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Highlights
- Toro shareholders receive 0.036 IsoEnergy shares per Toro share under the scheme.
- Transaction values Toro at AUD 0.584 per share, a 79.7% premium to the last traded price.
- Completion subject to regulatory approvals, court sanction, and Toro shareholder consent.
IsoEnergy Ltd. (TSX:ISO) and Toro Energy Ltd. (ASX:TOE) have entered a Scheme Implementation Deed (SID), under which IsoEnergy will acquire all issued ordinary Toro shares via a scheme of arrangement under Australia’s Corporations Act 2001 (Cth). Toro owns 100% of the Wiluna Uranium Project, located 30 km south of Wiluna in Western Australia.
The combination adds Toro’s Wiluna Uranium Project to IsoEnergy’s portfolio, which includes past-producing U.S. mines, the high-grade Hurricane deposit in Canada’s Athabasca Basin, and other exploration and development assets across Canada, the U.S., and Australia.
Transaction Terms
Toro shareholders will receive 0.036 IsoEnergy common shares per Toro share held on the Scheme record date. Post-transaction, IsoEnergy and Toro shareholders are expected to hold approximately 92.9% and 7.1% of the fully-diluted ISO Shares, respectively. The implied fully-diluted in-the-money equity value of the transaction is approximately AUD 75.0M (CAD 68.1M).
Strategic Rationale
The merged company will hold NI 43-101 compliant resources of 55.2 Mlbs U3O8 M&I and 4.9 Mlbs U3O8 Inferred, and JORC 2012 and 2004 compliant resources of 78.1 Mlbs U3O8 M&I and 34.6 Mlbs U3O8 Inferred. Historical resources include 154.3 Mlbs U3O8 M&I and 88.2 Mlbs U3O8 Inferred. Wiluna will serve as IsoEnergy’s flagship Australian asset, complementing its development pipeline and providing exposure to uranium projects in stable jurisdictions.
The transaction timing coincides with projected global uranium demand growth, expected to rise ~30% by 2030 and more than double by 2040, according to the World Nuclear Association.
Management Comments
Richard Homsany, Executive Chairman of Toro, commented, “This Transaction creates significant value for our shareholders… Toro shareholders will have exposure to a diverse uranium portfolio… and the ability to attract enhanced access to funding including for the Wiluna Uranium Project. The Toro team will benefit from the significant financial strength of ISO and looks forward to working together on the successful development of the Wiluna Uranium Project for all stakeholders.”
