Paladin Energy (PDN) M&A Announcement summary

Deal rationale and strategic fit

• All-scrip acquisition creates a top independent listed uranium company with a global footprint, combining Paladin’s Langer Heinrich (Namibia), Fission’s Patterson Lake South (Canada), Michelin (Canada), and other exploration assets.

• Establishes a leading Canadian development hub and enhances project development pipeline, with multi-asset production expected by 2029.

• Combined company will have one of the largest pure-play uranium resources globally, with pro-forma U3O8 Mineral Resources of 544Mlbs and Ore Reserves of 157Mlbs.

• Enhanced exposure to uranium market fundamentals and global decarbonization trends, leveraging strong demand for nuclear energy.

• Shared commitment to ESG, sustainability, and strong stakeholder engagement, including First Nations partnerships.

Financial terms and conditions

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

• Implied equity value of C$1,140 million for Fission; combined market capitalization estimated at AUD 3.5 billion (approx. US$3.5 billion).

• Post-closing, Paladin shareholders will own 76% and Fission shareholders 24% of the combined entity.

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

• No Paladin shareholder approval required; ASX waiver likely to be granted.

Integration plans and timeline

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

• Paladin to list on TSX, expanding access to North American capital markets; Fission shares to be delisted from TSX, OTCQX, and FSE.

• Full integration of Fission’s team, with no planned rationalization of exploration assets; further resource definition and exploration at PLS expected post-deal.