40-F
IsoEnergy Ltd. (ISOU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
(Check One)
| ☐ | Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
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or
| ☒ | Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
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For the fiscal year ended December 31 , 2025
Commission File Number 001-42611
ISOENERGY LTD.
(Exact name of registrant as specified in its charter)
| Ontario, Canada | 1090 | N/A |
|---|---|---|
| (Province or Other Jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
| Incorporation or Organization) | Classification Code) | Identification No.) |
217 Queen Street West, Suite 401
Toronto , Ontario
M5V 0R2 **** Canada
1 ( 833 ) 572-2333
(Address and telephone number of Registrant’s principal executive offices)
CT Corporation
28 Liberty Street
New York , New York **** 10005
( 212 ) 894-8940
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class: | | Trading Symbol(s) | | Name of Each Exchange On Which Registered: |
|---|---|---|---|---|
| Common Shares, no par value | ISOU | NYSE American LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this form:
| ☒ Annual Information Form | | ☒ Audited Annual Financial Statements |
|---|---|---|
| | | |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 54,928,896
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
| Auditor Firm ID: | | Auditor name: | | Auditor Location: |
|---|---|---|---|---|
| 85 | | KPMG LLP | | Vancouver, British Columbia, Canada |
This annual report on Form 40-F is incorporated by reference into and as an exhibit to, as applicable, the Registrant’s registration statement on Form S-8 (File No. 333-287876). The Registrant’s Annual Information Form dated February 26, 2026, Audited Consolidated Financial Statements and Management’s Discussion and Analysis for the year ended December 31, 2025, included as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, to this annual report on Form 40-F, are incorporated by reference into and as exhibits to, as applicable, the Registrant’s registration statement on Form F-10 (File No. 333-292714).
FORWARD LOOKING STATEMENTS
Certain statements in this annual report on Form 40-F of IsoEnergy Ltd. (“the Registrant” or “IsoEnergy”) constitute forward-looking information. Forward-looking information includes, but is not limited to, information with respect to: the Registrant’s future prospects and outlook; the Registrant’s planned exploration and development activities and the anticipated success of ongoing and future exploration and development activities; capital expenditures and proposed work programs at the Registrant’s mining operations; the resource estimates of the Registrant’s properties; the Registrant’s results of operations, performance and business developments; the ability of the Registrant to achieve commercial production at any of its mineral properties; contingent payments that the Registrant may be required to make in the future including potential issuances of IsoEnergy shares in connection therewith; compliance with environmental protection requirements and the implementation of policies and other measures to ensure compliance with social and environmental mandates; the future price of uranium; regulation of the nuclear energy industry; government regulation of mining operations and environmental risks. Forward-looking information is characterized by words such as “plan”, “expect”, “budget”, “target”, “schedule”, “estimate”, “forecast”, “project”, “intend”, “believe”, “anticipate” and other similar words or statements that certain events or conditions “may”, “could”, “would”, “might”, or “will” occur or be achieved. Forward-looking information is based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause the actual results, performance or achievements of the Registrant to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include: the Registrant having no history of mineral production; negative operating cash flow and dependence on third-party financing; the price of uranium; public acceptance of nuclear energy and alternate sources of energy; regulatory factors and international trade restrictions; additional financing; uranium competing with other viable energy sources; mineral tenure risks; risks related to acquisitions and integration; challenges and conflicts that may arise in Joint Venture arrangements the Registrant has entered into; exploration, development and operating risks; permitting risks; risks related to the economics of developing mineral properties; imprecision of mineral reserve and resource estimates; pending assay results; risks related to the development of new mines and the restart of existing mines; risks related to Indigenous matters; risks related to mining activities in Saskatchewan; risks related to non-governmental organizations; risks related to community relations; risks related to activist shareholders and proxy solicitation firms; health, safety and environmental risks and hazards; foreign operations and political risks; risks related to the market price of securities; risks related to the Virginia state moratorium on conventional uranium mining; risks related to the Queensland moratorium on uranium mining; risks related to dilution; risks related to the various option agreements that the Registrant has entered into; risks related to there being a limited number of potential customers for the Registrant’s products; risks related to global conflict; risks related to significant shareholders; conflicts of interest; the availability and costs of infrastructure, energy and other commodities; insurance and uninsured risks; competition risks; risks associated with tax matters; risks related to foreign mining tax regimes; risks relating to potential litigation; nature and climatic conditions; information systems and cyber security risks; risks related to global financing conditions; risks relating to the dependence of the Registrant on key management personnel and outside parties; potential impacts of infectious diseases; asset values may be subject to impairment; risks related to disclosure and internal controls; as well as those risk factors discussed in the section entitled “Risk Factors” in the Registrant’s Annual Information Form for the year ended December 31, 2025 incorporated by reference herein.
Although the Registrant has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Registrant undertakes no obligation to update forward-looking information if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding the Registrant’s expected financial and operational performance and results as at and for the periods ended on the dates presented in the Registrant’s plans and objectives and may not be appropriate for other purposes.
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES
This annual report on Form 40-F has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ in certain material respects from the disclosure requirements promulgated by the Securities and Exchange Commission (the “Commission”). For example, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the disclosure requirements promulgated by the Commission. Accordingly, information contained in this annual report on Form 40-F, the documents attached hereto and the documents incorporated by reference herein, may not be comparable to similar information made public by U.S. companies reporting pursuant to Commission disclosure requirements. The Registrant prepares its financial statements, which are filed as exhibits to this annual report on Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and therefore may not be comparable to financial statements prepared in accordance with U.S. generally accepted accounting principles.
DISCLOSURE CONTROLS AND PROCEDURES
A.Evaluation of disclosure controls and procedures. Disclosure controls and procedures are designed to provide reasonable assurance that (i) information required to be disclosed by the Registrant in reports that it files or submits to the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) information required to be disclosed in the Registrant’s reports filed under the Exchange Act is accumulated and communicated to the Registrant’s management, including its Chief Executive Officer (“CEO”) and its Chief Financial Officer (“CFO”), as appropriate, to allow for timely decisions regarding required disclosure.
At the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of the Registrant’s management, including the CEO and CFO, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). The evaluation included documentation review, enquiries and other procedures considered by management to be appropriate in the circumstances. Based on that evaluation, the Registrant’s CEO and CFO have concluded that, as of the end of the period covered by this report, the Registrant’s disclosure controls and procedures were effective.
B.Management’s report on internal control over financial reporting. This annual report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the Commission for newly public companies.
C.Attestation report of the registered public accounting firm. This annual report does not include an attestation report of the Registrant’s registered public accounting firm due to a transition period established by rules of the Commission for newly public companies.
D.Changes in internal control over financial reporting. During the period covered by this annual report on Form 40-F, no change occurred in the Registrant’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
The Registrant’s management, including the CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Registrant have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
NOTICES PURSUANT TO REGULATION BTR
The Registrant was not required by Rule 104 of Regulation BTR to send any notices to any of its directors or executive officers during the fiscal year ended December 31, 2025.
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant’s board of directors (the “Board”) has determined that it has at least one audit committee financial expert serving on its audit committee. The Board has determined that Peter Netupsky is an audit committee financial expert and is independent, as that term is defined by the Exchange Act and the NYSE American’s corporate governance standards applicable to the Registrant.
The Commission has indicated that the designation of a person as an audit committee financial expert does not make such person an “expert” for any purpose, impose on such person any duties, obligations or liability that are greater than those imposed on such person as a member of the audit committee and the Board in the absence of such designation and does not affect the duties, obligations or liability of any other member of the audit committee or Board.
CODE OF ETHICS
The Board has adopted a written code of ethics entitled, “Code of Ethics” (as amended from time to time, the “Code”), by which it and all officers and employees of the Registrant, including the Registrant’s principal executive officer, principal financial officer and principal accounting officer or controller, abide. There were no waivers granted in respect of the Code during the fiscal year ended December 31, 2025. The Code is posted on the Registrant’s website at www.isoenergy.ca. A copy of the Code may also be obtained by contacting the Vice President, Corporate Development of the Registrant at the address or telephone number indicated on the cover page of this annual report on Form 40-F. If there is an amendment to the Code, or if a waiver of the Code is granted to any of the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, the Registrant intends to disclose any such amendment or waiver by posting such information on the Registrant’s website. Unless and to the extent specifically referred to herein, the information on the Registrant’s website shall not be deemed to be incorporated by reference in this annual report on Form 40-F.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
KPMG LLP acted as the Registrant’s independent registered public accounting firm for the fiscal year ended December 31, 2025. See page 70 of the Registrant’s Annual Information Form, which is attached hereto as Exhibit 99.1 and incorporated herein, for the total amount billed to the Registrant by KPMG LLP for services performed in the last two fiscal years by category of service (for audit fees, audit-related fees, tax fees and all other fees).
