18:01:47 EDT Fri 19 Jul 2024
Enter Symbol
or Name
USA
CA



IsoEnergy Ltd
Symbol ISO
Shares Issued 111,247,500
Close 2023-09-27 C$ 4.17
Market Cap C$ 463,902,075
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IsoEnergy arranges merger with Consolidated Uranium

2023-09-27 09:25 ET - News Release

Also News Release (C-CUR) Consolidated Uranium Inc

Mr. Tim Gabruch of IsoEnergy reports

ISOENERGY AND CONSOLIDATED URANIUM ANNOUNCE MERGER TO CREATE A LEADING, DIVERSIFIED URANIUM COMPANY, FOCUSED ON THE WORLD'S TOP URANIUM JURISDICTIONS

IsoEnergy Ltd. and Consolidated Uranium Inc. have entered into a definitive arrangement agreement for a share-for-share merger of IsoEnergy and Consolidated Uranium, pursuant to which IsoEnergy will acquire all of the issued and outstanding common shares of Consolidated Uranium not already held by IsoEnergy or its affiliates by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario).

Under the terms of the merger, Consolidated Uranium shareholders will receive 0.500 of a common share of IsoEnergy for each Consolidated Uranium share held. The exchange ratio was determined giving consideration to recent weighted average prices for each of IsoEnergy and Consolidated Uranium for the period ended Sept. 26, 2023. The implied fully diluted in-the-money equity value of the combined company is estimated at approximately $903.5-million. Upon completion of the merger, existing IsoEnergy and Consolidated Uranium shareholders will own approximately 70.5 per cent and 29.5 per cent of the company, respectively, on a fully diluted in-the-money basis.

Strategic rationale for the merger:

  • Built for the current uranium market -- boasting an impressive suite of projects, with substantial current and historical resources, in top uranium mining jurisdictions, at varying stages of development, providing near-term, medium-term and long-term leverage to rising uranium prices;
  • Focused production strategy -- with the goal of building a globally significant, multiasset, multijurisdiction uranium producer, the company will focus on restarting, developing and exploring its projects while looking to further expand the portfolio through M&A (mergers and acquisitions) activity;
  • Complementary project base -- creates a globally diversified uranium company with near-term production, development and exploration projects in top-tier jurisdictions, anchored by the world's highest-grade indicated uranium resource located in Canada's Athabasca basin and fully permitted, conventional uranium mines in the United States ready for rapid restart;
  • Global exploration potential -- provides investors with exposure to significant exploration upside across a diversified pipeline of properties situated in Canada, the United States, Australia and Argentina;
  • Outstanding leadership -- the combined board and management have decades of experience and a demonstrated record in all facets of uranium exploration, development and operations as well as industry-leading capital markets expertise, including M&A and finance;
  • Enhanced capital markets profile with strong shareholder base -- with a pro forma market cap of $903.5-million, the company will rank among the top 10 publicly traded uranium-focused companies in the world, allowing for greater access to capital and trading liquidity, strengthened position for future M&A and increased attractiveness among investors and utilities; additionally, the company will be backed by corporate and institutional investors, including NexGen Energy Ltd., Energy Fuels Inc., Mega Uranium Ltd. and uranium ETFs (exchange-traded funds);
  • Growing uranium market presence -- scale and expertise creates opportunity to increase commercial participation in the nuclear fuel market.

Tim Gabruch, president and chief executive officer of IsoEnergy, commented: "We are very excited by this transaction as it creates a new, diversified, industry-leading uranium development and exploration company of greater scale that is focused on growth in Canada, the United States and Australia, the world's premier uranium jurisdictions. This merger provides our existing shareholders and new investors with an even greater opportunity to participate in the tremendous upside potential of our asset portfolio at a time when sentiment and support around the nuclear sector and the uranium industry in particular are increasingly positive. Together, our exceptional teams have the technical, capital markets and uranium industry expertise to create significant shareholder value by growing the combined entity into the uranium company of choice."

Philip Williams, chairman and chief executive officer of Consolidated Uranium, commented: "There is a great deal of common ground between IsoEnergy and Consolidated Uranium. The asset portfolios and culture of our two companies are complementary and, together, provides our respective shareholders with exposure to a larger company that consists of a proven leadership team, a strong pipeline of development and exploration growth prospects, as well as an enhanced position within capital markets. We look forward to partnering with IsoEnergy to work towards the successful growth of the company and its robust asset portfolio."

Benefits to Consolidated Uranium shareholders:

  • Consistent with Consolidated Uranium's growth strategy of diversification across the best projects in the best jurisdictions;
  • Entry to the Athabasca basin, a leading uranium jurisdiction, with the high-grade Hurricane deposit and a portfolio of high-quality exploration-stage projects;
  • Complementary management and technical teams with a focus on production, development and exploration;
  • Addition of NexGen Energy as a cornerstone shareholder of the company brings market awareness and the potential to provide continuing financial and technical support;
  • Increased scale creates a stronger platform for future M&A;
  • Participation in a larger company with greater access to capital, enhanced liquidity and expanded research coverage;
  • Significant and proportional management and board representation in pro forma company.

