KELOWNA,
BC, Dec. 23, 2024 /CNW/ - Paladin Energy Ltd
(ASX: PDN) (OTCQX: PALAF) ("Paladin") and Fission Uranium
Corp. (TSX: FCU) (OTCQX: FCUUF) (FSE: 2FU) ("Fission") are
pleased to announce the successful completion of Paladin's
acquisition of all of the issued and outstanding shares of Fission
(the "Fission Shares") by way of a court-approved plan of
arrangement under the Canada Business Corporations Act
("Arrangement") pursuant to the terms of the arrangement
agreement among Fission, Paladin, and 1000927136 Ontario Inc. (the
"Purchaser") dated June 24,
2024, as amended on July 25,
2024 and August 29, 2024.
Under the terms of the Arrangement, each former shareholder of
Fission ("Fission Shareholder") (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 (each
whole share a "Paladin Share") 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% of
the issued and outstanding Fission Shares. As a result of the
Arrangement, former Fission Shareholders collectively own
approximately 24% 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 ("ASX") and Paladin has applied to list
the Paladin Shares on the Toronto Stock Exchange ("TSX").
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 27 December 2024.
Fission has applied to de-list the Fission Shares from the TSX,
with such de-listing expected to be effective at market close
(1:00 p.m. EST) on 24 December 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
at www.sedarplus.ca, with accompanying Fission share certificate
and/or DRS advice-statement(s) (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 22
July 2024 (the "Fission Circular"), filed under
Fission's profile on SEDAR+ at www.sedarplus.com on 30 July 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 as set out below.
Paladin now looks forward to integrating Fission and its
management team into Paladin's broader business.
Whilst Fission's CEO 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 project ("PLS").
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
timeframe), with the aim of identifying areas for further
optimisation and de-risking the development of the
project.
This announcement has been authorised for release by the Board of Directors
of Paladin Energy Ltd.
Cautionary Note Regarding Forward Looking
Statements
This announcement contains certain "forward looking statements"
within the meaning of Australian securities laws and "forward
looking information" within the meaning of Canadian securities laws
(collectively referred to as "forward looking statements"). All
statements, other than statements of historical fact, that address
circumstances, events, activities or developments that could, or
may or will occur are forward looking statements. Forward looking
statements involve subjective judgment and analysis and are subject
to significant uncertainties, risks and contingencies including
those risk factors associated with the mining industry, many of
which are outside the control of, change without notice, and may be
unknown to Paladin and/or Fission. These risks and uncertainties
include but are not limited to liabilities inherent in mine
development and production, geological, mining and processing
technical problems, the inability to obtain any additional mine
licences, permits and other regulatory approvals required in
connection with mining and third party processing operations,
competition for amongst other things, capital, acquisition of
reserves, undeveloped lands and skilled personnel, incorrect
assessments of the value of acquisitions, changes in commodity
prices and exchange rates, currency and interest fluctuations,
various events which could disrupt operations and/or the
transportation of mineral products, including labour stoppages and
severe weather conditions, the demand for and availability of
transportation services, the ability to secure adequate financing
and management's ability to anticipate and manage the foregoing
factors and risks.
Forward looking statements can generally be identified by the
use of forward-looking words such as "anticipate", "expect",
"likely", "propose", "will", "intend", "look forward to", "should",
"could", "may", "believe", "forecast", "estimate", "target",
"outlook", "guidance" (including negative or grammatical
variations) and other similar expressions. No representation,
warranty, guarantee or assurance, express or implied, is given or
made in relation to any forward-looking statement. In particular,
no representation, warranty or assumption, express or implied, is
given in relation to any underlying assumption or that any
forward-looking statement will be achieved. There can be no
assurance that the forward-looking statements will prove to be
accurate. Actual and future events may vary materially from the
forward-looking statements and the assumptions on which the
forward-looking statements were based, because events and actual
circumstances frequently do not occur as forecast and future
results are subject to known and unknown risks such as changes in
market conditions and regulations.
Given these uncertainties, readers are cautioned not to place
undue reliance on such forward-looking statements, and should rely
on their own independent enquiries, investigations and advice
regarding information contained in this announcement. Any reliance
by a reader on the information contained in this announcement is
wholly at the reader's own risk.
To the maximum extent permitted by law or any relevant listing
rules of the ASX and TSX, each of Paladin and Fission, and their
respective related bodies corporate, affiliates, directors,
officers, employees, advisors, agents and intermediaries disclaim
any obligation or undertaking to disseminate any updates or
revisions to the information in this announcement to reflect any
change in expectations in relation to any forward looking
statements or any such change in events, conditions or
circumstances on which any such statements were based. Nothing in
this announcement will, under any circumstances (including by
reason of this announcement remaining available and not being
superseded or replaced by any other announcement or publication
with respect to Paladin or Fission or the subject matter of this
announcement), create an implication that there has been no change
in the affairs of Paladin or Fission since the date of this
announcement.
SOURCE Fission Uranium Corp.