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
See page 70 of the Registrant’s Annual Information Form, which is attached hereto as Exhibit 99.1 and incorporated herein. No audit-related fees, tax fees or other non-audit fees were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant was not a party to any off-balance-sheet arrangements that have, or are reasonably likely to have, a material current or future effect on the financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources of the Registrant.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Board has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and satisfies the requirements of Exchange Act Rule 10A-3. The Registrant’s Audit Committee is comprised of Peter Netupsky, Chris McFadden and Mark Raguz, each of whom is, in the opinion of the Board, independent (as determined under Rule 10A-3 of the Exchange Act and the NYSE American Company Guide) and financially literate.
CORPORATE GOVERNANCE PRACTICES
There are certain differences between the corporate governance practices applicable to the Registrant and those applicable to U.S. companies under NYSE American listing standards. A summary of the significant differences can be found on the Registrant’s website at www.isoenergy.ca.
MINE SAFETY
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act is included in Exhibit 99.12, attached hereto and incorporated herein.
UNDERTAKINGS
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.
CONSENT TO SERVICE OF PROCESS
The Registrant has filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file this Form 40-F arises. Any change to the name or address of the Registrant’s agent for service of process shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
| | ISOENERGY LTD. |
|---|---|
| | |
| | /s/ Graham du Preez |
| | Name: Graham du Preez |
| | Title: Chief Financial Officer |
Date: February 26, 2026
EXHIBIT INDEX
The following documents are being filed with the Commission as exhibits to this annual report on Form 40-F.
Exhibit 97

ISOENERGY LTD.
INCENTIVE COMPENSATION RECOVERY POLICY
| I. | INTRODUCTION |
|---|
The Board of Directors (the “Board”) of IsoEnergy Ltd. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s compensation philosophy. The Board has therefore adopted this policy, which provides for the recovery of erroneously awarded incentive compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance of the Company with any financial reporting requirements under U.S. federal securities laws and/or in the event of detrimental conduct by executive officers or other key employees (the “Policy”).
This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), related rules and the listing standards of the Toronto Stock Exchange (“TSX”), the NYSE American LLC (“NYSE”) and/or any other securities exchange on which the Company’s shares are listed in the future (collectively, the “Exchanges”).
| II. | ADMINISTRATION |
|---|
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation and Governance Committee (the “Committee”), in which case, all references herein to the Board shall be deemed references to the Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
| III. | COVERED EXECUTIVES |
|---|
Unless and until the Board determines otherwise, for purposes of this Policy, the term “Covered Executive” means a current or former employee who is or was identified by the Company as the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person (including any executive officer of the Company’s subsidiaries or affiliates) who performs similar policy-making functions for the Company. “Policy-making function” excludes policy-making functions that are not significant. For the avoidance of doubt, Covered Executives will include at least the following Company
officers: Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Vice President, Exploration and Vice President, Business Development.
This Policy covers Incentive Compensation received by a person after beginning service as a Covered Executive and who served as a Covered Executive at any time during the performance period for that Incentive Compensation.
| IV. | RECOVERY: ACCOUNTING RESTATEMENT |
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In the event of an Accounting Restatement (as herein defined), the Company will recover reasonably promptly any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Board concludes or should have concluded an Accounting Restatement is required to be prepared, including transition periods resulting from a change in the Company’s fiscal year as provided in Rule 10D-1 of the Exchange Act. Incentive Compensation is deemed received **** in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if the payment or grant of the Incentive Compensation occurs after the end of that period.
Notwithstanding anything to the contrary in this Policy, the Company may recover excess Incentive Compensation from Covered Executives or other Key Employees (as herein defined) for any equity awards, including time-vesting stock options, all of which shall be deemed to constitute Incentive Compensation for this purpose.
| a) | Definition of Accounting Restatement . |
|---|
For the purposes of this Policy, an “Accounting Restatement” means the Company is required to prepare an accounting restatement of its financial statements filed with the Securities and Exchange Commission (the “SEC”) due to the Company’s material noncompliance with any financial reporting requirements under the federal securities laws (including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period).
The determination of the time when the Company is required to prepare an Accounting Restatement shall be made in accordance with applicable SEC and national securities exchange rules and regulations.
An Accounting Restatement does not include situations in which financial statement changes did not result from material non-compliance with financial reporting requirements, such as, but not limited to retrospective: (i) application of a change in accounting principles; (ii) revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustment to provision amounts in
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connection with a prior business combination; and (vi) revision for stock splits, stock dividends, reverse stock splits or other changes in capital structure.
| b) | Definition of Incentive Compensation . |
|---|
For purposes of this Policy, “Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, including, for example, bonuses or awards under the Company’s short and long-term incentive plans, grants and awards under any equity incentive plan of the Company, and contributions of such bonuses or awards to any deferred compensation plan or other employee benefit plan of the Company. Incentive Compensation does not include awards which are granted, earned and vested without regard to attainment of Financial Reporting Measures, such as time-vesting awards, discretionary awards and awards based wholly on subjective standards, strategic measures or operational measures.
| c) | Financial Reporting Measures . |
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“Financial Reporting Measures” are those that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements (including non-GAAP financial measures) and any measures derived wholly or in part from such financial measures. For the avoidance of doubt, Financial Reporting Measures include stock price and total shareholder return. A measure need not be presented within the financial statements or included in a filing with the SEC to constitute a Financial Reporting Measure for purposes of this Policy.
| d) | Excess Incentive Compensation: Amount Subject to Recovery . |
|---|
The amount(s) to be recovered from the Covered Executive will be the amount(s) by which the Covered Executive’s Incentive Compensation for the relevant period(s) exceeded the amount(s) that the Covered Executive otherwise would have received had such Incentive Compensation been determined based on the restated amounts contained in the Accounting Restatement. All amounts shall be computed without regard to taxes paid.
For Incentive Compensation based on Financial Reporting Measures such as stock price or total shareholder return, where the amount of excess compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the Board will calculate the amount to be reimbursed based on a reasonable estimate of the effect of the Accounting Restatement on such Financial Reporting Measure upon which the Incentive Compensation was received. The Company will maintain documentation of that reasonable estimate and will provide such documentation to the applicable national securities exchange.
In no event shall the Company be required to award a Covered Executive an additional payment if the restated or accurate financial results would have resulted in a higher incentive compensation payment.
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| e) | Method of Recovery. |
|---|
The Board will determine, in its sole discretion, the method(s) for recovering reasonably promptly excess Incentive Compensation hereunder. Such methods may include, without limitation:
| i. | requiring reimbursement of compensation previously paid; |
|---|---|
| ii. | forfeiting any compensation contribution made under the Company’s deferred compensation plans, as well as any matching amounts and earnings thereon; |
| --- | --- |
| iii. | offsetting the recovered amount from any compensation that the Covered Executive may earn or be awarded in the future (including, for the avoidance of doubt, recovering amounts earned or awarded in the future to such individual equal to compensation paid or deferred into tax–qualified plans or plans subject to the Employee Retirement Income Security Act of 1974 (collectively, “Exempt Plans”); provided that, no such recovery will be made from amounts held in any Exempt Plan of the Company); |
| --- | --- |
| iv. | taking any other remedial and recovery action permitted by law, as determined by the Board; or |
| --- | --- |
| v. | some combination of the foregoing. |
| --- | --- |
| V. | RECOVERY: DETRIMENTAL CONDUCT |
| --- | --- |
In the event the Board makes a good faith determination that a Covered Executive or other Key Employee (as herein defined) has engaged in Detrimental Conduct, then the Company may recover all or a portion of (1) their Incentive Compensation, or benefits in which they have become vested under the terms of any deferred compensation plan of the Company or (2) any profits realized from the sale of securities of the Company during the 12-month period preceding the misconduct.
The term “Key Employee” includes a Covered Executive and any other person who has executed and delivered to the Company a Receipt and Acknowledgment in the form attached as Schedule A to this Policy or such other form as may be approved by any executive officer of the Company.
