2 0 1 9AnnualR e p o r t

2 SHINE Annual Report 2019

Dear Fellow Stockholder,

2019 was an extraordinary year for SHINE. Our best year yet.

We made major progress on our production facility, which will manufacture molybdenum-99 (Mo-99) to diagnose heart disease and cancer. The rebar and concrete can be seen rising from the ground, beginning to take shape as the walls of a facility that has the potential to benefit one billion patients.

Both new institutional investors and early-stage investors continued to express confidence in our plan and progress, providing $125 million to help us accomplish our key priorities, including a $15-million award from the federal government.

During 2019, the SHINE team grew exponentially, ensuring that we had the right skills and experiences to achieve at the highest levels. And we did. The growth of the team during 2019 not only spurred our success, it accelerated our progress.

As a result, SHINE is being transformed from an idea to a company that is seen as the solution to the global isotope

LETTER TO STOCKHOLDERSshortage. As we made this transformation, we created significant additional value. While there was outstanding construction progress during 2019, there also were significant achievements outside the construction site.

• The NRC’s review of our operating license application is underway. Last July, we filed the application with the commission after an enormous effort, including more than 150,000 person-hours of work. The NRC accepted the application and began the review in October.

• We proved our isotope production technology through a full-scale run. Our demonstration of the neutron generator technology that will be the heart of the Mo-99 production facility was critical to moving the ball forward in 2019. The first production-ready unit ran for a full cycle of 5½ days, achieving greater than 99 percent uptime. We later announced with Phoenix that we achieved a new world record for a nuclear fusion reaction in a steady-state system.

• Many cancer treatments hope to extend life. SHINE’s lutetium-177 (Lu-177) may hold the promise of curing it.

3SHINE Annual Report 2019

We created SHINE Therapeutics to fulfill that promise. The division is focusing initially on Lu-177. Last spring, we entered an agreement with the Institute of Organic Chemistry and Biochemistry (IOCB Prague) that gives us exclusive global access to novel technology that’s important to our production of Lu-177. We announced in early 2020 that we produced patient dose quantities of Lu-177 with our scientific partners, which passed GE Healthcare’s quality testing, including international standards of Lu-177 purity.

All of these accomplishments have been planned and executed by the best team in the industry, a team that works to successfully transform our vision into reality. They breathed life into it at the start and have continued to ever since. It is incredibly gratifying to be working with a group as dedicated as ours.

As we continue to bring the SHINE dream to life in 2020, I know that you’ll continue to see strong progress as we move down the path to helping millions and millions of patients. SHINE ON!

Greg Piefer Founder, Chairman & Chief Executive Officer

3 SHINE Annual Report 2019

DELIVERING A RELIABLE SUPPLYSHINE is dedicated to being the world leader in the safe, clean, affordable production of medical tracers and cancer treatment elements.

MISSIONSTATEMENT

As SHINE advances its efforts to commercialize Mo-99,the global shortage of the isotope continues. Patients face delayed heart, cancer and other tests. Without Mo-99, some physicians are using an alternate scan that’s less accurate and more expensive.

It’s estimated that medical isotopes will be a $5-billion market by 2030. SHINE already has contracted with three industry leaders—GE Healthcare, Lantheus Medical Imaging and HTA, the largest isotope distributor in China. SHINE will supply these distributors with more than 10 million doses of Mo-99 in total, representing more than $100 million in revenue for SHINE.

SHINE is entering an existing, well-established market. Each year in the diagnostics market alone, tens of millions of patients undergo imaging procedures that rely on Mo-99 to help diagnose heart disease, cancer and disease elsewhere in the body.

This market will be supplied by the production facility that SHINE is building in Janesville, Wis. When it’s complete, the facility will be capable of supplying more than one-third of the global patient need for Mo-99.

SHINE also will build a production facility in Europe after establishing a direct presence during 2019. Harrie Buurlage was appointed SHINE’s vice president of European operations. He will oversee all of SHINE’s activities in Europe, including the company’s siting,

construction and operation of a medical isotope production facility there. When the U.S. and European production facilities are complete, they will be able to fulfill two-thirds of the global patient need for Mo-99.

