Etango Strategic Financing with Leading Global Integrated Nuclear Utility, CNNC

ATTRACTIVE LONG-TERM DEVELOPMENT AND OPERATING JOINT VENTURE DELIVERS CONSTRUCTION FUNDING, FULLY MARKET-PRICED OFFTAKE ARRANGEMENTS AND STRATEGIC PARTNERSHIP

Bannerman Energy Ltd (ASX:BMN, OTCQX:BNNLF, NSX:BMN) is pleased to advise of the execution of landmark binding investment subscription and joint venture documentation with CNNC Overseas Limited (CNOL) for the funding, development and operation of its world-class Etango Uranium Project (Etango Project or Etango) in Namibia. CNOL is a subsidiary of Shenzhen Stock Exchange listed China National Uranium Corporation (CNUC) and part of leading integrated global nuclear utility, China National Nuclear Corporation (CNNC).

KEY OUTCOMES

• Attractive and preferred project funding solution resulting from global Etango financing process; facilitates highest forecast risk-weighted value outcome.
• CNOL strategic investment at completion of up to US$321.5 million:
  • CNOL to hold a 45% interest in Bannerman UK subsidiary, Bannerman Energy (UK) Ltd (JVCo), which in turn owns 95% of Etango Project.
  • Delivers underlying Etango Project economic ownership of 52.25% Bannerman, 42.75% CNOL, with Namibian social welfare organisation One Economy Foundation (OEF) continuing to hold a 5% loan-carried shareholding.
• Key transaction benefits:
  • Enables debt-free construction of Etango mine – a financing pathway that delivers greater financial and offtake flexibility and with reduced risk.
  • Excellent long-term partner alignment – Bannerman and CNOL will each fund post-completion capital expenditure and operating costs of JVCo and the Etango Project pro rata to their respective 55% and 45% equity interests.
  • Market-based offtake cornerstone with Tier-1 customer – CNOL to purchase 60% of Etango production, granting significant supply flexibility, with pricing on arm’s-length, market-based terms.
  • Long-term strategic partnership with subsidiary of global nuclear giant, CNNC:
    • Strongly established and respected operating presence in Namibia via CNNC group’s ownership of Rossing (68.62%) and Langer Heinrich (25%).
    • Potential cooperation opportunities beyond Etango.
• Transaction completion targeted in mid-2026; key conditions precedent to completion include filings with the relevant Chinese government authorities (National Development and Reform Commission, Ministry of Commerce) and foreign exchange registration, CNUC shareholder approval, clearance from the Namibian Competition Commission, amendment to OEF funding agreement, and execution of key infrastructure supply contracts.
• Etango early works program to continue through H1 2026, with Final Investment Decision (FID) targeted promptly upon transaction completion.

“The execution of this documentation represents the culmination of the extensive Etango funding workstream we have undertaken over the past two years. In short, we believe that this transaction delivers the optimised finance solution for the development of Etango and provides ideal support to our broader aspirations in the uranium business.

“By enabling the debt-free construction of Etango, this solution maximises flexibility and dramatically derisks the construction and ramp-up phases of project execution. It also delivers us a Tier-1 cornerstone offtake partner on genuine and market terms, ensuring Bannerman remains strongly exposed to future uranium price upside potential. Importantly, the residual 40% of Etango offtake will be independently marketed by Bannerman, with strict confidentiality ring-fencing arrangements in place, and strengthened by the flexibility embedded in the cornerstone offtake with CNOL.

“CNNC is a deeply respected company within the worldwide nuclear fuel chain. It is one of the world’s largest consumers of uranium and is advancing a significant nuclear reactor growth program, with 18 units under construction or approved. We are delighted to be partnering with such a global leader. We also believe that this partnership has the potential to deliver substantial technical and economic efficiencies in the construction, ramp-up and operation of Etango. More particularly, CNNC brings deep experience in open-pit uranium mining and processing, including its successful operation of the Rössing Mine in Namibia since 2019. Moreover, the joint venture will be ideally placed to evaluate the expansion of Etango once the mine is in steady state production.

“The appetite of CNNC to invest in this manner delivers strong validation of the world-class nature of the Etango Project, the quality of technical study work undertaken by Bannerman over the past almost 20 years and the extensive derisking undertaken in recent years. This investment and funding agreement represents the final key hurdle to project development and positions Etango as the next major greenfield uranium project globally to enter production.

“I would like to thank the CNNC/CNOL team for their highly constructive engagement through this process. We now look forward to working together towards transaction completion, followed by targeted FID and full-scale construction commencement of the Etango uranium mine.”

Bannerman Executive Chairman, Brandon Munro

The full announcement can be downloaded here and view the presentation here.

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