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TORONTO, Feb. 28,
2025 /CNW/ - IsoEnergy Ltd. (TSX: ISO) (OTCQX: ISENF)
(the "Company" or "IsoEnergy") is pleased to announce
that it has closed its previously announced bought deal financing,
pursuant to which the Company sold 5,335,300 common shares of the
Company (the "PFT Shares") that will qualify as
"flow-through shares" (within the meaning of subsection 66(15) of
the Income Tax Act (Canada)
(the "Tax Act")) and were sold on a flow-through basis at an
offer price of C$3.75 per PFT Share,
for aggregate gross proceeds of C$20,007,375 (the "Offering"), which
includes the full exercise of an over-allotment option. The
Offering was conducted by a syndicate of underwriters, led by
Stifel Canada (the "Underwriters").
The Company will use an amount equal to the gross proceeds
received by the Company from the sale of the PFT Shares, pursuant
to the provisions in the Tax Act, to incur or cause to be incurred
eligible "Canadian exploration expenses" that qualify as
"flow-through critical mineral mining expenditures" as both terms
are defined in the Tax Act (the "Qualifying Expenditures")
related to the Company's mineral projects located in Saskatchewan and Quebec, on or before December 31, 2026, and to renounce the Qualifying
Expenditures (on a pro rata basis) in favour of the subscribers of
the PFT Shares with an effective date not later than December 31, 2025. The proceeds from the Offering
are expected to be used for exploration across the Company's
uranium assets located in Saskatchewan and Quebec.
Concurrent Private Placement
The Company has also closed its previously announced
non-brokered private placement (the "Concurrent Private
Placement"), pursuant to which the Company issued
2,500,000 common shares of the Company (the
"Shares") (which for greater certainty will not qualify
as "flow-through shares") at a price of C$2.50 per Share with NexGen Energy Ltd.
("NexGen") for aggregate gross proceeds of C$6,250,000. The Concurrent Private Placement was
completed to enable NexGen to maintain its pro rata ownership
interest in the Company at approximately 31.8% after giving effect
to the Offering. The Shares issued pursuant to the Concurrent
Private Placement are subject to a statutory hold period of four
months and one day following the closing of the Concurrent Private
Placement. No commission or other fee is payable to the
Underwriters in connection with the sale of Shares pursuant to the
Concurrent Private Placement. The net proceeds from the Concurrent
Private Placement are expected to be used for working capital and
other corporate purposes.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of
the securities in any state in which such offer, solicitation or
sale would be unlawful. The securities being offered have not been,
nor will they be, registered under the U.S. Securities Act and may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the U.S. Securities Act, and
application state securities laws.
NexGen's participation in the Concurrent Private Placement
constitutes a "related party transaction" pursuant to Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The Company is
exempt from the requirement to obtain a formal valuation or
minority shareholder approval in connection with the Concurrent
Private Placement under MI 61-101 in reliance on Sections 5.5(a)
and 5.7(1)(a) of MI 61-101 due to the fair market value of the
Concurrent Private Placement being below 25% of the Company's
market capitalization for purposes of MI 61-101. The Company was
not able to file a material change report 21 days prior to the
closing date of the Concurrent Private Placement as a result of the
closing date. The Concurrent Private Placement was approved by the
board of directors of the Company with each of Messrs. Curyer,
Patricio and McFadden having disclosed his interest in the
Concurrent Private Placement and abstaining from voting in respect
thereof. The Company has not received, nor has it requested a
valuation of its securities or the subject matter of the Concurrent
Private Placement in the 24 months prior to the date hereof.
NexGen Early Warning Report Information
As a consequence of the Concurrent Private Placement, NexGen has
acquired 2,500,000 Shares at a price of C$2.50 per Share for an aggregate purchase price
of C$6,250,000. Immediately prior to
completion of the Concurrent Private Placement, NexGen
beneficially owned and controlled 58,614,985 Shares, representing
approximately 31.8% of the outstanding Shares (calculated on an
undiluted basis). Immediately following the financing, NexGen
beneficially owns and controls 61,114,985 Shares of the Company,
representing approximately 31.8% of the issued and outstanding
Shares. There has been a decrease of approximately 18.39% in the
number of Shares that NexGen reported as holding in its previous
early warning report dated December 6,
2022, as a result of Share issuances by the Company since
the date of such report.
