TORONTO, Nov. 14,
2024 /CNW/ - IsoEnergy Ltd. ("IsoEnergy" or the
"Company") (TSX: ISO) (OTCQX: ISENF) is pleased to announce
that it has entered into an asset purchase agreement (the
"Agreement") with with Future Fuels Inc. ("Future
Fuels"), pursuant to which the Company has agreed to sell (the
"Transaction") to Future Fuels all of its right, title and
interest in and to the Mountain Lake property located in
Nunavut (the "Property" or
"Mountain Lake"). Future Fuels (TSXV: FTUR) is a publicly
traded company that has consolidated a significant land holding in
the Hornby Basin, surrounding
Mountain Lake (Figure 1).
Transaction Highlights
- Establishes a District-Scale Uranium Opportunity by
Consolidating the Mountain Lake Property and Hornby Project in
the Hornby Basin – This
strategic unification increases discovery potential in the Hornby
Basin—one of Canada's key uranium
basins—by combining Mountain Lake's historic resources with over 40
uranium showings across the expanded land package totalling
~342,000 ha.
- Retains Significant Exposure to the Hornby Basin
through Accretive Transaction Terms - IsoEnergy will own a
significant equity position in Future Fuels following completion of
the transaction and will enter into an investor rights agreement,
which ensures continued exposure to the Property's advancement via
participation rights in future equity financings, the right to
appoint one representative to the Future Fuel board, and net
smelter returns ("NSR") royalties.
- Unlocks Value from Non-Core Assets in Alignment
with IsoEnergy's Strategic Business Plan – The
Transaction aligns with the Company's strategy to maximize
shareholder value by capitalizing on accretive opportunities and
efficiently leveraging non-core assets under favourable market
conditions. It also enhances the Company's planned focus on
near-term production, development, and exploration on core
jurisdictions, enabling efficient allocation of resources and
capital to strengthen core asset value.
- Further Strengthens Equity Portfolio, Now Estimated at
C$32.2 Million – The
Transaction is set to further enhance the Company's equity
portfolio1, which includes positions in NexGen Energy
Ltd., Premier American Uranium Inc., Atha Energy Corp., and Jaguar
Uranium Corp. by adding approximately C$4.0
million in additional value.
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1 Equity
portfolio value as of November 13, 2024.
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Figure 1: IsoEngery's Mountain Lake
Property, Located within Future Fuels Hornby
Project1
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For additional
information regarding the Mountain Lake project, please refer to
the Technical report entitled "Mountain Lake Property Nunavut"
dated February 15, 2005 reported by Triex Mineral
Corporation.
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This estimate is a
"historical estimate" as defined under NI 43-101 (as defined
herein). A Qualified Person has not done sufficient work to
classify the historical estimate as current mineral resources and
neither IsoEnergy nor Future Fuels is treating the historical
estimate as current mineral resources. See Appendix for additional
details.
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Transaction Details
Pursuant to the Agreement, Future Fuels has agreed to acquire
the Mountain Lake Property from IsoEnergy in consideration for:
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(i)
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the issuance to
IsoEnergy of 12,500,000 common shares of Future Fuels (the
"Upfront Shares") on closing of the Transaction (the
"Closing");
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(ii)
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the issuance to
IsoEnergy of 2,500,000 common shares of Future Fuels (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 of Future Fuels on a partially-diluted
basis; and
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(iii)
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the grant by Future
Fuels to IsoEnergy of (a) a 2% NSR royalty, payable on all
production from Mountain Lake, of which 1% will be eligible for
repurchase by Future Fuels for $1,000,000, and (b) a 1% NSR
royalty, payable on all uranium production from Future Fuels
properties in Nunavut other than Mountain Lake.
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The Consideration Shares, when issued, will be subject to
contractual restrictions on resale beginning from the date of
closing, as well as a statutory hold period of four months and one
day from the date of issuance. Closing of the Transaction is
subject to certain conditions and approvals, including:
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(i)
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the execution of an
investor rights agreement providing IsoEnergy, for so long as
IsoEnergy owns 10% or more of the issued and outstanding common
shares of Future Fuels on a partially diluted basis, with the right
to:
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a.
nominate one director to the Future Fuels board of directors;
and
b. participate in equity financings in order
to maintain its pro rata share ownership in Future
Fuels.
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(ii)
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completion of the
Concurrent Financing (as defined below) for minimum gross proceeds
of $2,000,000; and
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(iii)
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the approval of the TSX
Venture Exchange (the "Exchange").
