A$27.0(1) Million Recommended Takeover Offer by Paladin Energy Ltd for NGM Resources Limited

PERTH, WESTERN AUSTRALIA -- (Marketwire) -- 07/21/10 -- Paladin Energy Ltd (TSX: PDN)(ASX: PDN)(NSX: PDN) ('Paladin') and NGM Resources Limited (ASX: NGM) ('NGM') are pleased to announce that Paladin intends to make an off-market scrip takeover offer ('Offer') for the shares it does not already own in ASX listed minerals exploration company NGM. Paladin currently holds approximately 22.5% of NGM's ordinary shares on issue, having recently acquired 4.3 million NGM shares at $0.09 per share.

The consideration under the Offer will comprise one fully paid ordinary Paladin share for every 23.9 fully paid ordinary NGM shares that Paladin does not already own, implying a price of A$0.15 per NGM share based on the closing price of Paladin shares on the ASX on 20 July 2010 (being the last trading day prior to announcement of the Offer) of A$3.58.

The Offer values NGM at approximately A$27.0(1) million and provides an attractive premium of 54% to the 5 day volume-weighted average price of NGM shares on the ASX on 16 July 2010 (being the last trading day in NGM shares prior to the announcement of the Offer). The Offer is subject to a number of conditions, which are set out in full in Appendix 1 to this announcement.

NGM's directors have unanimously recommended that NGM shareholders accept the Offer, in the absence of a superior offer. They have also indicated that they intend to accept the Offer in respect of their own shareholdings, in the absence of a superior offer.

NGM Director Robert Kirtlan said shareholders would retain exposure to any future success of the NGM projects, as well as benefit from Paladin's broader portfolio of uranium projects in Australia and Africa.

'Paladin is well positioned with a strong balance sheet and management expertise to fully exploit the world-class location of NGM's uranium assets,' Mr Kirtlan said.

NGM is a minerals exploration company with a significant land position in Niger's uranium rich Tim Mersoi Basin, a region which has a long history of uranium production and hosts some of the world's largest and highest grade uranium deposits. NGM holds three uranium exploration concessions, covering an area of approximately 1,500km2.

NGM's most advanced project is the Takardeit Project for which NGM announced, on 28 January 2010, a maiden inferred resource of 23 million tonnes at a grade of 210ppm, with an estimate of 11 million pounds of uranium oxide (U3O8) at 120ppm cut off. The announcement of the maiden resource followed a drilling programme undertaken in the last quarter of 2009, which identified supergene mineralisation over an area of 2.7km by 2.1km. The mineralisation is shallow to a depth of 30m and remains open to the south and south west.

The proposed acquisition will represent a significant addition to Paladin's portfolio of early stage uranium exploration projects and importantly will give Paladin a presence in a country with a long history of uranium production. The potential acquisition of a large, under-explored land holding within the highly prospective Tim Mersoi Basin will provide Paladin with the opportunity to potentially unlock significant value by applying its proven uranium exploration and development capabilities. Importantly the dilution to Paladin shareholders is less than 1% and given the relative size of the companies, Paladin believes that NGM can be easily integrated allowing Paladin to continue to focus on its other strategic growth initiatives.

If the Offer is successfully completed, NGM shareholders will:

--  retain the exploration upside associated with NGM's projects;
--  benefit from becoming shareholders in a uranium producing company, and
    inherit a management team and board with the requisite skills and
    demonstrated ability to bring a uranium project into production; and
--  obtain increased liquidity of their investment through owning Paladin
    shares.

Paladin and NGM have entered into a bid implementation agreement, a copy of which is included in Appendix 2 to this announcement.

NGM has agreed to pay Paladin a break fee of A$400,000 in certain circumstances, including if NGM enters into a competing proposal or if the NGM directors withdraw or adversely modify their recommendation of the Offer. NGM has also agreed to customary exclusivity arrangements in regards to solicitation of alternative transactions. The Bid Implementation Agreement can be found in its entirety on the Company's website at http://investors.paladinenergy.com.au/phoenix.zhtml?c=176316&p=irol-news&nyo=0.

Paladin's financial adviser in respect of the proposed acquisition is Azure Capital and its legal adviser is Blake Dawson. NGM's financial adviser is Hartleys Limited and legal adviser is Corrs Chambers Westgarth.

Indicative Timetable

Paladin's Bidder's Statement and NGM's Target's Statement are both expected to be available in three to four weeks and despatched to NGM shareholders as soon as possible thereafter.

Background Information - Paladin Energy Limited

Paladin is listed on the Australian Securities Exchange, the Toronto Stock Exchange and the Namibian Stock Exchange under the symbol 'PDN'. Paladin is a uranium production company with two operating mines in Africa, exploration projects in Australia and a strategy to become a major uranium mining house. Since 1998, during a period of sustained downturn in global uranium markets, Paladin acquired a quality portfolio of advanced uranium projects having production potential.

The Langer Heinrich Mine in Namibia is now operational with a targeted annual production of 5.2Mlb U3O8 and a mine life of approximately 20 years. The Kayelekera Mine in Malawi was officially opened in April 2009 and has been successfully commissioned with the plant showing full capacity to operate throughout its flowsheet with yellowcake produced during this phase. The project has a nameplate capacity of 3.3Mlb pa and has recently achieved commercial production.

Background Information - NGM Resources Limited

NGM Resources Limited (ASX: NGM) is a diversified mineral exploration company focused on uranium and base metals. Headquartered in Perth, Western Australia, the company has uranium exploration projects in Niger, West Africa, and metal exploration projects in Madagascar, Southern Africa. NGM's major shareholders include Paladin, which holds approximately 22.5% of the ordinary shares in NGM.

The Company has a significant land position in Niger's uranium rich Tim Mersoi Basin, a region which has a long uranium production history and hosts some of the world's largest and highest grade uranium mines. NGM holds three uranium exploration concessions, covering an area of approximately 1,500km2 in the region.

In Madagascar, itabirite iron ore and mineral sand prospects have been identified, and exploration at the Analalava and Mahanoro projects is ongoing.

(1) Based on ordinary shares on issue at the date of announcement

Contacts:

Paladin Energy Ltd

John Borshoff

Managing Director/CEO

+61-8-9381-4366 or Mobile: +61-419-912-571
john.borshoff@paladinenergy.com.au


Paladin Energy Ltd

Greg Taylor

Investor Relations Contact (Toronto)

+905 337-7673 Mobile: +416-605-5120
greg.taylor@paladinenergy.com.au
www.paladinenergy.com.au