中国铀业股份有限公司第一届董事会第二十九次会议决议公告

Core Viewpoint - China Uranium Corporation's subsidiary, CNNC Overseas, plans to acquire a 45% stake in Bannerman Energy (UK) Limited through a capital increase, with a total transaction value not exceeding $322 million, aimed at enhancing the company's long-term profitability and expanding its overseas resource portfolio [2][11][45]. Meeting Details - The first session of the Board of Directors' 29th meeting was held on February 11, 2026, with 12 directors notified and 11 present, complying with legal and regulatory requirements [1]. Transaction Overview - The board approved the proposal for CNNC Overseas to sign a share subscription agreement with Bannerman Energy Limited and its subsidiaries, aiming to enhance the company's overseas resource control and support the national nuclear power development [2][11]. - The total consideration for the transaction includes $227 million for equity increase and up to $94 million for shareholder loans, funded by CNNC Overseas' own and raised funds [8][12]. Financial Assistance - CNNC Overseas will provide financial assistance to BMN UK for the development of the Etango uranium project, with the financial aid amounting to no more than $94 million [27][38]. - The financial assistance will be structured to ensure that both CNNC Overseas and BMN NL provide loans under the same conditions, maintaining fairness and compliance with regulations [44]. Compliance and Approval - The transaction does not constitute a related party transaction or a major asset restructuring as per the Shenzhen Stock Exchange regulations, and it requires approval from the shareholders' meeting [3][46]. - The transaction is subject to various regulatory approvals, including overseas investment registration with relevant Chinese authorities [37]. Strategic Impact - The acquisition is expected to enhance the company's resource reserves and provide a stable supply of uranium products, thereby improving its operational sustainability and risk resilience [38]. - By participating in the Etango project, the company aims to deepen its resource layout in Africa and strengthen its control over global uranium resources [38].