IsoEnergy to Acquire Toro Energy in A$75 Million Deal, Expanding Uranium Portfolio Amid Rising Nuclear Demand

• IsoEnergy Ltd. has entered into a scheme implementation deed to acquire all outstanding shares of Toro Energy Ltd. for an implied equity value of approximately A$75.0 million (C$68.1 million).
• Toro shareholders will receive 0.036 IsoEnergy common shares for each Toro share, representing a 79.7% premium to Toro's last traded price and a 92.2% premium to its 20-day volume weighted average price.
• The combined entity will hold NI 43-101 compliant resources of 55.2 million pounds U3O8 measured and indicated, plus JORC compliant resources of 78.1 million pounds U3O8 measured and indicated.
• The transaction adds Toro's Wiluna Uranium Project in Western Australia to IsoEnergy's portfolio, which includes past-producing U.S. mines and the Hurricane deposit in Canada's Athabasca Basin.
• Implementation is subject to shareholder approval, court approval, regulatory clearances, and a condition that there be no formal changes in Western Australian uranium policy to permit uranium mining at Wiluna.

IsoEnergy Ltd., a uranium development company listed on the NYSE American and Toronto Stock Exchange, has announced its acquisition of Australia-based Toro Energy Ltd. in a transaction valued at approximately A$75 million. The deal, structured as a scheme of arrangement under Australian law, will combine IsoEnergy's existing portfolio of uranium assets across North America with Toro's Wiluna Uranium Project in Western Australia. IsoEnergy's current portfolio includes past-producing mines in the United States, the high-grade Hurricane deposit in Canada's Athabasca Basin, and a diversified suite of development and exploration assets. For investors evaluating IsoEnergy, this acquisition represents a strategic expansion into Australia's uranium sector at a time when global nuclear demand is projected to increase significantly, though the transaction carries execution risks related to regulatory approvals and Western Australian uranium policy.

Transaction Terms & Structure

Under the terms of the scheme implementation deed announced on October 12, 2025, Toro shareholders will receive 0.036 of an IsoEnergy common share for each Toro share held on the scheme record date. This exchange ratio implies consideration of A$0.584 per Toro share, representing a substantial premium to recent trading levels. The premium reflects a 79.7% increase over Toro's last traded price of A$0.325 per share on October 10, 2025, and a 92.2% premium to Toro's 20-day volume weighted average price as of the same date.

Following completion of the transaction, existing IsoEnergy shareholders will own approximately 92.9% of the combined entity on a fully-diluted in-the-money basis, while Toro shareholders will hold approximately 7.1%. The current outstanding share count shows approximately 54.7 million IsoEnergy shares on a non-diluted basis and 58.0 million on a fully-diluted basis. Upon implementation, assuming no additional share issuances, the combined company will have approximately 59.2 million shares outstanding on a non-diluted basis and 62.4 million shares on a fully-diluted basis.

The scheme implementation deed includes customary deal protection provisions, including "no shop" restrictions as well as "no talk" and "no due diligence" limitations, subject to exceptions allowing Toro's independent board committee to fulfill its fiduciary duties. The agreement provides for a break fee of approximately A$700,000 under certain circumstances, payable by either party depending on the termination scenario.

The Wiluna Uranium Project

The centerpiece of this acquisition is Toro Energy's wholly-owned Wiluna Uranium Project, located 30 kilometers south of the town of Wiluna in the northern goldfields of Western Australia. The project comprises three main deposits: Centipede-Millipede, Lake Way, and Lake Maitland. As a scoping-level project, Wiluna represents an advanced-stage asset that has progressed through preliminary technical and economic assessments.

Australia ranks first globally for uranium resources and was among the top five uranium producers in 2024. Western Australia specifically hosts several significant undeveloped uranium projects beyond Wiluna, including Cameco's Kintyre and Yeelirrie projects, as well as Deep Yellow's Mulga Rock project. This concentration of uranium resources and mining expertise provides infrastructure and institutional support for potential development.

The Wiluna project's classification as a scoping-stage asset indicates it has completed initial studies but requires further technical work and permitting before potential production. For IsoEnergy, the project represents a longer-term development opportunity that complements its more advanced North American assets.

