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IsoEnergy (NYSE American: ISOU) boosts cash for uranium growth plans

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Rhea-AI Filing Summary

IsoEnergy Ltd. filed its Q1 2026 MD&A and interim financials, highlighting intensive uranium exploration, strong liquidity and recent financings. The company spent $7,172,099 on exploration and evaluation in the quarter, mainly at the Larocque East Project in Canada and the Tony M Mine in Utah.

IsoEnergy reported a net loss of $1,502,775 as it remains an exploration-stage company with no revenue, but ended March 31, 2026 with cash and cash equivalents of $130,537,804 and adjusted working capital of $183,253,876. January 2026 equity financings raised gross proceeds of $82.5 million, strengthening its balance sheet ahead of planned work programs and the proposed acquisition of Toro Energy Limited.

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Insights

IsoEnergy strengthened its balance sheet while ramping up exploration spending.

IsoEnergy Ltd. remains a uranium-focused explorer with no operating revenue, so cash and funding are central. In Q1 2026 it spent $7,172,099 on exploration and evaluation, with significant drilling at the Larocque East Project and ongoing work at U.S. assets such as the Tony M Mine.

The company’s financing strategy is notable. January 2026 equity deals raised gross proceeds of $82.5 million, contributing to cash of $130.54M and adjusted working capital of $183.25M as of March 31, 2026. This supports its multi-jurisdiction pipeline and the proposed scheme of arrangement to acquire Toro Energy Limited in Australia.

For a pre-production issuer, this capital position reduces near-term funding risk while it advances technical work, including a planned preliminary economic assessment for Tony M and continued drilling in Canada, the U.S. and through the Purepoint Joint Venture. Actual value creation will depend on future drill results, study outcomes and completion of the Toro transaction as described.

Exploration and evaluation spending $7,172,099 Three months ended March 31, 2026
Net (loss) income $(1,502,775) Three months ended March 31, 2026
Cash and cash equivalents $130,537,804 As of March 31, 2026
Adjusted working capital $183,253,876 As of March 31, 2026
Total assets $494,317,459 As of March 31, 2026
2026 bought deal financing 3,833,410 shares at $15.00 Gross proceeds approximately $57.5 million
2026 concurrent private placement to NexGen 1,666,667 shares at $15.00 Gross proceeds approximately $25.0 million
Equity distribution agreement capacity $50.0 million ATM Program under April 17, 2026 Distribution Agreement
Adjusted working capital financial
"adjusted working capital of $183,253,876 (as defined in “Non-IFRS Financial Measures” below)"
Preliminary Economic Assessment financial
"The Company intends to commence a Preliminary Economic Assessment (“PEA”) in 2026"
A preliminary economic assessment is an initial analysis that estimates the potential profitability and feasibility of a project or resource, such as a new mineral deposit or development venture. It provides a rough idea of costs, benefits, and risks, helping investors decide whether to pursue more detailed studies. This early evaluation is important because it offers a snapshot of whether the project is worth further investment and development.
Flow-through share premium liability financial
"include a flow-through share premium liability of $2,909,206 relating to the February 2025 Financing"
Convertible debentures financial
"unsecured convertible debentures issued on December 6, 2022 (the “2022 Debentures”)"
Convertible debentures are loans a company issues that pay interest like a bond but can be swapped later for the company’s shares at a set price. For investors they act like a safety-net plus a shortcut: you get regular interest payments while retaining the option to join ownership if the share price rises, which offers upside potential but can dilute existing shareholders if conversion occurs.
Scheme of arrangement financial
"to acquire all of the issued and outstanding ordinary shares of Toro Energy ... by way of a scheme of arrangement"
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.
At-the-market offering financial
"distribute up to $50.0 million of its common shares ... at prices related to prevailing market prices or at negotiated prices. (the “ATM Program”)"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

 

 

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 May 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 401

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  x

 

 

 

 

 

INCORPORATION BY REFERENCE

 

The exhibits to this report on Form 6-K are incorporated by reference into, and as exhibits to, the Registration Statements on Form F-10 (Commission File No. 333-292714) and Form S-8 (Commission File No. 333-287876) of the registrant, IsoEnergy Ltd.

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number Description

 

99.1 Management’s Discussion and Analysis for the three months ended March 31, 2026 and 2025
99.2 Unaudited Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2026 and 2025

 

 

 

 

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: May 6, 2026 By:

/s/ Graham du Preez 

    Name: Graham du Preez
    Title: Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

For the Three Months Ended March 31, 2026 and 2025

 

Dated: May 6, 2026

 

 

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

GENERAL INFORMATION

 

This Management’s Discussion and Analysis (“MD&A”) is management’s interpretation of the results and financial condition of IsoEnergy Ltd. and its subsidiaries (“IsoEnergy” or the “Company”) for the three months ended March 31, 2026 and includes events up to the date of this MD&A. This discussion should be read in conjunction with the unaudited condensed consolidated interim financial statements for the three months ended March 31, 2026 and 2025 and the notes thereto (the “Interim Financial Statements”) and other corporate filings, including the Company’s audited consolidated financial statements for the years ended December 31, 2025 and 2024 and the notes thereto (the “Annual Financial Statements”) and the Annual Information Form for the year ended December 31, 2025 (the “AIF”), which have been filed on and are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. All dollar figures stated herein are expressed in Canadian dollars and referenced as “$”, unless otherwise specified. Monetary amounts expressed in US dollars and Australian dollars are referenced as “US$” and “AUD$”, respectively. This MD&A contains forward-looking information. Please see “Note Regarding Forward-Looking Information” for a discussion of certain of the risks, uncertainties and assumptions used to develop the Company’s forward-looking information.

 

Technical Disclosure

 

All scientific and technical information in this MD&A has been reviewed and approved by Dr. Dan Brisbin, P.Geo., Ph.D., IsoEnergy’s Vice-President, Exploration. Dr. Brisbin is a “Qualified Person” for the purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). Dr. Brisbin has verified the data disclosed, including sampling, analytical and test data.

 

All chemical analyses disclosed in this MD&A were completed for the Company by SRC Geoanalytical Laboratories in Saskatoon, Saskatchewan, which is independent of the Company.

 

All references in this MD&A to “Mineral Resource”, “Inferred Mineral Resource”, “Indicated Mineral Resource”, and “Mineral Reserve” have the meanings ascribed to those terms by the Canadian Institute of Mining, Metallurgy and Petroleum, as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as amended.

 

For additional information regarding the Company’s 100% owned Larocque East, Tony M, and Radio Projects and its 50% owned Thorburn Lake Project, including its Quality Assurance and Quality Control (“QA/QC”) and data verification procedures, please see the AIF and corresponding technical reports entitled “Technical Report on the Larocque East Project, Northern Saskatchewan, Canada” prepared by SLR Consulting (Canada) Ltd. and dated effective July 8, 2022 (the “Larocque East Technical Report”), “Technical Report on the Tony M Mine, Utah, USA, Report for NI 43-101” prepared by SLR International Corporation and dated effective September 9, 2022 (the “Tony M Technical Report”), “Technical Report for the Radio Project, Northern Saskatchewan” prepared by Tim Maunula, P. Geo. and dated effective August 19, 2016 and “Technical Report for the Thorburn Lake Project, Northern Saskatchewan” prepared by Tim Maunula, P. Geo. and dated effective September 26, 2016, all of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.

 

Each of the Mineral Resource estimates with respect to the properties of IsoEnergy contained in this MD&A, except for the Larocque East Project and the Tony M Mine, are considered to be “historical estimates” as defined under NI 43-101 and are not considered to be current by IsoEnergy. See “Historical Estimates” for additional details.

 

1

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Differences in United States and Canadian Reporting Practices

 

This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ in certain material respects from the disclosure requirements promulgated by the Securities and Exchange Commission (the “SEC”). For example, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are Canadian mining terms as defined in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the disclosure requirements promulgated by the SEC. Accordingly, information contained in this MD&A may not be comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements. The Company prepares its financial statements, which are referred to in this MD&A, in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), and the audit of its annual financial statements is subject to auditing and independence standards of the Public Company Accounting Oversight Board in the United States.

 

Industry and Economic Factors that May Affect the Business

 

The business of mining for minerals involves a high degree of risk. IsoEnergy is an exploration and development company and is subject to risks and challenges similar to companies in a comparable stage and industry. These risks include, but are not limited to, the challenges of securing adequate capital; exploration, development and operational risks inherent in the mining industry; changes in government policies and regulations; the ability to obtain the necessary permitting; as well as global economic and uranium price volatility; all of which are uncertain.

 

As with other companies involved with mineral exploration and development, the Company is subject to cost inflation on exploration drilling and development activities and the Company may experience difficulty and / or delays in securing goods (including spare parts) and services from time-to-time.

 

The underlying value of the Company’s exploration and development assets is dependent upon the existence and economic recovery of Mineral Reserves and is subject to, among others, the risks and challenges identified above. Changes in future conditions could require material write-downs of the carrying value of the Company’s exploration and development assets. The Company does not have any current Mineral Reserves.

 

In particular, the Company does not generate revenue. As a result, IsoEnergy continues to be dependent on third party financing to continue exploration and development activities on the Company’s properties. Accordingly, the Company’s future performance will be most affected by its access to financing, whether debt, equity or other means. Access to such financing, in turn, is affected by general economic conditions, the price of uranium, exploration risks and the other factors some of which are described in the section entitled “Risk Factors” included below.

 

ABOUT ISOENERGY

 

IsoEnergy’s principal business activity is the acquisition, exploration and development of uranium mineral properties in Canada, the United States, and Australia. The Company’s common shares trade on the Toronto Stock Exchange (the “TSX”) under the trading symbol “ISO”, and as of May 5, 2025, trade on the NYSE American LLC (the “NYSE American”) under the trading symbol “ISOU”. The Company exists under the Business Corporations Act (Ontario).

 

On March 20, 2025, the Company completed the consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for every four pre-consolidation common shares and any fractional shares were rounded down to the nearest whole common share (the “Share Consolidation”). The Share Consolidation was implemented in connection with the Company’s application to list its common shares on the NYSE American.

 

As of the date hereof, NexGen Energy Ltd. (“NexGen”) holds approximately 29.9% of IsoEnergy’s outstanding common shares.

 

2

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

The Company is currently advancing its Larocque East Project in the Athabasca Basin, Saskatchewan, Canada, which is home to the Hurricane deposit (“Hurricane” or the “Hurricane Deposit”), which has the world's highest grade published Indicated uranium Mineral Resource – 48.6 million pounds of U3O8 at an average grade of 34.5% contained in 63,800 tonnes. The Company also holds a portfolio of permitted, past-producing conventional uranium mines in Utah with toll milling agreements in place with Energy Fuels Inc. (“Energy Fuels”). These mines are currently on stand-by, ready for a potential restart as market conditions permit, positioning IsoEnergy as a near-term uranium producer. The Company also has a 50% interest in a joint venture with Purepoint Uranium Group Inc. (“Purepoint Uranium”), with respect to a portfolio of exploration projects in the Athabasca Basin (the “Purepoint Joint Venture”). The Company’s portfolio includes projects and equity holdings in companies with uranium assets at varying stages of exploration and development, providing near, medium, and long-term leverage to rising uranium prices. None of the Company’s projects are currently in production and no decisions have been made to bring any of the Company’s projects to the production stage.

 

 

 

* Equity holdings include investments in NexGen, Premier American Uranium Inc., Atha Energy Corp., Purepoint Uranium, Future Fuels Inc., Jaguar Uranium Corp., and Orpheus Uranium Ltd. based on market close of April 27, 2026, and Royal Uranium Inc. at its implied fair value on the same date.

 

IsoEnergy’s uranium mineral properties are reflected below.

 

 

 

1.For additional information please refer to the Tony M Technical Report (as defined herein).

2.This estimate is a “historical estimate” as defined under NI 43-101. A Qualified Person has not done sufficient work to classify the historical estimate as current Mineral Resources and the Company is not treating the historical estimate as current Mineral Resources. See “Historical Estimates” below for additional details.

3.For additional information please refer to the Larocque East Technical Report (as defined herein).

 

As an exploration stage company, IsoEnergy does not have revenues and is expected to generate operating losses. As of March 31, 2026, the Company had cash and cash equivalents of $130,537,804, an accumulated deficit of $105,174,420, and adjusted working capital of $183,253,876 (as defined in “Non-IFRS Financial Measures” below).

 

3

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

YEAR-TO-DATE 2026 HIGHLIGHTS

 

·Exploration update in the Athabasca Basin and Utah

 

A total of 6,804 metres of drilling in 17 diamond drill holes were completed for the 2026 winter exploration program at the Larocque East Project. The program focused on drilling at the Hurricane Deposit and testing greenfield targets up to three kilometers along the Larocque regional geological-geophysical corridor (the “Larocque Trend”) (Figure 2). Mineralization was intersected in multiple holes along the South Trend of the Larocque East Project. The 2026 exploration program at the Dorado Project, operated through the Purepoint Joint Venture, was completed in nine holes totalling 5,210 metres which was successful in extending the uranium mineralization at the project.

 

Mobilization of drilling equipment for the exploration program at the Flatiron Project in Utah has been completed. The drilling program at the Flatiron Project is expected to commence shortly, which plans for the drilling of seven surface rotary holes totalling 11,000 feet.

 

·Commencement of key work programs at Tony M

 

The Company completed the mining component of a bulk sample program, which is a critical step in defining the scope and economics of potential future production. The results of the bulk sample program are currently being evaluated, and its results are intended to be used as inputs in other studies planned for 2026. The Tony M Mine remains fully permitted and the results of the completed bulk sample program and planned technical studies are expected to assist in the planning of future mining activities and the determination of a uranium price that may support mining activities at the Tony M Mine.

 

·Base Shelf Prospectus

 

The Company filed a final base shelf prospectus (the “Prospectus”) in Canada and a registration statement in the United States on January 13, 2026. The Prospectus provided for the offering up to $250 million in aggregate of common shares, warrants, units, debt securities, and subscription receipts of the Company in Canada and the United States for a period of 25 months following the filing of the Prospectus.

 

·2026 Financing and Concurrent Private Placement

 

On January 27, 2026, the Company closed a “bought deal” financing whereby the Company issued 3,833,410 common shares at a price of $15.00 per share for gross proceeds of approximately $57.5 million (the “2026 Financing”). The underwriters were paid a cash commission of 5% of the gross proceeds of the 2026 Financing.

 

Concurrent with the 2026 Financing, the Company completed a non-brokered private placement whereby the Company issued 1,666,667 common shares to NexGen at a price of $15.00 per share for gross proceeds of approximately $25.0 million (the “2026 Concurrent Private Placement”). The 2026 Concurrent Private Placement enabled NexGen to maintain its pro-rata ownership interest in the Company.

 

·Launch of At-The-Market equity program

 

On April 17, 2026, the Company entered into an equity distribution agreement (the “Distribution Agreement”) with a group of agents (the “Agents”). The Distribution Agreements allows to Company to distribute up to $50.0 million of its common shares, through the Agents, through the NYSE American or TSX (the “ATM Program”) at prices related to prevailing market prices or at negotiated prices.

 

4

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

DISCUSSION OF OPERATIONS

 

Three months ended March 31, 2026

 

During the three months ended March 31, 2026, the Company incurred $7,172,099 of exploration and evaluation spending on its exploration properties globally, as set out below. Most of the expenditures were at the Company’s Larocque East Project in the Athabasca Basin as further discussed below. See “Outlook” below for future exploration plans.

 

Exploration and evaluation spending

 

   Canada   United States   Australia   Total 
Drilling  $2,552,686   $12,416   $-   $2,565,102 
Studies and mine site management   -    1,272,651    -    1,272,651 
Labour and wages   606,642    311,685    46,248    964,575 
Camp costs   742,870    9,813    -    752,683 
Community relations   146,489    -    -    146,489 
Geological and geophysical   116,860    27,742    -    144,602 
Geochemistry and assays   125,201    6,477    -    131,678 
Claim holding costs and advance royalties   47,223    38,988    34,202    120,413 
Travel   99,110    18,492    1,724    119,326 
Health, safety and environmental   58,523    32,336    21,661    112,520 
Net extension of claim payments   74,125    -    -    74,125 
Other   231,905    53,844    22,799    308,548 
Cash expenditures  $4,801,634   $1,784,444   $126,634   $6,712,712 
Share-based compensation   304,431    154,956    -    459,387 
Total expenditures  $5,106,065   $1,939,400   $126,634   $7,172,099 

 

5

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Canada

 

Expenditures on the Company’s properties in Canada were primarily focused on the following projects in the Athabasca Basin (Figure 1) during the year ended December 31, 2025:

 

   Larocque East   Dorado   Other   Total 
Drilling  $1,950,885   $601,801   $-   $2,552,686 
Camp costs   441,211    217,064    84,595    742,870 
Labour and wages   378,668    113,925    114,049    606,642 
Community Relations   97,191    26,303    22,995    146,489 
Geochemistry and assays   112,450    -    12,751    125,201 
Geological and geophysical   9,153    1,750    105,957    116,860 
Travel   51,095    46,925    1,090    99,110 
Net extension of claim payments   -    -    74,125    74,125 
Health, safety and environmental   50,118    86    8,319    58,523 
Claim holding costs   -    -    47,223    47,223 
Other   34,572    158,767    38,566    231,905 
Cash expenditures  $3,125,343   $1,166,621   $509,670   $4,801,634 
Share-based compensation   192,587    -    111,844    304,431 
Total expenditures  $3,317,930   $1,166,621   $621,514   $5,106,065 

 

Figure 1 – Location of the Company’s exploration projects in the eastern Athabasca Basin, highlighting projects on which work is planned in 2026

 

 

 

6

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Larocque East Project

 

Winter 2026 – Diamond Drilling

 

The winter 2026 drilling program focused on testing resource expansion targets at the Hurricane Deposit and testing greenfield targets up to three kilometres east along the Larocque Trend. The Company initially planned for 13 diamond drill holes totalling 5,200 metres and successfully expanded the program to complete 17 diamond drill holes totaling 6,804 metres.

