IsoEnergy Ltd. (NYSE: ISOU) (TSX: ISO) and Toro Energy Ltd. (ASX: TOE) are pleased to announce that they have entered into a scheme implementation deed pursuant to which, among other things, IsoEnergy has agreed to acquire all of the issued and outstanding ordinary shares of Toro¹ by way of a scheme of arrangement under Australia’s Corporations Act 2001 (Cth), subject to the satisfaction of various conditions. Toro owns 100% of the Wiluna Uranium Project, located 30km south of the town of Wiluna in the northern goldfields of Western Australia.

On implementation of the Transaction, the two companies will combine to strengthen IsoEnergy’s development pipeline by adding Toro’s high-quality, scoping-stage Wiluna Uranium Project in Western Australia to IsoEnergy’s existing portfolio, which includes past-producing U.S. mines, the ultra-high-grade Hurricane deposit in Canada’s Athabasca Basin and a diversified suite of development and exploration assets across Canada, the U.S. and Australia. Toro shareholders will gain exposure to a larger, more diversified portfolio of high-quality uranium exploration, development and near-term production assets in tier-one jurisdictions in an enlarged, liquid vehicle while retaining direct exposure to the Wiluna Uranium Project and all other Toro assets.

Under the terms of the Transaction, Toro shareholders will receive 0.036 of a common share of IsoEnergy for each Toro Share held on the Scheme record date. Existing shareholders of IsoEnergy and Toro will own approximately 92.9% and 7.1% on a fully-diluted in-the-money basis, respectively, of the outstanding ISO Shares upon implementation of the Transaction.²

The Exchange Ratio implies consideration of A$0.584 per Toro Share, representing:³

• a 79.7% premium to the last traded price on the ASX of A$0.325 per Toro Share, on October 10, 2025; and
• a 92.2% premium to Toro’s 20-day volume weighted average price on the ASX as at October 10, 2025.

The implied fully-diluted in-the-money equity value of the Transaction is equal to approximately A$75.0million (C$68.1million).⁴

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1} _{Other than those held by or on behalf of members of the IsoEnergy Group.}
² _{Based on a pro-forma fully diluted in-the-money shares outstanding of 62,423,144 of the combined entity.}
³ _{Based on the closing price of the ISO Shares over all Canadian exchanges on October 10, 2025 of C$14.73 and an AUD:CAD exchange rate of 0.9078.}
⁴ _{Based on a Toro’s fully diluted in-the-money shares outstanding of 128,406,848. The implied value is not fixed and depends on the price at which ISO Shares trade.}

Strategic Rationale 

• Tier One Uranium Portfolio – The combination of IsoEnergy’s past-producing U.S. mines, the ultra-high-grade Hurricane deposit in Canada’s Athabasca Basin, and multiple development/exploration assets across Canada, the U.S. and Australia with Toro’s flagship Wiluna Uranium Project in Western Australia, creates a development-ready platform with significant near-term production potential in stable, mining-friendly jurisdictions. The Wiluna Uranium Project—comprising the Centipede-Millipede, Lake Way and Lake Maitland deposits—is a scoping-level project with mineral resources that complement IsoEnergy’s development pipeline.
• Significantly Expands and Diversifies Uranium Resource Base – The pro forma company will hold current NI 43-101 compliant resources of 55.2 Mlbs U₃O₈ M&I and 4.9 Mlbs U₃O₈ Inferred⁵, and JORC 2012 and 2004 compliant resources of 78.1 Mlbs U₃O₈ M&I and 34.6 U₃O₈ Mlbs Inferred⁶ (please see the table on page 26 of this announcement for the breakdown of the JORC 2012 and 2004 compliant resources). The Merged Group will also hold historical resources of 154.3 Mlbs U₃O₈ M&I and 88.2 Mlbs U₃O₈ Inferred, establishing a robust and geographically diversified resource base⁷.8

