VANCOUVER, BC, Feb. 18,
2025 /PRNewswire/ - IsoEnergy Ltd. (TSX: ISO)
(OTCQX: ISENF) ("IsoEnergy") and Future Fuels Inc.
(TSXV: FTUR) (FSE: S0J) ("Future Fuels", and together with
IsoEnergy, the "Companies") are pleased to announce the
completion of the previously announced transaction (the
"Transaction") whereby Future Fuels acquired a 100% interest
in IsoEnergy's Mountain Lake Project, comprised of mineral claims
covering 5,625 hectares in the Hornby Bay Basin, Nunavut, Canada (the "Mountain Lake
Property") in exchange for common shares of Future Fuels
("Common Shares") and the grant of the Net Smelter Royalties
(as defined below) to IsoEnergy. The Transaction was completed in
accordance with an asset purchase agreement (the "APA")
dated November 13, 2024 between
IsoEnergy and Future Fuels. The acquisition of the Mountain Lake
Property adds key claims to Future Fuels' portfolio of holdings in
the Hornby Bay Basin in Nunavut,
increasing its total holdings to over 342,064 hectares.
Rob Leckie, CEO and director
of Future Fuels, commented: "We are thrilled to complete
this transformational acquisition of the Mountain Lake Property,
marking an exciting new chapter for Future Fuels. The Mountain Lake
Property is located in a highly prospective region, and we look
forward to unlocking its full potential with our planned
exploration programs. Our team is eager to update the market on our
progress as we advance exploration and development in the coming
months."
Transaction Details
Pursuant to the APA, Future Fuels acquired the Mountain Lake
Property from IsoEnergy in exchange for consideration comprised
of:
-
- the issuance to IsoEnergy of 12,500,000 Common Shares (the
"Upfront Shares") on closing of the Transaction (the
"Closing");
- the future issuance to IsoEnergy of 2,500,000 Common
Shares (the "Deferred Shares", and together with the Upfront
Shares, the "Consideration Shares") on the earliest date
practicable following Closing that will ensure that such issuance
will not result in IsoEnergy owning or controlling more than 19.9%
of the outstanding Common Shares on a partially-diluted basis;
and
- the grant by Future Fuels to IsoEnergy at the Closing of:
(a) a 2% net smelter returns royalty, payable on all production
from the Mountain Lake Property, of which 1% will be eligible for
repurchase by Future Fuels for $1,000,000; and (b) a 1% net smelter returns
royalty, payable on all production from Future Fuels' properties in
Nunavut other than the Mountain
Lake Property (collectively, the "Net Smelter Royalties").
The Net Smelter Royalties were granted pursuant to royalty
agreements between the Companies entered into concurrently with the
Closing.
The Upfront Shares are subject to contractual restrictions on
resale (the "Lock-Up Restrictions") beginning from the date
of Closing, as well as a statutory hold period of four months and
one day (the "Statutory Restriction") from the date of
Closing. The Deferred Shares, when issued, will be subject to the
same Lock-Up Restrictions and the Statutory Restriction beginning
from the date of issuance of the Deferred Shares.
In accordance with the Lock-Up Restrictions, IsoEnergy may not
sell, pledge, encumber, assign or otherwise dispose of or transfer
the Consideration Shares until they become free-trading in
accordance with the release schedule, whereby 25% will be released
on Closing (subject to the Statutory Restriction) and every six
months thereafter for a total period of 18 months.
In connection with Closing, the Companies have also entered into
an investor rights agreement dated February
14, 2025, which provides IsoEnergy, for so long as IsoEnergy
owns 10% or more of the issued and outstanding Common Shares on a
partially diluted basis, the right to: (i) nominate one director to
the board of directors of Future Fuels; and (ii) participate in
future equity financings of Future Fuels in order to maintain its
pro rata share ownership, subject to prior approval by the
TSX Venture Exchange.
In addition, as previously announced in Future Fuels' news
release dated December 19, 2024,
Future Fuels closed the first tranche of its concurrent private
placement on December 19, 2024.
Future Fuels has closed the concurrent private placement and will
not issue additional securities under a second tranche.