 

The winter 2026 drilling program focused on resource expansion targets along the North and South Trends (Figure 2). Uranium mineralization was intersected on both trends, which built upon intersections along these two trends from the 2025 exploration programs. Strongly elevated radioactivity was intersected in multiple holes along the South Trend in winter 2026, which emphasizes the growing scale and prospectivity of this trend. This was highlighted by drill hole LE26-248 which returned an average RS-125 spectrometer reading on drill core of 30,050 counts per second (“cps”) over 1.0 metres within a broader zone of 11,275 cps over 3.5 meters, in the newly interpreted L Fault Zone within the South Trend (Figure 3).

 

The full suite of geochemical assays and structural interpretations of the winter 2026 drill program, once received, will be used to fully inform drill targets and exploration targets for the summer 2026 drill and exploration programs at Larocque East.

 

See the Company’s press releases dated January 20, 2026 entitled “IsoEnergy Commences 2026 Winter Drilling Program at the Larocque East Project, Athabasca Basin” and April 7, 2026 entitled “IsoEnergy Winter Drilling Intersects Radioactivity in Multiple Holes, Including 30,050 cps over 1.0 Metre, in a Newly Reinterpreted Fault Zone on the South Trend of the Hurricane Deposit” for additional information regarding the plans and results for the winter 2026 exploration program.

 

Figure 2 – 2026 winter drill holes in the Hurricane Deposit area. Mineralization highlights are U3O8 for selected pre-2026 drill holes and cps measured on drill core with an RS-125 handheld spectrometer for 2026 drill holes.

 

 

 

7

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Figure 3 – Hurricane deposit cross section 4485E showing location of strongly elevated radioactivity intersected at the unconformity in 2026 drill hole LE26-248 along the newly reinterpreted L Fault Zone with the Hurricane South Trend. The cross section is drawn looking east and depicts geology from approximately 100 metres above the unconformity to approximately 150 metres below the unconformity.

 

 

 

Dorado Project (Purepoint Joint Venture)

 

Winter 2026 – Drilling

 

The winter 2026 drilling program at the Dorado Project, operated by Purepoint Uranium, was completed with nine holes totaling 5,210 metres. The winter 2026 drilling program focused on expanding the high-grade Nova Discovery (Figure 4) and the holes drilled successfully expanded uranium mineralization at the Nova Discovery and extended the geologic contact for a strike length of one kilometre. This was highlighted by drill holes NV26-05 which had an average of 17,700 cps over 1.8 metres and NV26-03A which had an average of 10,600 cps over 1.7 metres. The winter 2026 drill program resulted in establishing a refined targeting framework for continued expansion.

 

Drilling is planned at the Dorado Project in late June 2026 and an airborne Mobile MagnetoTellurics (“MobileMT”) survey is planned over the entire Dorado project in the summer of 2026. Once the 2026 exploration programs at Dorado are completed and the full suite of geochemical assays and structural interpretations are received, the results will be used to fully inform future drill targets and exploration targets at the Dorado project.

 

8

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Figure 4 – Location Map of Winter 2026 Drill Program at the Nova Discovery in the Dorado Project

 

 

 

Other Canadian projects

 

The majority of spending at other Canadian projects was for planning 2026 fieldwork and reporting on 2025 fieldwork at the Matoush project in Quebec. The Company also spent $8,276 to stake several claims extensions along the Larocque East, Hawk, and East Rim projects in the Athabasca Basin.

 

United States

 

Expenditure on the Company’s properties in the United States during the three months ended March 31, 2026 was primarily at the Tony M Mine in Utah.

 

Tony M Mine

 

The Company completed a bulk sample program, which involved the extraction of approximately 2,100 wet tons of mineralized material. The bulk sample program was executed by the Company using contract mining services provided by GenX Mining Contractors, LLC. The results of the bulk sample program, once fully evaluated, are intended to be inputs in other studies planned for 2026. See the Company’s press release dated April 23, 2026 entitled “IsoEnergy Continues Systematic Drill Testing at Flatiron, Targeting Growth Near Tony M Mine, Utah and Provides Bulk Sample Update” and “Outlook” below for additional information regarding an update of the bulk sample program and the Company’s planned 2026 work program at the Tony M Mine, respectively.

 

9

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Claim Staking and Claim Maintenance

 

The Company incurred $38,988 in expenditure on annual state lease fees, advance royalties, other short-term lease payments, and land management fees related to the Company’s properties in Utah during the three months ended March 31, 2026.

 

Year ended December 31, 2025

 

During the year ended December 31, 2025, the Company incurred $24,392,910 of exploration and evaluation spending on its exploration properties globally, as set out below. Most of the expenditures were at the Company’s Larocque East Project in the Athabasca Basin.

 

Exploration and evaluation spending

 

   Canada   United States   Australia   Total 
Drilling  $7,821,156   $397,746   $-   $8,218,902 
Geological and geophysical   3,330,111    134,975    283,024    3,748,110 
Labour and wages   1,913,377    1,311,461    8,871    3,233,709 
Camp costs   2,180,807    41,733    69,269    2,291,809 
Studies and mine site management   124,041    1,525,816    -    1,649,857 
Claim holding costs and advance royalties   73,058    765,577    228,458    1,067,093 
Travel   385,270    101,682    64,016    550,968 
Community relations   541,625    -    -    541,625 
Geochemistry and assays   415,649    25,929    23,744    465,322 
Health and safety and environmental   289,535    11,533    66,696    367,764 
Net extension of claim refunds   (71,408)   -    -    (71,408)
Other   569,380    359,155    20,031    948,566 
Cash expenditures  $17,572,601   $4,675,607   $764,109   $23,012,317 
Share-based compensation   893,360    476,215    11,018    1,380,593 
Total expenditures  $18,465,961   $5,151,822   $775,127   $24,392,910 

 

10

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Expenditures on the Company’s properties in the Athabasca Basin (Figure 1) and Quebec were primarily focused on the following projects during the year ended December 31, 2025:

 

   Larocque
East
   Hawk   Purepoint JV   East Rim   Other   Total 
Drilling  $4,725,149   $1,809,965   $1,286,042   $-   $-   $7,821,156 
Geological and geophysical   122,066    911,135    62,584    799,979    1,434,347    3,330,111 
Camp costs   1,170,260    606,487    255,907    -    148,153    2,180,807 
Labour and wages   1,014,640    319,034    247,224    75,689    256,790    1,913,377 
Community Relations   279,082    138,051    67,506    20,592    36,394    541,625 
Geochemistry and assays   257,665    39,744    75,515    -    42,725    415,649 
Travel   224,865    16,286    34,281    -    109,838    385,270 
Health and safety and environmental   274,047    8,074    2,903    1,208    3,303    289,535 
Studies   -    -    -    -    124,041    124,041 
Claim holding costs   -    -    -    -    73,058    73,058 
Net extension of claim refunds   -    -    -    -    (71,408)   (71,408)
Other   68,456    29,710    196,595    1,981    272,638    569,380 
Cash expenditures  $8,136,230   $3,878,486   $2,228,557   $899,449   $2,429,879   $17,572,601 
Share-based compensation   432,835    216,281    120,406    50,101    73,737    893,360 
Total expenditures  $8,569,065   $4,094,767   $2,348,963   $949,550   $2,503,616   $18,465,961 

 

Expenditure on the Company’s properties in the United States was as follows during the year ended December 31, 2025:

 

   Tony M   Henry
Mountains
   Coles Hill   Other   Total 
Studies and mine site management  $805,029   $-   $720,787   $-   $1,525,816 
Labour and wages   834,536    419,183    35,283    22,459    1,311,461 
Claim holding costs and advance royalties   464,482    80,920    -    220,175    765,577 
Drilling   -    397,746    -    -    397,746 
Geological and geophysical   -    13,723    -    121,252    134,975 
Travel   10,887    51,462    12,117    27,216    101,682 
Camp costs   -    41,244    -    489    41,733 
Geochemistry and assays   -    25,929    -    -    25,929 
Health, safety and environmental   4,347    -    -    7,186    11,533 
Other   69,503    -    -    289,652    359,155 
Cash expenditures  $2,188,784   $1,030,207   $768,187   $688,429   $4,675,607 
Share-based compensation   257,179    160,279    -    58,757    476,215 
Total expenditures  $2,445,963   $1,190,486   $768,187   $747,186   $5,151,822 

 

11

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

OUTLOOK

 

The Company intends to actively explore all its exploration projects as and when resources permit (other than at the Bulyea River project as discussed below in “Summary of Quarterly Results”). The nature and extent of further exploration on any of the Company’s properties, however, will depend on the results of completed and ongoing exploration activities, an assessment of the Company’s recently acquired properties and the Company’s financial resources.

 

Activities in Canada for 2026 include completing analysis of the results of the 2026 winter exploration program and preparing for drilling in the summer of 2026 at Larocque East, with the continued focus of testing resource expansion potential near the Hurricane Deposit and evaluating greenfield targets along the Larocque Trend, as further outlined in “Discussion of Operations” above. Other planned activities in Canada for 2026 include completing geophysical surveys and interpretation at the Evergreen, East Rim, Ranger, Trident, and Hawk projects in the Athabasca Basin, as well as completing geological fieldwork at the Matoush project in Quebec. Remaining activities at the Dorado Project, operated by Purepoint Uranium, include completing a drilling program and a MobileMT survey during the summer of 2026. Once the evaluation of exploration results from the 2026 exploration programs are completed, this information will be used to propose future detailed exploration work.

 

The Company’s planned work program at the Tony M Mine in 2026 includes completing the analysis of the results of the bulk sample program. The Company intends to commence a Preliminary Economic Assessment (“PEA”) in 2026, incorporating the results from the bulk sample program. The PEA will provide an incentive uranium price for production and a basis for advancing detailed mine planning, finalizing potential restart sequencing, and assessing possible timing of a potential production decision. Activities in the US in 2026 also include completing the 2026 drilling program at the Flatiron Project and the 2026 exploration programs at the Daneros, and Sage Plain projects, in Utah. The target area of the planned drilling at the Flatiron Project is intended to follow up on the three drill holes completed in 2025.

 

The Company intends to complete internal technical studies on several non-material properties in 2026.

 

SELECTED FINANCIAL INFORMATION

 

Management is responsible for the Interim Financial Statements referred to in this MD&A. The Audit Committee of the Board of Directors (the “Board”) has been delegated the responsibility to review the Interim Financial Statements and MD&A and make recommendations to the Board. The Board is responsible for final approval of the Interim Financial Statements and MD&A.

 

The Interim Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”) as issued by the IFRS and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The Company’s presentation currency and the functional currency of its Canadian operations is Canadian dollars; the functional currency of its Australian operations is the Australian dollar; and the functional currency of its United States operations is the US dollar.

 

The Company’s Interim Financial Statements have been prepared using IFRS applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The ability of the Company to continue as a going concern is dependent on its ability to obtain financing and achieve future profitable operations.

 

12

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Financial Position

 

The following financial data is derived from and should be read in conjunction with the Interim Financial Statements and the Annual Financial Statements. As an exploration stage company, IsoEnergy does not have revenues.

 

   March 31, 2026   December 31, 2025   December 31, 2024 
Exploration and evaluation assets  $289,997,926   $279,091,819   $262,291,098 
Total assets   494,317,459    416,958,281    340,835,023 
Total current liabilities   10,853,370    12,399,489    35,103,977 
Total non-current liabilities   3,113,351    3,132,706    2,567,887 
Adjusted working capital(1)   183,253,876    116,743,618    56,116,942 
Cash dividends declared per share               Nil                 Nil                 Nil  

 

 

(1)Adjusted working capital is a non-IFRS financial measure, as discussed below, and is defined as current assets less current liabilities, excluding flow-though share premium liabilities and convertible debenture liabilities.

 

In the three months ended March 31, 2026, the Company capitalized $7,172,099 of exploration and evaluation costs, before movements in foreign exchange rates, as further described in “Discussion of Operations” above. Total assets increased primarily due to $57,501,150 raised in the 2026 Financing and $25,000,005 raised in the January 2026 Concurrent Private Placement, with associated share issuance costs of $4,022,591. Total assets also increased from the receipt of $4,498,560 of common shares of Jaguar Uranium Corp. (“Jaguar Uranium”) as the remaining consideration pursuant to the sale of the Company’s Argentina assets that was completed in July 2024. Increases to total assets were partially offset by a decrease in the fair value of marketable securities of $9,857,333 during the three months ended March 31, 2026.

 

Current liabilities as at March 31, 2026, include a flow-through share premium liability of $2,909,206 relating to the February 2025 Financing (as defined herein). Accounts payable and accrued liabilities decreased by $338,873 during the three months ended March 31, 2026 mostly due to the completion of the 2026 winter exploration program at Larocque East. The fair value of the US$4 million in principle of unsecured convertible debentures issued on December 6, 2022 (the “2022 Debentures”) increased by $574,096 during the three months ended March 31, 2026. Adjusted working capital increased during the three months ended March 31, 2026 mainly due to the 2026 Financing and 2026 Concurrent Private Placement.

 

Proposed Transaction

 

On October 12, 2025, the Company and Toro Energy Limited (“Toro Energy”) entered into a scheme implementation deed (the “SID”) pursuant to which IsoEnergy, through one of its wholly owned subsidiaries, has agreed to acquire all of the issued and outstanding ordinary shares of Toro Energy (the “Toro Energy Shares”) by way of a scheme of arrangement under Australia’s Corporations Act 2001 (Cth) (the “Toro Scheme”). Toro Energy is an Australian Securities Exchange (“ASX”) listed company that owns 100% of the Wiluna uranium project in Western Australia, Australia, as well as other exploration stage uranium properties in Australia.

 

Under the terms of the SID, shareholders of Toro Energy (the “Toro Energy Shareholders”) will receive 0.036 of a common share of IsoEnergy for each Toro Energy Share. Completion of the Toro Scheme is subject to various conditions, including but not limited to: approval of Toro Energy Shareholders; court approval; applicable regulatory approvals, including approval of the ASX, TSX, and NYSE American; and an independent expert concluding and continuing to conclude that the Toro Scheme is in the best interests of Toro Energy Shareholders. Following the completion of the Toro Scheme, the IsoEnergy common shares will continue to trade on the TSX and NYSE American and the Toro Energy Shares will be delisted from the ASX. The Toro Scheme is expected to close in the first half of 2026.

 

13

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Subsequent to March 31, 2026, IsoEnergy agreed to provide an unsecured bridge loan of up to AUD$2,000,000 million to Toro Energy (the “Loan Agreement”), with an interest rate of 10% per annum up to and including June 30, 2026, increasing to 15% per annum thereafter. The Loan Agreement has a maturity date of December 31, 2026, or earlier under certain circumstances. The principal amount and accrued interest on the Loan Agreement can be prepaid by Toro Energy, in its sole discretion, prior to the maturity date. Drawdowns pursuant to the Loan Agreement will be utilized for working capital and to satisfy other obligations of Toro Energy through to the closing of the SID. On May 6, 2026, Toro Energy drew down AUD$750,000 under the Loan Agreement.

 

Results of Operations

 

The following financial data is derived from and should be read in conjunction with the Interim Financial Statements.

 

  

For the three months

ended March 31

 
   2026   2025 
General and administrative costs          
Share-based compensation  $2,624,482   $1,945,839 
Administrative salaries, contractor and directors’ fees   858,797    795,314 
Investor relations   368,255    220,956 
Office and administrative   262,276    244,000 
Professional and consultant fees   717,903    1,060,811 
Travel   180,903    176,025 
Public company costs   567,778    145,726 
Total general and administrative costs  $(5,580,394)  $(4,588,671)
Interest income   789,414    310,297 
Interest expense   (35,140)   (41,879)
Interest on convertible debentures   (137,187)   (262,550)
Fair value loss on convertible debentures   (573,612)   (288,582)
Gain on disposal of assets   4,498,560    10,369,031 
Foreign exchange gain   149,395    6,919 
Other income   19,240    431,921 
(Loss) income from operations  $(869,724)  $5,936,486 
Deferred income tax expense   (633,051)   (830,871)
(Loss) income for the period  $(1,502,775)  $5,105,615 
(Loss) income per share – basic  $(0.03)  $0.11 
(Loss) income per share – diluted  $(0.03)  $0.10 

 

Three months ended March 31, 2026

 

During the three months ended March 31, 2026, the Company recorded a net loss of $1,502,775, compared to net income of $5,105,615 in the three months ended March 31, 2025. The main driver of the difference between the two periods was a gain on disposal of $4,498,560 recorded in the current period from the receipt of the remaining consideration from the sale of the Argentina reporting segment, which was accounted for as a contingent asset until it was received, compared to $10,369,031 recorded in the prior period relating to the sale of the Mountain Lake property. The decrease from net income in the prior period to a net loss in the current period was also due to an increase in general and administrative costs of $991,723, as further described below. Other factors causing the difference between the two periods are further described below.

 

14

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

General and administrative costs

 

Share-based compensation was $2,624,482 in the three months ended March 31, 2026, compared to $1,945,839 in the three months ended March 31, 2025. The share-based compensation expense is a non-cash charge based on the Black-Scholes value of stock options, calculated using the graded vesting method. Stock options granted to directors, consultants and employees typically vest in three tranches – 1/3 immediately, 1/3 on the first anniversary of the grant date, and the remaining 1/3 on the second anniversary of the grant date, with the corresponding share-based compensation expense being recognized over this period. The increase in the current period was primarily due to a higher number of stock options granted during the three months ended March 31, 2026 compared to the prior period.

 

Administrative salaries, contractor and directors’ fees increased slightly from the prior period primarily due to the addition of the Vice President, Strategy and Commercial in the three months ended December 31, 2025.