Combined Resource Base

The merger significantly expands IsoEnergy's uranium resource base across multiple reporting standards and jurisdictions. The combined entity will hold NI 43-101 compliant resources of 55.2 million pounds U3O8 in the measured and indicated categories, plus 4.9 million pounds U3O8 in the inferred category. Under JORC 2012 and 2004 standards, the merged group will hold 78.1 million pounds U3O8 measured and indicated resources and 34.6 million pounds U3O8 inferred resources.

Additionally, the combined company will hold historical resources of 154.3 million pounds U3O8 measured and indicated and 88.2 million pounds U3O8 inferred. However, the companies note in a cautionary statement that these historical and foreign estimates are not reported in accordance with the JORC Code, and a competent person has not performed sufficient work to classify them as mineral resources or ore reserves under JORC standards. The statement indicates uncertainty about whether these historical estimates will ultimately be reportable as mineral resources following further evaluation and exploration work.

This resource diversification spreads IsoEnergy's uranium holdings across Canada, the United States, and Australia, providing exposure to multiple regulatory environments and geological settings.

Strategic Rationale & Market Positioning

IsoEnergy's management views the acquisition as aligned with the company's strategy to build a globally diversified uranium development platform. Philip Williams, CEO and Director of IsoEnergy, stated:

"The acquisition of Toro Energy marks another important step in advancing IsoEnergy's strategy to build a globally diversified, development-ready uranium platform. The Wiluna Uranium Project strengthens our portfolio with a large, previously permitted asset in a top-tier jurisdiction at a time when global nuclear demand is accelerating. This transaction positions IsoEnergy to deliver meaningful scale, optionality, and sustained value creation for shareholders. We look forward to welcoming the Toro team, who have done an admirable job stewarding the company and its projects through often challenging markets, to IsoEnergy and advancing the project together."

The transaction timing coincides with projected increases in global uranium demand. The World Nuclear Association's 2025 Fuel Report projects uranium demand to rise approximately 30% by 2030 and to more than double by 2040. This demand growth stems from expanding nuclear power capacity worldwide, driven by energy security concerns and carbon reduction commitments.

For Toro shareholders, Richard Homsany, Executive Chairman of Toro, emphasized the immediate financial benefit and strategic opportunity: "This Transaction creates significant value for our shareholders, representing a material premium for Toro shareholders of 79.7% to Toro's last traded price and 92.2% to Toro's 20 day VWAP. It also provides Toro shareholders the opportunity to be part of a larger, leading uranium company listed on the TSX and NYSE."

Homsany further noted: "Toro shareholders will have exposure to a diverse uranium portfolio that has strong growth potential and is located in favourable regulatory jurisdictions, 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."

Anticipated Benefits for Shareholders

For IsoEnergy shareholders, the transaction is expected to deliver several strategic advantages. The acquisition secures the Wiluna Uranium Project as a development opportunity, though this remains contingent on alignment of Western Australian government policy with uranium production. The deal strengthens IsoEnergy's position among Australian uranium companies based on potential production capacity, advanced mining assets, and resource exposure.

The addition of a large-scale mineral resource at the scoping study stage, along with an exploration portfolio hosting additional uranium resources, provides development optionality. IsoEnergy anticipates potential for a market revaluation through de-risking near-term production potential and enhancing scale and asset diversification across the United States, Canada, and Australia. The larger combined platform is expected to provide greater scale for mergers and acquisitions activity, improved access to capital, and enhanced trading liquidity.

Toro shareholders receive an immediate premium of 79.7% to the last closing price and gain exposure to a larger, more diversified portfolio of uranium assets in North American jurisdictions. The transaction provides entry into Canada's Athabasca Basin through the high-grade Hurricane deposit and potential upside from an accelerated path to production, including synergies with IsoEnergy's other Utah uranium assets.

Toro shareholders will maintain exposure to the Wiluna Uranium Project through their approximately 7.1% ownership stake in the combined entity. They also gain access to a merged group backed by significant corporate and institutional investors, including NexGen Energy Ltd., Energy Fuels Inc., Mega Uranium Ltd., and uranium exchange-traded funds. The increased scale is expected to provide greater access to development capital on potentially more favorable terms, increased trading liquidity, wider research coverage, and greater scale for future mergers and acquisitions.

