PERTH, Australia IsoEnergy Ltd. and Toro Energy Ltd. 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 Toro by way of a scheme of arrangement under Australia’s Corporations Act 2001, 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 (each whole share, an “ISO Share“) for each Toro Share held on the Scheme record date (the “Exchange Ratio“). 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 (“VWAP“) 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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