 

Investor relations expenses relate primarily to costs incurred in communicating with existing and potential shareholders, conferences and marketing. The increase in the current period is primarily due to additional marketing activities in the United States, Europe, and Asia.

 

Office and administrative expenses primarily consist of office operating costs and other general administrative costs. Office and administrative expenses were similar in both periods.

 

Professional fees were lower than the prior period mainly due to legal and advisory fees related to the terminated transaction with Anfield Energy Inc. during the three months ended March 31, 2025.

 

Travel expenses primarily relate to travel and accommodation costs for conferences, business development activities, public relations activities, and general corporate purposes. Travel costs were similar in both periods.

 

Public company costs consist primarily of costs associated with the Company’s continuous disclosure obligations, listing fees, directors and officers insurance, transfer agent costs, press releases and other shareholder communications. The increase in public company costs is primarily due to the additional costs of sustaining a listing on the NYSE American, including the amortization of the premium for additional Director and Officer insurance.

 

Other items

 

Interest expense on the Debentures (as defined herein) was $137,187 in the three months ended March 31, 2026, which decreased from $262,550 in the three months ended March 31, 2025. The 2022 Debentures bear interest of 10% per annum and is payable, with a combination of cash and common shares of the Company, on June 30 and December 31. The decrease is primarily due to the US$6 million principal of unsecured convertible debentures issued on August 18, 2020 (the “2020 Debentures”) being fully converted by August 1, 2025.

 

The fair value of the 2022 Debentures on March 31, 2026 was $6,004,955 compared to $5,430,859 on December 31, 2025. The increase in fair value includes $573,612 recorded in the statement of income and a fair value increase attributable to the change in credit risk of $484 included in other comprehensive income (loss). The 2022 Debentures are classified as measured at fair value through profit and loss. In accordance with IFRS 9 – Financial Instruments, the part of a fair value change due to an entity’s own credit risk is presented in other comprehensive income (loss). As of March 31, 2026, the time to maturity of the 2022 Debentures was 1.7 years.

 

Foreign exchange gain was $149,395 in the three months ended March 31, 2026, compared to a gain of $6,919 in the three months ended March 31, 2025, and mainly relates to exchange movements on an increased cash balance denominated in United States dollars held by the Company.

 

15

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Other income was $19,239 in the three months ended March 31, 2026, compared to $431,921 in the three months ended March 31, 2025. This primarily relates to timber sales earned from the Company’s operations in the US in the prior period, of which no such sales occurred in the current period.

 

The Company records a deferred tax recovery or expense which is comprised of a recovery on losses or expense on gains recognized in the period and, when applicable, the release of flow-through share premium liability which is offset by the renunciation of flow-through share expenditures to shareholders. In the three months ended March 31, 2026, this resulted in an expense of $633,051, compared to an expense of $830,871 in the three months ended March 31, 2026. The decrease in expense is mostly due to a lower gain on sale compared to the prior period.

 

SUMMARY OF QUARTERLY RESULTS

 

The following information is derived from the Company’s Interim Financial Statements and Annual Financial Statements prepared in accordance with IFRS. The information below should be read in conjunction with the Company’s interim and annual financial statements for each of the past seven quarters.

 

   Mar. 31, 2026   Dec. 31, 2025   Sep. 30, 2025   Jun. 30, 2025 
Revenue                 Nil                   Nil                   Nil                   Nil  
Net (loss) income  $(1,502,775)  $(4,632,620)  $287,876   $(1,887,270)
Net (loss) income per share:                    
   Basic  $(0.03)  $(0.08)  $0.01   $(0.04)
   Diluted  $(0.03)  $(0.08)  $(0.01)  $(0.04)

 

   Mar. 31, 2025   Dec. 31, 2024   Sep. 30, 2024   Jun. 30, 2024 
Revenue                 Nil                   Nil     Nil     Nil  
Net income (loss)  $5,105,615   $(35,505,105)  $4,159,285   $(6,059,293)
Net income (loss) per share: (1)                    
   Basic  $0.11   $(0.79)  $0.09   $(0.13)
   Diluted  $0.10   $(0.89)  $0.00   $(0.13)
Loss from discontinued operations (2)   Nil    Nil   $(1,859)  $(55,133)
Loss from discontinued operations per share – basic and diluted (1)(2)   Nil    Nil   $(0.00)  $(0.00)

 

 

(1)Net income (loss) per share amounts in the three latter quarters presented are retroactively restated on a post-Share Consolidation basis. Refer to the discussion on the Share Consolidation above in “About IsoEnergy”.

(2)Loss from discontinued operations relates to the Argentina reporting segment which was disposed of during the three months ended September 30, 2024.

 

IsoEnergy does not derive any revenue from its operations. Its primary focus is the acquisition, exploration and development of mineral properties. As a result, the income (loss) per period has fluctuated depending on the Company’s activity level and periodic variances in certain items. Quarterly periods are therefore not comparable. As part of the Company’s strategy to evaluate additional Merger and Acquisition (“M&A”) opportunities throughout the life cycle of mineral properties, the Company may incur gains or losses related to such transactions or incur expenses for M&A opportunities that do not materialize. In the three months ended March 31, 2026, a gain of $4,498,560 was recorded on the receipt of common shares of Jaguar Uranium as the remaining consideration pursuant to the sale of the Argentina reporting segment; in the three months December 31, 2025, a gain of $2,250,000 was recorded on the receipt of common shares of Future Fuels as the remaining consideration pursuant to the sale of the Mountain Lake property; in the three months ended June 30, 2025, a gain of $820,394 was recorded on the sale of certain of the Company’s royalty assets; in the three months ended March 31, 2025, a $10,369,031 gain was recorded on the sale of the Mountain Lake property; in the three months ended December 31, 2024, a loss of $25,616,241 was recorded from the contribution of exploration and evaluation assets to the Purepoint Joint Venture; and in the three months ended September 30, 2024, a $5,300,611 gain was recorded on the disposal of its Argentina assets.

 

16

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

The Company also assesses for indicators of impairment on its property and equipment and exploration and evaluation assets quarterly, as required by the relevant IFRS. If such indicators are identified, an analysis to determine its recoverable value is performed and if such amount is lower than the carrying value, a loss is recognized for the difference. In the three months ended December 31, 2025, the Company expected to not currently continue exploration work at its Bulyea River property and recorded a write-down of $935,814. In the three months ended December 31, 2024, the Company identified indicators of impairment on certain exploration and evaluation assets located in the Athabasca Basin primarily as a result of the loss on the formation of the Purepoint Joint Venture and recorded a write-down of $14,342,736.

 

In the third quarter of 2020, the Company issued the 2020 Debentures and in the fourth quarter of 2022 issued the 2022 Debentures, both of which were and are, respectively, accounted for as measured at fair value through profit and loss, which has resulted in a gain on the revaluation of the Debentures in the three months ended September 30, 2024, three months ended December 31, 2024, three months ended June 30, 2025, three months ended September 30, 2025, three months ended December 31, 2025, and losses in every other period.

 

LIQUIDITY AND CAPITAL RESOURCES

 

IsoEnergy has no revenue-producing operations, earns only minimal interest income on cash, and is expected to have recurring operating losses. As of March 31, 2026, the Company had an accumulated deficit of $105,174,420.

 

During the three months ended March 31, 2026, the Company utilized cash on hand to invest $6,427,655 (net of changes in accounts payable) in exploration and evaluation assets, $2,634,898 for expenditure on its corporate and business development activities, including movements in working capital, and spent $3,931,793 (net of proceeds from disposals) to invest in common shares and/or warrants of marketable securities.

 

During the three months ended March 31, 2026, the Company received $78,478,564 in net proceeds from the 2026 Financing and the 2026 Concurrent Private Placement.

 

As of the date of this MD&A, the Company has approximately $128.5 million in cash, $53.1 million in marketable securities and $182.5 million in adjusted working capital.

 

The Company has fully funded its global exploration and pre-development activities, as well as any corporate initiatives and general working capital, up to the end of December 31, 2026. This includes costs associated with completing the Toro Scheme and funding future approved expenditures on the properties to be acquired from Toro Energy. The ability of the Company to continue as a going concern is dependent on its ability to obtain financing and achieve future profitable operations.

 

Should the Company require additional financing under its Prospectus or otherwise, Management will determine whether to accept any offer to finance, weighing such factors as the financing terms, the results of exploration programs and technical studies, the Company’s share price at the time and current market conditions, among others.

 

Circumstances that could impair the Company’s ability to raise additional funds include general economic conditions, the price of uranium and certain other factors set forth under “Risk Factors” below and above under “Industry and Economic Factors that May Affect the Business”. A failure to obtain financing as and when required, could require the Company to reduce its exploration and corporate activity levels.

 

17

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Use of Proceeds

 

On February 9, 2024, the Company completed a brokered “bought-deal” private placement for gross proceeds of $23.0 million (the “February 2024 Private Placement”). The proceeds from the February 2024 Private Placement were required to be and were spent on eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” by December 31, 2025.

 

On February 28, 2025, the Company completed a “bought deal” financing whereby the Company issued 1,333,825 “flow-through” common shares(1) at a price of $15.00 per share, for gross proceeds of approximately $20.0 million (the “February 2025 Financing”). Concurrent with the February 2025 Financing, the Company completed a non-brokered private placement whereby the Company issued 625,000 common shares(1) to NexGen for gross proceeds of approximately $6.3 million (the “2025 Concurrent Private Placement”). On June 24, 2025, the Company closed a “bought deal” financing whereby the Company issued 5,121,500 common shares at a price of $10.00 per share for gross proceeds of approximately $51.2 million (the “June 2025 Financing”). The proceeds from the February 2025 Financing are required to be spent on eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” (in each case as defined in the Income Tax Act (Canada) (the “Tax Act”)) by December 31, 2026 and the Company was required to and did renounce the full amount of the gross proceeds of the financing to the subscribers of the flow-through shares no later than December 31, 2025. The proceeds of 2025 Concurrent Private Placement were to be used for other non-qualifying expenditures on the exploration of the Company’s Canadian properties, costs associated with the listing on the NYSE American, and for working capital and general corporate purposes. The proceeds of the June 2025 Financing are expected to be used to fund continued development and further exploration of the Company’s mineral properties, and for general corporate purposes.

 

On January 27, 2026, the Company received total gross proceeds of $82.5 million from the January 2026 Financing and 2026 Concurrent Private Placement. The proceeds of these two financings are expected to be used to fund continued development and further exploration of the Company’s mineral properties, corporate development activities and investments, and for general corporate purposes.

 

(1)  The common shares issued are retroactively restated on a post-consolidation basis. Refer to the discussion on the Share Consolidation, as described above in “About IsoEnergy”.

 

18

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

The gross proceeds received from these financings have been used as follows as of March 31, 2026:

 

Proceeds  Anticipated use of
proceeds
   Actual use of
proceeds
   Remaining in
treasury
 
February 2024 Private Placement:               
Canadian exploration expenses  $23,000,000   $23,000,000   $- 
February 2025 Financing:  
Canadian exploration expenses   20,007,375    12,734,361    7,273,014 
2025 Concurrent Private Placement:               
Other exploration expenses   750,000    750,000    - 
NYSE American listing costs   2,000,000    1,601,097    398,303 
Costs associated with the financing   1,600,000    1,600,000    - 
General corporate purposes   1,900,000    596,152    1,303,848 
June 2025 Financing:               
Development and studies (US)   20,600,000    4,004,008    16,595,992 
Exploration (US, Australia)   12,100,000    1,045,415    11,054,585 
Land acquisitions, staking and holding   5,600,000    1,088,877    4,511,123 
Equity investments   2,500,000    2,500,000    - 
Acquisition- related expenditures   2,500,000    828,735    1,671,265 
General corporate purposes   5,615,000    -    5,615,000 
Costs associated with the financing   2,300,000    2,300,000    - 
January 2026 Financing and Concurrent Private Placement:               
Development and studies (US)   48,100,000    -    48,100,000 
Exploration (US)   6,800,000    -    6,800,000 
Land acquisitions, staking and holding   6,500,000    -    6,500,000 
Corporate development and investments   10,000,000    3,852,217    6,147,783 
Corporate and working capital   7,606,097    -    7,606,097 
Costs associated with the offering   3,495,058    3,495,058    - 
   $182,973,530   $59,395,920   $123,577,610 
Remaining in treasury from previous financings             6,960,194 
Remaining in treasury            $130,537,804 

 

The balance remaining in treasury are intended to be applied towards the intended uses of the subsequent financings described above. The Company’s properties are in good standing with applicable governmental authorities. Other than the contractually agreed upon exploration budget in 2026 for the Purepoint Joint Venture, the Company does not have any contractually imposed expenditure requirements.

 

The Company has not paid any dividends and management does not expect that this will change in the near future. Working capital is mainly held in cash, cash deposits available on short-term demand, and marketable securities, all of which are highly liquid.

 

COMMITMENTS AND CONTINGENCIES

 

The Company’s significant undiscounted commitments at March 31, 2026 are as follows. The 2022 Debentures are classified as a current liability, however the counterparty conversion option allows the principal to be converted to common shares.

 

   Less than 1 year   1 to 3 years   More than 4 years   Total 
Accounts payable and accrued liabilities  $1,770,320   $-   $-   $1,770,320 
2022 Debentures   6,004,955    -    -    6,004,955 
Flow-through share premium liabilities   2,909,206    -    -    2,909,206 
Purepoint Joint Venture advances   2,000,000    -    -    2,000,000 
Lease liabilities   198,753    210,280    42,753    451,786 
Asset retirement obligations   -    -    2,493,605    2,493,605 
   $12,883,234   $210,280   $2,536,358   $15,629,872 

 

19

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

The Company expects to utilize cash and cash equivalents on hand to settle the above noted commitments and contingencies, should any of the contingencies materialize.

 

Flow-through funding commitments

 

The premium received for a “flow-through share” (as defined in the Tax Act), which is the consideration received for the share in excess of the market price of the share, is recorded as a flow-through share premium liability. This liability is subsequently reduced when the required exploration expenditures are made, on a pro rata basis, and accordingly, a recovery of flow-through premium is then recorded as a reduction in the deferred tax expense to the extent that deferred income tax assets are available.

 

As of March 31, 2026, the Company is obligated to spend $7,273,014 on eligible exploration expenditures by December 31, 2026 related to the February 2025 Financing.

 

Contingent payment obligations

 

The Company has an obligation to make a contingent payment of $500,000 related to the acquisition of the West Newcastle Range, Teddy Mountain and Ardmore East Projects, if either of the following milestones are met by 2030:

 

·a NI 43-101 compliant Mineral Resource estimate for the West Newcastle Range and Teddy Mountain Projects is prepared where the Mineral Resource estimate is greater than or equal to 6.0 million pounds of U₃O₈; or

 

·with respect to the Ardmore East Project, the Mineral Resources estimate is greater than or equal to 6.0 million pounds of U₃O₈ equivalent.

 

Royalties and Environmental Obligations

 

In addition to applicable federal, provincial/state and municipal severance taxes, duties and advance royalties, the Company’s exploration and evaluation properties are subject to certain royalties, which may or may not be payable in future, depending on whether revenue is derived from the claims or leases to which these royalties are applicable.

 

The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

 

Contractual arrangements

 

The purchase agreement for the Bulyea River property, which closed on June 28, 2024, includes a provision for the return of the Bulyea River property to Critical Path Minerals Corp. (“Critical Path Minerals”), if the Company does not or chooses to not make the following payments to Critical Path Minerals by the following dates:

 

·On or before the 2nd anniversary of the closing date of sale: $300,000 in cash or common shares or a combination thereof, at the election of the Company; and

 

·On or before the 3rd anniversary of the closing date of sale: $350,000 in cash or common shares or a combination thereof, at the election of the Company.

 

The Company also agreed to:

 

·Incur minimum expenditures of $2,000,000 within 36 months of the closing date of sale; and

 

20

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

·Within 30 days after a published technical report containing a current mineral resource estimate for the Bulyea River property, pay Critical Path Minerals $1,000,000 in cash or common shares or a combination thereof, at the election of the Company

 

OUTSTANDING SHARE DATA

 

The authorized capital of IsoEnergy consists of an unlimited number of common shares. As of the date of this MD&A, there were 60,628,932 common shares, 4,959,016 stock options, and 145,833 RSUs outstanding, each stock option entitling the holder to purchase one common share of IsoEnergy and each RSU representing the right of the holder to receive one common share upon vesting.

 

During the three months ended March 31, 2026, the Company issued 5,500,077 common shares for gross proceeds of $82,501,155 pursuant to the 2026 Financing and 2026 Private Placement and issued 174,959 common shares on the exercise of stock options for proceeds of $2,159,125. The Company granted 706,375 stock options at an exercise price of $13.78.

 

The 2022 Debentures issued to QRC bear a 10% coupon rate, and are convertible at $17.32 per share. The Company has US$4 million principal remaining outstanding of the 2022 Debentures which mature on December 6, 2027.

 

Stock options(1) outstanding as of the date of this MD&A, and the range of exercise prices thereof are set forth below:

 

Range of
exercise prices
   Number of
options
   Weighted
average
exercise price
   Number of
options
exercisable
   Weighted
average
exercise price
   Weighted average
remaining
contractual life
(years)
 
$9.78 - $10.44    964,833   $9.94    475,251   $10.11    3.8 
$10.45 - $12.64    1,343,582    12.05    991,085    11.99    2.9 
$12.65 - $15.24    1,312,234    13.78    842,318    13.77    3.2 
$15.25 - $16.52    1,027,608    16.27    1,027,608    16.27    1.6 
$16.53 - $20.40    310,759    19.85    310,759    19.85    0.7 
      4,959,016   $13.46     3,647,021   $14.03    2.8 

 

As of the date of this MD&A, the Company has 145,833 RSUs(1) outstanding at a weighted average grant date fair value of $11.51.

