Isoenergy, Future Fuels complete transaction related to Mountain Lake Property

IsoEnergy (ISENF) and Future Fuels announced the completion of the previously announced transaction whereby Future Fuels acquired a 100% interest in IsoEnergy’s Mountain Lake Project, comprised of mineral claims covering 5,625 hectares in the Hornby Bay Basin, Nunavut, Canada in exchange for common shares of Future Fuels and the grant of the Net Smelter Royalties to IsoEnergy. The Transaction was completed in accordance with an asset purchase agreement dated November 13, 2024 between IsoEnergy and Future Fuels. The acquisition of the Mountain Lake Property adds key claims to Future Fuels’ portfolio of holdings in the Hornby Bay Basin in Nunavut, increasing its total holdings to over 342,064 hectares. Pursuant to the APA, Future Fuels acquired the Mountain Lake Property from IsoEnergy in exchange for consideration comprised of: the issuance to IsoEnergy of 12,500,000 Common Shares on closing of the Transaction; the future issuance to IsoEnergy of 2,500,000 Common Shares on the earliest date practicable following Closing that will ensure that such issuance will not result in IsoEnergy owning or controlling more than 19.9% of the outstanding Common Shares on a partially-diluted basis; and the grant by Future Fuels to IsoEnergy at the Closing of: a 2% net smelter returns royalty, payable on all production from the Mountain Lake Property, of which 1% will be eligible for repurchase by Future Fuels for $1,000,000; and a 1% net smelter returns royalty, payable on all production from Future Fuels’ properties in Nunavut other than the Mountain Lake Property. The Net Smelter Royalties were granted pursuant to royalty agreements between the Companies entered into concurrently with the Closing. The Upfront Shares are subject to contractual restrictions on resale beginning from the date of Closing, as well as a statutory hold period of four months and one day from the date of Closing. The Deferred Shares, when issued, will be subject to the same Lock-Up Restrictions and the Statutory Restriction beginning from the date of issuance of the Deferred Shares. In accordance with the Lock-Up Restrictions, IsoEnergy may not sell, pledge, encumber, assign or otherwise dispose of or transfer the Consideration Shares until they become free-trading in accordance with the release schedule, whereby 25% will be released on Closing and every six months thereafter for a total period of 18 months. In connection with Closing, the Companies have also entered into an investor rights agreement dated February 14, 2025, which provides IsoEnergy, for so long as IsoEnergy owns 10% or more of the issued and outstanding Common Shares on a partially diluted basis, the right to: nominate one director to the board of directors of Future Fuels; and participate in future equity financings of Future Fuels in order to maintain its pro rata share ownership, subject to prior approval by the TSX Venture Exchange. In addition, as previously announced in Future Fuels’ news release dated December 19, 2024, Future Fuels closed the first tranche of its concurrent private placement on December 19, 2024. Future Fuels has closed the concurrent private placement and will not issue additional securities under a second tranche.