Mr. Philip Williams reports
ISOENERGY LTD. ANNOUNCES UPSIZE TO BOUGHT DEAL FINANCING AND CONCURRENT PRIVATE PLACEMENT
Due to significant demand, IsoEnergy Ltd. has entered into an agreement with a syndicate of underwriters led by Stifel Nicolaus Canada Inc. to upsize its previously announced bought deal financing of common shares that will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) and will be sold on a flow-through basis (the PFT shares) to 4,642,000 PFT shares at a price of $3.75 per PFT share for gross proceeds of approximately $17.4-million.
The company has agreed to grant the underwriters an overallotment option to purchase up to an additional 693,300 PFT shares at the offering price, exercisable in whole or in part, at any time and from time to time on or prior to the date that is 30 days following the closing of the offering to cover overallotments, if any, and for market stabilization purposes. If this option is exercised in full, an additional approximately $2.6-million in gross proceeds will be raised pursuant to the offering and the aggregate gross proceeds of the offering will be approximately $20-million.
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 related to the company's mineral projects located in Saskatchewan and Quebec, on or before Dec. 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 Dec. 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.
The PFT shares will be offered by way of a prospectus supplement to be filed in all of the provinces and territories of Canada, except Quebec. Access to the prospectus supplement and the corresponding base shelf prospectus and any amendment thereto will be accessible within two business days under the company's profile on SEDAR+ in accordance with securities legislation relating to procedures for providing access to a base shelf prospectus, a prospectus supplement and any amendment thereto. An electronic or paper copy of the prospectus supplement and the corresponding base shelf prospectus may be obtained, without charge, from ProspectusCanada@stifel.com by providing the contact with an e-mail address or address, as applicable.
Concurrently with the offering, the company intends to complete a non-brokered private placement of up to 2.5 million common shares (which for greater certainty will not qualify as flow-through shares) at a price of $2.50 per share with NexGen Energy Ltd. for aggregate gross proceeds of up to $6.25-million. The concurrent private placement is being completed to enable NexGen to maintain its pro rata ownership interest in the company at approximately 31.8 per cent after giving effect to the offering. The shares to be issued pursuant to the concurrent private placement will be subject to a restricted 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.
The offering and the concurrent private placement are scheduled to close on or about Feb. 28, 2025, and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals including conditional approval from the Toronto Stock Exchange and the securities regulatory authorities.
NexGen's anticipated participation in the concurrent private placement will constitute 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 per cent of the company's market capitalization for purposes of MI 61-101. The company will not be able to file a material change report 21 days prior to the expected closing date of the concurrent private placement as a result of the anticipated closing date. The concurrent private placement will be approved by the board of directors of the company with each of 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.
About IsoEnergy Ltd.
IsoEnergy is a leading, globally diversified uranium company with substantial current and historical mineral resources in top uranium mining jurisdictions of Canada, the United States 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.
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