 

(1) Certain of the stock options, RSUs, and per share amounts included above are presented on a post-Share Consolidation basis. Refer to the discussion on the Share Consolidation above in “About IsoEnergy”.

 

21

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Company had no off-balance sheet arrangements as of March 31, 2026 or as of the date hereof.

 

NON-IFRS FINANCIAL MEASURES

 

Working capital and adjusted working capital are non-IFRS financial measures included in this MD&A, as discussed below. We believe that working capital and adjusted working capital, in addition to conventional measures prepared in accordance with IFRS, provide investors with an improved ability to evaluate the underlying financial position of the Company. These non-IFRS financial measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This financial measure does not have any standardized meaning prescribed under IFRS and therefore may not be comparable to those of other issuers.

 

Non-IFRS financial measures are defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure as a financial measure disclosed that (a) depicts the historical or expected future financial performance, financial position or cash flow of an entity, (b) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity, (c) is not disclosed in the financial statements of the entity, and (d) is not a ratio, fraction, percentage or similar representation.

 

The adjusted working capital amount disclosed in this MD&A is considered a non-IFRS financial measure and is defined as current assets less current liabilities, excluding flow-though share premium liabilities and debenture liabilities, as calculated below:

 

Current assets  $185,193,085 
Current liabilities   (10,853,370)
Working capital   174,339,715 
Flow-through share premium liability   2,909,206 
Convertible debentures   6,004,955 
Adjusted working capital  $183,253,876 

 

TRANSACTIONS WITH RELATED PARTIES

 

NexGen is a related party of the Company due to its ownership in the Company and the overlapping members of the Board of Directors between NexGen and the Company. The Company’s key management personnel and directors are related parties. Premier American Uranium is a related party due to an overlap in key management personnel.

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of executive and non-executive members of the Company’s Board of Directors and senior officers.

 

Remuneration attributed to key management personnel is summarized as follows.

 

Three months ended March 31, 2026  Short term
compensation
   Share-based
compensation
   Total 
Expensed to the statement of income and comprehensive (loss) income  $497,280   $2,171,311   $2,668,591 
Capitalized to exploration and evaluation assets   64,687    144,291    208,978 
   $561,967   $2,315,602   $2,877,569 

 

22

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Three months ended March 31, 2025  Short term
compensation
   Share-based
compensation
   Total 
Expensed to the statement of income and comprehensive (loss) income  $434,963   $1,659,994   $2,094,957 
Capitalized to exploration and evaluation assets   64,323    130,262    194,585 
   $499,286   $1,790,256   $2,289,542 

 

As of March 31, 2026:

 

·$19,318 (December 31, 2025: $5,908) was included in accounts payable and accrued liabilities owing to directors and officers; and

·$12,945 (December 31, 2025: $nil) was included in accounts receivable owing by related parties.

 

During the three months ended March 31, 2026, the Company:

 

·reimbursed NexGen $nil (2025: $5,540) for use of NexGen’s office space; and

·received $32,420 (2025: $nil) from Premier American Uranium primarily as reimbursement for salaries.

 

Concurrent with the flow through financing on February 28, 2025, NexGen subscribed to 625,000 common shares(1) of the Company in a private placement. NexGen participated in the bought deal financing on June 24, 2025, and bought 1,200,000 common shares. Concurrent with the bought deal financing on January 27, 2026, NexGen subscribed to 1,666,667 common shares of the Company in a private placement.

 

(1)  The common shares issued are retroactively restated on a post-consolidation basis. Refer to the discussion on the Share Consolidation, as described above in “About IsoEnergy”.

 

CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

 

The preparation of the Interim Financial Statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities at the date of the Interim Financial Statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable in the circumstances. Uncertainty about these judgments, estimates and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. Information about significant areas of judgement, estimation uncertainty and assumptions considered by management in preparing the Interim Financial Statements are the same as described in the Annual Financial Statements.

 

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

 

The Interim Financial Statements were prepared in accordance with IAS 34 and its interpretations adopted by the IASB, and follow the same accounting policies and methods as described in the Annual Financial Statements.

 

The following standard has been issued and is effective:

 

Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments

 

In May 2024, the IASB issued 'Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)'. The amendments clarify the date of recognition and derecognition of some financial assets and financial liabilities, with a new exception that permits companies to elect to derecognize certain financial liabilities settled via electronic payment systems earlier than the settlement date. The amendments apply for annual reporting periods beginning on or after January 1, 2026, and are applied retrospectively. There were no changes to the Interim Financial Statements from adopting these amendments.

 

23

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

The following new standard has been issued and is not yet effective:

 

IFRS 18 – Presentation and Disclosure in Financial Statements

 

The IASB has issued IFRS 18 – Presentation and Disclosure in Financial Statements (“IFRS 18”), which replaces IAS 1 – Presentation of Financial Statements. IFRS 18 introduces new requirements for the presentation of financial performance, including revised categories in the statements of loss, enhanced disclosures on management-defined performance measures, and greater consistency in financial statement presentation. The standard is effective for annual reporting periods beginning on or after January 1, 2027 and applies retrospectively, with early adoption permitted.

 

The Company has not early adopted IFRS 18 and continues to evaluate the impact of the forthcoming standard in preparing the Interim Financial Statements.

 

CAPITAL MANAGEMENT AND RESOURCES

 

The Company manages its capital structure, defined as total equity plus debt, and adjusts it, based on the funds available to the Company, in order to support the acquisition, exploration and evaluation of assets. The Board does not impose quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain the future development of the business.

 

In the management of capital, the Company considers all types of funding alternatives, including equity, debt and other means and is dependent on third party financing. Although the Company has been successful in raising funds to date, there is no assurance that the Company will be successful in obtaining required financing in the future or that such financing will be available on terms acceptable to the Company.

 

The properties in which the Company currently has an interest are in the exploration and development stage. As such the Company, has historically relied on the equity markets to fund its activities. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it determines that there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

 

Management reviews its capital management approach on an on-going basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period.

 

FINANCIAL INSTRUMENTS

 

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, marketable securities, accounts payable and accrued liabilities, and convertible debentures.

 

Fair Value Measurement

 

The Company classifies the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument:

 

·Level 1 – quoted prices in active markets for identical assets or liabilities.

 

·Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

 

·Level 3 – inputs for the asset or liability that are not based on observable market data.

 

The fair values of the Company’s cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities approximate their carrying value, due to their short-term maturities or liquidity.

 

24

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

The 2022 Debentures are re-measured at fair value at each reporting date with any change in fair value recognized in profit or loss, except for the change in fair value that is attributable to change in credit risk, which is presented in other comprehensive income (loss). The 2022 Debentures are classified as Level 2.

 

The marketable securities are re-measured at fair value at each reporting date with any change in fair value recognized in other comprehensive income (loss). The common shares included in marketable securities are Level 1, except for the common shares of privately held marketable securities, which are Level 3 and their fair value is primarily based on the price of their most recent share issuances. The warrants included in marketable securities are Level 2. During the three months ended March 31, 2026, Jaguar Uranium and Verdera Energy Corp. completed public listings. As a result, the Company transferred its common shares held in these entities from Level 3 to Level 1. The fair value transferred is measured at the share price at the time of the public listing of each entity.

 

Financial instrument risk exposure

 

As of March 31, 2026, the Company’s financial instrument risk exposure and the impact thereof on the Company’s financial instruments are summarized below:

 

(a)Credit Risk

 

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As at March 31, 2026, the Company has cash and cash equivalents on deposit with large banks in Canada, the United States, and Australia. Credit risk is concentrated as a significant amount of the Company’s cash and cash equivalents is held at a Canadian financial institution. Management believes the risk of loss to be remote.

 

The Company’s accounts receivable mostly consists of input tax credits receivable from the Governments of Canada and Australia and amounts receivable from related parties. Accordingly, the Company does not believe it is subject to significant credit risk.

 

(b) Liquidity Risk

 

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet its obligations under financial instruments. The Company manages liquidity risk by maintaining sufficient cash balances that are accessible on deposit or on short-term notice. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet short-term obligations. As at March 31, 2026, the Company had an adjusted working capital balance of $183,253,876, including cash and cash equivalents of $130,537,804.

 

(c) Market Risk

 

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices.

 

(i)Interest Rate Risk

 

Interest rate risk is the risk that the future cash flows from a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash and cash equivalents in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company’s cash and cash equivalent balances as of March 31, 2026. The interest on the 2022 Debentures is fixed and not subject to market fluctuations.

 

25

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

(ii)Price Risk

 

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact of movements in individual equity prices or general movements in the level of the stock market on the Company’s financial performance. Commodity price risk is defined as the potential adverse impact of commodity price movements and volatilities on financial performance and economic value. Future declines in commodity prices may impact the valuation of long-lived assets. The Company closely monitors the commodity prices of uranium, individual equity movements, and the stock market. The Company holds marketable securities which are subject to equity price risk.

 

(iii)Foreign Currency Risk

 

The Company enters into transactions denominated in foreign currencies from time-to-time and in addition to Canada, the Company operates in the United States and Australia, and is therefore exposed to foreign exchange risk arising from transactions denominated in foreign currencies. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the Company’s functional currency. Consequently, fluctuations of the Canadian dollar in relation to other currencies impact the fair value of financial assets, liabilities and operating results. Financial instruments subject to foreign currency risk include US dollar and Australian dollar denominated cash, US dollar and Australian dollar accounts receivable, US dollar and Australian dollar marketable securities, US dollar and Australian dollar accounts payable and accrued liabilities, and the 2022 Debentures. The Company maintains Canadian, US and Australian dollar bank accounts.

 

The Company is exposed to foreign exchange risk on its US dollar denominated cash, accounts payable and accrued liabilities, accounts receivable, marketable securities and 2022 Debentures. At its maturity date, the principal amount of the 2022 Debentures is due in full, and prior to then at a premium upon the occurrence of certain events, including a change of control. The Company holds sufficient US dollars to make all cash interest payments due under the 2022 Debentures until maturity but not to pay the principal amount. Accordingly, the Company is subject to risks associated with fluctuations in the Canadian/US dollar exchange rate that may make the 2022 Debentures more costly to repay.

 

A 5% change in the Canadian/US dollar exchange rate can result in a net increase or decrease in the Company’s US dollar denominated financial instruments of $675,540 that would flow through the consolidated statement of income and comprehensive (loss) income.

 

The Company is exposed to foreign exchange risk on its Australian dollar denominated cash, accounts receivable, marketable securities, and accounts payable and accrued liabilities. Accordingly, the Company is subject to risks associated with fluctuations in the Canadian/Australian dollar exchange rate that may impact on its operating results.

 

A 5% change in the Canadian/Australian dollar exchange rate can result in a net increase or decrease in the Company’s Australian dollar denominated financial instruments by $241,327 that would flow through consolidated statement of income and comprehensive (loss) income.

 

26

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

RISK FACTORS

 

The operations of the Company are speculative due to the high-risk nature of its business which is the exploration and development of mineral properties.

 

Regulatory Factors and International Trade Restrictions

 

The international uranium industry, including the supply of uranium concentrates, is relatively small, highly competitive and heavily regulated. Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. The development of mines and related facilities is contingent upon governmental approvals that are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The duration and success of such approvals are subject to many variables outside of the Company’s control. Any significant delays in obtaining or renewing such permits or licences in the future could have a material adverse effect on the Company.

 

In addition, the international marketing and trade of uranium is subject to potential changes in governmental policies, regulatory requirements and international trade restrictions (including trade agreements, customs, duties and taxes), which are beyond the control of the Company. Changes in regulatory requirements, customs, duties or taxes may affect the supply of uranium to the United States and Europe, which are currently the largest consumption markets for uranium in the world, as well as the future of supply to developing markets, such as China and India.

 

The supply of uranium is, to some extent, impeded by a number of international trade agreements and policies. These and any similar future agreements, governmental legislation, policies or trade restrictions are beyond the Company’s control and may affect the supply of uranium available in the United States, Europe and Asia, the world’s largest markets for uranium. If the Company achieves commercial production but is unable to supply uranium to important markets in the United States or Europe, its business, financial condition and results of operations may be materially adversely affected. In addition, there can be no assurance that governments will not enact legislation or take other actions that restricts who can buy or supply uranium, which may have a material adverse effect on the price of uranium and the Company’s financial condition and results of operations.

 

In particular, pursuant to an executive order, the United States has enacted significant new import tariffs on certain trade and transactions with Canada and other trading partners. Canada has enacted retaliatory import tariffs on certain trade and transactions from the United States. There is significant uncertainty surrounding further changes in governmental policy, particularly with respect to such trade policies, treaties and tariffs. These developments, and any similar further changes in governmental policy, may have a material adverse effect on global economic conditions and financial markets. The full economic impact of any such changes in governmental policy on the Company remains uncertain and is dependent on the severity and duration of the tariffs and any other measures imposed which, if prolonged, could increase costs and decrease demand for any minerals that may be extracted by the Company.

 

For a comprehensive list of the risks and uncertainties facing the Company, please see “Risk Factors” in the Company’s AIF and the “Industry and Economic Factors that May Affect the Business” included above in the Overall Performance section of this MD&A. These are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair its business operations. These risk factors could materially affect the Company's future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. Further risk factors are discussed in more detail in the Company’s AIF.

 

27

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

SEGMENT INFORMATION

 

The Company has one operating segment, being the acquisition, exploration and development of uranium properties. The Company’s non-current assets are in three countries: Canada, the United States and Australia, with the corporate office in Canada. Geographic disclosure is as follows:

 

As at March 31, 2026  Canada   United States   Australia   Total 
Current assets  $183,929,660   $807,671   $455,754   $185,193,085 
Property and equipment   610,437    15,402,958    -    16,013,395 
Exploration and evaluation assets   117,119,827    144,281,920    28,596,179    289,997,926 
Other non-current assets   -    2,333,570    779,483    3,113,053 
Total assets  $301,659,924   $162,826,119   $29,831,416   $494,317,459 
Total liabilities  $11,111,173   $2,088,111   $767,437   $13,966,721 

 

As at December 31, 2025  Canada   United States   Australia   Total 
Current assets  $117,888,743   $721,059   $407,134   $119,016,936 
Property and equipment   680,859    15,132,305    -    15,813,164 
Exploration and evaluation assets   112,337,763    139,495,657    27,258,399    279,091,819 
Other non-current assets   -    2,292,210    744,152    3,036,362 
Total assets  $230,907,365   $157,641,231   $28,409,685   $416,958,281 
Total liabilities  $12,713,435   $2,020,014   $798,746   $15,532,195 

 

Significant variances in the geographic disclosure above are discussed in further detail in “Discussion of Operations” and “Financial Position”.

 

DISCLOSURE CONTROLS AND INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Disclosure Controls and Procedures

 

Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow for timely decisions about public disclosures. The Company’s management, with the participation of its CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in the rules of the SEC and Canadian Securities Administrators. Based on the results of that evaluation, the Company’s CEO and CFO have concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures framework provides reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods and is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required information to be disclosed. Internal control over financial reporting (“ICOFR”) are part of disclosure controls and procedures as they related to the production of financial statements in accordance with IFRS.

 

28

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Changes in Internal Control over Financial Reporting

 

Management, including the CEO and CFO, has evaluated the Company’s ICOFR to determine whether any changes occurred during the period that have materially affected, or are reasonably likely to materially affect, the Company’s ICOFR. During the three months ended March 31, 2026 there have been no significant changes in ICOFR that have materially affected, or are reasonably likely to materially affect, the Company’s ICOFR. Under the supervision and with the participation of management, including the CEO and CFO, management will continue to monitor and evaluate the design and effectiveness of its ICOFR and disclosure controls and procedures, and may make modifications from time to time as considered necessary.

 

Limitations of Controls and Procedures

 

The Company’s management, including the CEO and CFO, believe that any control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

NOTE REGARDING FORWARD-LOOKING INFORMATION

 

This MD&A contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities legislation and US securities laws (collectively, “forward-looking information”). 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 closing of the Toro Scheme; the potential issuance of additional securities under the Prospectus or otherwise, certain statements relating to “flow-through shares” as defined in the Tax Act, and the tax considerations relating thereto, the Company’s planned exploration and development activities and the anticipated results of ongoing and future exploration and development activities; capital expenditures and proposed work programs at the Company’s properties, the potential for, results of and anticipated timing of commencement of potential future commercial production at IsoEnergy’s 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. 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. Statements relating to Mineral Resources may also be deemed forward-looking information as they involve estimates of the mineralization that will be encountered if a mineral deposit is developed and mined.

 

29

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

Such forward-looking information and statements are based on numerous assumptions, including material assumptions and estimates related to the below factors that, while the Company considers them reasonable as of the date of this MD&A, they are inherently subject to significant business, economic and competitive uncertainties and contingencies. Such assumptions include among others, that the results of planned exploration activities are completed as anticipated, that the results of the planned exploration activities are as anticipated, that the anticipated cost of planned exploration activities are as anticipated, that the Company will be able to execute its strategy as expected, that new mining techniques will have beneficial applications as expected and be available for use by the Company, continued engagement and collaboration with the communities and stakeholders, that general business and economic conditions will not change in a material adverse manner, including the price of uranium, 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 Company’s planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.

 

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: negative operating cash flow and dependence on third party financing, uncertainty of additional financing, risks associated with the uncertainty of exploration results and estimates and that the Mineral Resource potential will be achieved on exploration projects, the Company having no known Mineral Reserves, resources may not be converted to reserves, the limited operating history of the Company, the influence of a large shareholder, alternative sources of energy and uranium prices, aboriginal title and consultation issues, reliance on key management and other personnel, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, availability of third party contractors, availability of equipment and supplies, failure of equipment to operate as anticipated; accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals and the risk factors with respect to the Company set out in the AIF and the Company’s other filings with the Canadian and US securities regulators and available under IsoEnergy’s profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

 

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.

