ISS RECOMMENDS FISSION URANIUM SHAREHOLDERS VOTE FOR THE ARRANGEMENT WITH PALADIN ENERGY
/NOT FOR RELEASE OR DISTRIBUTION IN
TSX SYMBOL: FCU
OTCQX SYMBOL: FCUUF
- ISS finds "substantial premium," strategic rationale, and growth potential make Paladin transaction the best alternative for Fission Shareholders
-
Shareholders are encouraged to vote well in advance of the proxy deadline of
August 22, 2024 at10:00 a.m. (Pacific time) -
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 email at assistance@laurelhill.com
The Special Meeting of Fission Securityholders (the "Meeting") is being held on
In their analysis, ISS notes the "offer consideration represents a substantial premium of 25.9 percent over the price on the day prior to the announcement," "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, 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' objective and impartial analysis to make important voting decisions.
REASONS TO SUPPORT THE ARRANGEMENT
A special committee of Fission's board of directors (the "Board"), comprised of independent directors of the Board (the "Special Committee") 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 – A 30% premium to Fission's undisturbed 20-day VWAP, payable in Paladin Shares so as to enable Fission Shareholders to continue to participate in the upside of the Patterson Lake South project ("PLS") and Paladin.
Meaningful Ownership in a Global Multi-Asset Uranium Leader
– Fission Shareholders will own approximately 24.0% 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
Diversified Portfolio with Multi-Asset Production
– If the Arrangement becomes effective, the combined company (as defined in the circular) will have two projects in production by 2029 (
Continued Participation and Ability to
Increased International Capital Market Presence – Opportunity to retain TSX-listed shares in a leading ASX100 growth-focused uranium company providing increased trading liquidity and an enhanced capital markets presence.
Paladin's Commitment to
Access to Near-term Cash-Flow from
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 comprised entirely of independent directors, and which received advice from independent advisors throughout the process.
CFCC Opinion
– The receipt by the Special Committee and the Board of the
SCP Opinion
– The receipt by the Board of the
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,
Voting Methods |
Online |
Phone |
|
Registered Securityholders
Securities held in own name and |
Vote online at |
1-866-732-8683 |
Return the completed |
Beneficial Securityholders
Securities held with a broker, bank or |
Vote online at |
|
The close of business on
The deadline for Shareholders to return their completed proxies or voting instruction forms is
SHAREHOLDER QUESTIONS AND VOTING ASSISTANCE
Shareholders who have questions or need assistance in voting should contact
About
Forward-Looking Statement Cautions:
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 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 in this announcement include, but are not limited to, statements regarding: the expected timetable, outcome and effects of the Arrangement; the anticipated benefits of the Arrangement to Fission's shareholders; the ability of Fission to complete the Arrangement on the terms described herein or at all; the plans and strategies of Fission; the future performance of Fission; and the recommendation and analysis by ISS. Forward looking statements can generally be identified by the use of forward looking words such as "anticipate", "expect", "likely", "propose", "will", "intend", "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/TSX, Fission and its respective related bodies corporate and affiliates and their respective 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, 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.
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