The term “Detrimental Conduct” means any of the following in relation to the Covered Executive or other Key Employee:
| a) | their deliberate and continued failure substantially to perform their duties and responsibilities, which failure has had an adverse effect on the Company; |
|---|---|
| b) | their knowing and willful violation of any law, government regulation, the Company Code of Conduct or Company policy; |
| --- | --- |
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| c) | their act of fraud or dishonesty resulting, or intended to result in, their personal enrichment at the expense of the Company; or |
|---|---|
| d) | their gross misconduct in performance of their duties that results in economic harm to the Company. |
| --- | --- |
| VI. | NO INDEMNIFICATION OR ADVANCE |
| --- | --- |
Subject to applicable law, the Company shall not indemnify, including by paying or reimbursing for premiums for any insurance policy covering any potential losses, any Covered Executives against the loss of any erroneously awarded Incentive Compensation, nor shall the Company advance any costs or expenses to any Covered Executives in connection with any action to recover excess Incentive Compensation.
| VII. | INTERPRETATION |
|---|
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or any national securities exchange on which the Company’s securities are listed. To the extent that any provisions of this Policy are found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
| VIII. | EFFECTIVE DATE |
|---|
The effective date of this Policy is October 2, 2023 (the “Effective Date”). This Policy applies to Incentive Compensation received by Covered Executives on or after the Effective Date that results from attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Effective Date. In addition, this Policy is intended to be and will be incorporated as an essential term and condition of any Incentive Compensation agreement, plan or program that the Company establishes or maintains on or after the Effective Date.
| IX. | AMENDMENT AND TERMINATION |
|---|
The Board or, if so designated by the Board, the Committee, may amend this Policy from time to time in its discretion, and shall amend this Policy as it deems necessary to reflect changes in regulations adopted by the SEC under Section 10D of the Exchange Act and to comply with any rules or standards adopted by the Exchanges.
| X. | OTHER RECOVERY RIGHTS |
|---|
The Board intends that this Policy will be applied to the fullest extent of the law. Upon receipt of this Policy, each Covered Executive is required to complete the Receipt
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and Acknowledgement attached as Schedule A to this Policy. The Board may require that any employment agreement or similar agreement relating to Incentive Compensation received on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recovery under this Policy is in addition to, and not in lieu of, any (i) other remedies or rights of compensation recovery that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, or similar agreement relating to Incentive Compensation, unless any such agreement expressly prohibits such right of recovery, and (ii) any other legal remedies available to the Company. The provisions of this Policy are in addition to (and not in lieu of) any rights to repayment the Company may have under Section 304 of the Sarbanes-Oxley Act of 2002 and other applicable laws.
| XI. | IMPRACTICABILITY |
|---|
The Company shall recover any excess Incentive Compensation in accordance with this Policy, except to the extent that certain conditions are met and the Board has determined that such recovery would be impracticable, all in accordance with Rule 10D-1 of the Exchange Act and the Exchanges.
Situations where recovery may be impracticable include, but are not limited to, cases where (1) the Company has made a reasonable and documented attempt to recover the Recoverable Amount and has determined that the direct costs of enforcing recovery would exceed the Recoverable Amount, (2) recovery would, based on an opinion of counsel, likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder or (3) if the recovery of the incentive-based compensation would, based on an opinion of counsel, violate the home-country laws of the Company.
| XII. | SUCCESSORS. |
|---|
This Policy shall be binding upon and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
This Policy was last approved by the Board of Directors on March 17, 2025 to come into force on the listing date on the NYSE American. This policy has an effective date of October 2, 2023 as set out in section VII above.
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SCHEDULE “A”
INCENTIVE-BASED COMPENSATION CLAWBACK POLICY
RECEIPT AND ACKNOWLEDGEMENT
I, __________________________________________, hereby acknowledge that I have received and read a copy of the Incentive Compensation Recovery Policy. As a condition of my receipt of any Incentive Compensation as defined in the Policy, I hereby agree to the terms of the Policy. I further agree that if recovery of excess Incentive Compensation is required pursuant to the Policy, the Company shall, to the fullest extent permitted by governing laws, require such recovery from me up to the amount by which the Incentive Compensation received by me, and amounts paid or payable pursuant or with respect thereto, constituted excess Incentive Compensation. I hereby authorize the Company to make deductions from any wages or other compensation payable to me in satisfaction of any amounts owing under the Policy. If any such reimbursement, reduction, cancellation, forfeiture, repurchase, recoupment, offset against future grants or awards and/or other method of recovery does not fully satisfy the amount due, I agree to immediately pay the remaining unpaid balance to the Company. No such recovery of Incentive Compensation will be an event giving rise to a right to resign for “good reason” or constitute “constructive dismissal” (or similar term) under any agreement with the Company.
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| Signature | | Date |
Exhibit 99.1

ISOENERGY LTD.
ANNUAL INFORMATION FORM
FOR THE YEAR ENDED DECEMBER 31, 2025
February 26, 2026
217 Queen Street West, Suite 401
Toronto, Ontario M5V 0R2
www.isoenergy.ca
TABLE OF CONTENTS
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|---|---|
| CAUTIONARY STATEMENT | 1 |
| GLOSSARY OF TERMS AND UNITS | 2 |
| CURRENCY PRESENTATION | 4 |
| CORPORATE STRUCTURE | 4 |
| GENERAL DEVELOPMENT OF THE BUSINESS | 6 |
| DESCRIPTION OF THE BUSINESS | 11 |
| RISK FACTORS | 14 |
| MATERIAL PROPERTIES | 29 |
| DIVIDENDS | 61 |
| DESCRIPTION OF CAPITAL STRUCTURE | 61 |
| MARKET FOR SECURITIES | 63 |
| PRIOR SALES | 64 |
| ESCROWED SECURITIES & SECURITIES SUBJECT TO CONTRACTUAL RESTRICTIONS ON TRANSFER | 64 |
| DIRECTORS AND OFFICERS | 64 |
| AUDIT COMMITTEE | 69 |
| LEGAL PROCEEDINGS AND REGULATORY ACTIONS | 70 |
| INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS | 71 |
| REGISTRAR AND TRANSFER AGENT | 71 |
| MATERIAL CONTRACTS | 71 |
| INTERESTS OF EXPERTS | 71 |
| ADDITIONAL INFORMATION | 72 |
| Schedule “A” AUDIT COMMITTEE CHARTER | A-1 |
CAUTIONARY STATEMENT
Forward-Looking Information
This annual information form (“AIF”) contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities legislation and US securities laws (collectively, “forward-looking information”). Forward-looking information includes, but is not limited to, information with respect to: the Company’s future prospects and outlook; the Company’s (as defined herein) planned exploration and development activities and the anticipated success of ongoing and future exploration and development activities; capital expenditures and proposed work programs at the Tony M Mine (as defined herein) and the Larocque East Property (as defined herein); the Tony M Resource Estimate (as defined herein); the Hurricane Resource Estimate (as defined herein); the Company’s results of operations, performance and business developments; the ability of the Company to achieve commercial production at any of its mineral properties; contingent payments that the Company may be required to make in the future including potential issuances of Common Shares (as defined herein) in connection therewith; compliance with environmental protection requirements and the implementation of policies and other measures to ensure compliance with social and environmental mandates; the future price of uranium; regulation of the nuclear energy industry; government regulation of mining operations and environmental risks. Forward-looking information is characterized by words such as “plan”, “expect”, “budget”, “target”, “schedule”, “estimate”, “forecast”, “project”, “intend”, “believe”, “anticipate” and other similar words or statements that certain events or conditions “may”, “could”, “would”, “might”, or “will” occur or be achieved. Forward-looking information is based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made, and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include: the Company having no history of mineral production; negative operating cash flow and dependence on third-party financing; the price of uranium; public acceptance of nuclear energy and alternate sources of energy; regulatory factors and international trade restrictions; additional financing; uranium competing with other viable energy sources; mineral tenure risks; risks related to acquisitions and integration; challenges and conflicts that may arise in joint venture arrangements the Company has entered into; exploration, development and operating risks; permitting risks; risks related to the economics of developing mineral properties; imprecision of Mineral Reserve and Resource Estimates; pending assay results; risks related to the development of new mines and the restart of existing mines; risks related to Indigenous matters; risks related to mining activities in Saskatchewan; risks related to non-governmental organizations; risks related to community relations; risks related to activist shareholders and proxy solicitation firms; health, safety and environmental risks and hazards; foreign operations and political risks; risks related to the market price of securities; risks related to Virginia State Moratorium on conventional uranium mining; risks related to the Queensland Moratorium on uranium mining; risks related to dilution; risks related to the various option agreements that the Company has entered into; risks related to there being a limited number of potential customers for the Company’s products; risks related to global conflict; risks related to significant shareholders; conflicts of interest; the availability and costs of infrastructure, energy and other commodities; insurance and uninsured risks; competition risks; risks associated with tax matters; risks related to foreign mining tax regimes; risks relating to potential litigation; nature and climatic conditions; information systems and cyber security risks; risks related to global financial conditions; dependence of the Company on key management personnel and outside parties; potential impacts of infectious diseases; asset values may be subject to impairment; risks related to disclosure and internal controls as well as those risk factors discussed or referred to herein and in the Company’s annual management’s discussion and analysis (“MD&A”) as at and for the years ended December 31, 2025 and 2024 available under the Company’s SEDAR+ profile at www.sedarplus.ca or on EDGAR at www.sec.gov.
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company undertakes no obligation
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to update forward-looking information if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking information contained herein is presented for the purpose of assisting investors in understanding the Company’s expected financial and operational performance and results as at and for the periods ended on the dates presented in the Company’s plans and objectives and may not be appropriate for other purposes.