Benefits to IsoEnergy shareholders:

  • Accretive to net asset value (NAV);
  • Adds a substantial historical mineral resource base with significant upside potential, including the largest undeveloped uranium resource in the United States;
  • Exposure to high-quality, near-term producing uranium mines in Utah and a strategic portfolio of highly prospective uranium exploration properties in Tier 1 jurisdictions;
  • Potential rerating from near-term production, increased scale, asset and geographic diversification, as well as additional exploration upside;
  • Better positioned for growth through M&A;
  • Increased scale will position the company for greater access to capital and added liquidity.

Management team and board of directors

The company's board of directors will consist of six directors, four of whom were selected by IsoEnergy from the existing IsoEnergy directors, consisting of Richard Patricio (who will be appointed Chair), Leigh Curyer (who will be appointed Vice Chair), Chris McFadden and Peter Netupsky, and two of whom will be selected by Consolidated Uranium, consisting of Philip Williams and one other director from the existing Consolidated Uranium directors.

The senior management team of the Company will include Philip Williams as Chief Executive Officer, Tim Gabruch as President, Darryl Clark as Executive Vice President Exploration & Development, Graham du Preez as Chief Financial Officer, Marty Tunney as Chief Operating Officer and Dan Brisbin as Vice President, Exploration.

1 A Qualified Person has not done sufficient work to classify the historical estimates as current mineral resources or mineral reserves and neither IsoEnergy nor Consolidated Uranium is treating the historical estimates as current mineral resources or mineral reserves.

Board of Directors' Recommendations

Recommendation of the Consolidated Uranium Special Committee and Board

The Consolidated Uranium board of directors (the "Consolidated Uranium Board") appointed a special committee (the "Consolidated Uranium Special Committee") to consider and make a recommendation to the Consolidated Uranium Board with respect to the Arrangement. After consultation with its financial and legal advisors, and on the unanimous recommendation of the Consolidated Uranium Special Committee, the Consolidated Uranium Board unanimously determined that the Arrangement is in the best interests of Consolidated Uranium and approved the Arrangement Agreement. Accordingly, the Consolidated Uranium Board unanimously recommends that Consolidated Uranium shareholders vote in favour of the resolution (the "Arrangement Resolution") to approve the Arrangement.

TD Securities Inc. and Eight Capital each provided a fairness opinion to the Consolidated Uranium Board and Consolidated Uranium Special Committee, respectively, stating that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications stated in each such opinion, the consideration to be received by the Consolidated Uranium shareholders (other than IsoEnergy) pursuant to the Merger is fair, from a financial point of view, to the Consolidated Uranium shareholders (other than IsoEnergy) (the "Consolidated Uranium Fairness Opinions").

The full text of the Consolidated Uranium Fairness Opinions, which describe, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken, and the terms and conditions of the Arrangement, will be included in the management information circular of Consolidated Uranium (the "Consolidated Uranium Circular"), to be delivered to Consolidated Uranium shareholders in respect of a special meeting of the Consolidated Uranium shareholders to be held to consider the Arrangement (the "Consolidated Uranium Meeting"), which is expected to take place in November 2023.

Recommendation of the IsoEnergy Board

After consultation with its financial and legal advisors, the IsoEnergy board of directors ("IsoEnergy Board") unanimously determined that the Arrangement is in the best interests of IsoEnergy and approved the Arrangement Agreement.

Canaccord Genuity Corp. provided a fairness opinion to the IsoEnergy Board stating that, as of the date of such opinion, and based upon and subject to the considerations, assumptions, limitations and qualifications set out therein, the consideration to be provided under the Arrangement is fair, from a financial point of view, to IsoEnergy (the "IsoEnergy Fairness Opinion").

Merger Summary

The Arrangement will be effected by way of a court-approved plan of arrangement pursuant to the Business Corporations Act (Ontario), requiring (i) the approval of the Ontario Superior Court of Justice (Commercial List), and (ii) the approval of (A) 66 2/3% of the votes cast on the Arrangement Resolution by the Consolidated Uranium shareholders; and (B) if required a simple majority of the votes cast on the Arrangement Resolution by Consolidated Uranium shareholders, excluding Consolidated Uranium shares held or controlled by persons described in terms (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, at the Consolidated Uranium Meeting.

Each of the directors and executive officers of Consolidated Uranium, together with Energy Fuels Inc. and Mega Uranium Ltd., representing an aggregate of approximately ~24% of the issued and outstanding Consolidated Uranium shares, have entered into voting support agreements with IsoEnergy, pursuant to which they have agreed, among other things, to vote their Consolidated Uranium shares in favour of the Arrangement Resolution at the Consolidated Uranium Meeting.