Current European isotope producers are planning to cease operations in the next several years. SHINE is working to ensure that European patients have uninterrupted access to the lifesaving products our team and technology can provide. SHINE will play a significant role in Europe and the global market because of its safer, cleaner and more cost-effective isotope production process.

As the shortage persists, SHINE remains dedicated to solving it by delivering a reliable global supply of Mo-99 for physicians and the millions of patients who use it each year. There’s been good progress towards that goal, as construction of SHINE’s production facility advances, rising visibly from a cornfield in Janesville.

12345

Saline Vial

Alumina with Mo-99 Absorbed

Lead Shield

Filter

Collection Vial

1

3

4

5

2

SHINE THERAPEUTICS

Lutetium-177

177Lu

4SHINE Annual Report 2019

Photo courtesy of Jakum Stadler

Radiotherapeutics have the potential to change the way cancer patients are treated. While many current treatments seek to extend the lives of cancer patients, Lu-177 may hold the promise of curing them.

That’s why the company created SHINE Therapeutics, and appointed nuclear medicine and company veteran Katrina Pitas to lead it. Katrina and her team are focused initially on Lu-177, a valuable driver of this emerging market.

Last year, the company entered an exclusive agreement with IOCB Prague for a unique separation technology. The technology enables SHINE Therapeutics to create therapeutically desirable non-carrier-added or nca Lu-177, a highly concentrated form of the isotope. The technology was essential to the achievement of a major milestone for

SHINE Therapeutics. The division in early 2020 delivered its first patient dose quantities of Lu-177 to its partner GE Healthcare. The lot passed GE Healthcare’s quality control testing, including the international radionuclidic purity (RNP) standards. The quality and purity of the nca Lu-177 provided to GE Healthcare bodes well for its commercialization.

Lu-177 is used to treat neuroendocrine cancers. It also shows promise for the treatment of metastatic prostate and other cancers. The isotope is a low-energy beta-particle emitter that works by directly irradiating cancer cells after being delivered to the cancer site by a targeting molecule. There are Lu-177 clinical trials for a wide range of indications.

STRONG CONSTRUCTION PROGRESSRebar and concrete rise from where there was an open field not long ago. Two construction cranes stand over the site, delivering cages of reinforcing steel that strengthen the building’s massive concrete walls. Workers lay conduit in floors and walls before concrete is spread over and through them.

SHINE’s 46,000-square-foot production facility will be home to eight neutron-generator-based isotope production systems. After the company broke ground for the medical isotope production facility last May, construction progress has been substantial and steady.

Excavation for the production facility began in September and the first foundational concrete was poured in mid-November. The structure’s floors and walls continue to be poured. Strong progress will continue during 2020, bringing the company closer to its goal of commercial Mo-99 production.

When SHINE reaches that goal in 2022, the facility will play a significant role in alleviating the worldwide Mo-99 shortage. We are grateful for the hard work and commitment to quality of Baker Concrete Construction, J.H. Findorff & Son, Lycon and all of our construction partners as we work together toward that goal.

5 SHINE Annual Report 2019

6SHINE Annual Report 2019

Being out on the construction site and supporting the construction activities

really feels like we’re trailblazing.

Abbey J. Donahue, P.E.,Engineering Manager

‘‘

‘‘

7 SHINE Annual Report 2019

SHIN

E 2

01

9 M

ILES

TON

ES

Gro

und

brok

en fo

r pr

oduc

tion

faci

lity

The

prod

uctio

n fa

cilit

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ritic

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tep

tow

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esta

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elia

ble

glob

al s

uppl

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life

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opes

. The

46

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are-

foot

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e to

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ht o

f SH

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s ac

cele

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sed

prod

uctio

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stem

s,

capa

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of p

rodu

cing

mor

e th

an o

ne-t

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of g

loba

l pa

tient

nee

d fo

r M

o-99

.

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Lu-1

77

tech

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gy li

cens

edSH

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ente

red

an a

gree

men

t w

ith IO

CB P

ragu

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at

prov

ides

the

com

pany

with

an

exc

lusi

ve g

loba

l lic

ense

to

a n

ovel

tech

nolo

gy th

at

enab

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SHIN

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pro

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th

erap

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ally

des

irab

le

non-

carr

ier-

adde

d Lu

-177

. SH

INE

will

use

the

inno

vatio

n to

pro

duce

Lu-

177

for

the

trea

tmen

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ance

r.

