IsoEnergy Ltd. announces Private Placements
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S. NEWSWIRE SERVICES
Vancouver, BC, April 4, 2018 – IsoEnergy Ltd. (“IsoEnergy” or the “Company”) (TSXV: ISO; OTCQX: ISENF) announces that, subject to regulatory approval, the Company intends to proceed with a flow through and a non-flow through non-brokered private placement. Under the flow through private placement (the “FT Private Placement”), the Company intends to raise up to $904,500 by the issuance of 1,675,000 flow through units (the “FT Units”) at $0.54 per FT Unit. Under the non-flow through private placement (the “NFT Private Placement”, together with the FT Private Placement, the “Private Placements”), the Company intends to raise up to $1,250,000 by the issuance of 3,125,000 non-flow through units (the “Units”) at $0.40 per Unit. Each FT Unit will consist of one flow-through common share and one-half of a share purchase warrant (each whole warrant, a “Warrant”), with each Warrant entitling the holder to purchase an additional common share for a period of three years at an exercise price of $0.60. Each Unit will consist of one non-flow through common share and one-half of a Warrant. With respect to the Private Placements, the Company may pay finders’ fees in the amount of 6%, based on the sale of the FT Units and Units purchased by subscribers introduced to the Company by such finders.
The proceeds from the FT Private Placement will be used for the continuation of exploration activities on the Company’s projects in the Athabasca Basin, Saskatchewan. The proceeds for the NFT Private Placement will be used both for exploration on the Company’s projects and for general corporate purposes.
All securities issued in connection with the Private Placements will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. Closing of the Private Placements is subject to the approval of the TSX Venture Exchange (the “TSXV”). The Company may increase the size of the Private Placements by up to 15% and/or modify the mix of securities as between FT Units and Units in its sole discretion.
It is anticipated that NexGen Energy Ltd. (“NexGen”), the Company’s major shareholder, and certain other insiders of the Company (together with NexGen, the “Insiders”), will participate in the NFT Private Placement. The issuance of Units to the Insiders pursuant to the NFT Private Placement (the “Insider Participation”) will be considered to be a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”). The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(b) and 5.7(1)(b) of MI 61-101 in respect of any Insider Participation.
IsoEnergy Ltd. is a well-funded uranium exploration and development company with a portfolio of prospective projects in the eastern Athabasca Basin in Saskatchewan, Canada, plus a historical uranium mineral resource at the Mountain Lake property in Nunavut. IsoEnergy is led by a Board and Management team with a track record of success in uranium exploration, development and operations. The Company was founded and is supported by the team at its major shareholder NexGen Energy Ltd.
The TSX Venture Exchange Inc. has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
This news release shall not constitute an offer to sell or a solicitation of any offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities referenced herein have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and such securities may not be offered or sold within the United States absent registration under the U.S. Securities Act or an applicable exemption from the registration requirements thereunder.
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and “forward looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, the completion of the Private Placements, the use of proceeds of the Private Placements and participation of Insiders in the NFT Private Placement. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.
Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: receipt of TSXV approval of the Private Placements and the Company’s ability to find suitable investors for the Private Placements.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.