STOCK TITAN

IsoEnergy (NYSE American: ISOU) closes Toro Energy share-for-share acquisition

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

IsoEnergy Ltd. has completed its previously announced acquisition of Toro Energy Limited through a court-approved scheme of arrangement in Australia. IsoEnergy acquired all Toro shares it did not already own and issued approximately 4,359,568 new IsoEnergy common shares to former eligible Toro shareholders at an exchange ratio of 0.036 IsoEnergy share for each Toro share. Toro’s shares were suspended from trading on the ASX on June 16, 2026 and are expected to be removed from the ASX official list on or about June 26, 2026. IsoEnergy highlights the addition of the Wiluna Uranium Project as a key asset complementing its existing Hurricane project and other uranium holdings in Canada, the U.S. and Australia.

Positive

  • None.

Negative

  • None.

Insights

IsoEnergy closes an all-share acquisition of Toro, expanding its uranium project portfolio.

IsoEnergy completed the acquisition of Toro Energy via an Australian scheme of arrangement, issuing approximately 4,359,568 new shares at a fixed 0.036-for-1 exchange ratio. This is a share-based deal, so consideration is paid in equity rather than cash.

The transaction adds the Wiluna Uranium Project and other Toro assets to IsoEnergy’s platform, alongside the Hurricane deposit and U.S. projects. Management frames this as building a globally diversified, development-ready uranium portfolio with exposure in Canada, the U.S. and Australia.

Toro’s delisting from the ASX concentrates the combined business within IsoEnergy’s listings on NYSE American and TSX. Future disclosures in IsoEnergy’s filings will be important for understanding integration progress, updated project plans and how the enlarged asset base may be prioritized within its uranium development pipeline.

Exchange ratio 0.036 IsoEnergy share per Toro share Consideration under the scheme of arrangement
New IsoEnergy shares issued Approximately 4,359,568 shares Consideration to former eligible Toro shareholders
Toro shareholder approval date June 9, 2026 Scheme of arrangement approved by Toro shareholders
Federal Court approval date June 15, 2026 Scheme of arrangement approved by Federal Court of Australia
Scheme effective date June 16, 2026 Scheme became effective and Toro shares suspended on ASX
Expected ASX removal date On or about June 26, 2026 Toro expected to be removed from ASX official list
scheme of arrangement regulatory
"by way of a scheme of arrangement under Australia's Corporations Act 2001 (Cth)"
A scheme of arrangement is a legal agreement between a company and its shareholders or creditors to reorganize or settle debts, often to avoid bankruptcy or make big changes. It’s like a carefully planned handshake that everyone agrees to, helping the company stay afloat or improve its financial health.
forward-looking information regulatory
"This press release contains "forward-looking statements" ... and "forward-looking information""
Forward-looking information are predictions, plans, estimates or expectations about a company’s future performance, results or events, such as sales forecasts, project timelines, or anticipated costs. It matters to investors because these statements guide expectations but rely on assumptions and uncertain factors—like a weather forecast for a business—so investors should treat them as informed guesses rather than guarantees and consider the risks and possible changes behind the numbers.
Wiluna Uranium Project financial
"The addition of the Wiluna Uranium Project expands and diversifies our development pipeline"
Hurricane deposit financial
"home to the Hurricane deposit, boasting the world's highest-grade indicated uranium mineral resource"
toll milling arrangement financial
"with a toll milling arrangement in place with Energy Fuels"
merged group financial
"required to conduct the Merged Group's planned activities will be available"
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number 001-42611

 

 

ISOENERGY LTD.

(Exact name of Registrant as specified in its charter)

 

 

N/A

(Translation of Registrant’s name into English)

217 Queen Street West, Suite 303

Toronto, Ontario

M5V 0R2

Tel: 1-833-572-2333

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F              Form 40-F  

 

 

 

 

 
 

EXHIBIT INDEX

 

Exhibit Number Description
   
99.1 News Release dated June 25, 2026 - IsoEnergy Completes Acquisition of Toro Energy

 

 

 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

             
        ISOENERGY LTD.
       
