An anonymous director reports

ISS RECOMMENDS FISSION URANIUM SHAREHOLDERS VOTE FOR THE ARRANGEMENT WITH PALADIN ENERGY

Institutional Shareholder Services Inc. has completed its analysis of Fission Uranium Corp.'s previously announced plan of arrangement with Paladin Energy Ltd. and ISS recommends shareholders of Fission vote for the arrangement.

The special meeting of Fission securityholders is being held on Aug. 26, 2024, at 10 a.m. Pacific Time, to consider the arrangement, whereby Paladin will acquire all of the issued and outstanding shares of the company, and in return Fission shareholders will receive 0.1076 share of Paladin for each Fission share held. Shareholders may find materials related to the meeting under the company's profile on SEDAR+, as well as on Fission's website.

In its analysis, ISS notes that the "offer consideration represents a substantial premium of 25.9 percent over the price on the day prior to the announcement," that it "makes strategic sense," and that "it is anticipated the transaction will enhance value for shareholders through ownership in a company with growth potential, increased liquidity [and] improved cash flow, and is expected to benefit from an enhanced capital markets presence."

ISS concluded the arrangement to "represent the best alternative among the opportunities available to improve the ability to increase shareholder value" before recommending Fission shareholders vote in favour of the arrangement.

As an independent proxy advisory firm, ISS has approximately 3,400 clients, including many of the world's leading institutional investors who rely on ISS's objective and impartial analysis to make important voting decisions.

Reasons to support the arrangement

A special committee of Fission's board of directors, comprising independent directors of the board, advised the board that, after careful consideration of such matters as it considered relevant, as more fully described under the heading "the arrangement -- reasons for the arrangement" contained in the circular, that the arrangement is in the best interests of the company, for the following reasons.

Attractive and immediate premium: The consideration is a 30-per-cent premium to Fission's undisturbed 20-day VWAP (volume-weighted average price), payable in Paladin shares so as to enable Fission shareholders to continue to participate in the upside of the Patterson Lake South (PLS) project and Paladin.

Meaningful ownership in a global multiasset uranium leader: Fission shareholders will own approximately 24.0 per cent of the outstanding Paladin shares immediately following completion of the arrangement, on a fully diluted basis, which will have a pro forma market capitalization of $3.5-billion (U.S.) (as of June 21, 2024), and a world-class production and growth pipeline.

Diversified portfolio with multiasset production: If the arrangement becomes effective, the combined company (as defined in the circular) will have two projects in production by 2029 (the Langer Heinrich mine and PLS) and a pro forma mineral resources of 544 million pounds (lb) and ore reserves of 157 million lb, representing one of the largest amongst pure-play uranium companies globally spread across Tier 1 uranium jurisdiction of Canada, Namibia and Australia.

Derisks PLS development: Paladin has a strong balance sheet, with $50-million (U.S.) in cash and $125-million (U.S.), as of March 31, 2024, in available debt facilities, along with expected future cash flows from the commencement of production at the Langer Heinrich mine, which can be leveraged to finance the development of PLS, thereby reducing dilution to Fission shareholders. Paladin's project delivery, uranium marketing and processing expertise will complement Fission's technical strength, derisking the development of PLS and maximizing value for shareholders.

Continued participation and ability to progress development of PLS: Fission shareholders will continue to have exposure to PLS through their Paladin shares following closing of the arrangement.

Increased international capital market presence: The arrangement is an opportunity to retain Toronto Stock Exchange-listed shares in a leading ASX100 growth-focused uranium company providing increased trading liquidity and an enhanced capital markets presence.

Paladin's commitment to Canada: Paladin owns the Michelin project, an advanced-exploration-stage uranium project in the highly prospective central mineral belt of Labrador, since 2011. The relisting of Paladin shares on the TSX and the addition of PLS significantly grows Paladin's commitment to uranium exploration.

Access to near-term cash flow from the Langer Heinrich mine: Fission shareholders will gain exposure to the globally significant Langer Heinrich mine, where Paladin successfully recommenced commercial production on March 30, 2024. Paladin has built a high-quality contract portfolio with Tier 1 utilities in the United States, Europe and Asia. These internationally based utilities account for over 20 per cent of global uranium consumption. Fission shareholders will benefit in the near term from Paladin's contract portfolio, which is 80 per cent exposed to uncapped market prices. Paladin also has flexible shipping arrangements and early payment terms with its largest customer, providing significant delivery flexibility and improved cash flow during the ramp-up of operations at the Langer Heinrich mine.

Robust and supervised negotiation process: The arrangement is the result of a robust negotiation process that was undertaken under the supervision of the special committee, which was consisted entirely of independent directors and which received advice from independent advisers throughout the process.

CFCC opinion: The receipt by the special committee and the board of the CFCC opinion (as defined in the circular), which concluded that, as of June 23, 2024, subject to and based on the assumptions, qualifications and limitations contained therein, the consideration to be received by the Fission shareholders pursuant to the arrangement is fair, from a financial point of view, to the Fission shareholders. Fission securityholders are urged to read the CFCC opinion in its entirety. The full text of the CFCC opinion is included in the circular.

SCP opinion: The receipt by the board of the SCP opinion (as defined in the circular) which concluded that, as of the date of such opinion, subject to and based on the assumptions, qualifications and limitations contained therein, the consideration to be received by the Fission shareholders pursuant to the arrangement is fair, from a financial point of view, to the Fission shareholders. Fission securityholders are urged to read the SCP opinion in its entirety. The full text of the SCP opinion is included in the circular.

Voting is open now; your vote is important regardless of the number of shares you own.

Meeting information

The meeting will be held in person at Suite 3500, 1133 Melville St., The Stack, Vancouver, B.C., V6E 4E5, on Aug. 26, 2024, at 10 a.m. Pacific Time. Shareholders are encouraged to vote in advance of the meeting, in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to shareholders together with the circular. Further details and voting instructions can be found in the circular.

The close of business on July 19, 2024, is the record date for the determination of shareholders who will be entitled to receive notice of and vote at the meeting, and at any adjournment or postponement of the meeting.

The deadline for shareholders to return their completed proxies or voting instruction forms is Thursday, Aug. 22, 2024, at 10 a.m. Pacific Time.

Shareholder questions and voting assistance

Shareholders who have questions or need assistance in voting should contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America), or by e-mail at assistance@laurelhill.com.

About Fission Uranium Corp.

Fission Uranium is an award-winning Canadian uranium project developer and 100-per-cent owner of the Patterson Lake South uranium property, a proposed high-grade uranium mine and mill in Canada's Athabasca basin region. Fission's common shares are listed on the Toronto Stock Exchange under the symbol FCU, and trade on the OTCQX marketplace in the U.S. under the symbol FCUUF and on the Frankfurt Stock Exchange under the symbol 2FU.

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