Tech

dem

onst

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on

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ated

bus

ines

s ca

seSH

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and

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nix

dem

onst

rate

d th

e ne

utro

n ge

nera

tor,

whi

ch r

an fo

r a

full

prod

uctio

n cy

cle

of

5½ d

ays

with

an

aver

age

syst

em n

eutr

on y

ield

m

easu

red

at 1

10 p

erce

nt

of th

e re

quir

ed

outp

ut w

ith g

reat

er th

an

99 p

erce

nt u

ptim

e.

“The

pac

e of

nuc

lear

te

chno

logy

alw

ays

has

been

ve

ry s

low

. But

com

ing

to S

HIN

E,

we’

ve s

kipp

ed o

ver

the

‘fusi

on

is 2

0 ye

ars

away

’ men

talit

y an

d w

e’ve

act

ually

pro

ved

that

its

muc

h m

ore

atta

inab

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day

than

mos

t peo

ple

thou

ght.”

RICH

SIS

SON

Bui

ldin

g O

ne

Ope

ratio

ns M

anag

er

Jane

svill

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ansf

ers

91 A

cres

to

SHIN

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e Ci

ty o

f Jan

esvi

lle

tran

sfer

red

91 a

cres

to

SHIN

E fo

r th

e co

mpa

ny’s

prod

uctio

n fa

cilit

y, w

hich

w

ill m

ake

lifes

avin

g m

edic

al is

otop

es. C

EO

Gre

g Pi

efer

exp

ress

ed h

is

grat

itude

to th

e Ja

nesv

ille

com

mun

ity

and

mem

bers

of

the

city

cou

ncil

at a

cer

emon

y.

“Thi

s tr

ansf

er r

epre

sent

s th

e ne

xt s

tep

tow

ard

prod

uctio

n of

life

-sav

ing

med

ical

is

otop

es, a

nd I

am g

rate

ful

to th

e en

tire

Jane

svill

e co

mm

unit

y fo

r th

eir

earl

y su

ppor

t and

bel

ief i

n SH

INE,

”

GRE

G P

IEFE

RFo

unde

r &

CEO

JUN

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Y

APR

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MA

RCH

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Phot

o co

urte

sy o

f Jak

um S

tadl

er

8SHINE Annual Report 2019

New

wor

ld r

ecor

d ac

hiev

ed b

y SH

INE

and

Phoe

nix

The

two

com

pani

es a

chie

ved

a ne

w w

orld

re

cord

for

a fu

sion

rea

ctio

n in

a

stea

dy-s

tate

sys

tem

. The

rea

ctio

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elde

d 46

trill

ion

neut

rons

per

sec

ond,

set

ting

a ne

w s

tand

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cou

ld e

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vanc

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m

edic

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man

ufac

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ng a

nd c

lean

ene

rgy.

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ed$5

0-m

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n fi

nanc

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SHIN

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osed

a $

50-m

illio

n fin

anci

ng w

ith O

aktr

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tal M

anag

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t, a

lead

ing

glob

al in

vest

men

t fir

m. T

he fi

nanc

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supp

orts

pro

duct

ion

faci

lity

cons

truc

tion

and

the

com

mer

cial

izat

ion

of

diag

nost

ic a

nd th

erap

eutic

is

otop

es, i

nclu

ding

Mo-

99

and

Lu-1

77.

Ther

apeu

tics

di

visi

on c

reat

edTh

e cr

eatio

n of

the

divi

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en

hanc

es th

e co

mpa

ny’s

abili

ty to

focu

s on

filli

ng

criti

cal n

eeds

in th

e ra

pidl

y gr

owin

g th

erap

eutic

is

otop

e m

arke

t. Th

e di

visi

on w

ill fo

cus

initi

ally

on

the

deve

lopm

ent a

nd

com

mer

cial

izat

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of L

u-17

7,

a th

erap

eutic

isot

ope

that

is

used

to tr

eat c

ance

r.

NRC

beg

an

tech

nica

l rev

iew

The

NRC

acc

epte

d SH

INE’

s ap

plic

atio

n fo

r a

licen

se to

ope

rate

the

com

pany

’s pr

oduc

tion

faci

lity

and

bega

n it

s de

taile

d te

chni

cal r

evie

w.