 

HISTORICAL ESTIMATES

 

Each of the Mineral Resource estimates contained in this MD&A, except for the Larocque East Project and Tony M Mine, are considered to be “historical estimates” as defined under NI 43-101, and have been sourced as follows:

 

·Daneros Mine: Reported by Energy Fuels in a technical report entitled “Updated Report on the Daneros Mine Project, San Juan County, Utah, U.S.A.”, prepared by Douglas C. Peters, C. P. G., of Peters Geosciences, dated March 2, 2018;

·Sage Plain Project: Reported by Energy Fuels in a technical report entitled “Updated Technical Report on Sage Plain Project (Including the Calliham Mine)”, prepared by Douglas C. Peters, CPG of Peters Geosciences, dated March 18, 2015;

 

30

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

·Coles Hill: Reported by Virginia Uranium Holdings Inc. in a technical report entitled “NI43-101 preliminary economic assessment update (revised)”, prepared by John I Kyle of Lyntek Incorporated dated August 19, 2013;

·Dieter Lake: Dated 2006 and reported by Fission Energy Corp. in a company report entitled “Technical Report on the Dieter Lake Property, Quebec, Canada” dated October 7, 2011;

·Matoush: Dated December 7, 2012 and reported by Strateco Resources Inc. in a press release dated December 7, 2012;

·Ben Lomond: Dated as of 1982, and reported by Mega Uranium Ltd. in a company report entitled “Technical Report on the Mining Leases Covering the Ben Lomond Uranium-Molybdenum Deposit Queensland, Australia” dated July 16, 2005; and

·Milo Project: Reported by Gmb Resources Ltd. in a scoping study entitled “Milo Project Scoping Study” prepared by Peter Owens and Basile Dean of Mining One Consultants, dated March 6, 2013.

 

In each instance, the historical estimate is reported using the categories of Mineral Resources and Mineral Reserves as defined by the Canadian Institute CIM Definition Standards for Mineral Reserves, and Mineral Reserves at that time, and these “historical estimates” are not considered by IsoEnergy to be current. In each instance, the reliability of the historical estimate is considered reasonable, but a Qualified Person has not done sufficient work to classify the historical estimate as a current Mineral Resource, and IsoEnergy is not treating the historical estimate as a current Mineral Resource. The historical information provides an indication of the exploration potential of the properties but may not be representative of expected results.

 

For the Daneros Mine, as disclosed in the above noted technical report, the historical estimate was prepared by Energy Fuels using a wireframe model of the mineralized zone based on an outside bound of a 0.05% eU3O8 grade cutoff at a minimum thickness of 1 foot. Surface drilling would need to be conducted to confirm resources and connectivity of resources in order to verify the Daneros historical estimate as a current Mineral Resource.

 

For the Sage Plain Project, as disclosed in the above noted technical report, the historical estimate was prepared by Peters Geosciences using a modified polygonal method. An exploration program would need to be conducted, including twinning of historical drill holes, in order to verify the Sage Plain historical estimate as a current Mineral Resource.

 

For the Coles Hill Project, as disclosed in the above noted revised preliminary economic assessment, the historical estimated was prepared by John I Kyle of Lyntek Incorporated. Twinning of a selection of certain holes would need to be completed along with updating of mining, processing and certain cost estimates in order to verify the Coles Hill Project historical resource estimate as a current Mineral Resource estimate.

 

For Dieter Lake, as disclosed in the above noted technical report, the historical estimate was prepared by Davis & Guo using the Thiessen (Voronoi) polygon method. Data constraints used were 200 ppm, 500 ppm, and 1000ppm U3O8 over a minimum of 1 metre thickness. Polygons created had radii of 200 metres. A rock density of 2.67g/cm3 was used. An exploration program would need to be completed, including twinning of historical drill holes, in order to verify the Dieter Lake historical estimate as a current Mineral Resource.

 

For Matoush, as disclosed in the above noted press release, the historical estimate was prepared by RPA using block U3O8 grades within a wireframe model that were estimated by ordinary kriging. The historical estimate was estimated at a cut-off grade of 0.1% U3O8 and using an average long-term uranium price of US$75 per pound. Six zones make up the historical estimate at Matoush: am-15, mt-34, mt-22, mt-02, mt-06, and mt-36. Each zone is made up of one or more lenses, most of which strike north (009°) and dip steeply (87°) to the east. Outlines of the mineralized lenses were interpreted on ten-metre spaced vertical sections. Minimum criteria of 0.10% U3O8 over 1.5 metre true thickness was used as a guide. An exploration program would need to be conducted, including twinning of historical drill holes, in order to verify the Matoush historical estimate as a current Mineral Resource.

 

31

 

 

ISOENERGY LTD. 

For the three months ended March 31, 2026 and 2025

 

For Ben Lomond, as disclosed in the above noted technical report, the historical estimate was prepared by the Australian Atomic Energy Commission (AAEC) using a sectional method. The parameters used in the selection of the ore intervals were a minimum true thickness of 0.5 metres and maximum included waste (true thickness) of 5 metres. Resource zones were outlined on 25 metre sections using groups of intersections, isolated intersections were not included. The grades from the composites were area weighted to give the average grade above a threshold of 500 ppm uranium. The area was measured on each 25 metre section to give the tonnage at a bulk density of 2.603. An exploration program would need to be conducted, including twinning of historical drill holes, in order to verify the Ben Lomond historical estimate as a current Mineral Resource.

 

For the Milo Project, as disclosed in the above noted scoping study, the historical estimate was prepared by Peter Owens and Basile Dean of Mining One Consultants. An exploration program would need to be conducted, including twinning of a selection of certain holes, along with updating of mining processing and certain cost estimates in order to verify the Milo Project historical resource estimate as a current Mineral Resource estimate.

 

APPROVAL

 

The Audit Committee and the Board have approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it and can be located, along with additional information, on the Company’s profile on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, or by contacting one of the corporate offices, located at Suite 900 – 410 22nd Street E, Saskatoon, Saskatchewan, S7K 5T6 and 217 Queen St. West, Suite 401, Toronto, Ontario, M5V 0P5.

 

32

 

Exhibit 99.2

 

 

 

Unaudited Condensed Consolidated Interim Financial Statements of

 

ISOENERGY LTD.

 

For the three months ended March 31, 2026 and 2025

 

 

 

 

ISOENERGY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited, expressed in Canadian Dollars)

As at

 

   Note   March 31, 2026   December 31, 2025 
ASSETS              
Current              
Cash and cash equivalents      $130,537,804   $62,906,168 
Accounts receivable       665,588    546,794 
Prepaid expenses       1,965,118    2,112,419 
Marketable securities  7    52,024,575    53,451,555 
       $185,193,085   $119,016,936 
Non-Current              
Property and equipment  8    16,013,395    15,813,164 
Exploration and evaluation assets  9    289,997,926    279,091,819 
Environmental bonds  10    3,113,053    3,036,362 
TOTAL ASSETS      $494,317,459   $416,958,281 
               
LIABILITIES              
Current              
Accounts payable and accrued liabilities      $1,770,320   $2,109,193 
Convertible debentures  11    6,004,955    5,430,859 
Current portion of lease liabilities       168,889    164,125 
Flow-through share premium liabilities  12    2,909,206    4,695,312 
       $10,853,370   $12,399,489 
Non-Current              
Long-term portion of lease liabilities       233,241    277,572 
Asset retirement obligation  10    2,414,006    2,416,158 
Deferred income tax liability  13    466,104    438,976 
TOTAL LIABILITIES      $13,966,721   $15,532,195 
               
EQUITY              
Share capital  14   $544,860,868   $461,832,359 
Share option and warrant reserve  14    39,063,357    37,289,167 
Accumulated deficit       (105,174,420)   (103,671,645)
Accumulated other comprehensive income       1,600,933    5,976,205 
TOTAL EQUITY      $480,350,738   $401,426,086 
               
TOTAL LIABILITIES AND EQUITY      $494,317,459   $416,958,281 

 

Nature of operations (Note 2)

Material accounting policies (Note 5)

Commitments (Note 12)

Subsequent events (Note 6f, 14)

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements

 

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on May 6, 2026

 

Philip Williams   Peter Netupsky  
Philip Williams, CEO, Director   Peter Netupsky, Director  

 

 

 

ISOENERGY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE (LOSS) INCOME

(Unaudited, expressed in Canadian Dollars)

For the three months ended March 31

 

   Note   2026   2025 
General and administrative costs              
Share-based compensation  14,15   $2,624,482   $1,945,839 
Administrative salaries, contractor and director fees  15    858,797    795,314 
Investor relations       368,255    220,956 
Office and administrative  15    262,276    244,000 
Professional and consultant fees       717,903    1,060,811 
Travel       180,903    176,025 
Public company costs       567,778    145,726 
Total general and administrative costs      $(5,580,394)  $(4,588,671)
Interest income       789,414    310,297 
Interest expense  10    (35,140)   (41,879)
Interest on convertible debentures  11    (137,187)   (262,550)
Fair value loss on convertible debentures  11    (573,612)   (288,582)
Gain on disposal of assets  6a,d,e   4,498,560    10,369,031 
Foreign exchange gain       149,395    6,919 
Other income       19,240    431,921 
(Loss) income from operations      $(869,724)  $5,936,486 
Deferred income tax expense  13    (633,051)   (830,871)
(Loss) income for the period      $(1,502,775)  $5,105,615 
               
Other comprehensive (loss) income              
Change in fair value of convertible debentures attributable to the change in credit risk  11    (484)   31,955 
Change in fair value of marketable securities  7    (9,857,333)   (5,750,124)
Currency translation adjustment       4,171,658    23,846 
Deferred tax recovery  13    1,310,887    776,630 
Total other comprehensive loss      $(4,375,272)  $(4,917,693)
Total comprehensive (loss) income for the period      $(5,878,047)  $187,922 
               
(Loss) income per common share              
Basic      $(0.03)  $0.11 
Diluted      $(0.03)  $0.10 
Weighted average number of common shares outstanding              
Basic       58,959,077    46,444,323 
Diluted       58,959,077    47,715,490 

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements

 

2

 

 

ISOENERGY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited, expressed in Canadian Dollars)

 

   Note   Number of
common
shares
   Share capital   Share option
and warrant
reserve
   Accumulated
deficit
   Accumulated
other
comprehensive
income
   Total 
Balance as at January 1, 2025       44,716,934   $362,941,599   $33,154,239   $(102,545,246)  $9,612,567   $303,163,159 
Shares issued in financings  14    1,958,825    26,257,375    -    -    -    26,257,375 
Share issue cost, net of tax  14    -    (1,515,084)   -    -    -    (1,515,084)
Premium on flow-through shares  12    -    (8,002,950)   -    -    -    (8,002,950)
Shares issued on the exercise of stock options  14    180,000    446,872    (169,672)   -    -    277,200 
Shares issued on conversion of 2020 Debentures  11    1,221,818    13,928,728    -    -    -    13,928,728 
Share-based payments  14    -    -    2,523,034    -    -    2,523,034 
Income for the period       -    -    -    5,105,615    -    5,105,615 
Other comprehensive loss for the period       -    -    -    -    (4,917,693)   (4,917,693)
Balance as at March 31, 2025       48,077,577   $394,056,540   $35,507,601   $(97,439,631)  $4,694,874   $336,819,384 
                                   
Balance as at January 1, 2026       54,928,896   $461,832,359   $37,289,167   $(103,671,645)  $5,976,205   $401,426,086 
Shares issued in financings  14    5,500,077    82,501,155    -    -    -    82,501,155 
Share issue cost, net of tax  14    -    (2,941,450)   -    -    -    (2,941,450)
Shares issued on the exercise of stock options  14    174,959    3,468,804    (1,309,679)   -    -    2,159,125 
Share-based payments  14,15    -    -    3,083,869    -    -    3,083,869 
Loss for the period       -    -    -    (1,502,775)   -    (1,502,775)
Other comprehensive loss for the period       -    -    -    -    (4,375,272)   (4,375,272)
Balance as at March 31, 2026       60,603,932   $544,860,868   $39,063,357   $(105,174,420)  $1,600,933   $480,350,738 

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements

 

3

 

 

ISOENERGY LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, expressed in Canadian Dollars)

For the three months ended March 31

 

   Note   2026   2025 
Cash flows used in operating activities              
(Loss) income for the period      $(1,502,775)  $5,105,615 
Items not involving cash:              
Share-based compensation  14    2,624,482    1,945,839 
Deferred income tax expense  13    633,051    830,871 
Interest on convertible debentures  11    137,187    262,550 
Fair value loss on convertible debentures  11    573,612    288,582 
Gain on disposal of assets  6a,d,e    (4,498,560)   (10,369,031)
Depreciation expense  8,18    67,485    69,771 
Interest and accretion  10    35,140    41,879 
Interest income on loan receivable  6b    -    (48,492)
Unrealized foreign exchange gain       (59,647)   (3,803)
Changes in non-cash working capital              
Accounts receivable       (116,960)   7,229 
Prepaid expenses       20,535    199,873 
Accounts payable and accrued liabilities       (548,448)   (1,358,524)
       $(2,634,898)  $(3,027,641)
               
Cash flows used in investing activities              
Additions to exploration and evaluation assets  9a, 18   $(6,427,655)  $(2,390,068)
Acquisition of exploration and evaluation assets  9a    (8,276)   (2,630)
Additions to property and equipment  8    (12,658)   (264,309)
Purchases of marketable securities, net of proceeds from disposition  7    (3,931,793)   - 
Loan received, including interest  6b    -    6,168,995 
       $(10,380,382)  $3,511,988 
               
Cash flows from financing activities              
Shares issued  14   $82,501,155   $26,257,375 
Share issuance cost  14    (4,022,591)   (2,075,457)
Shares issued for option exercise  14    2,159,125    277,200 
Interest payment on debentures  11    -    (27,539)
Lease liability payments       (49,494)   (39,000)
       $80,588,195   $24,392,579 
Effects of exchange rate changes on cash       58,721    3,695 
Change in cash and cash equivalents      $67,631,636   $24,880,621 
Cash and cash equivalents, beginning of period       62,906,168    21,294,663 
Cash and cash equivalents, end of period      $130,537,804   $46,175,284 
               
Cash and cash equivalents is comprised of:              
Cash      $68,027,585   $31,147,955 
Short-term cash deposits       62,510,219    15,027,329 
Cash and cash equivalents      $130,537,804   $46,175,284 

 

Supplemental disclosure with respect to cash flows (Note 18)

 

The accompanying notes are an integral part of the condensed consolidated interim financial statements

 

4

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

1.REPORTING ENTITY

 

IsoEnergy Ltd. (“IsoEnergy”, or the “Company”) is engaged in the acquisition, exploration and development of uranium properties in Canada, the United States of America and Australia. The Company’s registered and records office is located at 217 Queen Street West, Unit 401, Toronto, Ontario M5V 0R2. The Company exists under the Business Corporations Act (Ontario). The Company’s common shares are listed on the Toronto Stock Exchange (the “TSX”) under the symbol “ISO”. The Company’s common shares began trading on the New York Stock Exchange American LLC (“NYSE-A”) on May 5, 2025 under the symbol “ISOU”.

 

The Company primarily holds its mineral interests directly or indirectly through the following wholly owned subsidiaries:

 

·Consolidated Uranium Inc. (“Consolidated Uranium”) (Ontario, Canada)

·ICU Australia Pty Ltd. (Australia)

·Management X Pty Ltd. (Australia)

·CUR Australia Pty Ltd. (Australia)

·12942534 Canada Ltd. (Canada)

·Virginia Uranium Inc. (Virginia, United States)

·CUR Sage Plain Uranium, LLC (Utah, United States)

·CUR Henry Mountains Uranium, LLC (Utah, United States)

·White Canyon Uranium, LLC (Utah, United States)

·2596190 Alberta Ltd. (Alberta, Canada)

 

As of March 31, 2026, NexGen Energy Ltd (“NexGen”) holds 29.9% of IsoEnergy’s outstanding common shares.

 

2.NATURE OF OPERATIONS

 

As an exploration and development stage company, the Company does not have revenues and historically has recurring operating losses. As at March 31, 2026, the Company had accumulated losses of $105,174,420 and adjusted working capital of $183,253,876 (adjusted working capital is defined as current assets less current liabilities, excluding flow-though share premium liabilities and debenture liabilities). The Company depends on external financing for its operational expenses.

 

The business of exploring for and mining of minerals involves a high degree of risk. As an exploration company, IsoEnergy is subject to risks and challenges similar to companies at a comparable stage. These risks include, but are not limited to, negative operating cash flow and dependence on third party financing; the uncertainty of additional financing; the Company’s limited operating history; the lack of known mineral reserves; the influence of a large shareholder; alternate sources of energy and uranium prices; aboriginal title and consultation issues; risks related to exploration activities generally; reliance upon key management and other personnel; title to properties; uninsurable risks; conflicts of interest; permits and licenses; environmental and other regulatory requirements; political regulatory risks; competition; and the volatility of share prices.

 

These Unaudited Condensed Consolidated Interim Financial Statements for the three months ended March 31, 2026 and 2025 (the “Interim Financial Statements”) have been prepared using International Financial Reporting Standards (“IFRS”) applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The ability of the Company to continue as a going concern is dependent on its ability to obtain financing and achieve future profitable operations.

 

The underlying value of IsoEnergy’s exploration and evaluation assets is dependent upon the existence and economic recovery of mineral resources or reserves and is subject to, but not limited to, the risks and challenges identified above.

 

3.BASIS OF PRESENTATION

 

Statement of Compliance

 

The Interim Financial Statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting. They do not include all of the information required by IFRS for annual financial statements and should be read in conjunction with the audited consolidated annual financial statements as at and for the year ended December 31, 2025.

