Mr. Philip Williams reports
ISOENERGY ANNOUNCES FILING AND MAILING OF THE MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH ITS SPECIAL MEETING OF SHAREHOLDERS TO APPROVE THE ACQUISITION OF ANFIELD
IsoEnergy Ltd.'s management information circular and related materials in connection with the special meeting of shareholders are now available on IsoEnergy's website as well as under IsoEnergy's profile on SEDAR+. IsoEnergy commenced the mailing of the circular and related materials for the meeting to IsoEnergy Shareholders on Wednesday, Nov. 6, 2024.
The arrangement and meeting details
On Oct. 1, 2024, IsoEnergy and Anfield Energy Inc. entered into a definitive agreement, pursuant to which IsoEnergy has agreed to acquire all of the issued and outstanding common shares of Anfield by way of a court-approved plan of arrangement.
If the arrangement is completed, Anfield will become a wholly owned subsidiary of IsoEnergy. IsoEnergy shareholders will continue to own their existing common shares of IsoEnergy on completion of the arrangement. Following the completion of the arrangement, former IsoEnergy shareholders are expected to own approximately 83.8 per cent and former Anfield shareholders are expected to own approximately 16.2 per cent of the issued and outstanding IsoEnergy shares on a fully diluted in-the-money basis, in each case based on the number of securities of IsoEnergy and Anfield issued and outstanding as of Oct. 1, 2024.
At the meeting, IsoEnergy shareholders will be asked to vote on an ordinary resolution approving the issuance of IsoEnergy shares in connection with the arrangement and a special resolution approving a potential consolidation of the IsoEnergy shares, in each case as more particularly described in the circular.
IsoEnergy will hold its meeting on Dec. 3, 2024, at 2 p.m. Toronto time on-line, with the ability for IsoEnergy shareholders to participate electronically, as explained further in the circular.
IsoEnergy board of directors recommendations
The board of directors of IsoEnergy unanimously recommends that IsoEnergy shareholders vote for both resolutions.
IsoEnergy shareholders are encouraged to read the circular in detail and vote your IsoEnergy shares as soon as possible. The deadline for voting your IsoEnergy shares is at 2 p.m. Toronto time on Friday, Nov. 29, 2024.
Strategic rationale for the arrangement
The following is a summary of certain principal reasons for the unanimous determination of the IsoEnergy board that the arrangement is in the best interests of IsoEnergy and the unanimous recommendation of the IsoEnergy board that IsoEnergy shareholders vote for the share issuance resolution:
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Expected expansion of near-term U.S. uranium production capacity: The combined portfolio of permitted past-producing mines and development projects in the Western United States is expected to provide IsoEnergy with substantial increased uranium production potential in the short term, medium term and long term.
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Ownership of Shootaring Canyon mill: Completion of the arrangement secures ownership of the Shootaring Canyon mill, one of only three permitted conventional uranium mills in the United States and which is located adjacent to IsoEnergy's Tony M mine. A production reactivation plan has been submitted to the UDEQ (Utah Department of Environmental Quality) for the Shootaring Canyon mill. The plan addresses the updating of the mill's radioactive materials licence from its current standby status to operational status as well as to increase throughput from 750 short tons per day to 1,000 short tons per day and expand licensed annual production capacity from one million pounds U3O8 (triuranium octoxide) to three million pounds U3O8. IsoEnergy also has existing toll milling agreements in place with Energy Fuels for its White Mesa mill to provide additional processing flexibility for certain of IsoEnergy's mines.
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Complementary project portfolio provides immediate operational synergies: Benefits from the proximity of the combined portfolio in Utah and Colorado are expected to include reduced transportation costs, increased operational flexibility for mining and processing, reduction in G&A (general and administrative) expenses on a per-pound basis, and risk diversification through multiple production sources.
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aligned with goal of building a multiasset uranium producer in tier 1 jurisdictions: Beyond the impressive combined portfolio in the United States, the pro forma company will have a robust pipeline of development and exploration-stage projects in Tier 1 uranium jurisdictions, including the world's highest grade published indicated uranium mineral resource in Canada's
Athabasca basin.
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Well timed to capitalize on strong momentum in the nuclear industry: Recent industry headlines relating to increasing demand and support for nuclear power are expected to drive uranium demand and, by extension, prices, coinciding with expected production and development of the combined portfolio.
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Enhanced capital markets profile with strong shareholder base: The arrangement is expected to provide IsoEnergy with greater access to capital and trading liquidity, strengthened position for future M&A (mergers and acquisitions), expanded research coverage, and increased attractiveness among investors and utilities. Additionally, the pro forma company will be backed by corporate and institutional investors of both companies, including NexGen Energy Ltd., Mega Uranium Ltd., EnCore Energy Corp., Energy Fuels Inc. and uranium ETFs (exchange-traded funds).
Additional details with respect to the reasons for the IsoEnergy board's recommendation are described in the circular, which IsoEnergy shareholders are urged to read in its entirety.
Shareholder questions
IsoEnergy shareholders who have any questions or require assistance with voting may contact Laurel Hill Advisory Group, IsoEnergy's proxy solicitation agent and shareholder communications adviser.
Toll-free: 1-877-452-7184 (for shareholders in North America)
International: 1-416-304-0211 (for shareholders outside Canada and the United States)
By e-mail: assistance@laurelhill.com
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. These mines are currently on standby, ready for rapid restart as market conditions permit, positioning IsoEnergy as a near-term uranium producer.
We seek Safe Harbor.
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