• Cautionary statement: The pro forma Merged Group resources include foreign and historical estimates reported by IsoEnergy. These estimates are not reported in accordance with the JORC Code. A competent person has not done sufficient work to classify the historical estimates or foreign estimates as Mineral Resources or Ore Reserves in accordance with the JORC Code. It is uncertain that following evaluation and/or further exploration work that the historical estimates or foreign estimates will be able to be reported as Mineral Resources or Ore Reserves in accordance with the JORC Code.
• Strengthens Merged Group’s Exposure to Top Uranium Jurisdictions – Wiluna will become IsoEnergy’s flagship Australian project. Australia ranks #1 globally for uranium resources and was a Top-5 producer in 2024, supported by strong infrastructure and mining institutions⁹. Western Australia hosts significant undeveloped uranium projects, including Kintyre and Yeelirrie (Cameco) and Mulga Rock (Deep Yellow). Toro shareholders will have exposure to IsoEnergy’s significant near-term production potential in stable, mining friendly jurisdictions in Canada and parts of the U.S.
• Well-Timed to Capitalize on Strong Nuclear Market Momentum – The World Nuclear Association’s 2025 Fuel Report projects uranium demand to rise ~30% by 2030 and to more than double by 2040. A strengthened resource base and diversified jurisdictional exposure is expected to position IsoEnergy to benefit from rapidly tightening supply/demand outlook.
• Well Placed to Pursue Value Accretive Growth Opportunities – The Merged Group will have significant balance sheet strength and access to capital markets to fund the Merged Group’s portfolio including Toro’s existing projects.

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5} _{For additional information on the current resources for the Tony M Mine and Larocque East Project see the Tony M Technical Report and the Larocque East Technical Report, respectively. See Disclaimer on IsoEnergy Mineral Resource Estimates below for additional details.}
⁶ _{Based on updated mineral resource estimates for the Wiluna Uranium Project Deposits of Lake Maitland announced by Toro on September 24, 2024 and Centipede-Millipede and Lake Way announced by Toro on March 7, 2024, the Dawson Hinkler Satellite Deposit announced by Toro on May 2, 2024, the Nowthanna Deposit announced by Toro on February 1, 2016 and the Theseus Project, announced by Toro on December 5, 2012, prepared in accordance with JORC Code 2012, except Theseus which is in accordance with JORC Code 2004. Information contained in this announcement in connection with the Theseus Project was prepared and first disclosed under the JORC Code 2004.  It has not been updated since to comply with the JORC Code 2012 on the basis that the information has not materially changed since it was last reported. The JORC Table 1 relevant to all of the Toro resource estimates can be found in Toro’s ASX announcement of September 24, 2024 (titled “Significant Expansion Stated Lake Maitland Uranium Resource”, except for Theseus, which is found in Toro’s ASX announcement of December 5, 2012 (titled “Maiden Inferred Uranium Resource for Toro’s Theseus Deposit”). For the purposes of ASX Listing Rule 5.23, Toro confirms that it is not aware of any new information or data that materially affects the information included in those original announcements, and that all material assumptions and technical parameters underpinning the estimates in the original announcements continue to apply and have not materially changed.}
⁷ _{These mineral resources are considered to be “historical estimates” as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). A Qualified Person has not done sufficient work to classify the historical estimates as current mineral resources or mineral reserves and IsoEnergy is not treating the historical estimates as current mineral resources. See Disclaimer on Mineral Resource Estimates below for additional details.}
⁸ _{Refer to the Pro forma Mineral Resources disclaimer on page 10.}
⁹ _{World Nuclear Association – https://world-nuclear.org/information-library/nuclear-fuel-cycle/uranium-resources/supply-of-uranium}

Philip Williams, CEO and Director of IsoEnergy, commented, “The acquisition of Toro Energy marks another important step in advancing IsoEnergy’s strategy to build a globally diversified, development-ready uranium platform. The Wiluna Uranium Project strengthens our portfolio with a large, previously permitted asset in a top-tier jurisdiction at a time when global nuclear demand is accelerating. This transaction positions IsoEnergy to deliver meaningful scale, optionality, and sustained value creation for shareholders. We look forward to welcoming the Toro team, who have done an admirable job stewarding the company and its projects through often challenging markets, to IsoEnergy and advancing the project together.”

Richard Homsany, Executive Chairman of Toro, commented, “This Transaction creates significant value for our shareholders, representing a material premium for Toro shareholders of 79.7% to Toro’s last traded price and 92.2% to Toro’s 20 day VWAP. It also provides Toro shareholders the opportunity to be part of a larger, leading uranium company listed on the TSX and NYSE. Toro shareholders will have exposure to a diverse uranium portfolio that has strong growth potential and is located in favourable regulatory jurisdictions, and the ability to attract enhanced access to funding including for the Wiluna Uranium Project.

The Toro team will benefit from the significant financial strength of ISO and looks forward to working together on the successful development of the Wiluna Uranium Project for all stakeholders.”