Differences in United States and Canadian Reporting Practices
This AIF has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ in certain material respects from the disclosure requirements promulgated by the Securities and Exchange Commission (the “SEC”). For example, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are Canadian mining terms as defined in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the disclosure requirements promulgated by the SEC. Accordingly, information contained in this AIF may not be comparable to similar information made public by United States companies reporting pursuant to SEC disclosure requirements.
GLOSSARY OF TERMS AND UNITS
The following is a glossary of some of the technical terms used in this AIF.
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| Term | Definition |
| ANT | Ambient noise tomography. |
| CaCO3 | Calcium Carbonate. |
| CPS | Counts per second. |
| DC | Direct Current. |
| drift | A horizontal underground opening that follows along the length of a vein or rock formation as opposed to a crosscut which crosses the rock formation. |
| ft | Foot. |
| geotechnical | Using geology and geological engineering. |
| GT | Grade times thickness product. |
| ha | Hectare. |
| Km | Kilometre. |
| lb | Pound. |
| m | Metre. |
| mineralization | The concentration of metals and their chemical compounds within a body of rock. |
| muck | Ore or rock that has been broken by blasting. |
| ppm | Parts per million. |
| Ppm U-t | Parts per million uranium total values. |
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| Term | Definition |
| Reserve or Mineral Reserve | The Canadian Institute of Mining, Metallurgy and Petroleum defines a “mineral reserve” as the economically mineable part of a measured or indicated mineral resource demonstrated by at least a comprehensive study of the viability of a mineral project that has advanced to a stage where the mining method, in the case of underground mining, or the pit configuration, in the case of an open pit, has been established, and where an effective method of mineral processing has been determined. This study must include a financial analysis based on reasonable assumptions of technical, engineering, operating, and economic factors and evaluation of other relevant factors which are sufficient for a person qualified under such instrument, acting reasonably, to determine if all or part of the mineral resource may be classified as a mineral reserve. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A mineral reserve includes diluting materials and allowances for losses that may occur when the material is mined. |
| Resource or Mineral Resource | The Canadian Institute of Mining, Metallurgy and Petroleum defines a “mineral resource” as a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earth’s crust in such form and quantity and of such a grade or quality that it has reasonable prospects for eventual economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.<br><br><br><br>Mineral resources are sub-divided, in order of increasing geological confidence, into inferred, indicated and measured categories. An inferred mineral resource has a lower level of confidence than that applied to an indicated mineral resource. An indicated mineral resource has a higher level of confidence than an inferred mineral resource but has a lower level of confidence than a measured mineral resource.<br><br><br><br>(1) Inferred Mineral Resource. An “inferred mineral resource” is that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.<br><br><br><br>(2) Indicated Mineral Resource. An “indicated mineral resource” is that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.<br><br><br><br>(3) Measured Mineral Resource. A “measured mineral resource” is that part of a mineral resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.<br><br><br><br>As used herein, “Resources” or “Mineral Resources” do not include reserves. |
| royalty | An amount of money paid at regular intervals, or based on production, by the lessee or operator of an exploration or mining property to the current or former owner of the mineral interests. Generally based on a certain amount per tonne or a percentage of the total production or profits. |
| U3O8 | Triuranium octoxide. |
| V2O5 | Vanadium Oxide. |
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CURRENCY PRESENTATION
This AIF contains references to Canadian dollars, United States dollars and Australian dollars. Unless otherwise indicated, all dollar amounts referenced are expressed in Canadian dollars. References to “$” or “C$” are to Canadian dollars, references to “US$” are to United States dollars and references to “A$” are to Australian dollars.
The closing, high, low and average exchange rates for one United States dollar in terms of Canadian dollars for each of the three years ended December 31, 2025, December 31, 2024, and December 31, 2023, based on the indicative rate of exchange for 2025, 2024 and 2023, as reported by the Bank of Canada, were as follows:
| | <br><br> | <br><br> | <br><br> |
|---|---|---|---|
| Year-Ended December 31 | |||
| | 2025 (C$)<br><br> | 2024 (C$)<br><br> | 2023<br><br>(C$) |
| Closing | 1.3706 | 1.4389 | 1.3226 |
| High | 1.4603 | 1.4416 | 1.3875 |
| Low | 1.3558 | 1.3316 | 1.3128 |
| Average^(1)^ | 1.3978 | 1.3698 | 1.3497 |
Note:
| (1) | Calculated as an average of the applicable daily rates for each period. |
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On February 25, 2026, the closing rate of exchange as reported by the Bank of Canada was US$1.00 = C$1.3685 or C$1.00 = US$0.7307.
CORPORATE STRUCTURE
IsoEnergy Ltd. (“IsoEnergy” or the “Company”) was formed by way of an amalgamation completed on October 12, 2016 between a company also called “IsoEnergy Ltd.” (“Old IsoEnergy”) and 1089338 B.C. Ltd. (then a wholly owned subsidiary of NexGen Energy Ltd. (“NexGen”)), pursuant to section 269 of the Business Corporations Act (British Columbia) (the “BCBCA”).
Old IsoEnergy was incorporated on February 2, 2016 under the BCBCA as a wholly-owned subsidiary of NexGen to acquire certain exploration assets of NexGen. NexGen is a Canadian based uranium exploration company focused on the advancement of its Rook 1 Project in the Athabasca Basin, Saskatchewan. As of the date hereof, NexGen holds approximately 30.0% of the outstanding common shares of IsoEnergy (“Common Shares”).
On December 5, 2023, the Company completed the CUR Arrangement (as defined herein) pursuant to which IsoEnergy acquired all of the issued and outstanding CUR Shares (as defined herein) not already owned by IsoEnergy pursuant to a plan of arrangement under the Business Corporations Act (Ontario) (the “OBCA”). As a result of the CUR Arrangement, Consolidated Uranium (as defined herein) became a wholly-owned subsidiary of IsoEnergy.
Effective June 20, 2024, the Company filed articles of continuance to continue from the Province of British Columbia into the Province of Ontario. Shareholders of the Company (“IsoEnergy Shareholders”) approved the continuance at the Company’s annual general and special meeting of shareholders held on May 22, 2024 (the “2024 AGM”).
Effective March 20, 2025, the Company filed articles of amendment to effect the consolidation (the “Consolidation”) of the issued and outstanding Common Shares on the basis of one post-Consolidation Common Share for every four pre-Consolidation Common Shares. The Consolidation was approved at the
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special meeting of shareholders of the Company held on December 3, 2024.The corporate chart that follows sets forth the Company’s subsidiaries (collectively, the “Subsidiaries”) as of the date of this AIF, together with the governing law of each of the Subsidiaries and the percentage of voting securities beneficially owned, controlled or directed, directly or indirectly, by the Company.

The Common Shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “ISO” and are also listed on the NYSE American LLC (the “NYSE American”) under the symbol “ISOU”. Prior to July 8, 2024, the Common Shares were listed and posted for trading on the TSX Venture Exchange (“TSXV”). On July 8, 2024, the Common Shares commenced trading on the TSX and were voluntarily delisted from the TSXV prior to commencement of trading on the TSX. Prior to May 5, 2025, the Common Shares were listed on the OTCQX Venture Market (the “OTCQX”). The Common Shares commenced trading on the NYSE American on May 5, 2025.
The Company’s head office and registered and records office is located at 217 Queen Street West, Unit 401 Toronto, Ontario M5V 0R2.
As used in this AIF, unless the context otherwise requires, reference to “IsoEnergy” or the “Company” means IsoEnergy Ltd. and the Subsidiaries.
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GENERAL DEVELOPMENT OF THE BUSINESS
Overview of the Business
IsoEnergy is a globally diversified uranium company with near-term production, development and exploration projects in top-tier jurisdictions, anchored by the world’s highest grade indicated uranium resource located in Canada’s Athabasca Basin and fully-permitted, conventional uranium mines in the U.S. ready for restart. The principal business activity of IsoEnergy has been, and continues to be, the acquisition, exploration and evaluation of uranium mineral properties.
The Company has acquired uranium projects in Canada, the United States and Australia, many with significant past expenditures and attractive characteristics for development.
The Company’s portfolio includes, among others: (i) the Larocque East property, located in Saskatchewan, Canada (the “Larocque East Property”); (ii) the Hawk property, located in Saskatchewan, Canada; (iii) the East Rim project, located in Saskatchewan, Canada; (iv) the Tony M mine, located in Utah, USA (the “Tony M Mine”); (v) the Daneros mine, located in Utah, USA; (vi) the RIM mine, located in Utah, USA; (vii) the Sage plain property located in Utah, USA; (viii) the Coles Hill project located in Virginia, USA; (ix) the Matoush project located in Quebec, Canada; (x) the Dieter Lake project located in Quebec, Canada; (xi) the Milo Uranium, Copper, Gold, Rare Earth project located in Australia; (xii) the Ben Lomond uranium project located in Australia; (xiii) the Queensland projects, located in Australia; and (xiv) the Yarranna uranium project, located in Australia. In addition, through a joint venture with Purepoint Uranium Group Inc. (“Purepoint”), the Company owns a 50% interest in three uranium projects spanning over 98,000 hectares in the eastern Athabasca Basin, located in Saskatchewan, Canada.
