Mr. Philip Williams of IsoEnergy reports
ISOENERGY AND PUREPOINT URANIUM FORM JOINT VENTURE COVERING OVER 98,000 HECTARES IN THE EASTERN ATHABASCA BASIN
IsoEnergy Ltd. and Purepoint Uranium Group Inc. have entered into a contribution agreement in connection with the creation of a joint venture for the exploration and development of a portfolio of uranium properties in northern Saskatchewan's
Athabasca basin. Both companies will contribute assets from their respective portfolios to the joint venture, which will consist of 10 projects covering more than 98,000 hectares in the east side of the Athabasca basin and will leverage their respective expertise to capitalize on the significant potential of these properties.
Transaction highlights:
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Joint venture portfolio:
The joint venture will comprise 10 projects within the eastern Athabasca basi, including:
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IsoEnergy's Geiger, Thorburn Lake, Full Moon, Edge, Collins Bay Extension, North Thorburn, 2Z Lake and Madison projects;
- Purepoint's Turnor Lake and Red Willow projects.
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Complementary and prospective ground covering the Larocque trend with strong discovery potential:
The Larocque trend is an important regional structure that hosts the world-class Hurricane deposit and other notable high-grade occurrences, including those on Cameco/Orano's Dawn Lake joint venture. The trend extends onto the Turnor Lake and Full Moon projects, positioning the joint venture along a proven corridor for uranium mineralization, where further discoveries could be expedited.
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Strategic synergy and strengthened positioning through equity participation:
IsoEnergy will subscribe for $1-million in concurrent equity financing of Purepoint. Through this equity stake, IsoEnergy will gain exposure to Purepoint's other highly prospective exploration projects in the Athabasca basin, including Hook Lake, which previously intersected an impressive 10 metres at 10.3 per cent U3O8 (triuranium octoxide). In turn, Purepoint will benefit from IsoEnergy's financial and technical support, enabling both companies to work collaboratively to accelerate project development and drive long-term success.
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Initial ownership structure and operating terms:
IsoEnergy will initially hold a 60-per-cent interest in the joint venture, while Purepoint will hold a 40-per-cent interest. Each party has the option to adjust this ownership to 50/50 within six months through the exercise of mutually exclusive put/call options. Purepoint will serve as the operator during the exploration phase of the joint venture properties. Upon the advancement into the predevelopment phase, IsoEnergy will assume operational control of the joint venture properties.
Philip Williams, chief executive officer and director of IsoEnergy, commented: "We are excited to announce formation of this joint venture with Purepoint and see many advantages for both companies. Together, the joint venture projects consolidate a large land position immediately to the east of the Larocque East project, which includes several kilometres of the highly prospective Larocque trend. Purepoint has proven itself an exceedingly capable operator and the joint venture will allow us to have several of our highly prospective projects advanced, while remaining focused on dual priorities of exploring and advancing the Larocque East project, host to the high-grade Hurricane deposit, and restarting our past producing uranium mines in Utah. By combining our complementary project portfolios and leveraging our collective expertise, we believe we are well positioned to accelerate discoveries and create value for our shareholders."
Chris Frostad, president and CEO of Purepoint, added: "With this joint venture, the majority of Purepoint's most significant projects are now being advanced within partnerships alongside some of the uranium sector's strongest players. This collaboration underscores the confidence our partners, including Cameco, Orano, Foran Mining and now IsoEnergy, have in the potential of these projects and it further solidifies Purepoint's position at the forefront of uranium exploration in the Athabasca basin. By combining forces and pooling resources, we are accelerating exploration efforts and setting the stage for potential large-scale discoveries that can meet the growing demand for clean energy. We look forward to leveraging the technical and financial strengths of our partners as we continue to operate these district-scale projects and drive them towards success."
Joint venture terms
The joint venture will be governed by a formal joint venture agreement to be entered into between the companies concurrently with the effective formation of the joint venture. Under the agreement:
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IsoEnergy will contribute its Geiger, Thorburn Lake, Full Moon, Edge, Collins Bay, North Thorburn, 2Z Lake and Madison projects in exchange for an initial 60-per-cent participation interest in the joint venture.
- Purepoint will contribute its Turnor Lake and Red Willow projects in exchange for an initial 40-per-cent participation interest in the joint venture.
- IsoEnergy will have a put option to sell and Purepoint will have a call option to acquire 10 per cent of IsoEnergy's initial participation interest, increasing Purepoint's stake to 50 per cent in exchange for four million postconsolidation Purepoint shares. This option is exercisable within six months of the joint venture's formation, with the exercise of one option resulting in the expiry of the other. If exercised, both parties will hold equal 50/50 participation interests in the joint venture.
- After the put/call option period, IsoEnergy will hold a further option to purchase an additional 1-per-cent interest from Purepoint for $2-million, giving IsoEnergy a 51-per-cent participation interest and Purepoint a 49-per-cent participation interest. This option expires on the earlier of Feb. 28, 2026, or 60 days after a material uranium discovery.
- The ownership interests of each company are subject to standard dilution if a party fails to contribute to approved joint venture programs or expenditures. If either party's interest is reduced to 10 per cent or less, that party will relinquish its entire interest in the joint venture in exchange for a 2-per-cent net smelter royalty (NSR) on the joint venture properties. The remaining party can purchase 1 per cent of the NSR for $2-million.
- If one of the parties seeks to sell its participation interest in the joint venture, such party may force the other party to sell its participation interest in the joint venture so long as the selling party's participation interest is equal to 60 per cent or greater.
- Purepoint will act as operator for all joint venture properties in the exploration phase, leveraging its extensive expertise and deep understanding of the Athabasca basin. Once the joint venture properties advance to the predevelopment stage, IsoEnergy will assume the role of operator.
Purepoint share consolidation and concurrent financing
In connection with the transaction, Purepoint will consolidate its shares on a 1:10 basis. Purepoint currently has 500,772,765 common shares issued and outstanding. After giving effect to the consolidation, Purepoint will have approximately 50,077,277 issued and outstanding postconsolidation common shares. The consolidation has been approved by the Purepoint board of directors and was approved by Purepoint's shareholders at its annual general and special meeting held on June 4, 2024. The consolidation remains subject to approval by the TSX Venture Exchange.
In conjunction with the consolidation, Purepoint plans to complete a non-brokered private placement offering of up to 6,666,667 units at a price of 30 cents per unit, for gross proceeds of up to $2-million. Each unit will consist of one postconsolidation share and one warrant exercisable at 40 cents to acquire one postconsolidation share for a period of three years. IsoEnergy will subscribe for $1-million of this financing, underscoring its commitment to the joint venture's exploration plans. IsoEnergy will be granted the right, for so long as it owns at least 10 per cent of the postconsolidation shares of Purepoint (on a partially diluted basis), to participate in any future equity financing of Purepoint in order to maintain its pro rata interest in Purepoint. The net proceeds of the concurrent financing will be used by Purepoint for general working capital purposes
The transactions, including the formation of the joint venture, the consolidation and concurrent financing, remains subject to approval by the TSX Venture Exchange. The joint venture will take effect following the satisfaction of certain conditions, including but not limited to the completion of the consolidation, closing of the concurrent financing and receipt of all necessary regulatory approvals, including approval of the TSX-V.
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.
About Purepoint Uranium Group Inc.
Purepoint Uranium Group is a focused explorer with a dynamic portfolio of advanced projects within the renowned Athabasca basin in Canada. The most prospective projects are actively operated on behalf of partnerships with industry leaders, including Cameco Corp., Orano Canada Inc. and IsoEnergy.
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