IsoEnergy Closes Bought Deal Private Placement of FT Shares for C$3.50 Million and Announces Increase to Non-Brokered Portion of the Private Placement
December 3, 2019 TSX-V: ISO
News Release
IsoEnergy Closes Bought Deal Private Placement of FT Shares for C$3.50 Million
and Announces Increase to Non-Brokered Portion of the Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Vancouver, BC (December 3, 2019) IsoEnergy Ltd. (TSX.V: ISO) ( "IsoEnergy" or the "Company") is
pleased to announce that the Company has closed its previously announced bought deal private
placement pursuant to an agreement with PI Financial Corp. (the "Underwriter") for gross proceeds
of approximately C$3.50 million (the "Offering" or the "Brokered Financing"). The Company also
announces that, due to investor demand, the Company is increasing the siz e of its non -brokered
private placement (the "Non-Brokered Financing") previously announced on November 12, 2019.
Brokered Financing
Under the terms of the Offering, the Company issued 7,778,000 flow-through common shares of the
Company (the "FT Shares") at a price of C$0.45 per FT Share for gross proceeds of C$3,500,100.
The gross proceeds from the sale of the FT Shares will be used to incur "Canadian exploration
expenses" (as such term is defined in the Income Tax Act (Canada)) (the "Qualifying Expenditures").
The Qualifying Expenditures will be renounced to the subscribers of FT Shares with an effective date
no later than December 31, 201 9, in the aggregate amount of not less than the total amount of the
gross proceeds raised from the issue of the FT Shares.
In consideration for its services, the Underwriter received a cash commis sion equal to 6.0% of the
gross proceeds of the Brokered Financing and 466,680 broker warrants , with each such broker
warrant entitling the holder to purchase one common share of the Company at a price of C$0.45 per
common share for a period of 24 months from the date of issuance.
Non-Brokered Financing
The Company originally planned to raise gross proceeds of $2.65 million pursuant to the Non -
Brokered Financing and the Company will be increasing that total by up to $572,744 which will consist
of up to 1,431,858 additional units ("Units") at of price of $0.40 per Unit, to raise gross proceeds of
up to $3,222,744.
The Units are comprised of one common share of the Company and one -half of one common share
purchase warrant. Each whole common share purchase warrant will entitle the holder to acquire one
common share of the Company at a price of $0.60 per common share for a period of 24 months
following the date of issuance. The gross proceeds from the sale of Units will be used for exploration
on the Company’s proj ects and general corporate purposes. No commission is payable under the
Non-Brokered Financing.
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Certain insiders of the Company (the "Purchasing Insiders") are expected to participate in the Non -
Brokered Financing. Pursuant to Multilateral Instrument 61 -101- Protection of Minority Security
Holders in Special Transactions ( "MI - 61-101"), a purchase by the Purchasing Insiders would be a
"related party transaction". The Company expects to be exempt from the requirements to obtain a
formal valuation or minority shareholder approval in connection with the Non-Brokered Financing in
reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61 -101, as neither the fair market value of
the securities received by such parties nor the proceeds for such securities received by the Company
will 25% of the Company's market capitalization as calculated in accordance with MI 61-101.
The Non -Brokered Financing is expected to be completed on or about December 6, 2019 and is
subject to certain conditions including, but not limited to, the receipt of all necessary approvals,
including the approval of the TSX Venture Exchange.
All securities issued under the Brokered Financing and the Non-Brokered Financing are subject to a
statutory hold period in Canada expiring four months and one day from the date of issuance. All dollar
amounts expressed in Canadian dollars unless otherwise stated.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "U.S. Securities Act ") or any state securities
laws and may not be offered or sold within the United States or to U.S. Persons unless r egistered
under the U.S. Securities Act and applicable state securities laws or an exemption from such
registration is available.
On behalf of the Board of Directors
Craig Parry
President and CEO
For more information, please contact:
Investor Relations - Kin Communications
Tel: 604 684 6730
Email: [email protected]
Related Links www.isoenergy.ca
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release, including
statements regarding the Brokered Financing and the Non-Brokered Financing constitute "forward-
looking information" within the meaning of Canadian securities legislation. In making the forward -
looking statements in this release, the Company has applied certain factors and assumptions that the
Company believes are reasonable, including that the Company will receive all necessary approvals for
the Non-Brokered Financing, the Company will be able to use the proceeds of the Brokered Financing
and the Non-Brokered Financing as anticipated, any Purchasing Insiders will participate in the Non -
Brokered Financing, and the Company will be able to close the Non -Brokered on the anticipated
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closing date. However, the forward-looking statements in this release are subject to numerous risks,
uncertainties and other factors that may cause future results to differ materially from those expressed
or implied in such forward -looking statements. Such uncertainties and risks include, among others,
inability to obtain all necessary approvals for the Non -Brokered Financing, inability to use the
proceeds from the Brokered Financing , no Purchasing Insiders will participate in the Non -Brokered
Financing, and the Non-Brokered Financing as anticipated, and inability to close the Non -Brokered
Financing on the anticipated closing date. There can be no assurance that such statements will prove
to be accurate, and actual results and future events could differ materially fro m those anticipated in
such statements. Readers are cautioned not to place undue reliance on forward -looking statements.
The Company does not intend, and expressly disclaims any intention or obligation to, update or revise
any forward-looking statements whether as a result of new information, future events or otherwise,
except as required by law.