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Award-Winning Uranium Company

Fission Uranium’s award winning uranium PLS project is advancing towards production on time and on budget. The project is based in the Canadian province of Saskatchewan – the world’s second largest producer of uranium. Fission Uranium is listed on the TSX under the symbol FCU and on the OTCQX under the symbol FCUUF.

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Paladin Energy Limited(ASX:PDN OTCQX:PALAF) (“Paladin”) and Fission Uranium Corp. (TSX:FCU OTCQX:FCUUF FSE:2FU) (“Fission”) have entered into a definitive  arrangement agreement (the “Agreement”), pursuant to which Paladin will acquire 100% of the issued and outstanding shares of Fission (“Fission Shares”) by way of a court approved plan of arrangement under Canada Business Corporation Act  (the “Transaction”)

Transaction Highlights

  • All scrip acquisition of Fission Uranium Corp by Paladin Energy via a plan of arrangement
  • Transaction consideration represents a 30% premium to Fission shareholders based on the 20-day Volume Weighted Average Price (‘VWAP’)[1]
  • Post closing Paladin shareholders will own ~76% of the combined company and Fission shareholders will own ~24%
  • Transaction supported by Fission Board of Directors[2]
  • No Paladin shareholder approval required[3]
  • The Transaction is targeted to close in the September 2024 quarter (subject to satisfaction of all conditions under the Agreement)
  • Paladin has applied to list on the TSX concurrent with closing of the Transaction and will issue TSX listed shares to Fission shareholders under the Transaction

Strategic Rationale

  1. World-class production and growth pipeline
  2. Creation of a leading Canadian development hub
  3. Globally significant uranium resource
  4. Enhanced exposure to highly attractive uranium market
  5. Increased international capital markets presence
  6. Shared commitment to a sustainable future

The combination of Paladin and Fission will create a clean energy leader and will deliver the following benefits to both Paladin and Fission shareholders:

  • Enhanced project development pipeline.
  • Multi-asset production expected by 2029.
  • Diversified presence across leading uranium mining jurisdictions of Canada, Namibia and Australia.
  • Increased exposure to highly attractive long term uranium fundamentals.
  • Increased scale and global profile of Paladin with TSX listing.

The Transaction will also deliver several direct benefits to Fission shareholders:

  • Attractive 30% premium to Fission’s 20-Day VWAP  and the ability to participate in the upside of Paladin.
  • Meaningful 23% ownership in a global, multi-asset uranium company with exposure to the producing LHM.
  • Continued exposure to the Patterson Lake South project’s (“PLS”) future operational profile and exploration upside.
  • De-risk Fission’s PLS development funding, underpinned by LHM production and customer offtake contract book.
  • Opportunity to retain TSX-listed shares in a leading ASX100 growth-focused uranium company providing increased trading liquidity and an enhanced capital markets presence.

[1] 30.0% premium to the 20-day VWAP of the Fission Shares on the TSX of C$1.09 and the 20-day VWAP of the Paladin Shares on the ASX of A$14.52, and converted to C$13.21 using the spot exchange rate AUD/CAD in effect on each trading day.

[2] Fission’s Board of Directors, following the unanimous recommendation by its special committee of independent directors (the “Special Committee”), and in consultation with Fission’s financial and legal advisors, recommends that Fission shareholders vote in favour of the Transaction.

[3] Paladin has obtained in-principle confirmation from ASX that on receipt of a formal waiver application for a waiver from Listing Rule 7.1, it is on the information provided, likely to grant the requested waiver.