IsoEnergy to Acquire Toro Energy for A$75 Million, Adding the Wiluna Uranium Project
Key Points
- IsoEnergy (NYSE American: ISOU; TSX: ISO) agreed to acquire ASX-listed Toro Energy in an all-stock deal, offering 0.036 IsoEnergy shares per Toro share.
- The exchange ratio implies A$0.584 per Toro share, valuing Toro at about A$75.0 million (C$68.1 million).
- The offer is a 79.7% premium to Toro’s last close of A$0.325 on October 10, 2025, and a 92.2% premium to its 20-day volume-weighted average price.
- The deal would add Toro’s Wiluna Uranium Project in Western Australia; Toro’s JORC-reported portfolio holds 78.1 million pounds U3O8 Measured and Indicated and 34.6 million pounds Inferred.
- The scheme of arrangement is expected to complete in the first half of 2026, subject to Toro shareholder, court and regulatory approvals.
Deal Overview
IsoEnergy Ltd. has agreed to acquire all of the issued and outstanding ordinary shares of Toro Energy Ltd., other than those held by or on behalf of the IsoEnergy group. Toro is an Australian uranium developer listed on the ASX whose flagship asset is the Wiluna Uranium Project. The two companies announced the transaction on October 12, 2025 in Toronto, October 13 in Perth.
The acquisition is structured as an all-stock scheme of arrangement under Australia’s Corporations Act. Toro shareholders will receive 0.036 IsoEnergy common shares for each Toro share they hold, with no cash component to the ordinary-share consideration.
IsoEnergy is a Canadian uranium developer whose portfolio spans Canada, the United States and Australia. Its flagship asset is the Hurricane deposit at the Larocque East project in Saskatchewan’s Athabasca Basin, which it describes as the world’s highest-grade indicated uranium mineral resource. Toro’s principal asset is the Wiluna Uranium Project in Western Australia.
Transaction Terms
The exchange ratio of 0.036 IsoEnergy shares per Toro share implies a value of A$0.584 per Toro share, based on IsoEnergy’s trading price at the time of announcement. That implies a fully-diluted, in-the-money equity value for Toro of approximately A$75.0 million (C$68.1 million).
The implied price represents a 79.7% premium to Toro’s last closing price of A$0.325 on October 10, 2025, and a 92.2% premium to Toro’s 20-day volume-weighted average price over the period ending October 10, 2025. The implied equity value is not fixed and depends on the price at which IsoEnergy shares trade.
On completion, existing IsoEnergy shareholders would own about 92.9% of the combined company and former Toro shareholders about 7.1%, measured on a fully-diluted in-the-money basis.
| Term | Details |
|---|---|
| Acquirer | IsoEnergy Ltd. (NYSE American: ISOU; TSX: ISO) |
| Target | Toro Energy Ltd. (ASX: TOE) |
| Structure | All-stock scheme of arrangement |
| Exchange ratio | 0.036 IsoEnergy shares per Toro share |
| Implied value per share | A$0.584 |
| Implied equity value | A$75.0 million (C$68.1 million) |
| Premium to last close | 79.7% (vs A$0.325 on October 10, 2025) |
| Premium to 20-day VWAP | 92.2% (vs 20-day VWAP) |
| Pro forma ownership | IsoEnergy 92.9% / Toro 7.1% (fully diluted, in-the-money) |
| Break fee | Approximately A$700,000 (C$635,000) |
| Expected completion | First half of 2026 |
Scheme of Arrangement
A scheme of arrangement is a court-approved procedure under Australia’s Corporations Act. In this transaction, completion requires approval by the specified Toro shareholder voting thresholds (more than 50% of shareholders voting and at least 75% of the votes cast) and by the court.
Strategic Rationale
IsoEnergy frames the acquisition as a step toward a larger, geographically diversified uranium development platform, adding an Australian project to existing assets in Canada and the United States.
