/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR
FOR DISSEMINATION IN THE UNITED
STATES/
SASKATOON, SK and TORONTO, Oct. 19,
2023 /CNW/ - IsoEnergy Ltd.
("IsoEnergy" or the "Company") (TSXV: ISO) (OTCQX:
ISENF) is pleased to announce that it has completed its
previously announced marketed private placement (the
"Offering") of subscription receipts of the Company (the
"Subscription Receipts"). The Company issued 8,134,500
Subscription Receipts at a price of $4.50 per Subscription Receipt for aggregate
gross proceeds to the Company of $36,605,250. The Offering was led by cornerstone
investors NexGen Energy Ltd., Mega Uranium Ltd. and Energy Fuels
Inc., with an upsizing of the Offering led by Sachem Cove Partners
LLC, and which included the partial exercise of the Agent's
option.
The Offering was conducted by a syndicate of agents co-led by
Canaccord Genuity Corp., TD Securities Inc. and Eight Capital, and
including Haywood Securities Inc., Red Cloud Securities, Cormark
Securities Inc., Paradigm Capital, PI Financial Corp., Raymond
James Ltd. and SCP Resource Finance LP (collectively, the
"Agents").
Each Subscription Receipt will entitle the holder thereof to
receive, for no additional consideration and without further action
on part of the holder thereof, one common share of IsoEnergy, on or
about the date that IsoEnergy's previously announced
share-for-share merger with Consolidated Uranium Inc. by way of a
court-approved plan of arrangement under the Business
Corporations Act (Ontario)
(the "Arrangement") is completed.
The net proceeds of the Offering will be used for the
Arrangement, exploration and development of the Company's uranium
assets, as well as for working capital and general corporate
purposes. The net proceeds of the Offering will be held in escrow
pending satisfaction of the escrow release conditions, including
the satisfaction of the conditions to the closing of the
Arrangement and certain other customary conditions.
Pursuant to Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101"), the Offering constitutes a "related party
transaction" as NexGen Energy Ltd. ("NexGen") has subscribed
for Subscription Receipts. These transactions are exempt from the
formal valuation and minority shareholder approval requirements of
MI 61-101, as the fair market value of the Subscription Receipts
subscribed for NexGen pursuant to the Offering does not exceed 25%
of the Company's market capitalization.
In connection with the Offering, the Agents are entitled to a
cash commission equal to 6.0% of the aggregate gross proceeds
raised from the sale of Subscription Receipts (reduced to 3.0% or
nil for subscriptions made by certain specified purchasers of
Subscription Receipts, as agreed by the Agents and the Company). At
closing of the Offering, the Agents received a cash commission of
$293,257.13, representing 50% of the
total cash commission payable. The balance of the Agents' cash
commission shall be held in escrow pending satisfaction or waiver
of the escrow release conditions and is payable upon satisfaction
of such escrow release conditions.
The Subscription Receipts were offered by way of private
placement pursuant to applicable exemptions from prospectus
requirements in each of the provinces of Canada and in such other jurisdictions as may
be mutually agreed between the Company and the Agents. The
securities issued under the Offering are subject to a four month
hold period under applicable Canadian securities laws.
The securities offered pursuant to the Offering have not been,
and will not be, registered under the U.S. Securities Act of 1933,
as amended (the "U.S. Securities Act") or any U.S. state
securities laws, and may not be offered or sold in the United States or to, or for the account or
benefit of, United States persons
absent registration or any applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws.
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 jurisdiction in which such offer, solicitation or
sale would be unlawful.
Qualified Person
Statement
The scientific and technical information contained in this news
release with respect to IsoEnergy was prepared by Dr Darryl Clark, P.Geo., IsoEnergy Vice President,
Exploration, who is a "Qualified Person" (as defined in NI 43-101
– Standards of Disclosure for Mineral Projects). Dr
Clark has verified the data disclosed. For additional information
regarding the Company's Larocque East Project, including its
quality assurance, quality control procedures and other details of
the mineral resource estimate contained herein, please see the
Technical Report dated effective July 8,
2022, on the Company's profile on SEDAR+
at www.sedarplus.ca.
