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IsoEnergy Ltd. (TSX:ISO) completed the acquisition of remaining 95.01% stake in Toro Energy Limited (ASX:TOE) from Mega Uranium Ltd. (TSX:MGA).
IsoEnergy Ltd. (TSX:ISO) entered into a scheme implementation deed to acquire remaining 95.01% stake in Toro Energy Limited (ASX:TOE) from Mega Uranium Ltd. (TSX:MGA) for AUD 66.6 million on October 12, 2025. Under the terms of the Transaction, Toro shareholders will receive 0.036 of a common share of IsoEnergy. The Exchange Ratio implies consideration of AUD 0.584 per Toro Share. Mega Uranium Ltd. representing 15,226,256 Toro Shares, being 12.7% of all Toro Shares have provided Toro with a voting intention statement that they each intend to vote in favor of the Scheme, subject to no superior proposal emerging and the independent expert concluding that the Scheme is in the best interests of Toro shareholders. Existing shareholders of IsoEnergy and Toro will own approximately 92.9% and 7.1% on a fully-diluted in-the-money basis, respectively, of the outstanding IsoEnergy Shares upon implementation of the Transaction. Upon completion, IsoEnergy Ltd. will own 100% stake in Toro Energy Limited. In case of termination of transaction, IsoEnergy Ltd. will pay a termination fee of AUD 0.7 million and Toro Energy Limited. will pay a termination fee of AUD 0.7 million.
The transaction is subject to approval of Toro Energy shareholders, Court approval, All Toro unquoted options having lapsed, been exercised, or cancelled, Certain regulatory approvals, including Foreign Investment Review Board of Australia, the Australian Securities Exchange ("ASX"), the Toronto Stock Exchange (the "TSX") and the NYSE American LLC, An independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of Toro shareholders. Shareholders of Toro will be asked to approve the Scheme at a shareholder meeting which is expected to be held in early 2026. The Board of Directors of Toro Energy Limited established an independent board committee, comprising Richard Homsany and Michel Marier, to consider the proposal and they have unanimously recommends that Toro shareholders vote in favor of the Scheme in the absence of a superior proposal and subject to the independent expert's report concluding that the Scheme is in the best interests of Toro shareholders.
As of December 30, 2025, The transaction has received no objection from The Foreign Investment Review Board of Australia (FIRB). As of April 2, 2026, Toro has agreed with IsoEnergy to amend the terms of the SID to extend the End Date to satisfy the conditions precedent and for the Scheme to become effective from April 13, 2026 to June 30, 2026. Toro and IsoEnergy have also agreed some incidental amendments in light of IsoEnergy’s nomination of IsoEnergy Australia to acquire the Toro Shares and some minor amendments. In order to ensure Toro has sufficient funding while the Scheme process is implemented, Toro and IsoEnergy have entered into an unsecured loan agreement under which IsoEnergy has agreed to provide a AUD 2 million loan facility to Toro. The scheme meeting is scheduled to be held on June 9, 2026. The scheme is expected to be effective on June 16, 2026. The transaction is expected to close in the first half of 2026. As of May 7, 2026, the scheme booklet has been dispatched to the shareholders of Toro Energy Limited. The scheme meeting is expected to take place on June 9, 2026 and the transaction is expected to close on June 25, 2026. As of June 9, 2026, the transaction was approved by shareholders of Toro Energy. As of June 10, 2026, the transaction was approved by shareholders of IsoEnergy Ltd. As of June 15, 2026, the Federal Court of Australia approved the transaction.
SCP Resource Finance LP acted as financial advisor to IsoEnergy Ltd. Cassels Brock & Blackwell LLP acted as Canadian legal advisor to IsoEnergy Ltd. Hamilton Locke Pty Ltd acted as Australian legal advisor to IsoEnergy Ltd. Adam Givertz of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as US legal advisor to IsoEnergy Ltd. Canaccord Genuity Financial Limited acted as financial advisor to Toro Energy Limited. Cardinals Lawyers and Consultants acted as legal advisor to Toro Energy Limited. Computershare Investor Services Inc. acted as Registrar to IsoEnergy Ltd. Automic Pty Ltd. acted as Registrar to Toro Energy Limited. BDO Corporate Finance Pty Ltd acted as fariness opinion provider to Toro Energy Limited.
IsoEnergy Ltd. (TSX:ISO) completed the acquisition of remaining 95.01% stake in Toro Energy Limited (ASX:TOE) from Mega Uranium Ltd. (TSX:MGA) on June 16, 2026.