As of the date hereof, the Company’s material properties are the Larocque East Property and the Tony M Mine, each of which is the subject of a technical report prepared in accordance with NI 43-101. The NI 43-101 technical report in respect of the Larocque East Property is entitled “Technical Report on the Larocque East Project, Northern Saskatchewan, Canada”, as amended, dated August 4, 2022, with an effective date of July 8, 2022 (the “Larocque East Technical Report”), authored by Mr. Mark B. Mathisen, C.P.G. of SLR Consulting (Canada) Ltd. (“SLR”). The NI 43-101 technical report in respect of the Tony M Mine is entitled “Technical Report on the Tony M Mine, Utah, USA, Report for NI 43-101” dated December 8, 2022 with an effective date of September 9, 2022 (the “Tony M Technical Report”), authored by Mark B. Mathisen, C.P.G. of SLR. The Larocque East Technical Report and the Tony M Technical Report are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
For further information about IsoEnergy, refer to its filings with the Canadian Securities Authorities which may be obtained through the Company’s SEDAR+ profile at www.sedarplus.ca or its filings with the SEC which may be obtained on EDGAR at www.sec.gov.
Recent Developments
2026 Bought Deal Financing and Concurrent Private Placement
On January 27, 2026, the Company closed a bought deal financing, pursuant to which the Company sold 3,833,410 Common Shares at a price of $15.00 per Common Share for gross proceeds of $57,501,150, which included the full exercise of the over‑allotment option by the underwriters. Concurrently, the Company also closed a non-brokered private placement pursuant to which the Company issued 1,666,667 Common Shares at a price of $15.00 per Common Share to NexGen for gross proceeds of $25,000,005.
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Base Shelf Prospectus
On January 13, 2026, the Company filed a final base shelf prospectus in Canada (the “2026 Base Shelf Prospectus”) and a registration statement in the United States, which provided for the offering of up to $250,000,000 in aggregate of Common Shares, warrants, units, debt securities, and/or subscription receipts of the Company in Canada and the U.S. for a period of 25 months following the date of the 2026 Base Shelf Prospectus. Offerings under the 2024 Base Shelf Prospectus (as defined herein) and sales under the ATM Program (as defined herein) can no longer be made.
Three Year History
Proposed Acquisition of Toro Energy Limited
On October 12, 2025, the Company entered into a scheme implementation deed (the “SID”) with Toro Energy Ltd. (“Toro”) pursuant to which, among other things, the Company agreed to acquire all of the issued and outstanding ordinary shares of Toro (the “Toro Shares”) by way of a scheme of arrangement under Australia’s Corporations Act 2001 (Cth) (the “Scheme”). Under the terms of the SID, shareholders of Toro will receive 0.036 of a Common Share for each Toro Share held on the Scheme record date. Following the completion of the Scheme, the Common Shares will continue to trade on the TSX and NYSE American and the Toro Shares will be delisted from the Australian Stock Exchange (the “ASX”). Completion of the Scheme is subject to various conditions, including, but not limited to, the approval of Toro shareholders, court approval, and certain regulatory approvals, including approval of the ASX and TSX and authorization of the NYSE American.
Conversion of 2020 Debentures
On August 1, 2025, Queen’s Road Capital Investment Ltd. (“QRC”) exercised its conversion right for the remaining US$3,000,000 principal amount of the 2020 Debentures (as defined herein), resulting in the issuance of 1,195,250 Common Shares to QRC, including 115,491 Common Shares to satisfy the exchange rate fee. On January 27, 2025, QRC converted an initial US$3,000,000 principal amount of the 2020 Debentures, resulting in the issuance of 1,221,818 Common Shares to QRC. The Company originally issued US$6,000,000 principal amount of unsecured convertible debentures (the “2020 Debentures”) on August 18, 2020. No further 2020 Debentures are outstanding.
Sustainability Report
On July 15, 2025, the Company released its inaugural sustainability report for the year ended December 31, 2024 (the “Sustainability Report”). The Sustainability Report highlights the Company’s progress in advancing its global uranium portfolio with a focus on environmental stewardship, Indigenous partnerships, and responsible governance, and marks a milestone in the Company’s evolution. The full Sustainability Report is available on the Company’s website at www.isoenergy.ca.
2025 Bought Deal Financing
On June 24, 2025, the Company closed a bought deal financing (the “June Offering”), pursuant to which the Company sold 5,121,500 Common Shares at a price of $10.00 per Common Share for gross proceeds of $51,215,000, which included the partial exercise of the over‑allotment option by the underwriters.
Establishment of ATM Program
On May 30, 2025, the Company entered into an equity distribution agreement (the “Distribution Agreement”) with Virtu Canada Corp. (the “Canadian Agent”) and Virtu Americas LLC (together with the Canadian Agent, the “Agents”), pursuant to which the Company was authorized to distribute up to $75,000,000 (or its equivalent in other currencies) of Common Shares from time to time through the Agents (the “ATM Program”). The Equity Distribution Agreement was terminated in connection with the filing of the 2026 Base Shelf Prospectus.
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Share Consolidation and listing on NYSE American
On May 5, 2025, the Common Shares commenced trading on the NYSE American under the symbol “ISOU”. The Common Shares remain listed on the TSX under the symbol “ISO”.
On March 19, 2025, IsoEnergy announced that the board of directors of the Company (the “IsoEnergy Board”) approved the Consolidation on the basis of one post-Consolidation Common Share for every four pre-Consolidation Common Shares. The Consolidation became effective on March 20, 2025, with the post-Consolidation Common Shares commencing trading on the TSX at market open on March 24, 2025. The Consolidation was implemented in connection with the Company’s application to list its Common Shares on the NYSE American.
2025 Flow-Through Financing and 2025 Concurrent Private Placement
On February 28, 2025, the Company closed a bought deal financing (the “February Offering”), pursuant to which the Company sold 5,335,300 pre-Consolidation federal flow-through Common Shares (“Premium FT Shares”) that qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”)) and were sold on a flow-through basis at an offer price of $3.75 per Premium FT Share, for aggregate gross proceeds of $20,007,375, which includes the full exercise of the over-allotment option by the underwriters. Concurrently, the Company also closed a non-brokered private placement (the “February Concurrent Private Placement”) pursuant to which the Company issued 2,500,000 pre-Consolidation Common Shares (which for greater certainty will not qualify as “flow-through shares”) at a price of $2.50 per Common Share to NexGen for gross proceeds of $6,250,000.
Sale of Mountain Lake
On February 14, 2025, the Company completed the sale to Future Fuels Inc. (“Future Fuels”) of all of its rights, title and interest in and to the Mountain Lake property (“Mountain Lake”) located in Nunavut in consideration for: (i) 12,500,000 common shares of Future Fuels (“Future Fuels Shares”) that were issued to IsoEnergy on closing; (ii) 2,500,000 Future Fuels Shares that were issued to IsoEnergy in October 2025, which was the earliest date practicable that ensured that such issuance did not result in IsoEnergy owning or controlling more than 19.9% of the outstanding Future Fuels Shares on a partially-diluted basis; and (iii) the grant by Future Fuels to IsoEnergy of (a) a 2% net smelter returns (“NSR”) royalty, payable on all production from Mountain Lake, of which 1% will be eligible for repurchase by Future Fuels for $1,000,000, and (b) a 1% NSR royalty, payable on all uranium production from Future Fuels properties in Nunavut other than Mountain Lake.
Termination of Anfield Energy Arrangement and Bridge Loan
On January 14, 2025, the Company announced that Anfield Energy Inc. (“Anfield”) had provided it with notice of termination of the previously announced Anfield Arrangement (as defined herein). On October 1, 2024, IsoEnergy and Anfield entered into an arrangement agreement pursuant to which, among other things, IsoEnergy agreed to acquire all of the issued and outstanding common shares of Anfield by way of a court-approved plan of arrangement (the “Anfield Arrangement”). In connection with the Anfield Arrangement, IsoEnergy provided a bridge loan (“Bridge Loan”) to Anfield in the form of a promissory note of approximately $6,000,000 and an indemnity for up to US$3,000,000 in principal (the “Indemnity”) with respect to certain of Anfield’s property obligations. In connection with the termination of the Anfield Arrangement, the Bridge Loan was repaid, including accrued interest at 15% per annum and the Indemnity was released in full.
