IsoEnergy Announces Bought Deal Private Placement of FT Shares for C$3.50 Million and a Concurrent Non-Brokered Private Placement of Units purchased by NexGen Energy for C$2.65 Million
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISEMMINATION IN THE UNITED STATES
Vancouver, BC (November 12, 2019) IsoEnergy Ltd. (TSX.V: ISO) (“IsoEnergy” or the “Company”) is pleased to announce that the Company has entered into an agreement with PI Financial Corp. (the “Underwriter”) for a bought deal private placement to raise aggregate gross proceeds of C$3.50 million (the “Offering” or the “Brokered Financing”) and a non-brokered private placement of Units (as defined below) (the “Non-Brokered Financing”) to raise aggregate gross proceeds of C$2.65 million.
Bought Private Placement
Under the terms of the Offering, the Underwriter has agreed to purchase 7,778,000 flow-through common shares of the Company (the “FT Shares”) at a price of C$0.45 per FT Share for aggregate gross proceeds of C$3,500,100. The FT Shares will qualify as “flow-through shares” as defined in the Income Tax Act (Canada).
The gross proceeds from the sale of the FT Shares will be used for general exploration expenditures. The closing of the Offering is anticipated to occur on or around December 3, 2019 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange.
The FT Shares will be offered by way of a private placement pursuant to exemptions from the prospectus requirements to residents of all Provinces of Canada and such other jurisdictions as may be agreed to by the Company and the Underwriter.
In consideration for their services, the Underwriter will receive a cash commission equal to 6.0% of the gross proceeds of the Brokered Financing and broker warrants to purchase such number of common shares as is equal to 6.0% of the number of FT Shares issued under the Brokered Financing at an exercise price equal to C$0.45 per common share for a period of 24 months from the closing of the Offering.
Non-Brokered Private Placement
Under the Non-Brokered Financing, the Company will issue an aggregate of 6,625,000 units (“Units”) at a price of C$0.40 per Unit for aggregate gross proceeds of C$2,650,000. The Non-Brokered Financing will be fully subscribed for by NexGen Energy Ltd. The Units are comprised of one common share of the Company and one-half of one common share purchase warrant. Each whole common share purchase warrant will entitle the holder to acquire one common share of the Company at a price of C$0.60 per common share for a period of 24 months following the date of issuance. No commission is payable under the Non-Brokered Financing. The gross proceeds from the sale of Units will be used for exploration on the Company’s projects and general corporate purposes.
All securities issued under the Brokered Financing and the Non-Brokered Financing will be subject to a statutory hold period in Canada expiring four months and one day from the date of issuance. All dollar amounts expressed in Canadian dollars unless otherwise stated.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
On behalf of the Board of Directors
President and CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectation. Important factors - including the availability of funds, the results of financing efforts, the completion of due diligence and the results of exploration activities - that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Forward-looking statements in this news release include, but are not limited to, statements regarding completion of the Brokered Financing and the Non-Brokered Financing, the anticipated closing date of the Brokered Financing and the use of proceeds from the Brokered Financing. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, events or otherwise.