Ann: Takeover Bid Received from Paladin , page-20

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.