Paladin Energy to acquire Fission Uranium creating a clean energy leader

CNW Group
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/Not for Release or Distribution in the United States/

The Mineral Resource and Mineral Reserve estimates relating to Fission Uranium Corp contained in this announcement have been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and have not been reported in accordance with the 2012 Joint Ore Reserves Committee's Australasian Code for Reporting of Mineral Resources and Ore Reserves ("JORC Code"). Refer to Fission's website at www.fissionuranium.com or under Fission's profile on SEDAR+ at www.sedarplus.ca for information in relation to the Mineral Resource and Mineral Reserve estimates prepared by Fission. A competent person has not done sufficient work to classify the Mineral Resource or Mineral Reserve estimates in accordance with the JORC Code and it is uncertain that following evaluation and/or further exploration work that the estimates will be able to be reported as a Mineral Resource or Ore Reserve in accordance with the JORC Code. Please refer to further disclosure required by the ASX Listing Rules together with a more detailed resource table at the conclusion of this announcement.

KELOWNA, BC, June 24, 2024 /CNW/ - Paladin Energy Limited (ASX: PDN) (OTCQX: PALAF) ("Paladin") and Fission Uranium Corp. (TSX: FCU) (OTCQX: FCUUF) (FSE:2FU) ("Fission") are pleased to announce they have entered into a definitive arrangement agreement (the "Agreement"), pursuant to which Paladin will acquire 100% of the issued and outstanding shares of Fission ("Fission Shares") by way of a court approved plan of arrangement under the Canada Business Corporation Act  (the "Transaction").

Transactions Highlights

  • Fission shareholders will receive 0.1076 fully paid shares of Paladin ("Paladin Shares") for each Fission share held at the closing of the Transaction (the "Offer Consideration").

  • The Offer Consideration represents:

    • an implied value of C$1.30 per Fission Share1;

    • an implied equity value of C$1,140 million2;

    • a 25.8% premium to the closing price of the Fission Shares on the TSX (C$1.03) on 21 June 2024; and

    • a 30.0% premium to the 20-day Volume Weighted Average Price ("VWAP") of the Fission Shares on 21 June 20243.

  • Upon completion of the Transaction, Fission shareholders will own 24.0% of Paladin4, which will have a pro-forma market capitalisation of approximately US$3.5 billion5.

  • Paladin has applied for listing of the Paladin Shares on the Toronto Stock Exchange ("TSX") concurrent with completion of the Transaction, such that Fission shareholders will receive TSX-listed Paladin Shares.

  • Fission's Board of Directors, following the unanimous recommendation by its special committee of independent directors (the "Special Committee"), and in consultation with Fission's financial and legal advisors, recommends that Fission shareholders vote in favour of the Transaction.

  • Cantor Fitzgerald has provided an opinion to the Special Committee to the effect that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the Offer Consideration is fair, from a financial point of view to the Fission shareholders. SCP Resource Finance has provided an opinion to the Board of Directors of Fission, stating that as of the date of such opinion, based upon and subject to the assumptions, limitations and qualifications set forth therein, the Offer Consideration to be received by Fission shareholders under the Transaction is fair, from a financial point of view, to Fission shareholders.

  • Directors and members of senior management of Fission holding 0.7% of the outstanding Fission Shares have entered into voting support arrangements with Paladin pursuant to which they have agreed to vote their Fission Shares in favour of the Transaction at the special meeting of shareholders to be called by Fission to approve the Transaction (the "Fission Meeting").

  • The Transaction is targeted to close in the September 2024 quarter (subject to satisfaction of all conditions under the Agreement).

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