Anticipated Benefits to IsoEnergy shareholders

• Secures Wiluna Uranium Project, positioned for potential development, pending alignment of government policy with uranium production in Western Australia
• Strengthens ranking among the Australian uranium players, on the basis of potential production capacity, advanced mining assets and resource exposure
• Addition of large scale mineral resource at the scoping study stage with an exploration portfolio hosting additional uranium resources
• Opportunity for re-rating through de-risking near-term potential production and enhancing scale and asset diversification across key jurisdictions in the U.S., Canada and Australia
• Creation of a larger platform with greater scale for M&A, access to capital and liquidity

Anticipated Benefits to Toro shareholders

• Immediate and significant premium of 79.7% to last close and 92.2% based on the respective 20-day VWAPs of both companies, ending on October 10, 2025¹⁰
• Exposure to a larger, more diversified portfolio of high-quality uranium exploration, development and near-term production assets in tier-one jurisdictions of U.S. and Canada
• Entry into the Athabasca Basin, a leading uranium jurisdiction, with the high-grade Hurricane deposit
• Upside from an accelerated path to potential production as well as from synergies with IsoEnergy’s other Utah uranium assets
• Toro shareholders will be exposed to geographic project locations within the Merged Group outside of Western Australia including favourable uranium regulatory jurisdictions such as Canada and parts of the U.S.
• Continued exposure to Toro’s Wiluna Uranium Project through holding of approximately 7.1% of the outstanding fully diluted in-the-money ISO Shares on closing of the Transaction¹¹
• A Merged Group backed by corporate and institutional investors of IsoEnergy, including NexGen Energy Ltd., Energy Fuels Inc., Mega Uranium Ltd. and uranium ETFs
• Increased scale expected to provide greater access to capital for project development and on potentially more favourable terms, increased trading liquidity, wider research coverage and greater scale for M&A

Toro IBC Recommendations and Major Shareholders Intentions 

Following receipt of an initial, confidential non-binding indicative offer from IsoEnergy, the Toro Board of Directors established an independent board committee, comprising Richard Homsany and Michel Marier, to consider the proposal. The Toro Board formed the Toro IBC since Richard Patricio (a Toro non-executive director) is also the Chair of the Board of Directors of IsoEnergy.

The Toro IBC, and the Board of Directors of IsoEnergy (with Mr. Patricio abstaining from voting) have each unanimously approved the SID. A copy of the SID is included at Annexure A of this announcement.

The Toro IBC unanimously recommends that Toro shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the independent expert’s report concluding that the Scheme is in the best interests of Toro shareholders (other than IsoEnergy). Subject to the same qualifications, each member of the Toro IBC intends to vote, or procure the voting of, all Toro Shares held or controlled by them in favour of the Scheme. As at the date of this announcement, the Toro IBC collectively has a relevant interest in 1.8% of the Toro Shares on issue.

Substantial shareholder Mega Uranium Ltd. (together with its associate Mega Redport Pty Ltd) (representing 15,226,256 Toro Shares, being 12.7% of all Toro Shares) have provided Toro with a voting intention statement that they each intend to vote in favour of the Scheme, subject to no superior proposal emerging and the independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of Toro shareholders (other than IsoEnergy).¹²

As at the date of this announcement IsoEnergy holds 6,000,000 Toro Shares (approximately 4.99% of Toro shares on issue at the date of this announcement).

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10} _{Based on the closing price of the ISO Shares on the TSX of $14.73, a closing price of A$0.325 of Toro Shares on the ASX and an AUD:CAD exchange rate of 0.9078 on October 10, 2025 and a 20-day VWAP for the period ending October 10, 2025 of Toro Shares on the ASX of A$0.304}
¹¹ _{Based on a pro-forma fully diluted in-the-money shares outstanding of 62,423,144 of the combined entity}
¹² _{Mega Uranium Ltd and Mega Redport Pty Ltd have each consented to the inclusion of this voting intention statement in this document.}

Conditions to completion of the Scheme

Implementation of the Scheme is subject to various conditions, including (among others):

• Approval of Toro shareholders in relation to the Scheme (including approval of more than 50% of the number of Toro shareholders voting and at least 75% of the total votes cast);
• Court approval in relation to the Scheme;
• No formal changes in Western Australian uranium policy to permit uranium mining and/or mining or development of all or any part of the Wiluna Uranium Project;
• All Toro unquoted options having lapsed, been exercised, or cancelled;
• Certain regulatory approvals, including Foreign Investment Review Board of Australia, the Australian Securities Exchange, the Toronto Stock Exchange and the NYSE American LLC;
• An independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of Toro shareholders (other than IsoEnergy); and
• No material adverse change or prescribed occurrences (each as defined in the SID) occurring in relation to either IsoEnergy or Toro and no regulatory restraints.