 

5

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

3.BASIS OF PRESENTATION (continued)

 

Basis of Presentation

 

The Interim Financial Statements have been prepared on a historical cost basis, except for certain financial instruments which have been measured at fair value. In addition, the Interim Financial Statements have been prepared using the accrual basis of accounting except for cash flow information. All monetary amounts expressed in the Interim Financial Statements are referenced as Canadian dollar amounts (“$”), unless otherwise noted. Monetary amounts expressed in US dollars and Australian dollars are referenced as (“US$”) and (“AUD$”), respectively. The Interim Financial Statements are presented in Canadian dollars, which is the functional currency of the Company’s Canadian subsidiaries. The functional currency for the Company’s subsidiaries in the United States is US dollars. The functional currency for the Company’s subsidiaries in Australia is Australian dollars.

 

The Interim Financial Statements of the Company consolidate the accounts of the Company and its subsidiaries. All intercompany transactions, balances, and unrealized gains and losses from intercompany transactions are eliminated on consolidation. The Company holds a 50% interest in an unincorporated joint venture with Purepoint Uranium Group Inc. (“Purepoint Uranium”), comprising of a portfolio of exploration and evaluation assets located in Saskatchewan, Canada (the “Purepoint Joint Venture”). The Purepoint Joint Venture is governed by a formal joint venture agreement (the “Joint Venture Agreement”) and not through any other separate legal vehicle or entity. The Company accounts for the Purepoint Joint Venture as a joint operation and has proportionately consolidated its share of assets, liabilities, incomes and expenses.

 

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases.

 

4.CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

 

The preparation of the Interim Financial Statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable in the circumstances. Uncertainty about these judgments, estimates and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.

 

Information about significant areas of judgement and estimation uncertainty considered by management in preparing the financial statements are set out in Note 4 to the consolidated annual financial statements for the year ended December 31, 2025 and have been consistently followed in preparation of the Interim Financial Statements.

 

5.MATERIAL ACCOUNTING POLICIES

 

The accounting policies followed by the Company are set out in the consolidated annual financial statements for the year ended December 31, 2025 and have been consistently followed in the preparation of the Interim Financial Statements.

 

The following standard has been issued and is effective:

 

Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments

 

In May 2024, the International Accounting Standard Board (“IASB”) issued 'Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)'. The amendments clarify the date of recognition and derecognition of some financial assets and financial liabilities, with a new exception that permits companies to elect to derecognize certain financial liabilities settled via electronic payment systems earlier than the settlement date. The amendments apply for annual reporting periods beginning on or after January 1, 2026, and are applied retrospectively. There were no changes to the Interim Financial Statements from adopting these amendments.

 

The following standard has been issued and is not yet effective:

 

IFRS 18 – Presentation and Disclosure in Financial Statements

 

The IASB has issued IFRS 18 – Presentation and Disclosure in Financial Statements (“IFRS 18”), which replaces IAS 1 – Presentation of Financial Statements. IFRS 18 introduces new requirements for the presentation of financial performance, including revised categories in the statements of loss, enhanced disclosures on management-defined performance measures, and greater consistency in financial statement presentation. The standard is effective for annual reporting periods beginning on or after January 1, 2027 and applies retrospectively, with early adoption permitted.

 

The Company has not early adopted IFRS 18 and continues to evaluate the impact of the forthcoming standard in preparing the Interim Financial Statements.

 

6

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

6.TRANSACTIONS

 

(a)Sale of Argentina assets

 

On July 19, 2024, the Company completed the sale of all of its shares in a previously wholly held subsidiary, which held all the Company’s assets in Argentina which primarily included the Laguna Salada project and the Huemul project, to a third-party buyer, Jaguar Uranium Corp. (“Jaguar Uranium”).

 

Consideration received from the sale primarily included:

 

·US$10.0 million of common shares of Jaguar Uranium, being 2,000,000 shares at a price of US$5.00 per share. Should Jaguar Uranium complete a public listing or a concurrent financing at less than the price of US$5.00 per share, the Company is entitled to additional common shares (“Top Up Shares”) of Jaguar Uranium such that the total common shares held maintains a value of US$10.0 million, with the amount of Top Up Shares issued limited to a minimum price of US$4.00 per share. Should Jaguar Uranium not complete a public listing or not complete a concurrent financing within 12 months of the closing date, the Company is entitled to additional common shares of Jaguar Uranium (the “Additional Jaguar Uranium Shares”).

·Net Smelter Returns (“NSR”) royalty of 2% on all production from the Laguna Salada project (“Laguna Salada NSR”). Jaguar Uranium retains a buy-back option for 1% of the Laguna Salada NSR, exercisable for 7 years at a price of US$2.5 million.

·NSR royalty of 1% on all production from the Huemul project (“Huemul NSR”). The Company retained a buy-back option on an existing royalty agreement on the Huemul project (“Huemul Buy-back Option”).

 

During the three months ended March 31, 2026, Jaguar Uranium completed a public listing and a concurrent financing at a price of US$4.00 per share. As a result, the Company was issued and received the Additional Jaguar Uranium Shares and the Top Up Shares, for total of 1,000,000 common shares of Jaguar Uranium received with a fair value of $4,498,560 (US$3,300,000), which was recorded as a gain on sale of assets.

 

(b)Terminated transaction with Anfield Energy Inc.

 

On October 1, 2024, the Company and Anfield Energy Inc. (“Anfield Energy”) entered into a definitive agreement (the “Arrangement Agreement”), pursuant to which IsoEnergy would acquire all of the issued and outstanding common shares of Anfield Energy by way of a court-approved plan of arrangement (the “AEC Arrangement”). In connection with the AEC Arrangement, IsoEnergy provided a bridge loan in the form of a promissory note of approximately $6.0 million to Anfield Energy, with an interest rate of 15% per annum and a maturity date of April 1, 2025 (the “Bridge Loan”). The Bridge Loan was issued for purposes of satisfying working capital and other obligations of Anfield Energy through to the closing of the proposed transaction. IsoEnergy also provided an indemnity for up to US$3.0 million in principal with respect to certain of Anfield Energy’s property obligations (the “Indemnity”).

 

The Arrangement Agreement provided that either party could unilaterally terminate the Arrangement Agreement if all conditions precedent had not been satisfied by December 31, 2024. Anfield Energy terminated the Arrangement Agreement on January 14, 2025. Anfield Energy repaid the full amount due under the Bridge Loan of $6,168,995, including accrued interest, on January 21, 2025. The Company received a full and final release from the Indemnity on March 3, 2025.

 

(c)Joint Venture Agreement: Put Option exercise

 

The Company initially held a 60% interest and Purepoint Uranium initially held a 40% interest in the Purepoint Joint Venture. The Joint Venture Agreement included an option to adjust the interests to 50% for each party through the exercise of mutually exclusive put and call options, such that the Company had an option to sell (the “Put Option”) and Purepoint Uranium had an option to acquire (the “Call Option”) 10% of IsoEnergy’s initial interest in exchange for 4,000,000 common shares of Purepoint Uranium. The Company exercised its Put Option on January 14, 2025 and the interests in the Purepoint Joint Venture for both the Company and Purepoint Uranium were adjusted to 50%. After the exercise of the put option, the Company’s carrying amount in the Purepoint Joint Venture was reduced by $1,060,000, based on the closing share price of Purepoint Uranium on the exercise date. Through the Joint Venture Agreement, the Company held a further option to purchase an additional 1% interest in the Purepoint Joint Venture from Purepoint Uranium in exchange for $2.0 million (the “Additional Option”). The Additional Option expired on February 28, 2026.

 

The ownership interests of each party are subject to standard dilution if either party fails to contribute to approved programs or expenditures of the Joint Venture Properties. If either party’s interest is reduced to 10% or less, then that party will relinquish its entire interest in the Purepoint Joint Venture in exchange for a 2% NSR royalty on the Joint Venture Properties. The remaining party can purchase 1% of the NSR royalty for $2.0 million.

 

Purepoint Uranium acts as the operator of the Joint Venture Properties in the exploration phase. Once the Joint Venture Properties advance to the pre-development stage, the Company will assume the role of operator.

 

7

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

6.TRANSACTIONS (continued)

 

(d)Sale of Mountain Lake property

 

On February 14, 2025, the Company completed an asset purchase agreement with Future Fuels Inc. (“Future Fuels”) pursuant to which the Company sold all its right, title and interest in the Mountain Lake property located in Nunavut.

 

The Company received the following as consideration on the sale:

 

·$8,625,000 of common shares of Future Fuels, being 12,500,000 shares at a fair value of $0.69 per share based on the closing share price of Future Fuels on the sale closing date.

·2% NSR royalty payable on all production from Mountain Lake, of which 1% can be repurchased by Future Fuels for $1,000,000 (the “Mountain Lake NSR”).

·1% NSR royalty on all uranium production from Future Fuels’ properties in Nunavut other than Mountain Lake (the “Nunavut NSR”).

·An additional 2,500,000 common shares of Future Fuels (the “Deferred Future Fuels Shares”), issuable on the earliest date practicable such that it will not result in the Company owning or controlling more than 19.99% of the outstanding common shares of Future Fuels. The Company received the Deferred Future Fuels Shares on October 3, 2025, valued at $2,250,000 based on the closing share price of Future Fuels on that date.

 

The Company recognized $1,936,944 in royalty assets for the Mountain Lake NSR and Nunavut NSR as a current asset, based on its fair value. The Company initiated negotiations and eventually agreed to the sale of the Mountain Lake NSR and Nunavut NSR, to an unrelated third-party buyer, shortly after closing the sale with Future Fuels (Note 6e).

 

The gain on sale of the Mountain Lake property is as follows:

 

Common shares received  $8,625,000 
Deferred Future Fuels Shares received   2,250,000 
Royalty assets received   1,936,944 
Disposal costs incurred   (41,903)
Net proceeds  $12,770,041 
      
Exploration and evaluation assets (Note 9b)   151,010 
Net assets sold  $151,010 
      
Gain on sale of Mountain Lake property  $12,619,031 

 

(e)Sale of Royalty Assets

 

On May 15, 2025, the Company, along with its wholly owned subsidiary, Consolidated Uranium, completed a royalty purchase agreement with Royal Uranium Inc. (“Royal Uranium”) pursuant to which the Company agreed to sell certain of its royalty assets, which includes the Laguna Salada NSR, Huemul NSR, Huemul Buy-back Option, Mountain Lake NSR, and Nunavut NSR (all together, the “Royalty Assets”). Consideration received from the sale of the Royalty Assets was $2,800,000 of common shares of Royal Uranium, being 8,000,000 shares at a price of $0.35 per share. The royalty purchase agreement assigned consideration of $1,936,944 to the Mountain Lake NSR and Nunavut NSR and $863,056 to the Laguna Salada NSR, Huemul NSR and Huemul Buy-back Option.

 

The Company and Royal Uranium entered into an investor rights agreement, providing the Company with the right to nominate one director to the Royal Uranium board of directors and to participate in future equity financings of Royal Uranium to maintain its pro rata share ownership.

 

The gain on sale of the Royalty Assets is as follows:

 

Common shares received  $2,800,000 
Disposal costs incurred   (42,662)
Net proceeds  $2,757,338 
      
Royalty assets (Note 6d)   1,936,944 
Net assets sold  $1,936,944 
      
Gain on sale of Royalty Assets  $820,394 

 

8

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

6.TRANSACTIONS (continued)

 

(f)Proposed acquisition of Toro Energy Limited

 

On October 12, 2025, the Company and Toro Energy Limited (“Toro Energy”) entered into a scheme implementation deed (the “SID”) pursuant to which IsoEnergy, through one of its wholly owned subsidiaries, will acquire all of the issued and outstanding ordinary shares of Toro Energy (the “Toro Energy Shares”) by way of a scheme of arrangement under Australia’s Corporations Act 2001 (Cth) (the “Toro Scheme”). Toro Energy is an Australian Securities Exchange (“ASX”) listed company that owns 100% of the Wiluna uranium project in Western Australia, Australia, as well as other exploration stage uranium properties in Australia.

 

Under the terms of the SID, shareholders of Toro Energy (the “Toro Energy Shareholders”) will receive 0.036 of a common share of IsoEnergy for each Toro Energy Share. Completion of the Toro Scheme is subject to various conditions, including but not limited to: approval of Toro Energy Shareholders; court approval; applicable regulatory approvals, including approval of the ASX, TSX, and NYSE American; and an independent expert concluding and continuing to conclude that the Toro Scheme is in the best interests of Toro Energy Shareholders.

 

The SID includes customary representations and warranties for a transaction of this nature, as well as notification obligations and a matching right regime in the event any superior proposal is received by Toro Energy. The SID also provides for customary deal-protection measures, including a break fee of approximately AUD$700,000, payable by either IsoEnergy or Toro Energy in certain circumstances.

 

Following the completion of the Toro Scheme, the IsoEnergy Shares will continue to trade on the TSX and NYSE-A and the Toro Energy Shares will be delisted from the ASX. The Company retained an investment bank to advise on the Toro Scheme and provide a fairness opinion to the Company’s Board of Directors, for which the investment bank is entitled to a fixed fee customary for this type of transaction, no part of which is contingent upon the opinion being favourable or upon completion the Toro Scheme or any alternative transaction. The Company has also agreed to pay an additional fee for the investment bank’s advisory services in connection with the Toro Scheme, which is contingent on its successful completion.

 

Toro Energy Shareholders will be asked to approve the Toro Scheme at a shareholder meeting (the “Toro Energy Shareholders Meeting”). The Toro Scheme is expected to close after the Toro Energy Shareholders Meeting, which is expected to take place in the first half of 2026. Costs incurred as of March 31, 2026 in respect of the Toro Scheme of $828,735 are included in prepaid expenses.

 

Subsequent to March 31, 2026, IsoEnergy agreed to provide an unsecured bridge loan of up to AUD$2,000,000 million to Toro Energy (the “Loan Agreement”), with an interest rate of 10% per annum up to and including June 30, 2026, increasing to 15% per annum thereafter. The Loan Agreement has a maturity date of December 31, 2026, or earlier under certain circumstances. The principal amount and accrued interest on the Loan Agreement can be prepaid by Toro Energy, in its sole discretion, prior to the maturity date. Drawdowns pursuant to the Loan Agreement will be utilized for working capital and to satisfy other obligations of Toro Energy through to the closing of the SID. On May 6, 2026, Toro Energy drew down AUD$750,000 under the Loan Agreement.

 

9

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

7.MARKETABLE SECURITES

 

The carrying value of marketable securities is based on the estimated fair value of the common shares and warrants, determined using published closing share prices and the Black-Scholes option pricing model, respectively, or other available information if published share prices are not available. Fair value measurement of common shares held in publicly traded companies are Level 1 and common shares of privately held companies are Level 3 (Note 16). A reconciliation of marketable securities is summarized below:

 

   Common Shares
(Level 1)
   Common Shares
(Level 3)
   Warrants   Total 
Balance, January 1, 2025  $16,251,596   $14,388,400   $541,071   $31,181,067 
Purchased during the period   1,329,332    650,100    690,992    2,670,424 
Common shares of Purepoint Uranium received from exercise of put option (Note 6c)   1,060,000    -    -    1,060,000 
Common shares of Future Fuels received from sale of Mountain Lake (Note 6d)   10,875,000    -    -    10,875,000 
Common shares of Royal Uranium received from sale of Royalty Assets (Note 6e)   -    2,800,000    -    2,800,000 
Common shares and warrants of Premier American Uranium Inc. in exchange for IsoEnergy common shares (Note 14)   1,118,111    -    102,889    1,221,000 
Change in fair value recorded in other comprehensive income   2,085,773    522,800    1,035,491    3,644,064 
Balance, December 31, 2025  $32,719,812   $18,361,300   $2,370,443   $53,451,555 
Purchased during the period, net of disposals   3,382,113    340,100    209,580    3,931,793 
Common shares of Jaguar Uranium received (Note 6a)   4,498,560    -    -    4,498,560 
Transfers of common shares from Level 3 to Level 1 (Note 16)   11,309,200    (11,309,200)   -    - 
Change in fair value recorded in other comprehensive income   (4,208,273)   (5,209,971)   (439,089)   (9,857,333)
Balance, March 31, 2026  $47,701,412   $2,182,229   $2,140,934   $52,024,575 

 

The following weighted average assumptions were used to estimate the fair value of warrants held:

 

   March 31, 2026   December 31, 2025 
Expected stock price volatility   109.68%   116.60%
Expected life of warrants (years)   1.4    1.5 
Risk free interest rate   2.79%   2.55%
Expected dividend yield   0.00%   0.00%
Share price  $0.57   $0.55 
Exercise price  $1.11   $1.10 
Fair value per warrant  $0.18   $0.21 

 

10

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

8.PROPERTY AND EQUIPMENT

 

The following is a summary of the carrying values of property and equipment:

 

   Land and
buildings
   Vehicles
and
equipment
   Right-of-
use assets
   Leasehold
improvements
   Furniture   Total 
Cost                        
Balance, January 1, 2025  $13,302,762   $2,627,296   $497,263   $125,848   $42,479   $16,595,648 
Additions   -    361,834    168,673    79,681    49,165    659,353 
Foreign exchange movement   (576,397)   (161,720)   -    -    -    (738,117)
Balance, December 31, 2025  $12,726,365   $2,827,410   $665,936   $205,529   $91,644   $16,516,884 
Additions   -    12,658    -    -    -    12,658 
Foreign exchange movement   212,078    60,979    -    -    -    273,057 
Balance, March 31, 2026  $12,938,443   $2,901,047   $665,936   $205,529   $91,644   $16,802,599 
                               
Accumulated depreciation                              
Balance, January 1, 2025  $-   $191,785   $130,290   $33,083   $8,188   $363,346 
Depreciation   -    123,420    149,891    47,431    19,632    340,374 
Balance, December 31, 2025  $-   $315,205   $280,181   $80,514   $27,820   $703,720 
Depreciation   -    29,984    38,878    11,714    4,908    85,484 
Balance, March 31, 2026  $-   $345,189   $319,059   $92,228   $32,728   $789,204 
                               
Net book value:                              
Balance, December 31, 2025  $12,726,365   $2,512,205   $385,755   $125,015   $63,824   $15,813,164 
Balance, March 31, 2026  $12,938,443   $2,555,858   $346,877   $113,301   $58,916   $16,013,395 

 

11

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

9.EXPLORATION AND EVALUATION ASSETS

 

The following is a summary of the carrying value of the acquisition costs and expenditures on the Company’s exploration and evaluation assets.