Date: June 25, 2026       By:   /s/ Graham du Preez
            Name: Graham du Preez
            Title: Chief Financial Officer

 

 

Exhibit 99.1

 

 

 

 

IsoEnergy Completes Acquisition of Toro Energy

TORONTO, June 25, 2026 /CNW/ - IsoEnergy Ltd. ("IsoEnergy") (NYSE American: ISOU) (TSX: ISO) is pleased to announce the completion of its previously announced acquisition of Toro Energy Limited ("Toro") (ASX: TOE) by way of a scheme of arrangement under Australia's Corporations Act 2001 (Cth) (the "Transaction" or the "Scheme"). Pursuant to the Scheme, IsoEnergy has acquired all of the issued and outstanding ordinary shares of Toro that it does not already own (the "Toro Shares"). The Scheme was implemented today following approval by Toro shareholders on June 9, 2026, and approval by the Federal Court of Australia on June 15, 2026. The Scheme became effective on June 16, 2026.

Under the terms of the Scheme, eligible participating Toro shareholders received 0.036 of a common share of IsoEnergy (each whole share, an "ISO Share") for each Toro Share held on the Scheme record date. As a result of the implementation of the Scheme, IsoEnergy has issued approximately 4,359,568 ISO Shares to former eligible Toro shareholders.

Philip Williams, Chief Executive Officer and Director of IsoEnergy, commented, "The completion of the Toro acquisition marks another important step in advancing IsoEnergy's strategy to build a globally diversified, development-ready uranium platform. The addition of the Wiluna Uranium Project expands and diversifies our development pipeline, complementing our flagship Hurricane project in the Athabasca Basin. With growing support for nuclear energy and increasingly constructive policy and market conditions for uranium development in Australia, we believe this Transaction positions IsoEnergy to benefit from multiple avenues of future growth. We are pleased to welcome Toro shareholders to IsoEnergy and look forward to advancing the combined portfolio."

Toro Shares were suspended from trading on the Australian Securities Exchange ("ASX") as at close of trading on June 16, 2026, and Toro is expected to be removed from the official list of the ASX on or about June 26, 2026.

For additional information on the Transaction, please refer to IsoEnergy's news releases dated October 12, 2025 and June 10, 2026.

About IsoEnergy

IsoEnergy (NYSE American: ISOU; TSX: ISO) is a leading, globally diversified uranium company with substantial current and historical mineral resources in top uranium mining jurisdictions of Canada, the U.S. and Australia at varying stages of development, providing near-, medium- and long-term leverage to rising uranium prices.

IsoEnergy is currently advancing its Larocque East project in Canada's Athabasca basin, which is home to the Hurricane deposit, boasting the world's highest-grade indicated uranium mineral resource. IsoEnergy also holds a portfolio of permitted past-producing, conventional uranium and vanadium mines in Utah with a toll milling arrangement in place with Energy Fuels. These mines are currently on standby, ready for rapid restart as market conditions permit, positioning IsoEnergy as a near-term uranium producer.

No securities regulatory authority has either approved or disapproved of the contents of this news release.

Cautionary Statement Regarding Forward-Looking Information

This press release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, referred to as "forward-looking information"). Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", 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". The forward-looking information includes statements with respect to the  benefits of the Transaction to the parties and their respective shareholders; the anticipated timing for removal of Toro from the official list of the ASX; anticipated strategic and growth opportunities for IsoEnergy following completion of the Transaction; the successful integration of the businesses of IsoEnergy and Toro; the prospects of each companies' respective projects; the potential for and success of development of the companies' properties, including expectations with respect to any permitting, development or other work that may be required to bring any of the projects into development or production; increased demand for nuclear power and uranium and the expected impact on the price of uranium; and any other activities, events or developments that the companies expect or anticipate will or may occur in the future.

Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management at the time, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Such assumptions include, but are not limited to, the accuracy of management's assessment of the effects of the successful completion of the Transaction and that the anticipated benefits of the Transaction will be realized; the anticipated mineralization of IsoEnergy's and Toro's projects being consistent with expectations and the potential benefits from such projects and any upside from such projects; the price of uranium; that general business and economic conditions will not change in a materially adverse manner; that financing will be available if and when needed and on reasonable terms; and that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Merged Group's planned activities will be available on reasonable terms and in a timely manner. Although IsoEnergy has attempted to identify important factors that could cause actual results to differ materially from those contained in 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 such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

Such statements represent the current views of IsoEnergy with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by IsoEnergy, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Risks and uncertainties include, but are not limited to the following: the inability of IsoEnergy to realize the benefits anticipated from the Transaction; changes to IsoEnergy's current and future business plans and the strategic alternatives available thereto; growth prospects and outlook of IsoEnergy's business; regulatory determinations and delays; stock market conditions generally; demand, supply and pricing for uranium; and general economic and political conditions in Canada, the United States and Australia. Other factors which could materially affect such forward-looking information are described with respect to IsoEnergy in IsoEnergy's annual information form in respect of the year ended December 31, 2025 and other filings with the securities regulators which are available under IsoEnergy's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov and with respect to Toro at www.asx.com.au. IsoEnergy does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

View original content to download multimedia:https://www.prnewswire.com/news-releases/isoenergy-completes-acquisition-of-toro-energy-302810617.html

SOURCE IsoEnergy Ltd.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/June2026/25/c7320.html

%CIK: 0001997377

For further information: Further Information & Investor Relations Inquiries: IsoEnergy Ltd., Philip Williams, CEO and Director, Email: info@isoenergy.ca, Phone: 1-833-572-2333, Website: www.isoenergy.ca

CO: IsoEnergy Ltd.

CNW 07:00e 25-JUN-26

FAQ

What did IsoEnergy Ltd. (ISOU) announce in this Form 6-K?

IsoEnergy announced it has completed the acquisition of Toro Energy Limited via an Australian scheme of arrangement. IsoEnergy has now acquired all Toro shares it did not already own, making Toro a wholly owned part of the IsoEnergy group.

What were the share exchange terms for Toro Energy shareholders in the IsoEnergy deal?

Eligible Toro Energy shareholders received 0.036 of an IsoEnergy common share for each Toro share held on the scheme record date. As part of implementing this exchange ratio, IsoEnergy issued approximately 4,359,568 new common shares to former eligible Toro shareholders.

How many IsoEnergy shares were issued to complete the Toro Energy acquisition?

IsoEnergy issued approximately 4,359,568 common shares to former eligible Toro Energy shareholders. These new shares were provided as consideration under the scheme of arrangement, based on the fixed exchange ratio of 0.036 IsoEnergy share per Toro share held on the record date.

What happens to Toro Energy’s listing on the Australian Securities Exchange after the transaction?

Toro Energy’s shares were suspended from trading on the ASX at the close on June 16, 2026. The company is expected to be removed from the ASX official list on or about June 26, 2026, reflecting its new status as a wholly owned part of IsoEnergy.

How does the Toro Energy acquisition fit IsoEnergy’s uranium strategy?

IsoEnergy states the Toro acquisition advances its strategy to build a globally diversified, development-ready uranium platform. The Wiluna Uranium Project from Toro is described as expanding and diversifying IsoEnergy’s development pipeline alongside its Hurricane deposit and U.S. uranium and vanadium assets.

What approvals were required to implement IsoEnergy’s acquisition of Toro Energy?

The scheme of arrangement was approved by Toro shareholders on June 9, 2026 and by the Federal Court of Australia on June 15, 2026. The scheme became effective on June 16, 2026, allowing implementation and the issuance of IsoEnergy shares as consideration.

Filing Exhibits & Attachments

1 document