IsoEnergy (NYSE American: ISOU) closes C$25M NexGen private placement

Rhea-AI Filing Summary

IsoEnergy Ltd. completed a non-brokered concurrent private placement with NexGen Energy Ltd. for C$25,000,005. The company issued 1,666,667 common shares at C$15.00 per share. Proceeds are expected to fund continued development and exploration of its mineral properties and for general corporate purposes.

The financing was structured so NexGen can maintain its pro rata ownership at approximately 30% after a separate bought deal offering. The NexGen investment is treated as a related party transaction under MI 61-101, with IsoEnergy relying on exemptions because the deal value is below 25% of its market capitalization.

Insights

Corporate finance and mining-sector analyst

IsoEnergy secures C$25M from a strategic holder, reinforcing funding and ownership ties.

IsoEnergy raised C$25,000,005 by issuing 1,666,667 shares at C$15.00 each to NexGen Energy in a non-brokered private placement alongside a bought deal financing. Proceeds are earmarked for development and exploration of uranium assets and general corporate purposes.

NexGen’s participation keeps its ownership around 30%, underscoring a continuing strategic relationship. The transaction is classified as a related party deal under MI 61-101, but relies on exemptions because its fair market value is below 25% of IsoEnergy’s market capitalization for that rule.

Board approval included disclosures of interest and abstentions by conflicted directors, which helps align with governance expectations for related party transactions. Future company disclosures will show how effectively the new capital is deployed across projects such as Larocque East and the Utah mine portfolio.

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 January 2026

Commission File Number 001-42611

ISOENERGY LTD.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

217 Queen Street West, Suite 303

Toronto, Ontario

M5V 0R2

Tel: 1-833-572-2333

(Address of principal executive offices)

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

Form 20-F  ☐            Form 40-F  ☒

EXHIBIT INDEX

Exhibit Number	Description
99.1	News Release dated January 27, 2026 - IsoEnergy Completes C$25 Million Concurrent Private Placement with NexGen Energy

SIGNATURES

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

				ISOENERGY LTD.
Date: January 27, 2026				By:		/s/ Graham du Preez
						Name: Graham du Preez
						Title: Chief Financial Officer

Exhibit 99.1

IsoEnergy Completes C$25 Million Concurrent Private Placement with NexGen Energy

All monetary amounts are expressed in Canadian Dollars, unless otherwise indicated.

TORONTO, Jan. 27, 2026 /CNW/ - IsoEnergy Ltd. (NYSE American: ISOU) (TSX: ISO) (the "Company" or "IsoEnergy") is pleased to announce that, further to its press release dated January 20, 2026 and in connection with the completion of its bought deal financing (the "Offering"), the Company has also closed its non-brokered private placement (the "Concurrent Private Placement") pursuant to which the Company issued 1,666,667 common shares of the Company (the "Shares") at a price of C$15.00 per Share to NexGen Energy Ltd. ("NexGen") for aggregate gross proceeds of C$25,000,005.

The proceeds from the Concurrent Private Placement are expected to be used to fund the continued development and further exploration of the Company's mineral properties, and for general corporate purposes.

The Concurrent Private Placement was completed to enable NexGen to maintain its pro rata ownership interest in the Company at approximately 30% after giving effect to the Offering. The Shares issued pursuant to the Concurrent Private Placement are subject to a statutory hold period of four months and one day following the closing of the Concurrent Private Placement. No commission or other fee is payable in connection with the sale of Shares pursuant to the Concurrent Private Placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, and applicable state securities laws.

NexGen's participation in the Concurrent Private Placement constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with the Concurrent Private Placement under MI 61-101 in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 due to the fair market value of the Concurrent Private Placement being below 25% of the Company's market capitalization for purposes of MI 61-101. The Company was not able to file a material change report 21 days prior to the closing date of the Concurrent Private Placement as a result of the closing date. The Concurrent Private Placement was approved by the board of directors of the Company with each of Messrs. Curyer, Patricio and McFadden having disclosed his interest in the Concurrent Private Placement and abstaining from voting in respect thereof. The Company has not received, nor has it requested a valuation of its securities or the subject matter of the Concurrent Private Placement in the 24 months prior to the date hereof.

About IsoEnergy Ltd.