The Company has been advised by NexGen that the Shares were
acquired by NexGen for investment purposes and that NexGen may,
depending on market conditions and other available investment and
business opportunities and subject to any statutory restrictions,
increase or decrease its ownership of, or control or direction
over, securities of the Company, whether in the open market, by
privately negotiated agreements or otherwise.
The disclosure regarding NexGen's shareholdings contained in
this press release is made pursuant to National Instrument 62-104 –
Take-Over Bids and Issuer Bids and a report respecting these
matters will be filed by NexGen with the applicable securities
regulatory authorities using SEDAR+ and will be available for
viewing under the Company's profile at www.sedarplus.ca.
About IsoEnergy Ltd.
IsoEnergy (TSX: ISO) (OTCQX: ISENF) is a leading, globally
diversified uranium company with substantial current and historical
mineral resources in top uranium mining jurisdictions of
Canada, the U.S. and Australia at varying stages of development,
providing near-, medium- and long-term leverage to rising uranium
prices. IsoEnergy is currently advancing its Larocque East project in Canada's Athabasca basin, which is home to the
Hurricane deposit, boasting the world's highest-grade indicated
uranium mineral resource.
IsoEnergy also holds a portfolio of permitted past-producing,
conventional uranium and vanadium mines in Utah with a toll milling arrangement in place
with Energy Fuels. These mines are currently on standby, ready for
rapid restart as market conditions permit, positioning IsoEnergy as
a near-term uranium producer.
Neither the Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this press
release.
Disclosure regarding forward-looking statements
This press release contains "forward-looking information"
within the meaning of applicable Canadian securities legislation.
Generally, forward-looking information can be identified by the use
of forward-looking terminology such as "plans", "expects" or "does
not expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will be taken", "occur" or "be achieved". This forward-looking
information may relate to the Offering and the Concurrent Private
Placement, including statements with respect to the anticipated use
of proceeds of the Offering and the Concurrent Private Placement;
the expected incurrence by the Company of Qualifying Expenditures;
the renunciation by the Company of the Qualifying Expenditures (on
a pro rata basis) to each purchaser of PFT Shares by no later than
December 31, 2025; and any other
activities, events or developments that the companies expect or
anticipate will or may occur in the future.
Forward-looking statements are necessarily based upon a
number of assumptions that, while considered reasonable by
management at the time, are inherently subject to business, market
and economic risks, uncertainties and contingencies that may cause
actual results, performance or achievements to be materially
different from those expressed or implied by forward-looking
statements. Such assumptions include, but are not limited to, the
price of uranium; and that general business and economic conditions
will not change in a materially adverse manner. Although IsoEnergy
has attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information.
Such statements represent the current views of IsoEnergy with
respect to future events and are necessarily based upon a number of
assumptions and estimates that, while considered reasonable by
IsoEnergy, are inherently subject to significant business,
economic, competitive, political and social risks, contingencies
and uncertainties. Risks and uncertainties include, but are not
limited to the following: regulatory determinations and delays;
stock market conditions generally; demand, supply and pricing for
uranium; and general economic and political conditions in
Canada, the United States and other jurisdictions
where the applicable party conducts business. Other factors which
could materially affect such forward-looking information are
described in the risk factors in IsoEnergy's most recent annual
management's discussion and analysis or annual information form and
IsoEnergy's other filings with the Canadian securities
regulators which are available under the Company's
profile on SEDAR+ at www.sedarplus.ca. IsoEnergy does not undertake
to update any forward-looking information, except in accordance
with applicable securities laws.
SOURCE IsoEnergy Ltd.