 

   Note  March 31, 2026   December 31, 2025 
Acquisition costs:             
Acquisition costs, opening     $191,191,932   $197,635,680 
Additions  9a   8,276    163,790 
Asset retirement obligation change in estimate  10   (94,610)   349,848 
Disposals and impairment of assets  9b   -    (1,229,454)
Foreign exchange movement      3,563,226    (5,727,932)
Acquisition costs, closing     $194,668,824   $191,191,932 
              
Exploration and evaluation costs:             
Exploration costs, opening     $87,899,887   $64,655,418 
Additions:             
Drilling      2,565,102    8,218,902 
Studies and mine site management      1,272,651    1,649,857 
Labour and wages      964,575    3,233,709 
Camp costs      752,683    2,291,809 
Share-based compensation  14   459,387    1,380,593 
Community relations      146,489    541,625 
Geological and geophysical      144,602    3,748,110 
Geochemistry and assays      131,678    465,322 
Claim holding costs and advance royalties      120,413    1,067,093 
Travel      119,326    550,968 
Health, safety and environmental      112,520    367,764 
Net extension of claim payments (refunds)      74,125    (71,408)
Other      308,548    948,566 
Foreign exchange movement      257,116    (231,071)
Total exploration and evaluation in the period     $7,429,215   $24,161,839 
Disposals and impairment of assets  9b   -    (917,370)
Exploration and evaluation, closing     $95,329,102   $87,899,887 
Total costs, closing     $289,997,926   $279,091,819 

 

All claims are subject to minimum expenditure commitments.  The Company expects to incur the minimum expenditures to maintain the claims, other than for the Bulyea River property (Note 9b).

 

Included in exploration and evaluation assets as at March 31, 2026, is $7,633,891 (2025: $6,362,483) related to the Purepoint Joint Venture. The Company’s share of costs incurred for the Purepoint Joint Venture included in exploration and evaluation costs during the three months ended March 31, 2026 was $1,271,408 (2025: $1,062,483). The Company included advances to the Purepoint Joint Venture, net of exploration and evaluation costs incurred, of $79,625 in prepaid expenses as at March 31, 2026 (2025: $351,033).

 

(a)Additions

 

In the three months ended March 31, 2026, the Company spent $8,276 to stake several property extensions to its Larocque East, East Rim, and Hawk properties in the Athabasca Basin.

 

In the year ended December 31, 2025, the Company elected to issue 16,666 common shares with a value of $161,160 to complete the 1st anniversary payment to retain its 100% interest in the Bulyea River property. In addition, the Company spent $2,630 to stake claims adjacent to its Tony M mine.

 

12

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

9.EXPLORATION AND EVALUATION ASSETS (continued)

 

(b)Disposals and impairment

 

In the year ended December 31, 2025, the Company derecognized $1,060,000 of exploration and evaluation assets as a result of exercising the put option in the Joint Venture Agreement (Note 6c) and derecognized $151,010 of exploration and evaluation assets on completion of the sale of the Mountain Lake property in Nunavut (Note 6d). The Company expects to no longer continue exploration work at the Bulyea River property (Note 12) and recorded an impairment loss of $935,814 as a result.

 

10.ENVIRONMENTAL BONDS AND ASSET RETIREMENT OBLIGATIONS

 

Environmental bonds have been posted with regulatory authorities in Utah, Unites States and Queensland, Australia to secure asset retirement obligations, as well as the reclamation related to recently reclaimed and future exploration work. During the year ended December 31, 2025, the Company posted a AUD$352,066 bond after an updated rehabilitation cost estimate was approved by the regulatory authority for the Ben Lomond property in Queensland, Australia and posted a US$63,400 bond for the exploration program commencing at the Flatiron property in Utah, United States.

 

  

March 31,

2026

   December 31, 2025 
Opening balance, start of period  $3,036,362   $2,725,220 
Environmental bonds posted   -    412,663 
Foreign exchange movement   76,691    (101,521)
Balance, end of period  $3,113,053   $3,036,362 

 

The Company has recognized a provision for environmental rehabilitation in respect of the Tony M, Daneros and Rim mineral properties in Utah, United States and the Ben Lomond property in Queensland, Australia. The provision is based on the applicable regulatory body’s estimates of projected reclamation costs.

 

  

March 31,

2026

   December 31, 2025 
Opening balance, start of period  $2,416,158   $2,026,975 
Accretion   25,213    97,176 
Change in estimates   (94,610)   349,848 
Foreign exchange movement   67,245    (57,841)
Balance, end of period  $2,414,006   $2,416,158 

 

The estimated undiscounted amount of the asset retirement obligations as at March 31, 2026 is $2,493,605 (December 31, 2025: $2,427,892). The expected timing of cash flows in respect of each provision is based on the estimated start of reclamation activities. The asset retirement obligations are estimated based on inflation rates of 2.90% - 3.40% in the United States and 3.70% in Australia (December 31, 2025: 2.90% - 3.40% and 5.10%, respectively) and discount rates of 3.93% - 4.20% in the United States and 4.76% in Australia (December 31, 2025: 3.93% - 4.20% and 4.52%, respectively).

 

13

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

11.CONVERTIBLE DEBENTURES

 

2020 Debentures

 

On August 18, 2020, IsoEnergy entered into an agreement with Queen’s Road Capital Investment Ltd. (“QRC”) for a US$6 million private placement of unsecured convertible debentures (the “2020 Debentures”). The 2020 Debentures carried a coupon (“Interest”) of 8.5% per annum, of which 6% was payable in cash and 2.5% payable in common shares of the Company, over a 5-year term. The principal amount of the 2020 Debentures (converted into Canadian dollars) was convertible into common shares of the Company at QRC’s option at a conversion price (the “Conversion Price”) of $3.52 per share, up to a maximum (the “Maximum Conversion Shares”) of 2,301,577 common shares. The Company received gross proceeds of $7,902,000 (US$6,000,000) on issuance of the 2020 Debentures.

 

On January 19, 2025, QRC elected to convert US$3,000,000 of the principal of the 2020 Debentures for 1,221,818 common shares of the Company (Note 14). Fair value of $13,928,728 of the principal converted was derecognized, which was determined based on the closing share price of the Company on the date of conversion. Interest of $27,539 owed on the US$3,000,000 principal from January 1, 2025 to the date of the conversion was settled in cash.

 

On August 1, 2025, QRC elected to convert the remaining principal amount of the 2020 Debentures of US$3,000,000 for 1,195,250 common shares of the Company (Note 14). Fair value of $10,194,879 of the remaining principal converted was derecognized, which was determined based on the closing share price of the Company on the date of conversion. Interest of $30,357 owed on the US$3,000,000 remaining principal from July 1, 2025 to the date of conversion was settled in cash. A loss of $167,938 was recorded on the settlement of the remaining principal amount of the 2020 Debentures, being the difference between the remaining fair value derecognized and the fair value of the common shares issued, including the Maximum Conversion Shares and the common shares issued to settle the Exchange Rate Fee (as defined below).

 

In the three months ended March 31, 2025, the Company incurred interest expense of $119,032 on the 2020 Debentures.

 

2022 Debentures

 

On December 6, 2022, IsoEnergy entered into an agreement with QRC for a US$4 million private placement of unsecured convertible debentures (the “2022 Debentures” and together with the 2020 Debentures, the “Debentures”). The 2022 Debentures carry Interest at 10% per annum, of which 7.5% is payable in cash and 2.5% payable in common shares of the Company, over a 5-year term. The principal amount of the 2022 Debentures (converted into Canadian dollars) is convertible into common shares of the Company at the holder’s option at a Conversion Price of $17.32 per share, up to 366,070 Maximum Conversion Shares. The Company received gross proceeds of $5,459,600 (US$4,000,000) on issuance of the 2022 Debentures.

 

In the three months ended March 31, 2026, the Company incurred interest expense of $137,187 (2025: $143,518) on the 2022 Debentures.

 

The Company is entitled, at any time the 20-day VWAP of the Company’s shares listed on the TSX exceeds 130% of the applicable Conversion Price, to redeem the 2022 Debentures at par plus accrued and unpaid Interest.

 

Upon completion of a change of control (which also requires in the case of the holders’ right to redeem the 2022 Debentures, a change in the Chief Executive Officer of the Company), the holders of the 2022 Debentures or the Company may require the Company to purchase or the holders to redeem, as the case may be, any outstanding 2022 Debentures in cash at 115% of the principal amount, plus accrued but unpaid interest, if any. In addition, upon the public announcement of a change of control that is supported by the Board of Directors, the Company may require the holders of the 2022 Debentures to convert the 2022 Debentures into common shares at the Conversion Price provided the consideration payable upon the change of control exceeds the Conversion Price and is payable in cash.

 

General terms of the Debentures

 

Interest is payable semi-annually on June 30 and December 31, and common shares of the Company issued as partial payment of Interest are, subject to TSX approval, issuable at a price equal to the 20-day volume-weighted average trading price (“VWAP”) of the Company’s common shares on the TSX on the twenty days prior to the date such Interest is due.

 

On the conversion of any portion of the principal amount of the Debentures, if the number of common shares to be issued on such conversion, taking into account all common shares issued in respect of all prior conversions of such Debentures, would result in the common shares to be issued exceeding the Maximum Conversion Shares for such Debentures, on conversion QRC shall be entitled to receive a payment (an “Exchange Rate Fee”) equal to the number of common shares that are not issued as a result of exceeding the Maximum Conversion Shares, multiplied by the 20-day VWAP. IsoEnergy can elect to pay any such Exchange Rate Fee in cash or, subject to the TSX approval, in common shares of the Company.

 

14

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

11.CONVERTIBLE DEBENTURES (continued)

 

The Company revalues the Debentures to fair value at the end of each reporting period with the change in the period related to credit risk recorded in Other Comprehensive Income or Loss (“OCI”) and other changes in fair value in the period recorded in the income or loss for the period.

 

Three months ended March 31, 2026  2022
Debentures
 
Fair value, start of period  $5,430,859 
Change in fair value in the period included in profit and loss   573,612 
Change in fair value in the period included in OCI   484 
Fair value, end of period  $6,004,955 

 

Year ended December 31, 2025  2022
Debentures
   2020
Debentures
   Total 
Fair value, start of period  $4,870,701   $25,408,605   $30,279,306 
Conversion of 2020 Debentures   -    (24,123,607)   (24,123,607)
Change in fair value in the period included in profit and loss   575,341    (1,284,998)   (709,657)
Change in fair value in the period included in OCI   (15,183)   -    (15,183)
Fair value, end of period  $5,430,859   $-   $5,430,859 

 

The following relevant assumptions were used to estimate the fair value of the Debentures:

 

   2022 Debentures   2020 Debentures1 
  

March 31,

2026

  

December 31,

2025

   December 31,
2025
 
Expected stock price volatility   68.00%   60.00%   - 
Expected life (years)   1.7    1.9    - 
Risk free interest rate   2.66%   2.46%   - 
Expected dividend yield   0.00%   0.00%   - 
Credit spread   23.11%   23.12%   - 
Underlying share price of the Company  $14.74   $12.49   $8.67 
Conversion price  $17.32   $17.32   $3.52 
Exchange rate ($:US$)   1.3959    1.3711    1.3797 

 

Note 1: The discount on the 2020 Debentures is assumed to be 0% as it is assumed that the 2020 Debentures can be converted immediately and the shares received on conversion can be sold at fair market value. The assumptions listed as at December 31, 2025, represent assumptions as of August 1, 2025, which was the date of the conversion of the remaining 2020 Debentures.

 

12.COMMITMENTS

 

The Company’s undiscounted commitments and contractual obligations at March 31, 2026 include:

 

   Less than 1 year   1 to 3 years   Over 4 years   Total 
Accounts payable and accrued liabilities  $1,770,320   $-   $-   $1,770,320 
2022 Debentures   6,004,955    -    -    6,004,955 
Flow-through share premium liabilities   2,909,206    -    -    2,909,206 
Purepoint Joint Venture advances   2,000,000    -    -    2,000,000 
Lease liabilities   198,753    210,280    42,753    451,786 
Asset retirement obligations   -    -    2,493,605    2,493,605 
   $12,883,234   $210,280   $2,536,358   $15,629,872 

 

15

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

12.COMMITMENTS (continued)

 

Flow-through funding commitments

 

The Company has raised funds through the issuance of flow-through shares. Based on Canadian tax law, the Company is required to spend this amount on eligible exploration expenditures by December 31 of the year following the year in which the shares were issued.

 

The premium received for a flow-through share, which is the price received for the share in excess of the market price of the share, is recorded as a flow-through share premium liability. This liability is subsequently reduced when the required exploration expenditures are made, on a pro rata basis, and accordingly, a recovery of flow-through premium is then recorded as a reduction in the deferred tax expense to the extent that deferred income tax assets are available.

 

The Company issued flow-through shares on February 9, 2024 for gross proceeds of $23,000,000 and subsequently incurred $23,000,000 in eligible exploration expenditures in the period up to December 31, 2025, fulfilling the Company’s obligation to spend the funds raised on eligible exploration expenditures. As the commitment is fully satisfied, the remaining balance of the flow-through share premium liability was derecognized in 2025.

 

The Company issued flow-through shares on February 28, 2025 for gross proceeds of $20,007,375 (Note 14) and has incurred $12,734,361 in eligible exploration expenditures up to March 31, 2026. As of March 31, 2026, the Company is obligated to spend $7,273,014 on eligible exploration expenditures by December 31, 2026.

 

The flow-through share premium liability is comprised of:

 

  

March 31,

2026

  

December 31,

2025

 
Balance, opening  $4,695,312   $1,355,210 
Liability incurred on flow-through shares issued   -    8,002,950 
Settlement of flow-through share liabilities on expenditures   (1,786,106)   (4,662,848)
Balance, closing  $2,909,206   $4,695,312 

 

Contingent payment obligations

 

The Company has an obligation to make a contingent payment of $500,000 related to the acquisition of the West Newcastle Range, Teddy Mountain and Ardmore East projects, if either of the following milestones are met by 2030:

 

·a National Instrument 43-101 compliant mineral resource estimate for the West Newcastle Range and Teddy Mountain projects is prepared where the mineral resource estimate is greater than or equal to 6.0 million pounds of U₃O₈; or

·with respect to the Ardmore East project the mineral resources estimate is greater than or equal to 6.0 million pounds of U₃O₈ equivalent.

 

Royalties

 

In addition to applicable federal, provincial/state and municipal property taxes, duties and advance royalties, the Company’s exploration and evaluation properties are subject to certain royalties, which may or may not be payable in the future, depending on whether revenue is derived from the claims or leases to which these royalties are applicable.

 

Contractual arrangements

 

The purchase agreement for the Bulyea River property, which closed on June 28, 2024, includes a provision for the return of the Bulyea River property to Critical Path Minerals Corp. (“Critical Path Minerals”), if the Company does not or chooses to not make the following payments to Critical Path Minerals by the following dates:

 

·On or before the 2nd anniversary of the closing date of sale: $300,000 in cash or common shares or a combination thereof, at the election of the Company; and

·On or before the 3rd anniversary of the closing date of sale: $350,000 in cash or common shares or a combination thereof, at the election of the Company.

 

The Company also agreed to:

 

·Incur minimum expenditures of $2,000,000 within 36 months of the closing date of sale; and

·Within 30 days after a published technical report containing a current mineral resource estimate for the Bulyea River property, pay Critical Path Minerals $1,000,000 in cash or common shares or a combination thereof, at the election of the Company.

 

16

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

13.INCOME TAXES

 

Deferred income tax recovery for the three months ended March 31 comprises:

 

   2026   2025 
Deferred income tax expense related to operations  $(2,419,157)  $(1,340,305)
Settlement of flow-through share liability on expenditures   1,786,106    509,434 
Deferred income tax expense  $(633,051)  $(830,871)

 

In the three months ended March 31, 2026, the Company recognized a deferred tax recovery of $1,310,887 (2025: $776,630) related to the change in the fair value of the marketable securities recorded in OCI. In the three months ended March 31, 2026, the Company incurred $4,465,264 (2025: $3,159,178) of eligible exploration expenditures in respect of its flow-through funding commitments. Share issue costs presented in the statements of changes in equity in the three months ended March 31, 2026, are net of a deferred tax impact of $1,081,141 (2025: $560,373).

 

14.SHARE CAPITAL

 

Authorized Capital - Unlimited number of common shares with no par value.

 

Issued

 

On March 20, 2025, the Company completed a consolidation of its issued and outstanding common shares on the basis of one new post-consolidation common share for every four existing pre-consolidation common shares. No fractional common shares were issued and any fractional shares were rounded down to the nearest whole common share.

 

For the three months ended March 31, 2026:

 

(a)During the three months ended March 31, 2026, the Company issued 174,959 common shares on the exercise of stock options for proceeds of $2,159,125. As a result of the exercises, $1,309,679 was reclassified from reserves to share capital.

 

(b)On January 27, 2026, the Company issued 3,833,410 common shares at a price of $15.00 per share to a syndicate of underwriters, for gross proceeds of $57,501,150 in a bought deal financing. Share issuance cost was $2,941,450, net of tax of $1,081,141. Concurrently, the Company issued 1,666,667 common shares to NexGen at a price of $15.00 per share for gross proceeds of $25,000,005 in a private placement.

