Mr. Rob Leckie of Future Fuels reports
ISOENERGY AND FUTURE FUELS COMPLETE TRANSACTION RELATED TO MOUNTAIN LAKE PROPERTY IN NUNAVUT
IsoEnergy Ltd. and Future Fuels Inc. have completed the previously announced transaction, whereby Future Fuels acquired a 100-per-cent interest in IsoEnergy's Mountain Lake project, comprising mineral claims covering 5,625 hectares in the Hornby Bay basin in Nunavut, Canada, in exchange for common shares of Future Fuels and the grant of the net smelter royalties (as defined below) to IsoEnergy. The transaction was completed in accordance with an asset purchase agreement dated Nov. 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, chief executive officer 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 asset purchase agreement, Future Fuels acquired the Mountain Lake property from IsoEnergy in exchange for consideration comprising of:
- The issuance to IsoEnergy of 12.5 million common shares on closing of the transaction;
- The future issuance to IsoEnergy of 2.5 million common 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 per cent of the outstanding common shares on a partially diluted basis;
- The grant by Future Fuels to IsoEnergy at the closing of: (a) a 2-per-cent net smelter returns royalty, payable on all production from the Mountain Lake property, of which 1 per cent will be eligible for repurchase by Future Fuels for $1-million; and (b) a 1-per-cent net smelter return royalty, payable on all production from Future Fuels' properties in Nunavut other than the Mountain Lake property; 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 beginning from the date of closing as well as a statutory hold period of four months and one day from the date of closing. The deferred shares, when issued, will be subject to the same lockup restrictions and the statutory restriction beginning from the date of issuance of the deferred shares.
In accordance with the lockup 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 per cent 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 Feb. 14, 2025, which provides IsoEnergy, for so long as IsoEnergy owns 10 per cent 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 Dec. 19, 2024, Future Fuels closed the first tranche of its concurrent private placement on Dec. 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 12.5 million upfront shares and is deemed to beneficially own the 2.5 million deferred shares, representing approximately 21.36 per cent 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+ 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, Ont., M5V 0R2.
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-term, medium-term 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 standby, 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-square-kilometre Hornby basin in northwestern 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.
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