IsoEnergy Closes Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISEMMINATION IN THE UNITED STATES
Vancouver, BC (December 9, 2019) IsoEnergy Ltd. (TSX.V: ISO) ("IsoEnergy" or the "Company") is pleased to announce that the Company has closed its previously announced non-brokered private placement, pursuant to which the Company issued 8,056,858 units of the Company ("Units") at a price of $0.40 per Unit, for gross proceeds of $3,222,743.20 (the "Non-Brokered Financing").
Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant, with each whole common share purchase warrant entitling the holder to acquire one common share of the Company at a price of $0.60 per common share for a period of 24 months following the date of issuance. The gross proceeds from the sale of Units will be used for exploration on the Company’s projects and general corporate purposes. No commission is payable under the Non-Brokered Financing. The Non-Brokered Financing is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.
All securities issued under the Non-Brokered Financing are 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.
Under the Non-Brokered Financing, the following insiders of the Company purchased common shares: NexGen Energy Ltd. purchased 7,371,858 Units under the Non-Brokered Financing; Craig Parry, President, Chief Executive Officer and a director of the Company, purchased 50,000 Units under the Non-Brokered Financing; and Steven Blower, Vice President of Exploration of the Company, purchased 10,000 Units under the Non-Brokered Financing. Their participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities to be distributed in the Non-Brokered Financing nor the consideration to be received for those securities, in so far as the Non-Brokered Financing involves the insiders, exceeds 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Non-Brokered Financing as the details of the Non-Brokered Financing and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.
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.
IsoEnergy is a well-funded uranium exploration and development company with a portfolio of prospective projects in the eastern Athabasca Basin in Saskatchewan, Canada and a historic inferred mineral resource estimate at the Mountain Lake uranium deposit 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.
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Neither the TSX Venture Exchange nor its Regulations 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.
Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release, including statements regarding the Non-Brokered Financing constitute "forward-looking information" within the meaning of Canadian securities legislation. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable, including that the Company will be able to use the proceeds of the Non-Brokered Financing as anticipated. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks include, among others, inability to use the proceeds from the Non-Brokered Financing as anticipated. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.