NEWS RELEASEDecember 2, 2008A$17.8 MILLION RECOMMENDED TAKEOVER...

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    NEWS RELEASE
    December 2, 2008
    A$17.8 MILLION RECOMMENDED TAKEOVER OFFER BY PALADIN
    ENERGY LIMITED FOR FUSION RESOURCES LIMITED
    PERTH, Western Australia: Paladin Energy Ltd (ASX: PDN, TSX: PDN) (“Paladin”) and
    Fusion Resources Limited (ASX: FSN, TSX: FNS) (“Fusion”) are pleased to announce
    that Paladin intends to make an off-market scrip takeover offer (“Offer”) for Australian and
    Toronto Stock Exchange listed minerals exploration company Fusion.
    The consideration under the Offer will comprise 1 fully paid ordinary Paladin share for every
    6 fully paid ordinary Fusion shares, implying a price of A$0.365 per Fusion share based on
    today’s closing price of Paladin shares on the ASX of A$2.190.
    The Offer values Fusion at approximately A$17.8 million and provides an attractive premium
    of 59% to the closing price for Fusion shares on the ASX on 1 December 2008 of A$0.230,
    being the last trading day prior to Fusion shares being placed in a trading halt. The Offer is
    subject to a number of conditions, which are set out in detail in Appendix 1 to this
    announcement.
    Fusion’s directors have unanimously recommended that Fusion shareholders accept the
    Paladin offer, in the absence of a superior offer. They have also indicated that they intend to
    accept the Paladin offer in respect of their own shareholdings, in the absence of a superior
    offer.
    Fusion is a minerals exploration company with 100% ownership of a number of uranium
    exploration projects in the Mt Isa region of Queensland and a portfolio of interests in copper /
    gold exploration projects in north Queensland. In addition, Fusion is expected to have a
    closing net cash balance (after allowing for all creditors, contingencies and accruals for any
    liabilities), of at least $14.0 million at the end of the Offer period.
    Fusion’s most advanced project is the Valhalla North Uranium Project, which is located
    approximately 45 kilometres north of the Valhalla and Skal uranium projects owned by the
    Isa Uranium Joint Venture (“IUJV”) participants. Paladin has an effective 90.95% interest in
    the IUJV through its wholly owned subsidiary Valhalla Uranium Limited (“Valhalla Uranium”)
    and its 81.9% interest in Summit Resources Limited (“Summit”).
    Fusion expects to announce a maiden JORC compliant resource for Valhalla North before
    the end of calendar year 2008 (it is a condition of the Offer that Fusion announces a JORC
    compliant resource of not less than 6Mlbs at a cut off grade of not less than 250ppm of
    uranium oxide (U3O8) prior to the Offer closing). Fusion’s other uranium projects near Mt Isa
    are the Andersons South uranium project and the Mary Kathleen South project.
    The proposed acquisition represents an important addition to the portfolio of uranium
    exploration projects in the Mt Isa region currently controlled by Paladin, and another
    step forward in Paladin’s aim of developing a world-class uranium mining and
    processing operation in Queensland. Whilst this ultimately depends on a change in State
    Government policy in Queensland regarding uranium mining, Paladin plans to continue to
    progress exploration and appraisal of the Mt Isa projects to ensure readiness if and when this
    policy change occurs.
    Fusion shareholders who accept the Offer will:
    • retain the exploration upside associated with Fusion’s projects and continued
    exposure to potential changes in Australian State Government uranium mining
    policy;
    • benefit from becoming shareholders in a uranium producing company, inherit a
    management team and board with the requisite skills and demonstrated ability to
    bring a uranium operation into production; and
    • obtain increased liquidity of their investment through owning Paladin shares.
    Fusion has also agreed to pay Paladin a break fee of approximately A$400,000 in certain
    circumstances, including a successful competing takeover proposal. A copy of the Takeover
    Bid Implementation Agreement is attached as Appendix 2 to this announcement.
    Paladin’s financial adviser in respect of the proposed acquisition is Azure Capital and its
    legal adviser is Blakiston & Crabb. Fusion’s legal adviser is Hardy Bowen.
    Indicative Timetable
    Paladin’s Bidder’s Statement and Fusion’s Target Statement are both expected to be
    available in two to three weeks and despatched to Fusion shareholders as soon as possible
    thereafter. The Offer is expected to close in mid January, subject to any unforseen events.
    Background Information – Paladin Energy Limited
    Paladin is listed on both the Australian Securities Exchange and the Toronto Stock Exchange
    under the symbol “PDN” with a number of international subsidiary listings.
    Paladin is a uranium resources company with a focus on the development and operation of
    uranium projects in Africa and Australia. During the past three years, Paladin has developed
    and commissioned the 100% owned Langer Heinrich uranium mine and processing plant in
    Namibia and begun construction of the Kayelekera uranium mine and processing plant in
    Malawi (with commissioning of this project expected in the first quarter of 2009). In addition,
    through its acquisition of 100% of Valhalla Uranium and 81.9% of Summit, Paladin has a
    majority interest in, and control of, a portfolio of uranium exploration projects in the Mt Isa
    region of Queensland (complementing its portfolio of existing Australian uranium exploration
    projects).
    Further information regarding Paladin and its key assets can be found in Paladin’s latest
    Annual Report (a copy of which can be found on Paladin’s website,
    www.paladinenergy.com.au)
    Background Information – Fusion Resources Limited
    Fusion is a mineral exploration company focused on uranium exploration in Queensland.
    Fusion has a number of prospective, 100% owned uranium exploration projects in the Mt Isa
    region, as well as a portfolio of copper / gold projects located in North Queensland.
    Fusion’s principal asset is the Valhalla North Uranium Project which is located approximately
    45 kilometres to the north of Paladin’s Valhalla and Skal uranium projects. Fusion has
    identified two key prospects at Valhalla North; Duke Batman and Honey Pot.
    Fusion is currently finalising a uranium mineral resource estimate in accordance with the
    JORC code and National Instrument 43-101 ‘Standards of Disclosure for Mineral Projects’ in
    relation to Valhalla North, which is expected to be released in the December 2008 quarter.
    Fusion’s other Mt Isa uranium projects include the Andersons South project and the Mary
    Kathleen South project, and has a number of other early stage gold and base metal
    exploration projects located in Queensland.
    For additional information, please contact:
    David Berrie
    Managing Director
    Telephone: +61 8 9322 6322
    Facsimile: +61 8 9322 655


    The directors intend to sell and support the bid. As such, its a forgone conclusion excepting say a superior offer.
 
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