The Arrangement Agreement includes customary representations and warranties for a transaction of this nature as well as customary interim period covenants regarding the operation of IsoEnergy and Consolidated Uranium's respective businesses. The Arrangement Agreement also provides for customary deal-protection measures, including a $10.8 million termination fee payable by Consolidated Uranium in certain circumstances. In addition to shareholder and court approvals, closing of the Merger is subject to applicable regulatory approvals, including, but not limited to, the TSX Venture Exchange (the "TSXV") approval and the satisfaction of certain other closing conditions customary for transactions of this nature. Subject to the satisfaction of these conditions, IsoEnergy and Consolidated Uranium expect that the Merger will be completed in the fourth quarter of 2023.

Following completion of the Merger, the IsoEnergy Shares will continue to trade on the TSXV, subject to approval of the TSXV in respect of the IsoEnergy Shares being issued pursuant to the Arrangement. The Consolidated Uranium shares will be de-listed from the TSXV following closing of the Merger.

Details regarding these and other terms of the Merger are set out in the Arrangement Agreement, which will be available under the SEDAR+ profiles of IsoEnergy and Consolidated Uranium at www.sedarplus.ca. Full details of the Merger will also be included in the Consolidated Uranium Circular which will be available under Consolidated Uranium's SEDAR+ profile. Concurrent Private Placement

In connection with the Arrangement, IsoEnergy has entered into an agreement with Canaccord Genuity Corp., TD Securities Inc. and Eight Capital on behalf of a syndicate of agents (collectively, the "Agents") in connection with a "best efforts" private placement of 4,667,000 subscription receipts of IsoEnergy (the "Subscription Receipts") at an issue price of $4.50 per Subscription Receipt (the "Offering Price") for gross proceeds of $21,001,500 (the "Offering"). In connection with the Offering, each of NexGen Energy Ltd., Mega Uranium Ltd. and Energy Fuels Inc. (collectively, the "Cornerstone Investors"), have indicated their intention of subscribing for up to $21,001,500 of the Offering, subject to customary conditions, and satisfaction with the terms of the Offering.

The Agents will have an option (the "Agents' Option") to increase the size of the Offering by up to $3,150,225 through the sale of 700,050 additional Subscription Receipts at the Offering Price, which Agents' Option is exercisable, in whole or in part, at any time up to 48 hours prior to closing of the Offering.

Each Subscription Receipt will entitle the holder thereof to receive, for no additional consideration and without further action on part of the holder thereof, on or about the date the Merger is completed, one IsoEnergy Share.

The net proceeds of the Offering will be used to advance exploration and development of the Company's uranium assets, as well as for working capital and general corporate purposes.

The Offering is expected to close on or about October 19, 2023, with the gross proceeds of the Offering to be held in escrow pending the satisfaction of the escrow release conditions, including the satisfaction of the conditions to the closing of the Merger, and certain other customary conditions.

Advisors

Canaccord Genuity Corp. is acting as financial advisor to IsoEnergy. Stikeman Elliott LLP is acting as legal advisor to IsoEnergy.

TD Securities Inc. is acting as financial advisor to Consolidated Uranium. Cassels Brock & Blackwell LLP is acting as legal advisor to Consolidated Uranium. Eight Capital has provided a fairness opinion to the Consolidated Uranium Special Committee.

Conference Call / Webinar Details

IsoEnergy and Consolidated Uranium will host a joint conference call / webinar today at 11:00 AM Eastern Standard Time ("EST") / 8:00 AM Pacific Standard Time ("PST") to discuss the Merger. Participants are advised to dial in five minutes prior to the scheduled start time of the call. A presentation will be made available on both IsoEnergy and Consolidated Uranium's websites prior to the conference call / webinar.

Webinar Details

Presenters: IsoEnergy President and CEO, Tim Gabruch, and Consolidated Uranium Chairman and CEO, Philip Williams.

Date / Time: September 27, 2023 at 11:00AM EST / 8:00AM PST.

Webinar Access: Participants may join the webinar by registering using the link below.

https://www.c-meeting.com/web3/joinTo/3WYDHYDEHKKUTR/trXssXc3TObhKIIBpsV8fg

Phone Access: Please use one of the following numbers. Canada/US Toll Free +1-844-763-8274 Toronto Toll +1-647-484-8814

A recording of the conference call will be available on both IsoEnergy and Consolidated Uranium's websites following the call. 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 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.

About Consolidated Uranium

Consolidated Uranium Inc. (TSXV: CUR) (OTCQX: CURUF) was created in early 2020 to capitalize on an anticipated uranium market resurgence using the proven model of diversified project consolidation. To date, Consolidated Uranium has acquired or has the right to acquire uranium projects in Australia, Canada, Argentina, and the United States each with significant past expenditures and attractive characteristics for development.

Consolidated Uranium is currently advancing its portfolio of permitted, past-producing conventional uranium and vanadium mines in Utah and Colorado, with a toll milling arrangement in place with Energy Fuels Inc., a leading U.S.-based uranium mining company. These mines are currently on stand-by, ready for rapid restart as market conditions permit, positioning CUR as a near-term uranium producer.

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