Fission Uranium (FCU) M&A Announcement summary

Deal rationale and strategic fit

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

• Strategic combination forms one of the largest independent listed uranium companies globally, ranking among the top three by resource endowment.

• Enhances exposure to the uranium market, leveraging global decarbonization trends and increasing nuclear energy demand.

• Both companies share a strong commitment to ESG leadership, sustainable development, and community engagement.

• Both boards unanimously support the transaction, with high confidence in shareholder approval.

Financial terms and conditions

• Fission shareholders receive 0.1076 Paladin shares per Fission share, implying C$1.30 per share and a 30% premium to the 20-day VWAP.

• Offer values Fission at C$1,140 million, with a C$40 million termination fee payable by Fission to Paladin under certain circumstances.

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

• No Paladin shareholder approval required; transaction completion targeted for September 2024 quarter.

Synergies and expected cost savings

• Focus is on growth and strategic fit, leveraging shared processing, development, and exploration expertise for operational efficiencies.

• De-risked financing for PLS development through Langer Heinrich Mine cash flows and Paladin’s contract book, reducing need for further equity dilution.