19:42:15 EDT Sat 07 Jun 2025
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Paladin Energy closes acquisition of Fission Uranium

2024-12-23 19:10 ET - News Release

Also News Release (C-FCU) Fission Uranium Corp

Ms. Paula Raffo of Paladin Energy reports

PALADIN COMPLETES THE ACQUISITION OF FISSION URANIUM CORP.

Paladin Energy Ltd. has successfully completed its acquisition of all of the issued and outstanding shares of Fission Uranium Corp. by way of a court-approved plan of arrangement under the Canada Business Corporations Act pursuant to the terms of the arrangement agreement among Fission, Paladin and 1000927136 Ontario Inc., dated June 24, 2024, as amended on July 25, 2024, and Aug. 29, 2024.

Under the terms of the arrangement, each former shareholder of Fission (other than ineligible shareholders (as defined in the Fission circular) will be entitled to receive 0.1076 of a fully paid ordinary share of Paladin for each Fission share held immediately prior to the effective time of the arrangement. Ineligible shareholders will not receive Paladin shares under the arrangement. Instead, each ineligible shareholder will be entitled to receive the proceeds from the sale of the Paladin shares attributable to such ineligible shareholder under the arrangement.

Neither Paladin nor the purchaser owned or controlled, directly or indirectly, any Fission shares prior to the completion of the arrangement. Immediately following completion of the arrangement, Paladin, through its wholly owned subsidiary, the purchaser, beneficially owns 858,766,839 Fission shares, representing 100 per cent of the issued and outstanding Fission shares. As a result of the arrangement, former Fission shareholders collectively own approximately 24 per cent of the Paladin shares issued and outstanding immediately following completion of the arrangement.

The Paladin shares are listed for trading on the Australian Securities Exchange and Paladin has applied to list the Paladin shares on the Toronto Stock Exchange. Subject to final approval of the TSX, the Paladin shares are expected to commence trading on the TSX under the ticker symbol PDN on or around Dec. 27, 2024. Fission has applied to delist the Fission shares from the TSX, with such delisting expected to be effective at market close (1 p.m. EST) on Dec. 24, 2024. Fission has also applied to delist the Fission shares from the OTCQX and the Frankfurt Stock Exchange. As soon as practicable following completion of the arrangement, Paladin will apply for Fission to cease to be a reporting issuer under applicable Canadian securities laws.

All registered Fission shareholders are encouraged to complete, sign and return the letter of transmittal, which has been previously mailed and is available under Fission's SEDAR+ profile, with accompanying Fission share certificates and/or DRS advice statements (if applicable), to Computershare Investor Services Inc. as soon as possible, if they have not already done so. Non-registered Fission shareholders are encouraged to contact their broker or other intermediary for instructions and assistance in receiving the consideration to which they are entitled under the arrangement.

For more information on the arrangement, see Fission's management information circular dated July 22, 2024, filed under Fission's profile on SEDAR+ on July 30, 2024. A copy of the early warning report of Paladin in connection with its acquisition of all of the outstanding Fission shares pursuant to the arrangement will be filed under Fission's SEDAR+ profile and can be obtained by contacting Paladin.

Paladin now looks forward to integrating Fission and its management team into Paladin's broader business.

Whilst Fission's chief executive officer, Ross McElroy, has elected to resign upon completion of the arrangement, the remaining key members of Fission's executive team have indicated their desire to continue on in their current roles to progress the development of the Patterson Lake South (PLS) project.

Paladin intends to commence a search for both a Canadian non-executive director to join its board of directors, as well as a senior executive to lead its Canadian operations, ensuring a strong leadership presence in Canada, interacting with governments, the investment community and other key stakeholders.

As part of its integration process, Paladin intends to conduct a full review of the PLS feasibility study (including Fission's previously estimated capital costs, operating costs and development time frame), with the aim of identifying areas for further optimization and derisking the development of the project.

We seek Safe Harbor.

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