The SID provides for customary deal protection provisions with respect to Toro, including “no shop” as well as “no talk” and “no due diligence” restrictions (subject to customary exceptions to enable the Toro IBC to comply with its fiduciary and statutory duties), notification obligations and a matching right regime in the event any superior proposal is received by Toro. In addition, the SID provides that, under certain circumstances, IsoEnergy or Toro would be entitled to a break fee which, should either become payable, is approximately A$700,000.¹³

Following implementation of the Transaction, the ISO Shares will continue trading on the TSX and NYSE and Toro will be removed from the official list of ASX. If determined appropriate in the future, IsoEnergy may apply for admission to the official list of ASX, and quotation of the ISO Shares on ASX. Any such listing, if pursued, will be subject to IsoEnergy complying with the rules and policies of the ASX in force at such time. IsoEnergy cautions that no decision has been made to apply for an ASX listing, and that it is not a condition of the Transaction that such a listing be pursued. Approximately 54.7 million ISO Shares are currently outstanding on a non-diluted basis and approximately 58.0 million ISO Shares are currently outstanding on a fully-diluted basis. Upon implementation of the Transaction (assuming no additional issuances of ISO Shares or Toro Shares), there will be approximately 59.2 million ISO Shares outstanding on a non-diluted basis and approximately 62.4 million ISO Shares outstanding on a fully-diluted basis.

Toro option holders who validly exercise their Toro options and are issued Toro Shares prior to the Scheme record date will be entitled to participate in the Scheme. Toro and IsoEnergy propose to enter into option cancellation deeds with holders of unquoted Toro options (all of which are “out-of-the-money” as at the date of this announcement) pursuant to which the options will, subject to (among other things) the Scheme being approved and becoming effective, be cancelled for a cash payment and/or ISO share issuance¹⁴ based on a form of Black-Scholes valuation methodology.

Furthermore, Toro must ensure that all unvested Toro performance rights automatically vest in accordance with their terms upon the Scheme becoming effective and must procure that prior to the Scheme record date, each Toro performance right is converted, such that the relevant Toro performance rights holders are entitled to participate in the Scheme.

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13} _{Equivalent to approximately C$635,000, based on an AUD:CAD exchange rate of 0.9078.}
¹⁴ _{Implied price of the ISO share issuance to be subject approval of the TSX}

Timetable 

Shareholders of Toro will be asked to approve the Scheme at a shareholder meeting which is expected to be held in early 2026.

Full particulars of the Scheme will be provided to Toro shareholders in the Scheme Booklet which will include the Independent Expert Report, the reasons for the Independent Toro Directors’ recommendation and an explanatory statement in respect of the Scheme.

It is expected that the Scheme Booklet will be dispatched to Toro shareholders in early 2026. Toro shareholders are not required to take any action at this stage in relation to the Scheme. It is expected that the Transaction will close in first half of 2026, subject to satisfaction of all conditions, including receipt of all necessary approvals.

Advisors

SCP Resource Finance LP is acting as financial advisor to IsoEnergy. Cassels Brock & Blackwell LLP is acting as Canadian legal advisor, Hamilton Locke is acting as Australian legal advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP as US legal advisor to IsoEnergy.

Canaccord Genuity is acting as financial advisor to Toro. Cardinals Lawyers and Consultants is acting as legal advisor to Toro.

Qualified Person Statement

The scientific and technical information contained in this news release with respect to IsoEnergy was reviewed and approved 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).

Each of the mineral resource estimates in respect of IsoEnergy contained in this news release, except for the Larocque East project and the Tony M mine, are considered to be “historical estimates” as defined under NI 43-101 and are not considered to be current. See “Disclaimer on Historical Mineral Resource Estimates“ for additional details.

See “Disclaimer on IsoEnergy Mineral Resource Estimates” and Disclaimer on IsoEnergy Historical Mineral Resource Estimates” below for additional details. 

The scientific and technical information contained in this news release with respect to Toro was prepared by Dr. Greg Shirtliff, Geology Manager of Toro, who is a Member of the Australian Institute of Mining and Metallurgy and “Competent Person” as defined Joint Ore Reserves Committee (JORC) 2012 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Shirtliff consents to the inclusion in this release of the matters based on that information in the form and context in which it appears.

About IsoEnergy

IsoEnergy 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. These mines are currently on standby, ready for rapid restart as market conditions permit, positioning IsoEnergy as a near-term uranium producer.

About Toro Energy 

Toro Energy Limited is an ASX listed uranium development and exploration company with projects in Western Australia. Toro is committed to building an energy metals business with the flagship Wiluna Uranium Project as the centrepiece. The Wiluna Uranium Project consists of the Centipede-Millipede, Lake Maitland and Lake Way uranium deposits 30km to the south of the town of Wiluna in Western Australia’s northern goldfields.

Toro is committed to safe and sustainable uranium production and has health, safety, environment and community policies in place to underpin this commitment.