IsoEnergy Ltd. (TSX: ISO) (OTCQX: ISENF) is pleased to announce that it has completed the sale to Jaguar Uranium Corp. of 100% of the issued and outstanding shares of a wholly-owned subsidiary of IsoEnergy, which holds, indirectly, a 100% interest in the Laguna Salada Project located in Chubut and the Huemul Project located in Mendoza. Jaguar is an arm’s length privately held company focused on the uranium sector with strong operating experience in Latin America and intends to pursue a listing on a recognized stock exchange in North America in the coming months.
Transaction Highlights
Philip Williams, CEO and Director of IsoEnergy, commented, “Since the merger with Consolidated Uranium late last year, IsoEnergy has been largely focused on advancing the Laroque East project in the Athabasca Basin, host to the high-grade Hurricane Deposit, and restarting its past producing uranium mines in Utah, the Tony M, Daneros and Rim Mines. At the same time, we have been pursuing opportunistic transactions to realize value from “non-core” assets in the portfolio. Today’s announcement is one such transaction. We firmly believe that every uranium pound in every jurisdiction will be required to meet expected future uranium demand and Jaguar, with its Berlin project in Colombia and now the IsoEnergy Argentinian Properties, has an important roll to play in South America. By taking equity as consideration IsoEnergy remains exposed to the upside in Jaguar shares and we look forward to supporting the company and its accomplished leadership team going forward.”
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1 Estimated as of July 19, 2024 market close |
Transaction Details
As consideration for the acquisition of the Target Shares, Jaguar has agreed to deliver to the Company:
(a) upon closing of the Transaction:
(b) if the Listing is not completed within 12 months following Closing, 400,000 additional Jaguar Shares at a deemed price of USD$5.00 per share; and
(c) assuming the Listing occurs, if the Listing price of the Jaguar Shares is less than USD$5.00 per share, such number of additional Jaguar Shares to reflect (1) if the Listing is completed on or before 12 months following Closing, USD$10 million valuation of the Properties at the Listing Price (subject to a minimum price per Jaguar Share of USD$4.00); and (2) if the Listing is completed later than 12 months following Closing, USD$12 million valuation of the Properties at the Listing Price (subject to a minimum price per Jaguar Share of USD$4.00); provided that, in the event that Jaguar does not complete a concurrent financing for gross proceeds of at least USD$5 million in connection with the Listing, all of the Jaguar Shares issuable pursuant to this subparagraph will be issued at a deemed price of USD$4.00 per Jaguar Share.
The Jaguar Shares comprising the Consideration will be subject to a contractual resale restriction of six months following the date of the Listing.
In connection with Closing, ISO and Jaguar have also entered into an investor rights agreement, which provides ISO with, among other things:
(a) the right to participate in any future equity financing of Jaguar to maintain its pro rata interest in Jaguar; and
(b) the right to nominate one member to the Jaguar Board, such Nominee to be supported by Jaguar in the same manner as all other members of the Jaguar Board.
The Participation Right and Nomination Right will continue until such time as IsoEnergy and its affiliates cease to own at least 5% of the outstanding Jaguar Shares on partially-diluted basis.
About IsoEnergy Ltd.
IsoEnergy Ltd. is a leading, globally diversified uranium company with substantial current and historical mineral resources in top uranium mining jurisdictions of Canada, the U.S., Australia, and Argentina 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 Inc. These mines are currently on stand-by, ready for rapid restart as market conditions permit, positioning IsoEnergy as a near-term uranium producer.
About Jaguar Uranium Corp.
Jaguar Uranium Corp. is a rapidly growing Latin American consolidator of world-class assets, focused primarily on developing uranium as well as rare earths and other high value by-products. The Company’s flagship assets include the Berlin deposit in Colombia as well as Laguna Salada, Huemul and Sierra Pintada in Argentina. The Company is led by a team with substantial uranium mining, permitting and capital markets experience with a focus on advancing the portfolio towards resource development, permitting and expansion across the continent. Jaguar’s investors include leading global uranium developers who are aligned with the Company’s goal of building shareholder value. More information can be found at the Company’s website at www.jaguaruranium.com or info@jaguaruranium.com.
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