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Purepoint Joint Venture and Investment
On December 18, 2024, the Company entered into a joint venture agreement with Purepoint to form a joint venture for the exploration and development of a portfolio of uranium properties in Canada’s Athabasca Basin (the “Joint Venture”). Both IsoEnergy and Purepoint contributed assets from their respective portfolios to the Joint Venture, which consists of ten projects (later re-grouped and re-named into three projects: Dorado, Aurora, and the Celeste Block) covering more than 98,000 hectares in the east side of the Athabasca Basin and will leverage their respective expertise to capitalize on the significant potential of these properties. While IsoEnergy and Purepoint initially held participation interests of 60% and 40% in the Joint Venture, respectively, on January 15, 2025, IsoEnergy exercised its option to transfer 10% of its initial participation interest to Purepoint in exchange for 4,000,000 common shares of Purepoint (“Purepoint Shares”), such that each of IsoEnergy and Purepoint now hold a 50% interest in the Joint Venture. IsoEnergy holds a further option to purchase an additional 1% interest from Purepoint for $2,000,0000, which would give IsoEnergy a 51% participation interest and Purepoint a 49% participation interest in the Joint Venture. This option expires on the earlier of February 28, 2026, or 60 days after a material uranium discovery. The ownership interests of each company are subject to standard dilution, with any participation interest that is reduced to 10% or less being automatically exchanged for a 2% NSR royalty on the Joint Venture properties. The Company accounts for the Joint Venture as a joint operation in accordance with its accounting policies.
In connection with the formation of the Joint Venture, the Company subscribed for 3,333,334 units of Purepoint for $1,000,000, with each unit comprised of one Purepoint Share and one warrant of Purepoint. Each warrant is exercisable to acquire one Purepoint Shares at a price of $0.40 per share until November 22, 2027.
Pursuant to an investor rights agreement with Purepoint, IsoEnergy has the right to participate in any future equity financing of Purepoint to maintain its pro rata interest in Purepoint for so long as it owns at least 10% of the outstanding Purepoint Shares on partially-diluted basis.
2024 Base Shelf Prospectus
On September 5, 2024, the Company filed a final base shelf prospectus (the “2024 Base Shelf Prospectus”), which provided for the offering of up to $200,000,000 in aggregate of Common Shares, warrants, units, debt securities and/or subscription receipts of the Company for a period of 25 months following the date of the 2024 Base Shelf Prospectus.
Sale of Argentinian Assets
On July 22, 2024, IsoEnergy completed the sale to Jaguar Uranium Corp. (“Jaguar”) of 100% of the issued and outstanding shares of its wholly-owned subsidiary, which held a 100% interest in the Laguna Salada project located in Chubut and the Huemul project located in Mendoza, Argentina. As consideration for the transaction, the Company received (i) 2,000,000 common shares of Jaguar (“Jaguar Shares”) at a deemed price of US$5.00 per share, (ii) a 2% NSR royalty payable on all production from the Laguna Salada project, which is subject to a the right of Jaguar to buy back 1% of the royalty for a period of seven years at a price of US$2.5,000,000; and (iii) a 1% NSR royalty payable on all production from a portion of the Huemul project. The Company is also entitled to receive additional Jaguar Shares in the event a public listring of the Jaguar Shares is not completed within 12 months from the date of closing the transaction and if the listing price of the Jaguar Shares is less than US$5.00 per Jaguar Share. The Jaguar Shares are subject to a contractual resale restriction of six months following the date of the listing.
Pursuant to an investor rights agreement with Jaguar, IsoEnergy has the right to participate in any future equity financing of Jaguar to maintain its pro rata interest in Jaguar and the right to nominate one member to the Jaguar boar of directors for so long as it owns at least 5% of the outstanding Jaguar Shares on partially-diluted basis.
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Acquisition of Bulyea River Project
On June 27, 2024, IsoEnergy acquired all of the outstanding shares of 2596190 Alberta Ltd., a wholly-owned subsidiary of Critical Path Minerals Corp., which holds a 100% interest in the ~13,000 hectare Bulyea River project located on the northern edge of the Athabasca Basin. Upfront consideration was comprised of $150,000 in cash and the grant by the Company of a 2% NSR royalty on future production from the Bulyea River project. The consideration also included deferred payments, including anniversary payments of $200,000, $300,000, and $350,000 due on or before the first, second, and third anniversaries of closing as well as $1,000,000 payable within 30 days after a published technical report confirming a mineral resource estimate at the Bulyea River project, each of which is payable in cash or Common Shares at the election of the Company. The agreement includes a provision for the return of the Bulyea River project to the vendor if the Company does not make the deferred payments as described above.
Collaboration Agreement
In April 2024, the Company entered into a collaboration agreement (the “Collaboration Agreement”) with the Ya’thi Néné Lands and Resources Office, working on behalf of The Athabasca Denesuliné First Nations of Hatchet Lake First Nation, Black Lake First Nation and Fond du Lac First Nation and Athabasca municipalities of Stony Rapids, Wollaston Lake, Uranium City, and Camsell Portage. The Collaboration Agreement establishes a structured framework of engagement, enabling the consistent exchange of information, while facilitating collaboration in pivotal areas such as permitting processes, environmental safeguarding, and monitoring protocols to ensure the Athabasca communities are involved in, and aligned with, the work undertaken near their communities. It also underscores the equitable distribution of benefits to support community development initiatives, enhancing the overall socio-economic landscape.
2024 Flow-Through Financing
On February 9, 2024, IsoEnergy completed a “bought deal” brokered private placement pursuant to which the Company sold 3,680,000 pre-Consolidation federal flow-through Common Shares (the “2024 PFT Shares”) at a price of $6.25 per 2024 PFT Share for aggregate gross proceeds of C$23,000,000 (the “2024 Flow-Through Financing”). Each 2024 PFT Share qualifies as a “flow-through share” within the meaning of the Tax Act.
Consolidated Uranium Arrangement
On December 5, 2023, the Company completed the acquisition of all of the issued and outstanding shares (the “CUR Shares”) of Consolidated Uranium Inc. (“CUR” or “Consolidated Uranium”) pursuant to a plan of arrangement (the “CUR Arrangement”) under the OBCA. Pursuant to the CUR Arrangement, IsoEnergy acquired all of the issued and outstanding CUR Shares not already held by IsoEnergy, and Consolidated Uranium shareholders (“CUR Shareholders”) other than IsoEnergy, received 0.500 of a pre-Consolidation Common Share in exchange for each CUR Share held immediately prior to closing of the CUR Arrangement.
On October 19, 2023, in connection with the CUR Arrangement, the Company completed a private placement of 8,134,500 subscription receipts (the “Subscription Receipts”) at an issue price of $4.50 per Subscription Receipt for gross proceeds of $36,605,250. On December 5, 2023, in connection with completion of the CUR Arrangement, each Subscription Receipt was automatically converted into one pre-Consolidation Common Share.
In connection with closing of the CUR Arrangement, effective as of December 5, 2023, Philip Williams and Mark Raguz were appointed to the IsoEnergy Board, replacing Tim Gabruch and Trevor Thiele who both resigned as directors. Richard Patricio assumed the role of Chair and Leigh Curyer assumed the role of Vice Chair of the IsoEnergy Board. In addition, the senior management team of the Company was reconstituted to include Philip Williams as Chief Executive Officer, Tim Gabruch as President, Graham du Preez as Chief Financial Officer, Martin Tunney as Chief Operating Officer, Darryl Clark as Executive Vice
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President, Exploration and Development, Dan Brisbin as Vice President, Exploration, and Jason Atkinson as Vice President, Corporate Development.
Premier American Uranium Spin-Out
On November 27, 2023, Consolidated Uranium completed the spin-out of its then majority-controlled subsidiary, Premier American Uranium Inc. (“PUR”), by way of a plan of arrangement under the OBCA (the “PUR Arrangement”). Pursuant to the PUR Arrangement, among other things, Consolidated Uranium, transferred ownership of certain wholly-owned subsidiaries which held eight United States Department of Energy leases located in Colorado (the “DOE Leases”) and patented claims located in Montrose County, Colorado in exchange for 7,753,572 common shares of PUR, 3,876,786 of which were distributed to CUR Shareholders on a pro rata basis pursuant to the provisions of the PUR Arrangement.
Virginia Energy Arrangement
On January 24, 2023, Consolidated Uranium completed the acquisition of all of the issued and outstanding shares (the “Virginia Energy Shares”) of Virginia Energy Resources Inc. (“Virginia Energy”) pursuant to a plan of arrangement under the BCBCA (the “Virginia Energy Arrangement”). Pursuant to the Virginia Energy Arrangement, Consolidated Uranium acquired 100% of the issued and outstanding Virginia Energy Shares not already held by Consolidated Uranium, and Virginia Energy shareholders other than Consolidated Uranium, received 0.26 of a CUR Share in exchange for each Virginia Energy Share held immediately prior to closing of the Virginia Energy Arrangement.
