Fission Uranium (FCU) M&A Announcement summary

Deal rationale and strategic fit

• All-scrip acquisition creates a leading clean energy uranium producer with diversified assets across Canada, Namibia, and Australia, combining Paladin’s Langer Heinrich Mine and Fission’s Patterson Lake South (PLS) project.

• Strategic combination results in one of the largest pure-play uranium resources globally, ranking second or third among listed uranium companies by resource endowment.

• Enhanced global presence and investor base through dual ASX and TSX listings, broadening market reach, especially in North America.

• Shared commitment to ESG leadership, sustainable development, and strong community engagement, with unified reporting frameworks.

• Transaction de-risks PLS development funding, leveraging Langer Heinrich Mine’s production and Paladin’s contract book.

Financial terms and conditions

• Fission shareholders receive 0.1076 Paladin shares per Fission share, implying C$1.30 per share and C$1,140 million equity value, a 25.8% premium to last close and 30% premium to 20-day VWAP.

• Fission shareholders will own 24% and Paladin shareholders 76% of the combined company, with a pro-forma market capitalization of approximately US$3.5 billion.

• No Paladin shareholder approval required; transaction supported by both boards and ASX waiver expected.

• Termination fee of C$40 million payable by Fission to Paladin under certain circumstances.

Integration plans and timeline

• Transaction targeted for completion in the September 2024 quarter, subject to all conditions being met.

• Fission shares to be delisted from TSX, OTCQX, and Frankfurt Stock Exchange upon completion; Paladin has applied for TSX listing.

• Paladin intends to retain Fission’s management team and commence further resource definition and exploration at PLS post-closing.

• Circular for shareholders expected around July 23, 2024, starting the clock on the shareholder vote.

• Second investor call scheduled to reach all shareholders in different jurisdictions.