Paladin Energy (PDN) M&A Announcement summary

Deal rationale and strategic fit

• All-scrip acquisition creates a top independent uranium producer with diversified assets in Canada, Namibia, and Australia, combining Paladin’s Langer Heinrich Mine and Fission’s Patterson Lake South project.

• Establishes a leading Canadian development hub and enhances project development pipeline, including Langer Heinrich (in production), Patterson Lake South (targeting 2029), and Michelin (2030s).

• 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 strong uranium market fundamentals and global decarbonisation trends, leveraging increased scale and market presence.

• Strong alignment in ESG, sustainability, and community engagement, with both companies committed to zero-carbon fuel and stakeholder collaboration.

Financial terms and conditions

• Fission shareholders receive 0.1076 Paladin shares per Fission share, implying C$1.30 per Fission share and an equity value of C$1,140 million.

• Offer represents a 25.8% premium to Fission's last closing price and a 30.0% premium to its 20-day VWAP.

• Paladin shareholders will own 76% and Fission shareholders 24% of the combined entity.

• Combined market capitalization estimated at AUD 3.5 billion (approx. US$3.5 billion).

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

Synergies and expected cost savings

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

• Transaction de-risks PLS development funding, leveraging Langer Heinrich Mine's production and Paladin's offtake contracts.

• Combined cash flow and balance sheet expected to support PLS development with limited further equity dilution.

• Enhanced trading liquidity and broader investor base through dual ASX/TSX listing.

• Combination creates a globally significant uranium producer, enhancing scale and market presence.