IsoEnergy Ltd. (TSX: ISO) (OTCQX: ISENF) is pleased to announce that it has closed its previously announced bought deal financing, pursuant to which the Company sold 5,335,300 common shares of the Company that will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) and were sold on a flow-through basis at an offer price of C$3.75 per PFT Share, for aggregate gross proceeds of C$20,007,375, which includes the full exercise of an over-allotment option. The Offering was conducted by a syndicate of underwriters, led by Stifel Canada.

The Company will use an amount equal to the gross proceeds received by the Company from the sale of the PFT Shares, pursuant to the provisions in the Tax Act, to incur or cause to be incurred eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” as both terms are defined in the Tax Act related to the Company’s mineral projects located in Saskatchewan and Quebec, on or before December 31, 2026, and to renounce the Qualifying Expenditures (on a pro rata basis) in favour of the subscribers of the PFT Shares with an effective date not later than December 31, 2025. The proceeds from the Offering are expected to be used for exploration across the Company’s uranium assets located in Saskatchewan and Quebec.

Concurrent Private Placement

The Company has also closed its previously announced non-brokered private placement, pursuant to which the Company issued 2,500,000 common shares of the Company (which for greater certainty will not qualify as “flow-through shares”) at a price of C$2.50 per Share with NexGen Energy Ltd. for aggregate gross proceeds of C$6,250,000. The Concurrent Private Placement was completed to enable NexGen to maintain its pro rata ownership interest in the Company at approximately 31.8% after giving effect to the Offering. The Shares issued pursuant to the Concurrent Private Placement are subject to a statutory hold period of four months and one day following the closing of the Concurrent Private Placement. No commission or other fee is payable to the Underwriters in connection with the sale of Shares pursuant to the Concurrent Private Placement. The net proceeds from the Concurrent Private Placement are expected to be used for working capital and other corporate purposes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, and application state securities laws. 

NexGen’s participation in the Concurrent Private Placement constitutes a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with the Concurrent Private Placement under MI 61-101 in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 due to the fair market value of the Concurrent Private Placement being below 25% of the Company’s market capitalization for purposes of MI 61-101. The Company was not able to file a material change report 21 days prior to the closing date of the Concurrent Private Placement as a result of the closing date. The Concurrent Private Placement was approved by the board of directors of the Company with each of Messrs. Curyer, Patricio and McFadden having disclosed his interest in the Concurrent Private Placement and abstaining from voting in respect thereof. The Company has not received, nor has it requested a valuation of its securities or the subject matter of the Concurrent Private Placement in the 24 months prior to the date hereof.

NexGen Early Warning Report Information 

As a consequence of the Concurrent Private Placement, NexGen has acquired 2,500,000 Shares at a price of C$2.50 per Share for an aggregate purchase price of C$6,250,000. Immediately prior to completion of the Concurrent Private Placement, NexGen beneficially owned and controlled 58,614,985 Shares, representing approximately 31.8% of the outstanding Shares (calculated on an undiluted basis). Immediately following the financing, NexGen beneficially owns and controls 61,114,985 Shares of the Company, representing approximately 31.8% of the issued and outstanding Shares. There has been a decrease of approximately 18.39% in the number of Shares that NexGen reported as holding in its previous early warning report dated December 6, 2022, as a result of Share issuances by the Company since the date of such report.

The Company has been advised by NexGen that the Shares were acquired by NexGen for investment purposes and that NexGen may, depending on market conditions and other available investment and business opportunities and subject to any statutory restrictions, increase or decrease its ownership of, or control or direction over, securities of the Company, whether in the open market, by privately negotiated agreements or otherwise.

The disclosure regarding NexGen’s shareholdings contained in this press release is made pursuant to National Instrument 62-104 – Take-Over Bids and Issuer Bids and a report respecting these matters will be filed by NexGen with the applicable securities regulatory authorities using SEDAR+ and will be available for viewing under the Company’s profile at www.sedarplus.ca.

About IsoEnergy Ltd.

IsoEnergy (TSX: ISO) (OTCQX: ISENF) 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’sAthabasca 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.