The

NRC

’s ac

cept

ance

, or

“doc

ketin

g,” c

onfir

ms

that

SH

INE’

s ap

plic

atio

n w

as

com

plet

e an

d of

suffi

cien

t qu

alit

y fo

r th

e re

view

to

sta

rt.$1

5-m

illio

n aw

ard

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ived

from

DO

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epar

tmen

t of

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gy’s

Nat

iona

l Nuc

lear

Se

curi

ty A

dmin

istr

atio

n aw

arde

d SH

INE

$15

mill

ion

as p

art o

f it

s eff

ort t

o es

tabl

ish

a re

liabl

e, U

.S.-p

rodu

ced

supp

ly o

f Mo-

99. T

he

awar

d re

quir

es S

HIN

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pr

ovid

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5 m

illio

n of

m

atch

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fund

s.

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rati

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cens

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plic

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bmit

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com

pany

file

d an

ope

ratin

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ense

ap

plic

atio

n w

ith th

e N

ucle

ar R

egul

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mm

issi

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pro

duce

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o-99

at i

ts p

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cilit

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HIN

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oke

grou

nd o

n th

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cilit

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st

May

. The

faci

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will

be

the

first

of i

ts k

ind

in th

e w

orld

.

“The

bes

t way

to s

ecur

e th

e fu

ture

is to

cre

ate

it an

d th

e su

bmis

sion

of

our

NRC

app

licat

ion

is th

e la

test

exa

mpl

e of

SH

INE

crea

ting

an e

xciti

ng,

prod

ucti

ve fu

ture

.”

JIM C

OST

EDIO

Vice

Pre

side

nt o

f Re

gula

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Aff

airs

&

Qua

lity

Dir

ect

pres

ence

in

Euro

pe e

stab

lishe

dSH

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appo

inte

d H

arri

e B

uurl

age

as v

ice

pres

iden

t, Eu

rope

an

oper

atio

ns. H

e is

ov

erse

eing

all

of S

HIN

E’s

acti

vitie

s in

Eur

ope,

in

clud

ing

the

com

pany

’s si

ting,

con

stru

ctio

n an

d op

erat

ion

of a

pro

duct

ion

faci

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ther

e. H

arri

e br

ings

mor

e th

an 2

5 ye

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of e

xper

ienc

e in

the

nucl

ear

med

icin

e in

dust

ry

to h

is n

ew r

ole

at S

HIN

E.

“I k

now

the

Euro

pean

m

arke

t wel

l and

am

co

nfide

nt th

at S

HIN

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ill

play

a s

igni

fican

t rol

e he

re

and

in th

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obal

mar

ket,

part

icul

arly

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ause

of i

ts

safe

r, cl

eane

r an

d m

ore

cost

-eff

ecti

ve

prod

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oces

s.”

HA

RRIE

BU

URL

AGE

Vice

Pre

side

nt,

Euro

pean

Ope

ratio

ns

DEC

EMBE

R

NO

VEM

BER

OCT

OBE

R

SEPT

EMBE

R

AU

GU

ST

JULY

JUN

E

In February 2019, SHINE released our first Diversity & Inclusion Report and Strategic Plan, which detailed our Diversity and Inclusion Task Force’s goals for 2019. The plan included establishing a baseline, data and performance metrics for success, implementing a blind resume screening process, recruiting at more diverse institutions, conducting an equity review and developing an internal training program. The full report is available at www.shinemed.com/diversity. The D&I Task Force members also attended local and national events and provided monthly educational topics for employees.

COMMUNITY & EMPLOYEE ENGAGEMENT

SHINE’s community and employee engagement program reflects our commitment to giving back. It strengthens our relationships with partners, employees and others who share our commitment to making our community the best it can be. Working together, we’re making a real difference.

Our community engagement program supports partners who share our mission of helping to eradicate heart disease and cancer, promoting nuclear, and science, technology, engineering and math (STEM) education, and protecting and improving our environment.

The high level of SHINE employee engagement in these programs is critical to our success. We celebrate the company’s successes together, leading to better communication

and higher productivity. Here are just a few of the ways we lived our mission during 2019.