On December 6, 2022, in connection with the Virginia Energy Arrangement, Consolidated Uranium completed a private placement with Virginia Energy, pursuant to which CUR purchased, on a non-brokered private placement basis, 2,000,000 Virginia Energy Shares at a price of $0.50 per Virginia Share for aggregate consideration of C$1,000,000.
Other Corporate Developments
On December 1, 2025, Misty Urbatsch was appointed as Vice President, Strategy and Commercial of the Company.
Tim Gabruch resigned from his position as President of the Company effective August 31, 2024 and Dr. Darryl Clark resigned from his position as Executive Vice President, Exploration & Development of the Company effective October 31, 2024, both to pursue other opportunities. Dr. Dan Brisbin assumed accountability for the Company’s exploration activities globally.
DESCRIPTION OF THE BUSINESS
The principal business activity of IsoEnergy has been, and continues to be, the acquisition, exploration and evaluation of uranium mineral properties. The Company has acquired uranium projects in Canada, the United States and Australia, many with significant past expenditures and attractive characteristics for development.
The Company’s portfolio includes equity holdings of publicly traded and privately held companies whose principal businesses include the acquisition, exploration, and development of uranium mineral properties. The Company’s equity holdings include investments in NexGen, PUR, Atha Energy Corp. (“Atha Energy”), Future Fuels, and Jaguar, amongst others.
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Principal Markets, Distribution Methods and Products
The Company is in the mineral exploration and development business, with a primary focus on uranium. The Company’s operations are currently in the exploration and development stage and it does not have any marketable products at this time. In addition, the Company does not know when, or if, certain of its properties will reach the development stage, and if so, what the estimated costs would be to reach commercial production. The Company’s ability to reach commercial production is dependent on several factors. See “Risk Factors” below.
Uranium Uses and Production Process
The predominant use for uranium is as a fuel for nuclear power plants. Through nuclear fission process, significant amounts of energy are released, creating heat to generate steam to spin a turbine. This is the basis of power generation in the nuclear power industry.
Specialized Skill and Knowledge
The Company’s business requires specialized skills and knowledge, including but not limited to areas of geology, mining, engineering, mechanical, electrical, repair, mineral exploration and development, business negotiations, accounting and management. To date, the Company has been able to locate and retain personnel with the requisite skills and to meet its current needs as an exploration and development stage company in the current labour market. See “Risk Factors” below.
Competitive Conditions
The uranium exploration and mining business is competitive in all phases of exploration, development and production and competition in the mineral exploration and production industry can be significant at times; however, the uranium industry is small compared to other commodity or energy industries. Uranium demand is international in scope, but supply is characterized by a relatively small number of companies operating in only a few countries. Primary uranium production is concentrated amongst a limited number of producers and is also geographically concentrated in certain specific areas.
In addition, nuclear energy competes with other sources of energy, including oil, natural gas, coal, hydroelectricity and other forms of renewable energy. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydroelectricity, as well as the possibility of developing other low-cost sources for energy, may result in lower demand for uranium. Furthermore, growth of the uranium and nuclear power industry will depend upon continued and increased acceptance of nuclear technology as a means of generating clean, base-load electricity.
The Company competes with a number of other companies that have resources significantly in excess of those of the Company, in the search for and the acquisition of attractive properties, qualified service providers, labour, equipment and suppliers. The ability of the Company to acquire uranium properties in the future will depend on its ability to develop its present properties and on its ability to select and acquire suitable properties or prospects for exploration and development in the future. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company. Factors beyond the control of the Company may affect the marketability of uranium ultimately mined or discovered by the Company. See “Risk Factors” below.
Components
The Company uses, or may use, critical components such as water, electrical power, explosives, diesel and propane in its business, all of which are readily available.
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Business Cycle & Seasonality
The mining business is subject to commodity price cycles. The marketability of minerals and mineral concentrates is also affected by worldwide economic cycles, which could have a significant impact on the operations of the Company, including resulting in the Company determining to cease work on, or dropping its interest in, some or all of its properties. In addition to commodity price cycles and recessionary periods, exploration activity may also be affected by seasonal and irregular weather conditions in some of the areas where the Company operates.
The Company’s business is not cyclical or seasonal.
Economic Dependence
The Company’s business is not substantially dependent on any single commercial contract or group of contracts either from suppliers or contractors.
Changes to Contracts
It is not expected that the Company’s business will be materially affected in the current financial year by the renegotiation or termination of any contracts or sub-contracts.
Environmental Protection
The Company’s exploration and development activities are subject to various levels of federal, provincial, state and local laws and regulations relating to the protection of the environment. To the best of management’s knowledge, the Company’s activities in 2025 were, and continue to be, in compliance in all material respects with such environmental regulations applicable to its development and exploration activities. The Company is also committed to complying with all relevant industry standards, legislation and regulations in the countries where it carries on business.
Due to the stage of the Company’s activities, environmental protection requirements have had a minimal impact on the Company’s capital expenditures and competitive position. If needed, the Company will make and will continue to make expenditures to ensure compliance with applicable laws and regulations. New environmental laws and regulations, amendments to existing laws and regulations, or more stringent implementations of existing laws and regulations could have a material adverse effect on the Company by potentially increasing capital and/or operating costs. See “Risk Factors” below.
Employees
As at December 31, 2025, the Company had 24 employees and 17 contractors and at the date of this AIF, the Company had 24 employees and 18 contractors.
Foreign Operations
In addition to its mineral projects in Canada, the Company has mines and mineral projects located in the United States and Australia. Any changes in regulations or shifts in political attitudes in these jurisdictions, or other jurisdictions in which the Company has projects from time to time, are beyond the control of the Company and may adversely affect its business. In addition, future developments and operations may be affected in varying degrees by such factors as government regulations (or changes thereto) with respect to the restrictions on production, export controls, income taxes, expropriation of property, repatriation of profits, environmental legislation, land use, water use, land claims of local people, mine safety and receipt of necessary permits. The effect of these factors cannot be accurately predicted. See “Risk Factors” below.
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Social and Environmental Policies
The Company is committed to carrying out all of its activities in an ethical manner that prioritizes health and safety, recognizes the concerns of Indigenous peoples, communities and local stakeholders, and preserves the natural environment. The Company ensures that all employees are trained and instructed in their assigned tasks and that safety procedures are followed at all times. The importance of ethical behavior and preservation of the natural environment is stressed to all employees and/or contractors, and all are charged with monitoring operations to ensure they are being carried out in an environmentally friendly manner. The Company ensures that it will work with and consult local communities, Indigenous peoples and stakeholders, recognizing this practice as a benefit to all.
RISK FACTORS
The operations of the Company are speculative due to the high-risk nature of its business which is the exploration and development of mineral properties. The following risk factors could materially affect the Company’s financial condition and/or future operating results and could cause actual events to differ materially from those described in forward-looking information relating to the Company. The risks and uncertainties described below are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties, including those that the Company does not know about now or that it currently deems immaterial, may also adversely affect the Company’s business.
No History of Mineral Production
There is no assurance that commercial quantities of uranium will be discovered at any of the Company’s properties nor is there any assurance that the Company’s exploration programs will yield positive results. Even if commercial quantities of uranium are discovered, there can be no assurance that any property of the Company will ever be brought to a stage where uranium resources can be profitably produced. Factors which may limit the ability of the Company to produce uranium resources from its properties include, but are not limited to, the market price of uranium, availability of additional capital and financing and the nature of any mineral deposits.
Negative Operating Cash Flow and Dependence on Third-Party Financing
Given that the Company’s properties have yet to enter commercial production and generate cash flow, the Company had negative operating cash flow for the year ended December 31, 2025. The Company has no history of earnings or a return on investment, and there is no assurance that any of its properties or any business that the Company may acquire or undertake will generate earnings, operate profitably or provide a return on investment in the future. As a result, the Company is dependent on third-party financing to continue exploration and pursue potential development activities on the Company’s properties. Accordingly, the amount and timing of capital expenditures and the Company’s ability to conduct further exploration and development activities at its properties depends on the Company’s cash reserves and access to third-party financing. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Company’s properties, including the Larocque East Property and the Tony M Mine, or require the Company to sell one or more of its properties.
Furthermore, additional financing may not be available when needed, or if available, the terms of such financing might not be favourable to the Company and might involve substantial dilution to existing IsoEnergy Shareholders. The Company’s access to third-party financing depends on a number of factors, including the price of uranium, the results of ongoing exploration and development, any economic or other analysis performed with respect to the Company’s properties, a significant event disrupting the Company’s business or the uranium industry generally, or other factors may make it difficult or impossible to obtain financing through debt, equity, or other means on favourable terms, or at all. Failure to raise capital when needed would have a material adverse effect on the Company’s business, financial condition, prospects and outlook.
