PERTH, Australia – Oct. 13, 2025 – IsoEnergy Ltd. (“IsoEnergy”) (NYSE American: ISOU) (TSX: ISO) and Toro Energy Ltd. (“Toro”) (ASX: TOE) are pleased to announce that they have entered into a scheme implementation deed (the “SID“) pursuant to which, among other things, IsoEnergy has agreed to acquire all of the issued and outstanding ordinary shares of Toro (the “Toro Shares“)1 by way of a scheme of arrangement under Australia’s Corporations Act 2001 (Cth) (the “Transaction” or the “Scheme“), 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 (“Wiluna Uranium Project“).
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
Strategic Rationale
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.
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 (“Merged Group“) 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.