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Future Fuels Concurrent Financing
As a condition to Closing of the Transaction, Future Fuels will
complete a non-brokered private placement (the "Concurrent
Financing" of a minimum of 8,000,000 units (the "Units")
at a price of $0.25 per Unit, each
Unit to consist of one common share and one-half of one warrant of
Future Fuels. Each whole warrant will entitle the holder to
purchase one additional common share of Future Fuels at a price of
$0.40 per share for a period of 24
months from the closing of the Concurrent Financing.
Qualified Person Statement
The scientific and technical information contained in this news
release was reviewed and approved by Dr. Dan Brisbin, P.Geo., IsoEnergy's Vice President,
Exploration, who is a "Qualified Person" (as defined in NI 43-101
– Standards of Disclosure for Mineral Projects ("NI
43-101")).
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 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.
Neither the TSX Exchange nor its Regulations Services
Provider (as that term is defined in the policies of the TSX
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward-Looking Information
The information contained herein contains "forward-looking
statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and "forward-looking
information" within the meaning of applicable Canadian securities
legislation. "Forward-looking information" includes, but is not
limited to, statements with respect to the activities,
events or developments that the Company expects or anticipates will
or may occur in the future, including, without limitation,
statements with respect to the statements with respect to the
completion of the Transaction; the anticipated benefits of the
Transaction to the Company and its shareholders; the expected
receipt of regulatory and other approvals relating to the
Transaction; the expected satisfaction of the other conditions to
completion of the Transaction; the Company's ongoing business plan,
exploration and work programs. Generally, but not always,
forward-looking information and statements can be identified by the
use of words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"believes" or the negative connotation thereof 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" or the negative connotation
thereof.
Such forward-looking information and statements are based on
numerous assumptions, including among others, that the Transaction
will be completed in accordance with the terms and conditions
thereof, that the parties will receive the required regulatory
approvals and will satisfy, in a timely manner, the other
conditions to completion of the Transaction, the accuracy of
management's assessment of the effects of the successful completion
of the Transaction and that the anticipated benefits of the
Transaction will be realized, the price of uranium, the anticipated
cost of planned exploration activities, that general business and
economic conditions will not change in a material adverse manner,
that financing will be available if and when needed and on
reasonable terms, that third party contractors, equipment and
supplies and governmental and other approvals required to conduct
the Company's planned exploration activities will be available on
reasonable terms and in a timely manner. Although the assumptions
made by the Company in providing forward-looking information or
making forward-looking statements are considered reasonable by
management at the time, there can be no assurance that such
assumptions will prove to be accurate.
Forward-looking information and statements also involve known
and unknown risks and uncertainties and other factors, which may
cause actual events or results in future periods to differ
materially from any projections of future events or results
expressed or implied by such forward-looking information or
statements, including, among others: the inability of IsoEnergy to
complete the Transaction, a material adverse change in the timing
of and the terms and conditions upon which the Transaction is
completed, the inability to satisfy or waive all conditions to
completion of the Transaction, the failure to obtain regulatory
approvals in connection with the Transaction, the inability to
realize the benefits anticipated from the Transaction, negative
operating cash flow and dependence on third party financing,
uncertainty of additional financing, no known mineral reserves, the
limited operating history of the Company, the influence of a large
shareholder, alternative sources of energy and uranium prices,
aboriginal title and consultation issues, reliance on key
management and other personnel, actual results of exploration
activities being different than anticipated, changes in exploration
programs based upon results, availability of third party
contractors, availability of equipment and supplies, failure of
equipment to operate as anticipated; accidents, effects of weather
and other natural phenomena and other risks associated with the
mineral exploration industry, environmental risks, changes in laws
and regulations, community relations and delays in obtaining
governmental or other approvals and the risk factors with respect
to the Company set out in the Company's annual information form in
respect of the year ended December 31,
2023 and other filings with the Canadian securities
regulators and available under IsoEnergy's profile on SEDAR+
at www.sedarplus.ca.
Although the Company has attempted to identify important
factors that could cause actual results to differ materially from
those contained in the forward-looking information or implied by
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 forward-looking information and statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated, estimated or
intended. Accordingly, readers should not place undue reliance on
forward-looking statements or information. The Company
undertakes no obligation to update or reissue forward-looking
information as a result of new information or events except as
required by applicable securities laws.
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SOURCE IsoEnergy Ltd.