SUPPORTED the Boys & Girls Club of Janesville with a STEM lab grantCOLLABORATED with local students in the first annual 3D design competitionDONATED 40 volunteer hours at the second annual SHINE Up! Our Community Day at Rotary Botanical GardensRAISED $8,400 for the American Heart Association to support education and training in schoolsDISTRIBUTED 155-plus toys to pediatric cancer patients and families in need during the holidays

9 SHINE Annual Report 2019

Diversity & Inclusion

10SHINE Annual Report 2019

Annual Growth of SHINE’s Workforce

Total Employees10 20 30 40 50 60

2011

2012

2013

2014

2015

2016

2017

2018

2019

SHINE YEARLY EMPLOYEE COUNT

70 80 90 100 110 120 130

INTERNS

FULL TIME

27

8 2

24 2

30 5

36 4

61 9

77 13

18112

25 1

We are fortunate to have a truly unique team at SHINE. Because of their skill, hard work and dedication we have made tremendous strides

over the past year.

Eric Schutt,Chief People Officer &

VP, Government Affairs

‘‘ ‘‘

11 SHINE Annual Report 2019

Both new and long-time investors continued to express confidence in the company’s direction and progress last year. SHINE raised $125 million during 2019, including $50 million from leading global investment firm Oaktree Capital Management.

The financing supports SHINE’s ongoing construction project and its work to commercialize diagnostic and therapeutic isotopes, including Mo-99 and Lu-177. The SHINE fundraising total includes an award of $15 million from the federal government.

SHINE is grateful for the strong, ongoing support of both its new institutional investors and the many early-stage investors who continue to support the company.

FUNDRAISING MILESTONES

2019 was an incredible year for SHINE overall and our fundraising activities

reflected that.

TODD ASMUTH,President & CFO

‘‘ ‘‘The company was pleased to welcome Oaktree to its growing list of top-tier institutional investors. Oaktree has broad expertise in complex infrastructure projects like the construction of the company’s isotope production facility.

Oaktree joined Deerfield Management, a leading health care investment firm, as one of SHINE’s key partners. The company also extended its partnership with the federal government.

The Department of Energy’s commitment to SHINE coupled with investments from both new and old investors were essential to its solid year of progress and will help SHINE to boldly advance its plans.

12SHINE Annual Report 2019

SHINE ended 2019 in a strong financial position after raising $125 million during the year. SHINE is deploying this capital to support the commercialization of diagnostic and therapeutic isotopes and to construct its medical isotope production facility. Both are key value drivers for the company.

The progress during 2019 on these and other key SHINE initiatives illustrates not just the company’s financial strength, but the hard work and dedication of the SHINE team. The company entered 2020 with both the strongest financial position in its history and a team dedicated to creating value as it continues to execute on SHINE’s priorities.

PersonnelThe company’s headcount increased from 77 employees to 112. The majority of the new hires are driving the construction of the production facility, and the design and fabrication of the equipment needed to operate it.

ConstructionSHINE made great progress on the facility during 2019. Construction staff mobilized to support site preparations, mass excavation, and structural concrete activities during the fall. Construction will continue through the winter and reach new heights in the upcoming year.

First Production Unit & Operating License ApplicationOver a 5½-day full production cycle demonstration in June, SHINE and Phoenix successfully tested the first production-ready neutron generator. The two companies also achieved a new world record related to

nuclear fusion.

First production unit demonstrations have been completed. SHINE

submitted its operating license application to the NRC in July. The commission began its detailed review of the application in October. While there are no further expenses associated with compiling the application, SHINE

will support its ongoing work with the NRC to secure approval of

its application.

FinancingSHINE raised $125 million during 2019.

Financing expense increased as a result of the record year of fundraising by the company.

Internal OperationsInternal operations expenses during 2019 included Therapeutics, professional fees, intellectual property development and protection, payroll and benefits, and operational expenses at our headquarters and Building One.

FINANCIAL SUMMARY

First Production Unit Demo &

Operating License Application

12%

2019USE OFFUNDS

PersonnelCosts

32%

Construction

22% InternalOperations

12%

Financing

22%

13 SHINE Annual Report 2019

SHINE VISION

Phase 1Safety, quality and other non-destructive testingEnsuring the safety and quality of lightweight aerospace, defense and civilian components. Phoenix was created for this purpose.

Phase 2Medical isotopes and other small-scale transmutationsConverting one chemical into another, most notably to create medical isotopes that help tens of millions of patients.

