have been made to reflect the Spin Out Transaction described in Note 2 as if they occurred on the dates indicated in Note 1:

The issuance of 13,617,216 common shares of the Company to Alpha in consideration for Alpha’s transfer of $3,000,000 in cash and the net assets of the Alpha Minerals Business. The issuance of the common shares and the assets and liabilities acquired have been recorded based on the historical cost of Alpha as recorded in the Alpha Minerals Business combined financial statements and which aggregated to $5,967,229.

5. Share Capital

Number of Common Shares $

Common shares issued on incorporation 100 1

Transfer of Alpha Minerals Business 13,617,216 5,957,229

Balance as at July 31, 2013 13,617,316 5,967,230

F-11310537384.1

SCHEDULE 5 TO APPENDIX FAUDIT COMMITTEE CHARTER OF ALPHA SPINCO

1. MANDATE

The primary mandate of the audit committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Alpha Exploration Inc. (the “Company”) is to assist the Board in overseeing the Company’s financial reporting and disclosure. This oversight includes:

(A) reviewing the financial statements and financial disclosure that is provided to shareholders and disseminated to the public;

(B) reviewing the systems of internal controls to ensure integrity in the financial reporting of the Company; and

(C) monitoring the independence and performance of the Company’s external auditors and reporting directly to the Board on the work of the external auditors.

2. COMPOSITION AND ORGANIZATION OF THE COMMITTEE

2.1 The Audit Committee must have at least three directors.

2.2 The majority of the Audit Committee members must be independent. A member of the Audit Committee is independent if the member has no direct or indirect material relationship with an issuer. A material relationship means a relationship which could, in the view of the issuer’s board of directors, reasonably interfere with the exercise of a member’s independent judgment.1

2.3 Every Audit Committee member must be financially literate. Financial literacy is the ability to read and understand a set of financial statements that present a breath and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer’s financial statements.2

2.4 The Board will appoint from themselves the members of the Audit Committee on an annual basis for one year terms. Members may serve for consecutive terms.

2.5 The Board will also appoint a chair of the Audit Committee (the “Chair of the Audit Committee”) for a one year term. The Chair of the Audit Committee may serve as the chair of the committee for any number of consecutive terms.

2.6 A member of the Audit Committee may be removed or replaced at any time by the Board. The Board will fill any vacancies in the Audit Committee by appointment from among members of the Board.

3. MEETINGS

3.1 The Audit Committee will meet at least four (4) times per year. Special meetings may be called by the Chair of the Audit Committee as required.

3.2 Quorum for a meeting of the Audit Committee will be two (2) members in attendance.

1 Multilateral Instrument 52-110 Audit Committees section 1.42 Multilateral Instrument 52-110 Audit Committees section 1.5

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3.3 Members may attend meetings of the Audit Committee by teleconference, videoconference, or by similar communication equipment by means of which all persons participating in the meeting can communicate with each other.

3.4 The Audit Committee Chair will set the agenda for each meeting, after consulting with management and the external auditor. Agenda materials such as draft financial statements must be circulated to Audit Committee members for members to have a reasonable time to review the materials prior to the meeting.

3.5 Minutes of the Audit Committee meetings will be accurately recorded, with such minutes recording the decisions reached by the committee. Minutes of each meeting must be distributed to members of the Board, the Chief Executive Officer, the Chief Financial Officer and the external auditor.

4. RESPONSIBILITIES OF THE COMMITTEE

4.1 The Audit Committee will perform the following duties:

EXTERNAL AUDITOR

(a) select, evaluate and recommend to the Board, for shareholder approval, the external auditor to examine the Company’s accounts, controls and financial statements;

(b) evaluate, prior to the annual audit by external auditors, the scope and general extent of their review, including their engagement letter, and the compensation to be paid to the external auditors and recommend such payment to the Board;

(c) obtain written confirmation from the external auditor that it is objective and independent within the meaning of the Rules of Professional Conduct/Code of Ethics adopted by the provincial institute or order of Chartered Accountants to which it belongs;

(d) recommend to the Board, if necessary, the replacement of the external auditor;

(e) meet at least annually with the external auditors, independent of management, and report to the Board on such meetings;

(f) pre-approve any non-audit services to be provided to the Company by the external auditor and the fees for those services;

FINANCIAL STATEMENTS AND FINANCIAL INFORMATION

(g) review and discuss with management and the external auditor the annual audited financial statements of the Company and recommend their approval by the Board;

(h) review and discuss with management, the quarterly financial statements and recommend their approval by the Board;

(i) review and recommend to the Board for approval the financial content of the annual report;

(j) review the process for the certification of financial statements by the Chief Executive Officer and Chief Financial Officer;

(k) review the Company’s management discussion and analysis, annual and interim earnings or financial disclosure press releases, and audit committee reports before the Company publicly discloses this information;

F-11510537384.1

(l) review annually with external auditors, the Company’s accounting principles and the reasonableness of managements judgments and estimates as applied in its financial reporting;

(m) review and consider any significant reports and recommendations issued by the external auditor, together with management’s response, and the extent to which recommendations made by the external auditors have been implemented;

RISK MANAGEMENT, INTERNAL CONTROLS AND INFORMATION SYSTEMS

(n) review with the external auditors and with management, the general policies and procedures used by the Company with respect to internal accounting and financial controls;

(o) review adequacy of security of information, information systems and recovery plans;

(p) review management plans regarding any changes in accounting practices or policies and the financial impact thereof;

(q) review with the external auditors and, if necessary, legal counsel, any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Company and the manner in which these matters are being disclosed in the financial statements;

(r) discuss with management and the external auditor correspondence with regulators, employee complaints, or published reports that raise material issues regarding the Company’s financial statements or disclosure;

(s) assisting management to identify the Company’s principal business risks;

(t) review the Company’s insurance, including directors’ and officers’ coverage, and provide recommendations to the Board;

OTHER

(u) review Company loans to employees/consultants; and

(v) conduct special reviews and/or other assignments from time to time as requested by the Board.

5. PROCESS FOR HANDLING COMPLAINTS REGARDING FINANCIAL MATTERS

5.1 The Audit Committee shall establish a procedure for the receipt, retention and follow-up of complaints received by the Company regarding accounting, internal controls, financial reporting, or auditing matters.

5.2 The Audit Committee shall ensure that any procedure for receiving complaints regarding accounting, internal controls, financial reporting, or auditing matters will allow the confidential and anonymous submission of concerns by employees.

6. REPORTING

6.1 The Audit Committee will report to the Board on:

(a) the external auditor’s independence;

F-11610537384.1

(b) the performance of the external auditor and the Audit Committee’s recommendations;

(c) regarding the reappointment or termination of the external auditor;

(d) the adequacy of the Company’s internal controls and disclosure controls;

(e) the Audit Committee’s review of the annual and interim financial statements;

(f) the Audit Committee’s review of the annual and interim management discussion and analysis;

(g) the Company’s compliance with legal and regulatory matters to the extent they affect the financial statements of the Company; and

(h) all other material matters dealt with by the Audit Committee.

7. AUTHORITY OF THE COMMITTEE

7.1 The Audit Committee will have the resources and authority appropriate to discharge its duties and responsibilities. The Audit Committee may at any time retain outside financial, legal or other advisors at the expense of the Company without approval of management.

7.2 The external auditor will report directly to the Audit Committee.

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