IsoEnergy (NYSE American: ISOU; TSX: ISO) is a leading, globally diversified uranium company with substantial current and historical mineral resources in top uranium mining jurisdictions of Canada, the U.S. and Australia at varying stages of development, providing near-, medium- and long-term leverage to rising uranium prices. IsoEnergy is currently advancing its Larocque East project in Canada's Athabasca basin, which is home to the Hurricane deposit, boasting the world's highest-grade indicated uranium mineral resource. IsoEnergy also holds a portfolio of permitted past-producing, conventional uranium and vanadium mines in Utah with a toll milling arrangement in place with Energy Fuels. These mines are currently on standby, ready for rapid restart as market conditions permit, positioning IsoEnergy as a near-term uranium producer.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Disclosure regarding forward-looking statements

This press release contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation (collectively, referred to as "forward-looking information"). Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". This forward-looking information may relate to the Concurrent Private Placement, including statements with respect to the anticipated use of the net proceeds from the Concurrent Private Placement; and any other activities, events or developments that the Company expects or anticipates will or may occur in the future.

Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management at the time, are inherently subject to business, market and economic risks, uncertainties and contingencies that may cause actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements. Such assumptions include, but are not limited to, the price of uranium; and that general business and economic conditions will not change in a materially adverse manner. Although IsoEnergy has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

Such statements represent the current views of IsoEnergy with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by IsoEnergy, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Risks and uncertainties include, but are not limited to the following: regulatory determinations and delays; stock market conditions generally; demand, supply and pricing for uranium; and general economic and political conditions in Canada, the United States and other jurisdictions where the applicable party conducts business. Other factors which could materially affect such forward-looking information are described in the risk factors in IsoEnergy's most recent annual management's discussion and analysis or annual information form and IsoEnergy's other filings with the Canadian securities regulators which are available under the Company's profile on SEDAR+ at www.sedarplus.ca. IsoEnergy does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

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SOURCE IsoEnergy Ltd.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/January2026/27/c6827.html

%CIK: 0001997377

For further information: For further information, please contact: IsoEnergy Ltd., Philip Williams, CEO and Director, (833) 572-2333, info@isoenergy.ca

CO: IsoEnergy Ltd.

CNW 13:30e 27-JAN-26

FAQ

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

IsoEnergy announced completion of a C$25,000,005 private placement with NexGen Energy, issuing 1,666,667 common shares at C$15.00 each. The financing runs alongside a bought deal offering and is intended to support development, exploration, and general corporate purposes across IsoEnergy’s uranium-focused asset portfolio.

How many shares did IsoEnergy (ISOU) issue to NexGen and at what price?

IsoEnergy issued 1,666,667 common shares to NexGen at a price of C$15.00 per share, for aggregate gross proceeds of C$25,000,005. These shares are subject to a four-month-and-one-day statutory hold period following closing of the concurrent private placement transaction.

Why did NexGen participate in IsoEnergy’s concurrent private placement?

NexGen participated to maintain its pro rata ownership in IsoEnergy at approximately 30% following IsoEnergy’s bought deal financing. The C$25 million non-brokered private placement was structured specifically to keep NexGen’s stake at this level after giving effect to the separate offering.

How will IsoEnergy (ISOU) use the C$25 million in private placement proceeds?

IsoEnergy expects to use the proceeds for project spending, including continued development and further exploration of its mineral properties, and for general corporate purposes. This supports advancement of assets such as Larocque East and its portfolio of permitted, past-producing uranium and vanadium mines.

Is NexGen’s investment in IsoEnergy considered a related party transaction?

Yes, NexGen’s participation is a related party transaction under Canadian MI 61-101 rules. IsoEnergy used exemptions from formal valuation and minority approval because the fair market value of the C$25,000,005 private placement is below 25% of its market capitalization for MI 61-101 purposes.

Were any fees or commissions paid on IsoEnergy’s concurrent private placement?

No commissions or other fees are payable on the transaction. IsoEnergy states that no commission or other fee is due in connection with the sale of 1,666,667 common shares to NexGen under the C$25,000,005 non-brokered concurrent private placement structure.

What are the key restrictions on the new IsoEnergy shares issued to NexGen?

The new shares are subject to a statutory hold period of four months and one day after closing of the concurrent private placement. In addition, the securities are not registered under the U.S. Securities Act and cannot be offered or sold in the United States without an applicable exemption.