Phase 3Destruction of nuclear waste and other large-scale transmutationsRecycling and destruction of waste from fission reactions, enabling carbon-free nuclear energy to become a more acceptable part of the mix.

Phase 4Clean energy generationProducing clean, safe, affordable energy from fusion, exponentially improving humanity and the planet.

TO PROFOUNDLY IMPROVE HUMANKIND AND THE PLANET USING NUCLEAR TECHNOLOGY

*increase in scale of technologies, output, and market size

There are four phases of our founder’s vision. Each phase is incremental to the last and enables us to build the team, technology and economic engine for success. What we build during one phase will be the foundation of our achievement of the next.

The scale and complexity of the problem, its importance to humankind and the market for its solution grow by up to 100 times from one phase to the next. Today, SHINE is laser-focused on Phase 2 of the vision: creating medical isotopes so that patients can get the care they need when they need it.

The Four Phases of the Vision

10 - 100x 10 - 100x 10 - 100x*1. 2. 3. 4.

14SHINE Annual Report 2019

BOARD OF DIRECTORS

EXECUTIVE TEAM

GREG PIEFER, PH.D.Chairman &

Chief Executive Officer

ERIC VAN ABELSenior Technical Advisor

TODD ASMUTHPresident &

Chief Financial Officer

JIM COSTEDIOVice President, Regulatory

Affairs and Quality

STEVE MILTENBERGERChief Operating Officer

CHRIS LEEVice President, Finance

HARSH SINGHChief Strategy Officer

NATHAN SCHLEIFERGeneral Counsel &

Corporate Secretary

KATRINA PITASVice President &

General Manager, Therapeutics Division

HARRIE BUURLAGEVice President,

European Operations

ERIC SCHUTTChief People Officer &

Vice President, Government Affairs

ROCK MACKIE, PH.D.Chief Innovation Officer,

UW Health;Emeritus Professor of Medical Physics,

UW-Madison

GREGORY OD SMITHCEO, LES and Chairman,

URENCO UK (retired)

BRAD WUCHERPFENNIG

President,Baker Construction

Enterprises, Inc.

PAUL RYANPresident,

American Idea Foundation;Former Speaker of the U.S.House of Representatives

DAVID NEWBERGPartner,

DelBello Donnellan Weingarten Wise &

Wiederkehr, LLP

GORDON GUNNLAUGSSON

Principal, Lakeview Equity

Partners, LLC

TODD ASMUTHPresident &

Chief Financial Officer,SHINE Medical

Technologies, LLC

GREG PIEFER, PH.D.Chairman &

Chief Executive Officer,SHINE Medical

Technologies, LLC

We are pleased to welcome Paul Ryan and David Newberg to SHINE’s board of directors.

Corporate Headquarters101 E. Milwaukee St. STE 600Janesville, WI 53545 USA

Toll Free: 877.512.6554

www.SHINEmed.com

invest@SHINEmed.com

@SHINEmedical

Legal DisclosureCertain information included in this document constitutes forward-looking statements, including, among other things, statements concerning our objectives and our strategies to achieve those objectives, statements with respect to Management’s beliefs, plans, estimates, and intentions, and statements concerning anticipated future events, circumstances, expectations, results, operations, or performance that are not historical facts. Forward-looking statements can be identified generally by the use of forward-looking terminology, such as “indicators”, “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans”, “continue”, or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect Management’s current beliefs and are based on information currently available to Management. The forward-looking statements in this document are not guarantees of future results, operations, or performance, and are based on estimates and assumptions that are subject to risks and uncertainties, which could cause our actual results, operations, or performance to differ materially from those reflected in the forward-looking statements. Although the forward-looking statements contained in this document are based on what Management believes are reasonable assumptions, there can be no assurance that actual results, operations, or performance will be consistent with these statements. We undertake no obligation to revise or publicly release the results or any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue influence on such forward-looking statements. The financial information in this document includes forecasts, projections, and other predictive statements that represent Management’s assumptions and expectations in light of currently available information. These forecasts, etc. are based on Management’s expectations and are subject to variables and uncertainties. The Company’s actual performance results will differ. Consequently, no guarantee is presented or implied as to the accuracy of specific forecasts, projections, or predictive statements contained herein.