About IsoEnergy
IsoEnergy Ltd. (TSXV: ISO) (OTCQX: ISENF) is a well-funded
uranium exploration and development company with a portfolio of
prospective projects in the infrastructure-rich eastern
Athabasca Basin in Saskatchewan, Canada. In 2018, IsoEnergy
discovered the high-grade Hurricane Deposit on its 100% owned
Larocque East property in the eastern Athabasca Basin. The Hurricane Deposit has
indicated mineral resources of 48.61
M lbs U3O8 based on 63,800 tonnes grading 34.5% U3O8 and
inferred mineral resources of 2.66 M
lbs U3O8 based on 54,300 tonnes grading 2.2% U3O8 (July 8, 2022). The Hurricane Deposit is 100%
owned by IsoEnergy and is unencumbered from any royalties.
IsoEnergy is led by a board and management team with a track record
of success in uranium exploration, development, and operations.
IsoEnergy was founded and is supported by the team at its major
shareholder, NexGen Energy Ltd.
Neither the TSX Venture Exchange nor its Regulations
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking
Information
The information contained herein contains "forward-looking
statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and "forward-looking
information" within the meaning of applicable Canadian securities
legislation. "Forward-looking information" includes, but is not
limited to, statements with respect to the activities, events or
developments that the Company expects or anticipates will or may
occur in the future, including, without limitation, planned
exploration activities. Generally, but not always, forward-looking
information and statements can be identified by the use of words
such as "plans", "expects", "is expected", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", or "believes"
or the negative connotation thereof or variations of such words and
phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved" or the negative connotation thereof. These
forward-looking statements or information may relate to the
Offering, including, without limitation, statements with respect to
the use of proceeds from the Offering; the closing of the
Arrangement (including the receipt and timing of required
regulatory, shareholder and court approvals, stock exchange
(including the TSX Venture Exchange) and other approvals in respect
thereof); and the conversion of the Subscription Receipts (and the
related release of funds from the Offering from escrow to the
Company).
Such forward-looking information and statements are based on
numerous assumptions, including among others, that the results of
planned exploration activities are as anticipated, the price of
uranium, the anticipated cost of planned exploration activities,
that general business and economic conditions will not change in a
material adverse manner, that financing will be available if and
when needed and on reasonable terms, that third party contractors,
equipment and supplies and governmental and other approvals
required to conduct the Company's planned exploration activities
will be available on reasonable terms and in a timely manner.
Although the assumptions made by the Company in providing
forward-looking information or making forward-looking statements
are considered reasonable by management at the time, there can be
no assurance that such assumptions will prove to be
accurate.
Forward-looking information and statements also involve known
and unknown risks and uncertainties and other factors, which may
cause actual events or results in future periods to differ
materially from any projections of future events or results
expressed or implied by such forward-looking information or
statements, including, among others: negative operating cash flow
and dependence on third party financing, uncertainty of additional
financing, no known mineral reserves or resources, the limited
operating history of the Company, the influence of a large
shareholder, alternative sources of energy and uranium prices,
aboriginal title and consultation issues, reliance on key
management and other personnel, actual results of exploration
activities being different than anticipated, changes in exploration
programs based upon results, availability of third party
contractors, availability of equipment and supplies, failure of
equipment to operate as anticipated; accidents, effects of weather
and other natural phenomena and other risks associated with the
mineral exploration industry, environmental risks, changes in laws
and regulations, community relations and delays in obtaining
governmental or other approvals.
Although the Company has attempted to identify important
factors that could cause actual results to differ materially from
those contained in the forward-looking information or implied by
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that forward-looking information and statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated, estimated or
intended. Accordingly, readers should not place undue reliance on
forward-looking statements or information. The Company undertakes
no obligation to update or reissue forward-looking information as a
result of new information or events except as required by
applicable securities laws.
SOURCE IsoEnergy Ltd.