— Philip Williams, CEO and Director, IsoEnergy“The acquisition of Toro Energy marks another important step in advancing IsoEnergy’s strategy to build a globally diversified, development-ready uranium platform.”
For Toro shareholders, the board’s case rests on the premium and on exchanging shares in an Australian uranium developer whose flagship asset is Wiluna for shares in a larger developer with a portfolio of assets across three countries.
— Richard Homsany, Executive Chairman, Toro Energy“This Transaction creates significant value for our shareholders, representing a material premium for Toro shareholders of 79.7% to Toro’s last traded price and 92.2% to Toro’s 20 day VWAP.”
Both companies point to the uranium market backdrop. IsoEnergy cites projections for uranium demand to rise about 30% by 2030 and to more than double by 2040 as nuclear capacity expands, and positions the enlarged resource base as a platform for further capital raising and acquisitions.
The Wiluna Uranium Project
Wiluna is a scoping-stage uranium project located about 30 km south of the town of Wiluna in the northern goldfields of Western Australia. It comprises three deposits: Centipede-Millipede, Lake Way and Lake Maitland.
Wiluna’s three deposits are part of Toro’s wider JORC-reported portfolio. Under the JORC Code, that broader portfolio holds 78.1 million pounds of U3O8 in Measured and Indicated resources and a further 34.6 million pounds in the Inferred category.
Development in Western Australia carries a policy overlay. As stated in the announcement, completion is conditional on no formal changes in Western Australian uranium policy to permit uranium mining and the mining or development of all or any part of the Wiluna Uranium Project.
JORC and NI 43-101
JORC is the Australasian reporting code for mineral resources and reserves; NI 43-101 is the Canadian equivalent. Both set standards for how a company classifies and discloses a deposit, using the categories Measured, Indicated and Inferred to signal geological confidence. IsoEnergy reports its Canadian and US assets under NI 43-101 and Toro’s Australian assets under JORC, so the combined resource figures are stated under both codes rather than merged into one.
A Larger Resource Base
IsoEnergy’s existing NI 43-101 resources stand at 55.2 million pounds U3O8 Measured and Indicated, plus 4.9 million pounds Inferred. Its portfolio includes the ultra-high-grade Hurricane deposit in the Athabasca Basin and past-producing conventional uranium and vanadium mines in Utah, including the Tony M mine, held on standby with a toll milling arrangement through Energy Fuels.
Adding Toro’s JORC resources takes the combined Measured and Indicated base to 133.4 million pounds U3O8, and the combined Inferred base to 39.4 million pounds. IsoEnergy describes the result as a tier-one portfolio combining near-term US production optionality, the high-grade Hurricane deposit and a scalable Australian project.
| Resource base (U3O8) | Measured & Indicated | Inferred |
|---|---|---|
| IsoEnergy (NI 43-101) | 55.2 Mlbs | 4.9 Mlbs |
| Toro portfolio (JORC) | 78.1 Mlbs | 34.6 Mlbs |
| Combined | 133.4 Mlbs | 39.4 Mlbs |
Timeline and Conditions
IsoEnergy and Toro expect the transaction to complete in the first half of 2026. A scheme booklet is due to be dispatched to Toro shareholders in early 2026, with the shareholder meeting to follow.
Completion is subject to Toro shareholder approval, requiring more than 50% of shareholders voting and at least 75% of the votes cast, as well as Australian court approval. Other conditions include Foreign Investment Review Board clearance, approvals from the ASX, TSX and NYSE American, resolution of Toro’s unquoted options, no formal changes in Western Australian uranium policy to permit uranium mining or the development of any part of the Wiluna Uranium Project, and the absence of a material adverse change.
On completion, Toro will be removed from the ASX official list, while IsoEnergy shares continue to trade on the TSX and NYSE American. IsoEnergy has said it may pursue an ASX listing in future, though that is not a condition of the deal and no decision has been made.