Future Fuels to Acquire Mountain Lake Property IN Nunavut
FUTURE FUELS TO ACQUIRE
MOUNTAIN LAKE PROPERTY IN NUNAVUT
VANCOUVER, B.C., November 14, 2024 – Future Fuels In c. (TSXV: FTUR, FSE: S0J) (the “Company”) is announces that
it has entered into an asset purchase agreement (the “ APA”) dated November 13, 20 24 with IsoEnergy Ltd.
(TSX: ISO)(“IsoEnergy”), pursuant to which the Company will acquire a 100% interest in IsoEnergy’s Mountain Lake
Project, comprised of mineral claims covering 5,625 hectares in the Hornby Bay Basin, Nunavut, Canada (the “Mountain
Lake Property”) in exchange for common shares in the authorized capital of the Company (“ Common Shares”) and
the grant of the Net Smelter Royalties (as defined below) (collectively, the “Transaction”).
The acquisition of the Mountain Lake Property will add key claims to the Company’s portfolio of holdings in the Hornby
Bay Basin in Nunavut, increasing its total holdings to over 342,064 hectares.
Transaction
Pursuant to the APA, the Company has agreed to acquire the Mountain Lake Property from IsoEnergy in consideration
for:
(i) the issuance to IsoEnergy of 12,500,000 Common Shares (the “ Upfront Shares”) on closing of the
Transaction (the “Closing”);
(ii) the issuance to the Vendor of 2,500,000 Common Shares (the “Deferred Shares”, and together with the
Upfront Shares, the “Consideration Shares”) on the earliest date practicable following Closing that will
ensure that such issuance will not result in IsoEne rgy owning or controlling more than 19.9% of the
outstanding Common Shares on a partially-diluted basis; and
(iii) the grant by the Company to IsoEnergy of (a) a 2% net smelter returns royalty, payable on all production
from the Mountain Lake Property, of which 1% wi ll be eligible for repurchase by the Company for
$1,000,000, and (b) a 1% net smelter returns royalt y, payable on all production from the Company’s
properties in Nunavut other than the Mountain Lake Property (collectively, the “ Net Smelter
Royalties”).
The Consideration Shares, when issued, will be subject to contractual restrictions on resale beginning from the date of
closing (the “Lock‐Up Restrictions”), as well as a statutory hold period of four months and one day from the date of
issuance. In accordance with the Lock-Up Restrictions, IsoE nergy 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.
Closing of the Transaction is subject to certain conditions and approvals, including:
(i) the execution of an investor rights agreement providing IsoEnergy, for so long as IsoEnergy owns 10% or more
of the Company’s issued and outstanding shares on a partially diluted basis, with the right to:
a. nominate one director to the Company’s board of directors; and
b. participate in equity financings in order to maintain its pro rata share ownership in the Company;
(ii) completion of the Concurrent Financing (as defined below) for minimum gross proceeds of $2,000,000; and
(iii) the approval of the TSX Venture Exchange (the “Exchange”).
Concurrent Financing
As a condition to Closing of the Transaction, the Comp any will complete a non-brokered private placement (the
“Concurrent Financing” of a minimum of 8,000,000 units (the “Units”) and a maximum of 12,000,000 Units at a price
of 0.25 per Unit, each Unit to consist of one Common Share and one-half of one warrant. Each whole warrant will entitle
the holder to purchase one additional Common Share at a price $0.40 per share for a period of 24 months from the
closing of the Concurrent Financing.
The net proceeds from the Concurrent Financing will be used to advance the Mountain Lake Property and for general
working capital.
No finder’s fees or commissions will be paid in connection with the Transaction. The Company may pay finders’ fees in
connection with the Concurrent Financing. The Concurrent Financing is subject to the approval of the Exchange.
About Future Fuels Inc.
Future Fuels’ principal asset is the Hornby Uranium Proj ect, covering the entire 3,407 km² Hornby Basin in north-
western Nunavut, a geologically promising area with over 40 underexplored uranium showings, including the historic
Mountain Lake Deposit. Additionally, Future Fuels holds the Covette Property in Quebec’s James Bay region, comprising
65 mineral claims over 3,370 hectares.
On behalf of the Board of Directors
FUTURE FUELS INC.
“Rob Leckie”
Rob Leckie, CEO
Tel: 604.681.1568
The TSX Venture Exchange has not reviewed and does not accept responsibility for the accuracy or adequacy of this release.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward‐looking statements and other statements that are not historical facts. Forward‐looking
statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All
statements other than statements of historical fact included in this news release are forward‐looking statements that
involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results
and future events could differ materially from those anticipated in such statements. Important factors that could cause
actual results to differ materially from the Company’s expectations include but are not limited to market conditions and
the risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned
that assumptions used in the preparation of any forward‐looking information may prove to be incorrect. Events or
circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and
unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is
cautioned not to place undue reliance on any forward‐looking information, including, but not limited to, statements
regarding the Transaction and the Concurrent Financing including the anticipated benefits thereof and use of proceeds
therefrom, the prospects of the Company’s newly acquired mineral claims, which are not at an advanced stage of
development, the Company’s anticipated business and operational activities, and the Company’s plans with respect to the
exploration. Factors that could cause actual results to vary from forward‐looking statements or may affect the operations,
performance, development and results of the Company’s business include, among other things, the Company's ability to
generate sufficient cash flow to meet its current and future obligations; that mineral exploration is inherently uncertain
and may be unsuccessful in achieving the desired results; that mineral exploration plans may change and be re‐defined
based on a number of factors, many of which are outside of the Company’s control; the Company's ability to access sources
of debt and equity capital; competitive factors, pricing pressures and supply and demand in the Company’s industry; and
general economic and business. Such information, although considered reasonable by management at the time of
preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward‐looking
statements contained in this news release are expressly qualified by this cautionary statement. The forward‐looking
statements contained in this news release are made as of the date of this news release and the Company will update or
revise publicly any of the included forward‐looking statements as expressly required by applicable law.