Early Warning Disclosure
Prior to the completion of the Transaction, IsoEnergy held no
securities of Future Fuels. Following completion of the
Transaction, IsoEnergy beneficially owns 12,500,000 Upfront Shares
and is deemed to beneficially own the 2,500,000 Deferred Shares,
representing approximately 21.36% of the issued and outstanding
Common Shares on a non-diluted basis (assuming the issuance of the
Deferred Shares).
While IsoEnergy currently has no plans or intentions with
respect to the Common Shares, IsoEnergy may develop such plans or
intentions in the future and, at such time, may from time to time
acquire additional securities, dispose of some or all of the
existing or additional securities or may continue to hold the
Common Shares or other securities of Future Fuels based on market
conditions, general economic and industry conditions, trading
prices of Future Fuels' securities, Future Fuels' business,
financial condition and prospects and/or other relevant
factors.
A copy of the early warning report filed by IsoEnergy will be
available under Future Fuels' profile on SEDAR+ at
www.sedarplus.ca or by contacting Graham du Preez, Chief
Financial Officer of IsoEnergy, at 306-373-6399. IsoEnergy's head
office is located at 217 Queen St.
West, Suite 401, Toronto,
Ontario, M5V 0R2.
About IsoEnergy Ltd.
IsoEnergy Ltd. (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 Inc. These mines are currently on stand-by, ready
for rapid restart as market conditions permit, positioning
IsoEnergy as a near-term uranium producer.
About Future Fuels Inc.
Future Fuels' principal asset is the Hornby Uranium Project,
covering the entire 3,407 km² Hornby Basin in north-western Nunavut, a geologically promising area with
over 40 underexplored uranium showings, including the historic
Mountain Lake Deposit. Additionally, Future Fuels holds the Covette
Property in Quebec's James Bay region, comprising 65 mineral claims
over 3,370 hectares.
X: @FutureFuelsInc
www.futurefuelsinc.com
Forward-Looking Statements
The TSX Venture
Exchange has not reviewed and does not accept responsibility for the accuracy
or adequacy of this release. Neither the TSX
Venture Exchange nor its Regulation Service Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
This news release contains forward-looking statements and
other statements that are not historical facts. Forward-looking
statements are often identified by terms such as "will", "may",
"should", "anticipate", "expects" and similar expressions. All
statements other than statements of historical fact included in
this news release are forward-looking statements that involve risks
and uncertainties. There can be no assurance that such statements
will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from the Companies' expectations include but are not
limited to market conditions and the risks detailed from time to
time in the filings made by the Companies with securities
regulators. The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results to
differ materially from those predicted, as a result of numerous
known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of the Companies. The reader is
cautioned not to place undue reliance on any forward-looking
information, including, but not limited to, statements regarding
the Transaction and the Mountain Lake Property, including the
anticipated benefits thereof, the issuance of the Deferred Shares,
the appointment of a nominee director or exercise of participation
rights by IsoEnergy under the Investor Rights Agreement, the
prospects of Future Fuels' newly acquired mineral claims, which are
not at an advanced stage of development, Future Fuels' anticipated
business and operational activities, and Future Fuels' plans with
respect to the exploration of the Mountain Lake Property. Factors
that could cause actual results to vary from forward-looking
statements or may affect the operations, performance, development
and results of Future Fuels' business include, among other things,
Future Fuels' ability to generate sufficient cash flow to meet its
current and future obligations; that mineral exploration is
inherently uncertain and may be unsuccessful in achieving the
desired results; that mineral exploration plans may change and be
re-defined based on a number of factors, many of which are outside
of Future Fuels' control; Future Fuels' ability to access sources
of debt and equity capital; competitive factors, pricing pressures
and supply and demand in the Companies' industry; and general
economic and business factors. Such information, although
considered reasonable by management at the time of preparation, may
prove to be incorrect and actual results may differ materially from
those anticipated. Forward-looking statements contained in this
news release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this news release are
made as of the date of this news release and the Companies will
update or revise publicly any of the included forward-looking
statements as expressly required by applicable law.
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SOURCE IsoEnergy Ltd.
