Paladin Energy (PDN) M&A Announcement summary

Deal rationale and strategic fit

• The all-scrip acquisition creates a leading independent Western-listed uranium company with a diversified global portfolio, combining Paladin’s Langer Heinrich Mine and Fission’s Patterson Lake South (PLS) project.

• The combined entity will have one of the largest pure-play uranium resource bases globally, with assets in Canada, Namibia, and Australia, and will be the third largest listed uranium company by resource endowment.

• Enhanced exposure to attractive uranium market fundamentals and global decarbonization trends, supporting the energy transition.

• Increased international capital markets presence with dual ASX/TSX listing and broader investor base.

• Shared ESG commitments and cultural alignment support long-term sustainability and zero-carbon energy solutions.

Financial terms and conditions

• Fission shareholders receive 0.1076 Paladin shares per Fission share, implying a value of C$1.30 per Fission share and an equity value of C$1.14 billion.

• The offer represents a 25.8% premium to Fission's last closing price and a 30% premium to its 20-day VWAP.

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

• Pro forma market capitalization estimated at US$3.5 billion.

• A C$40 million termination fee is 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.

• Paladin intends to retain Fission’s management team to continue PLS development, maintaining operational continuity.

• Paladin has applied for a TSX listing to provide Fission shareholders with TSX-listed Paladin shares; Fission shares will be de-listed from TSX, OTCQX, and Frankfurt Stock Exchange after completion.

• PLS project remains on track for production by 2029, with construction expected to begin in early 2026.