Board Recommendations & Shareholder Support

Given that Richard Patricio serves as both a non-executive director of Toro and Chair of IsoEnergy's Board of Directors, Toro's Board established an independent board committee comprising Richard Homsany and Michel Marier to evaluate the proposal. This independent board committee unanimously approved the scheme implementation deed. IsoEnergy's Board of Directors also unanimously approved the agreement, with Mr. Patricio abstaining from the vote.

The Toro independent board committee unanimously recommends that Toro shareholders vote in favor of the scheme, absent a superior proposal and subject to an independent expert's report concluding the scheme is in the best interests of Toro shareholders. Committee members collectively hold a relevant interest in 1.8% of outstanding Toro shares and intend to vote their holdings in favor of the transaction, subject to the same qualifications.

Substantial shareholder Mega Uranium Ltd., together with its associate Mega Redport Pty Ltd., holds 15,226,256 Toro shares representing 12.7% of all outstanding Toro shares. Mega Uranium has provided a voting intention statement indicating it intends to vote in favor of the scheme, subject to no superior proposal emerging and the independent expert concluding the scheme is in the best interests of Toro shareholders.

IsoEnergy currently holds 6,000,000 Toro shares, representing approximately 4.99% of Toro's outstanding shares as of the announcement date.

Conditions to Completion

Implementation of the scheme remains subject to multiple conditions. Toro shareholders must approve the scheme, requiring approval by more than 50% of voting shareholders and at least 75% of total votes cast. The transaction also requires court approval under Australian law.

A notable condition requires that there be no formal changes in Western Australian uranium policy to permit uranium mining or development of the Wiluna Uranium Project. This condition reflects the current Western Australian government policy environment regarding uranium production, which differs from some other Australian jurisdictions.

All Toro unquoted options must lapse, be exercised, or be cancelled before completion. The companies propose to enter into option cancellation deeds with holders of unquoted Toro options, all of which are out-of-the-money as of the announcement date. These options will be cancelled for cash payment or IsoEnergy share issuance based on a Black-Scholes valuation methodology. Toro must ensure all unvested performance rights automatically vest upon the scheme becoming effective, with conversion occurring before the scheme record date to allow performance rights holders to participate.

The transaction requires various regulatory approvals, including from Australia's Foreign Investment Review Board, the Australian Securities Exchange, the Toronto Stock Exchange, and NYSE American LLC. An independent expert must conclude, and continue to conclude, that the scheme is in the best interests of Toro shareholders.

Additional conditions stipulate that no material adverse change or prescribed occurrences affect either company, and no regulatory restraints prevent completion.

For Investors

The acquisition of Toro Energy represents a significant expansion of IsoEnergy's uranium portfolio, adding substantial resources in Western Australia to complement its North American assets. The transaction occurs amid favorable long-term fundamentals for uranium, with projected demand growth of 30% by 2030 driven by expanding nuclear power capacity globally. The 79.7% premium to Toro's last traded price reflects IsoEnergy's strategic interest in securing the Wiluna project and increasing its resource base and geographic diversification.

For investors evaluating IsoEnergy, several factors warrant consideration. The combined entity will hold a significantly expanded resource base across multiple jurisdictions, providing development optionality and exposure to growing uranium demand. The company's portfolio will span past-producing U.S. mines, the high-grade Hurricane deposit in Canada, and the scoping-stage Wiluna project in Australia, offering assets at various development stages.

However, the transaction carries execution risks. The scheme requires approval from more than 50% of Toro shareholders voting and at least 75% of votes cast, along with court approval and various regulatory clearances. The condition regarding Western Australian uranium policy introduces regulatory uncertainty, as the transaction requires that no formal changes occur to permit uranium mining at Wiluna. This condition appears designed to ensure the transaction proceeds under current policy settings, but it highlights the importance of future policy developments for the project's ultimate viability.

The substantial premium paid by IsoEnergy reflects confidence in the strategic value of the Wiluna project and the broader uranium market outlook. Investors should assess whether the combined entity's enhanced scale, diversified resource base, and multi-jurisdictional exposure justify the acquisition price in the context of their investment thesis on uranium market fundamentals and IsoEnergy's execution capabilities. The company's ability to access capital for development, advance its projects through permitting and construction, and ultimately achieve production will be critical factors in realizing the anticipated benefits of this combination.