 

For the year ended December 31, 2025:

 

(a)During the year ended December 31, 2025, the Company issued:

 

·2,417,068 common shares to QRC in respect of the full conversion of the US$6,000,000 principal of the 2020 Debentures (Note 11).

·550,975 common shares on the exercise of stock options for proceeds of $3,229,736. As a result of the exercises, $3,272,577 was reclassified from reserves to share capital.

·29,167 common shares on the exercise of RSUs. As a result of the exercises, $322,004 was reclassified from reserves to share capital.

·17,761 common shares to QRC to settle $188,732 of interest expense on the Debentures (Note 11).

·16,666 common shares to Critical Path Minerals with a fair value of $161,160 to retain its 100% interest in the Bulyea River property (Note 9a).

·100,000 common shares were issued for the purchase of 2,135,760 common shares and 2,708,627 common share purchase warrants of Premier American Uranium Inc. (“Premier American Uranium”) (Note 7).

 

(b)On February 28, 2025, the Company issued 1,333,825 flow-through common shares at a price of $15.00 per share for gross proceeds of $20,007,375. Share issuance cost was $1,515,084, net of tax of $560,373. Concurrently, the Company issued 625,000 common shares to NexGen at a price of $10.00 per share for gross proceeds of $6,250,000 as part of a private placement.

 

(c)On June 24, 2025, the Company issued 5,121,500 common shares at a price of $10.00 per share for gross proceeds of $51,215,000 in a bought deal financing. Share issuance cost was $1,750,335, net of tax of $647,385.

 

17

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

14.SHARE CAPITAL (continued)

 

Stock Options

 

Pursuant to the Company’s Omnibus Long-Term Incentive Plan (“Omnibus Plan”), directors may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of the Company, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The options can be granted for a maximum term of 10 years and are subject to vesting provisions as determined by the Board of Directors of the Company.

 

Stock option transactions and the number of stock options outstanding on the dates set forth below are summarized as follows:

 

   Number of options   Weighted average
exercise price per share
 
Outstanding January 1, 2025   3,882,448   $13.20 
Granted   1,258,250    10.58 
Expired   (63,669)   15.03 
Forfeited   (51,501)   12.39 
Exercised   (550,975)   5.86 
Outstanding December 31, 2025   4,474,553   $13.35 
Granted   706,375    13.78 
Expired   (20,953)   13.55 
Exercised   (174,959)   12.34 
Outstanding, March 31, 2026   4,985,016   $13.45 
Number of options exercisable   3,672,020   $14.02 

 

As at March 31, 2026, the Company has stock options outstanding and exercisable as follows:

 

Range of
exercise prices
  Number of
options
   Weighted average
exercise price
   Number of
options
exercisable
   Weighted
average
exercise price
   Weighted
average
remaining
contractual life (years)
 
$9.78 - $10.44   964,833   $9.94    475,251   $10.11    3.9 
$10.45 - $12.64   1,368,582    12.04    1,016,084    11.98    3.0 
$12.65 - $15.24   1,313,234    13.78    842,318    13.77    3.3 
$15.25 - $16.52   1,027,608    16.27    1,027,608    16.27    1.7 
$16.53 - $20.40   310,759    19.85    310,759    19.85    0.8 
    4,985,016   $13.45    3,672,020   $14.02    2.8 

 

The majority of options granted vest 1/3 on the grant date and 1/3 each year thereafter. Replacement options issued to Consolidated Uranium option holders in 2023 were all vested on the date of issuance.

 

The Company uses the Black-Scholes option pricing model to calculate the fair value of granted stock options. The model requires management to make estimates, which are subjective and may not be representative of actual results. Changes in assumptions can materially affect fair value estimates.

 

18

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

14.SHARE CAPITAL (continued)

 

Stock Options (continued)

 

The following weighted average assumptions were used to estimate the grant date fair values:

 

  

March 31,

2026

   December 31, 2025 
Expected stock price volatility   52.71%   58.05%
Expected life of options (years)   5.0    5.0 
Risk free interest rate   2.96%   3.05%
Expected dividend yield   0.00%   0.00%
Weighted average exercise price  $13.78   $10.58 
Weighted average fair value per option granted  $6.69   $5.55 

 

Share-based compensation related to the vesting of stock options for the three months ended March 31 are as follows:

 

   2026   2025 
Expensed to the statement of income and comprehensive (loss) income  $2,434,074   $1,826,026 
Capitalized to exploration and evaluation assets   427,652    557,227 
   $2,861,726   $2,383,253 

 

Restricted Share Units

 

Pursuant to the Company’s Omnibus Plan, the directors may, from time to time, authorize the issuance of Restricted Share Units (a “RSU” or RSUs”) to directors, officers, employees and consultants of the Company. Each RSU, once vested, is exercised and a common share is issued for zero consideration to the participant.

 

RSUs issued and outstanding on the dates set forth below are summarized as follows:

 

   Number of RSUs   Weighted average
grant date fair value
 
Outstanding January 1, 2025   87,500   $11.04 
Granted   87,500    11.83 
Exercised   (29,167)   11.04 
Outstanding December 31, 2025   145,833   $11.51 
Outstanding March 31, 2026   145,833   $11.51 

 

Share-based compensation related to the vesting of RSUs for the three months ended March 31 are as follows:

 

   2026   2025 
Expensed to the statement of income and comprehensive (loss) income  $190,408   $119,813 
Capitalized to exploration and evaluation assets   31,735    19,968 
   $222,143   $139,781 

 

At-The-Market Equity Program

 

Subsequent to March 31, 2026, the Company established an at-the-market equity program (the “ATM Program”) which allows the Company to issue up to $50.0 million of common shares from treasury from time to time at prevailing market prices. The volume and timing of distributions under the ATM Program, if any, will be determined at the Company’s sole discretion, subject to applicable securities regulations. The ATM Program is in effect until May 31, 2028.

 

19

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

15.RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT PERSONNEL COMPENSATION

 

NexGen is a related party of the Company due to its ownership in the Company and the overlapping members of the Board of Directors between NexGen and the Company. The Company’s key management personnel and directors are related parties. Premier American Uranium is a related party due to an overlap in key management personnel.

 

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of executive and non-executive members of the Company’s Board of Directors and senior officers.

 

Remuneration attributed to key management personnel is summarized as follows.

 

Three months ended March 31, 2026  Short term
compensation
   Share-based
compensation
   Total 
Expensed to the statement of income and comprehensive (loss) income  $497,280   $2,171,311   $2,668,591 
Capitalized to exploration and evaluation assets   64,687    144,291    208,978 
   $561,967   $2,315,602   $2,877,569 

 

Three months ended March 31, 2025  Short term
compensation
   Share-based
compensation
   Total 
Expensed to the statement of income and comprehensive (loss) income  $434,963   $1,659,994   $2,094,957 
Capitalized to exploration and evaluation assets   64,323    130,262    194,585 
   $499,286   $1,790,256   $2,289,542 

 

As of March 31, 2026:

 

·$19,318 (December 31, 2025: $5,908) was included in accounts payable and accrued liabilities owing to related parties and directors and officers; and

·$12,945 (December 31, 2025: $nil) was included in accounts receivable owing by related parties.

 

During the three months ended March 31, 2026, the Company:

 

·reimbursed NexGen $nil (2025: $5,540) for use of NexGen’s office space; and

·received $32,420 (2025: $nil) from Premier American Uranium primarily as reimbursement for salaries.

 

Concurrent with the flow through financing on February 28, 2025, NexGen subscribed to 625,000 common shares of the Company in a private placement. NexGen participated in the bought deal financing on June 24, 2025, and bought 1,200,000 common shares. Concurrent with the bought deal financing on January 27, 2026, NexGen subscribed to 1,666,667 common shares of the Company in a private placement (Note 14).

 

16.FINANCIAL INSTRUMENTS

 

The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, marketable securities, accounts payable and accrued liabilities, and convertible debentures.

 

Fair Value Measurement

 

The Company classifies the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument:

 

·Level 1 – quoted prices in active markets for identical assets or liabilities.

·Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

·Level 3 – inputs for the asset or liability that are not based on observable market data.

 

The fair values of the Company’s cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities approximate their carrying value, due to their short-term maturities or liquidity.

 

20

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

16.FINANCIAL INSTRUMENTS (continued)

 

Fair Value Measurement (continued)

 

The 2022 Debentures are re-measured at fair value at each reporting date with any change in fair value recognized in profit or loss, except for the change in fair value that is attributable to change in credit risk, which is presented in other comprehensive income (loss) (Note 11). The 2022 Debentures are classified as Level 2.

 

Marketable securities are re-measured at fair value at each reporting date with any change in fair value recognized in other comprehensive income (loss) (Note 7). The common shares included in marketable securities are Level 1, except for the common shares of privately held marketable securities, which are Level 3 and their fair value is primarily based on the price of their most recent share issuances. The warrants included in marketable securities are Level 2.

 

During the three months ended March 31, 2026, Jaguar Uranium and Verdera Energy Corp. completed public listings. As a result, the Company transferred its common shares held in these entities from Level 3 to Level 1 (Note 7). The fair value transferred is measured at the share price at the time of the public listing of each entity.

 

Financial instrument risk exposure

 

As at March 31, 2026, the Company’s financial instrument risk exposure and the impact thereof on the Company’s financial instruments are summarized below:

 

(a)Credit Risk

 

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As at March 31, 2026, the Company has cash and cash equivalents on deposit with large banks in Canada, the United States, and Australia. Credit risk is concentrated as a significant amount of the Company’s cash and cash equivalents is held at a Canadian financial institution. Management believes the risk of loss to be remote.

 

The Company’s accounts receivable mostly consists of input tax credits receivable from the Governments of Canada and Australia and amounts receivable from related parties. Accordingly, the Company does not believe it is subject to significant credit risk.

 

(b)Liquidity Risk

 

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet its obligations under financial instruments. The Company manages liquidity risk by maintaining sufficient cash balances that are accessible on deposit or on short-term notice. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet short-term obligations. As at March 31, 2026, the Company had an adjusted working capital balance of $183,253,876 (adjusted working capital is defined as current assets less current liabilities, excluding flow-though share premium liabilities and debenture liabilities), including cash and cash equivalents of $130,537,804.

 

(c)Market Risk

 

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices.

 

(i)Interest Rate Risk

 

Interest rate risk is the risk that the future cash flows from a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash and cash equivalents in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company’s cash and cash equivalent balances as of March 31, 2026. The interest on the 2022 Debentures is fixed and not subject to market fluctuations.

 

(ii)Price Risk

 

The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact of movements in individual equity prices or general movements in the level of the stock market on the Company’s financial performance. Commodity price risk is defined as the potential adverse impact of commodity price movements and volatilities on financial performance and economic value. Future declines in commodity prices may impact the valuation of long-lived assets. The Company closely monitors the commodity prices of uranium, individual equity movements, and the stock market. The Company holds marketable securities which are subject to equity price risk.

 

21

 

 

ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

16.FINANCIAL INSTRUMENTS (continued)

 

Financial instrument risk exposure (continued)

 

(iii)Foreign Currency Risk

 

The Company enters into transactions denominated in foreign currencies from time-to-time and in addition to Canada, the Company operates in the United States and Australia, and is therefore exposed to foreign exchange risk arising from transactions denominated in foreign currencies. Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the Company’s functional currency. Consequently, fluctuations of the Canadian dollar in relation to other currencies impact the fair value of financial assets, liabilities and operating results. Financial instruments subject to foreign currency risk include US dollar and Australian dollar denominated cash, US dollar and Australian dollar accounts receivable, US dollar and Australian dollar marketable securities, US dollar and Australian dollar accounts payable and accrued liabilities, and the 2022 Debentures. The Company maintains Canadian, US and Australian dollar bank accounts.

 

The Company is exposed to foreign exchange risk on its US dollar denominated cash, accounts payable and accrued liabilities, accounts receivable, marketable securities and 2022 Debentures. At its maturity date, the principal amount of the 2022 Debentures is due in full, and prior to then at a premium upon the occurrence of certain events, including a change of control. The Company holds sufficient US dollars to make all cash interest payments due under the 2022 Debentures until maturity but not to pay the principal amount. Accordingly, the Company is subject to risks associated with fluctuations in the Canadian/US dollar exchange rate that may make the 2022 Debentures more costly to repay.

 

A 5% change in the Canadian/US dollar exchange rate can result in a net increase or decrease in the Company’s US dollar denominated financial instruments of $675,540 that would flow through the consolidated statement of income and comprehensive (loss) income.

 

The Company is exposed to foreign exchange risk on its Australian dollar denominated cash, accounts receivable, marketable securities, and accounts payable and accrued liabilities. Accordingly, the Company is subject to risks associated with fluctuations in the Canadian/Australian dollar exchange rate that may impact on its operating results.

 

A 5% change in the Canadian/Australian dollar exchange rate can result in a net increase or decrease in the Company’s Australian dollar denominated financial instruments by $241,327 that would flow through consolidated statement of income and comprehensive (loss) income.

 

17.SEGMENT INFORMATION

 

The Company has identified its operating segments based on the internal reports that are reviewed and used by the chief executive officer and the executive management in assessing performance and in determining the allocation of resources. The Company has one operating segment, being the acquisition, exploration and development of uranium properties.

 

Geographically, the Company’s non-current assets are identified by country, being Canada, the United States, and Australia, with the corporate office in Canada. Geographic disclosure is as follows.

 

As at March 31, 2026  Canada   United States   Australia   Total 
Current assets  $183,929,660   $807,671   $455,754   $185,193,085 
Property and equipment   610,437    15,402,958    -    16,013,395 
Exploration and evaluation assets   117,119,827    144,281,920    28,596,179    289,997,926 
Other non-current assets   -    2,333,570    779,483    3,113,053 
Total assets  $301,659,924   $162,826,119   $29,831,416   $494,317,459 
Total liabilities  $11,111,173   $2,088,111   $767,437   $13,966,721 

 

As at December 31, 2025  Canada   United States   Australia   Total 
Current assets  $117,888,743   $721,059   $407,134   $119,016,936 
Property and equipment   680,859    15,132,305    -    15,813,164 
Exploration and evaluation assets   112,337,763    139,495,657    27,258,399    279,091,819 
Other non-current assets   -    2,292,210    744,152    3,036,362 
Total assets  $230,907,365   $157,641,231   $28,409,685   $416,958,281 
Total liabilities  $12,713,435   $2,020,014   $798,746   $15,532,195 

 

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ISOENERGY LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, expressed in Canadian Dollars)

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

 

18.SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

 

There was no cash paid for income tax in the three months ended March 31, 2026 and 2025.

 

Non-cash transactions in the three months ended March 31, 2026 and 2025 included:

 

(a)A non-cash transaction of $459,387 (2025: $577,195) related to share-based payments was included in exploration and evaluation assets (Note 14).

 

(b)Additions to exploration and evaluation assets are presented net of a non-cash increase in accounts payable of $122,206 (2025: $1,632,0051) and depreciation of $17,999 (2025: $7,329) directly related to exploration and evaluation assets (Note 9). Acquisitions of exploration and evaluation assets are presented net of a non-cash decrease to asset retirement obligations of $94,610 (2025: $nil).

 

(c)In the three months ended March 31, 2025, the Company issued 1,221,818 common shares to QRC with a fair value of $13,928,728 following the conversion of US$3 million principal of the 2020 Debentures (Note 11).

 

(d)In the three months ended March 31, 2025, the Company received $1,060,000 of common shares of Purepoint Uranium in exchange for 10% of the Company’s interest in the Purepoint Joint Venture, with no gain or loss recorded on the exercise of the Put Option (Note 6c).

 

(e)In the three months ended March 31, 2025, additions to property and equipment are presented net of a non-cash increase in right-of-use assets of $165,176 (Note 8).

 

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FAQ

What were IsoEnergy Ltd. (ISOU) key financial results for Q1 2026?

IsoEnergy recorded a net loss of $1,502,775 for the three months ended March 31, 2026. The uranium explorer had $130,537,804 in cash and cash equivalents and $183,253,876 in adjusted working capital, reflecting strong liquidity despite its exploration-stage, non-revenue status.

How much did IsoEnergy (ISOU) spend on exploration in Q1 2026 and where?

IsoEnergy incurred $7,172,099 of exploration and evaluation expenditures in Q1 2026. Spending focused mainly on the Larocque East Project in Canada, winter drilling at the Dorado Project through the Purepoint Joint Venture, and work at the Tony M Mine and other U.S. uranium assets.

What recent financings strengthened IsoEnergy’s (ISOU) balance sheet?

On January 27, 2026, IsoEnergy closed a “bought deal” for 3,833,410 common shares at $15.00 each, raising about $57.5 million, plus a concurrent private placement of 1,666,667 shares to NexGen for roughly $25.0 million, significantly boosting cash resources.

What is IsoEnergy’s (ISOU) proposed transaction with Toro Energy Limited?

IsoEnergy agreed a scheme of arrangement to acquire all shares of Toro Energy Limited. Toro shareholders are to receive 0.036 IsoEnergy common shares per Toro share. Completion depends on shareholder, court and regulatory approvals, with closing expected in the first half of 2026.

How strong is IsoEnergy’s (ISOU) liquidity and working capital position?

As of March 31, 2026, IsoEnergy held $130,537,804 in cash and cash equivalents and reported $183,253,876 in adjusted working capital. Management states this fully funds global exploration, pre-development activities and corporate initiatives through at least December 31, 2026.

Does IsoEnergy (ISOU) have any producing uranium mines or current reserves?

IsoEnergy has no projects in production and no current Mineral Reserves. Its portfolio consists of exploration and development-stage uranium properties in Canada, the United States and Australia, including the high-grade Hurricane deposit and permitted but standby conventional mines in Utah.

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