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IsoEnergy to Acquire Toro Energy, Building a Diversified Uranium Powerhouse Across Canada, the U.S., and Australia

Energy
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Transaction strengthens IsoEnergy’s top-tier uranium portfolio with Toro’s flagship Wiluna Project and expands presence in key global jurisdictions amid rising nuclear demand

IsoEnergy Ltd. (NYSE American: ISOU) and Toro Energy Ltd. (ASX: TOE) have entered into a scheme implementation deed under which IsoEnergy will acquire all issued and outstanding ordinary shares of Toro. The all-stock transaction will create a globally diversified uranium developer with significant resources and near-term production potential across Canada, the United States, and Australia.

Under the terms of the agreement, Toro shareholders will receive 0.036 IsoEnergy shares for each Toro share held, representing a 79.7% premium to Toro’s last traded price and a 92.2% premium to its 20-day volume-weighted average price (VWAP). Upon completion, IsoEnergy and Toro shareholders will own approximately 92.9% and 7.1%, respectively, of the combined company on a fully diluted basis. The deal values Toro at approximately AUD 75 million (CAD 68 million / USD 49 million) and is expected to close in the first half of 2026, subject to shareholder and regulatory approvals.

A Strengthened Uranium Platform

The merger will add Toro’s Wiluna Uranium Project in Western Australia — comprising the Centipede-Millipede, Lake Way, and Lake Maitland deposits — to IsoEnergy’s existing portfolio, which includes the ultra-high-grade Hurricane deposit in Canada’s Athabasca Basin, several past-producing U.S. uranium mines, and other exploration assets across North America and Australia.

The combined resource base will include:

  • 55.2 million pounds U₃O₈ (M&I) and 4.9 million pounds U₃O₈ (Inferred) compliant under NI 43-101
  • 78.1 million pounds U₃O₈ (M&I) and 34.6 million pounds U₃O₈ (Inferred) compliant under JORC standards
  • Historical resources totaling 154.3 million pounds U₃O₈ (M&I) and 88.2 million pounds U₃O₈ (Inferred)

This creates one of the largest and most geographically diversified uranium portfolios among mid-tier developers.

Strategic and Market Rationale

The merger comes amid growing confidence in the uranium market’s long-term outlook. The World Nuclear Association’s 2025 Fuel Report projects uranium demand to rise roughly 30% by 2030 and more than double by 2040. IsoEnergy’s expanded scale and jurisdictional diversification position it to capture value from this structural supply-demand imbalance.

Australia, home to the Wiluna Project, ranks #1 globally for uranium resources and is among the Top 5 producers worldwide. Western Australia is emerging as a key uranium jurisdiction alongside Cameco’s Kintyre and Yeelirrie projects and Deep Yellow’s Mulga Rock development.

“The acquisition of Toro Energy marks another important step in advancing IsoEnergy’s strategy to build a globally diversified, development-ready uranium platform,” said Philip Williams, CEO and Director of IsoEnergy. “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.”

Richard Homsany, Executive Chairman of Toro, added, “This transaction creates significant value for our shareholders and provides an opportunity to participate in a larger, leading uranium company listed on the TSX and NYSE. Toro shareholders will gain exposure to a diverse uranium portfolio with strong growth potential and enhanced access to capital.”

Positioned for Growth

The merged entity will have enhanced balance sheet strength, improved access to global capital markets, and a broader platform for value-accretive growth opportunities across the uranium cycle. Following completion, Toro will be delisted from the Australian Securities Exchange (ASX), while IsoEnergy will remain publicly traded in Toronto and New York.

The deal follows IsoEnergy’s previously announced — and later terminated — plan to acquire Anfield Energy in early 2024, reflecting the company’s continued pursuit of strategic, scale-building opportunities in the uranium sector. Major Toro shareholders, including Mega Uranium Ltd. (12.7%) and its associate Mega Redport Pty Ltd., have indicated their intention to vote in favor of the scheme, provided no superior proposal emerges.

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