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Price of Uranium
The Company’s profitability and long-term viability depend, in large part, upon the market price of uranium. The price of uranium has historically experienced, and may experience in the future, volatility and significant price movements over short periods of time. Market price fluctuations of uranium could adversely affect the profitability of the Company’s operations and lead to impairments and write downs of mineral properties. Historically, the fluctuations in these prices have been, and are expected to continue to be, affected by numerous factors beyond the Company’s control, including but not limited to, demand for nuclear power; political and economic conditions in uranium producing and consuming countries; public and political response to a nuclear accident; improvements in nuclear reactor efficiencies; reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails; sales of excess inventories by governments and industry participants; and production levels and production costs in key uranium producing countries.
A decrease in the market price of uranium could adversely affect the price of the Common Shares and the Company’s ability to finance the exploration and development of its properties, which would have a material adverse effect on the Company’s future results of operations, cash flows and financial position. In addition, declining uranium prices can impact operations by requiring a reassessment of the feasibility of a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays and/or may interrupt operations until the reassessment can be completed, which may have a material adverse effect on the Company’s exploration and development prospects, cash flows and financial position. Depending on the price of uranium and other minerals, any cash flow from future mining operations may not be sufficient and the Company could be forced to discontinue production, if any, and may lose its interest in, or may be forced to sell, some of its properties (or an interest therein). Future production, if any, from the mining properties of the Company is dependent upon the prices of uranium and other minerals being adequate to make these properties economic.
Public Acceptance of Nuclear Energy and Alternate Sources of Energy
Maintaining the demand for uranium at current levels and achieving any growth in demand in the future will depend on society’s acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological, and environmental factors affecting the nuclear industry, including reinvigorated public attention following the 2011 accident at Fukushima in Japan, the industry is subject to public opinion risks that could impact the demand for nuclear power and the future prospects for nuclear power generation, which could have a material adverse effect on the Company’s earnings, cash flows, financial condition, results of operations or prospects.
In addition, the Company may be impacted by changes in regulation and public perception of the safety of nuclear power plants, which could adversely affect the construction of new plants, the demand for uranium and the future prospects for nuclear generation. These events could have a material adverse effect on the Company’s earnings, cash flows, financial condition, results of operations or prospects. A major shift in the power generation industry towards non-nuclear power or non-uranium-based sources of nuclear energy, whether due to lower cost of power generation associated with such sources, government policy decisions, or otherwise, could also have a material adverse effect on the Company’s earnings, cash flows, financial condition, results of operations or prospects.
Regulatory Factors and International Trade Restrictions
The international uranium industry, including the supply of uranium concentrates, is relatively small, highly competitive and heavily regulated. Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. The development of mines and related facilities is contingent upon governmental approvals that are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The duration and success of such approvals are subject to many variables outside of the Company’s control. Any significant delays in obtaining or renewing such permits or licences in the future could have a material adverse effect on the Company.
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In addition, the international marketing and trade of uranium is subject to potential changes in governmental policies, regulatory requirements and international trade restrictions (including trade agreements, customs, duties and taxes), which are beyond the control of the Company. Changes in regulatory requirements, customs, duties or taxes may affect the supply of uranium to the United States and Europe, which are currently the largest consumption markets for uranium in the world, as well as the future of supply to developing markets, such as China and India.
The supply of uranium is, to some extent, impeded by a number of international trade agreements and policies. These and any similar future agreements, governmental legislation, policies or trade restrictions are beyond the Company’s control and may affect the supply of uranium available in the United States, Europe and Asia, the world’s largest markets for uranium. If the Company achieves commercial production but is unable to supply uranium to important markets in the United States or Europe, its business, financial condition and results of operations may be materially adversely affected. In addition, there can be no assurance that governments will not enact legislation or take other actions that restricts who can buy or supply uranium, which may have a material adverse effect on the price of uranium and the Company’s financial condition and results of operations.
In particular, pursuant to an executive order, the United States has enacted significant new import tariffs on certain trade and transactions with Canada and other trading partners. Canada has enacted retaliatory import tariffs on certain trade and transactions from the United States. There is significant uncertainty surrounding further changes in governmental policy, particularly with respect to such trade policies, treaties and tariffs. These developments, and any similar further changes in governmental policy, may have a material adverse effect on global economic conditions and financial markets. The full economic impact of any such changes in governmental policy on the Company remains uncertain and is dependent on the severity and duration of the tariffs and any other measures imposed which, if prolonged, could increase costs and decrease demand for any minerals that may be extracted by the Company.
Additional Financing
The continued development of the Company may require additional financing. There is no guarantee that the Company will be able to achieve its business objectives without additional financing. The Company intends to fund its business objectives by way of additional offerings of equity and/or debt financing as well as through anticipated positive cash flow from operations in the future. The failure to raise or procure such additional funds or the failure to achieve positive cash flow could result in the delay or indefinite postponement of current business objectives. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, will be on terms acceptable to the Company. If additional funds are raised by offering equity securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of Common Shares. In addition, any debt financings may increase the Company’s debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions or the disposition of assets. Debt financings may also contain provisions which, if breached, may entitle lenders or their agents to accelerate repayment of loans and/or realize upon security over the assets of the Company, and there is no assurance that the Company would be able to repay such loans in such an event or prevent the enforcement of security granted pursuant to such debt financing. The Company will require additional financing to fund its operations until positive cash flow is achieved.
Competition with Other Viable Energy Sources
Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydroelectricity. Sustained lower prices of oil, natural gas, coal and hydroelectricity may result in lower demand for uranium concentrates and uranium conversion services, which in turn may result in lower market prices for uranium, which would materially and adversely affect the Company’s business, financial condition and results of operations. In addition, technical advancements in renewable and other alternate forms of energy, such as
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wind and solar power, could make these forms of energy more commercially viable and ultimately put additional pressure on the demand for uranium concentrates.
Mineral Tenure
The acquisition and maintenance of title to mineral properties is a very detailed and time-consuming process. While the Company has diligently reviewed and is satisfied with the title to the Company’s projects, and, to the best of its knowledge, such title is in good standing, there is no guarantee that title to the projects will not be challenged or impugned. The validity of mining or exploitation claims, which constitute most of the Company’s property holdings, can be uncertain, and may be contested. Title insurance is generally not available for mineral properties and the Company’s ability to ensure that it has obtained secure mine tenure may be severely constrained. Third parties may have valid claims underlying portions of the Company’s interests, including prior unregistered liens, agreements, royalty transfers or claims or other encumbrances and title may be affected by, among other things, undetected defects. Other parties may dispute the title to a property, or the property may be subject to prior unregistered agreements and transfers or land claims by Indigenous people. The title may also be affected by undetected encumbrances or defects or governmental actions.
The Company may not be able to register rights and interests it acquires against title to applicable mineral properties. An inability to register such rights and interests may limit or severely restrict the Company’s ability to enforce such acquired rights and interests against third parties or may render certain agreements entered into by the Company invalid, unenforceable, uneconomic, unsatisfied or ambiguous, the effect of which may cause financial results yielded to differ materially from those anticipated. Although the Company believes it has taken reasonable measures to ensure proper title to the properties in which it has an interest, there is no guarantee that such title will not be challenged or impaired. Any challenges, disputes, or termination of any one or more of the Company’s mining, exploration or other concessions, property holdings or titles could have a material adverse effect on the Company’s financial condition or results of operations.
In certain of the countries in which the Company operates or may operate in the future, the Company can initially only obtain rights to conduct exploration activities on certain prescribed areas, but obtaining the rights to proceed with development, mining and production on such areas or to use them for other related purposes, such as waste storage or water management, is subject to further application, conditions or licences, the granting of which are often at the discretion of the governments. In some instances, the Company’s rights are restricted to fixed periods of time with limited renewal rights. Delays in the process for applying for such rights or renewals or expansions, or the nature of conditions imposed by government, could have a material adverse effect on the Company’s business, including its existing developments and mines, and the Company’s financial condition and results of operations.
Acquisitions and Integration
As part of the Company’s business strategy, the Company examines opportunities to acquire additional mining assets and businesses. Any acquisition that the Company may choose to complete may be of a significant size, may change the scale of the Company’s business and operations, and may expose the Company to new geographic, political, operating, financial and geological risks. The Company’s success in its acquisition activities depends on its ability to identify suitable acquisition candidates, negotiate acceptable terms for any such acquisition, and integrate the acquired operations successfully with those of the Company. Any acquisitions would be accompanied by risks. For example, there may be a significant change in commodity prices after the Company has committed to complete the transaction and established the purchase price or exchange ratio; a material ore body may prove to be below expectations; the Company may have difficulty integrating and assimilating the operations and personnel of any acquired companies, realizing anticipated synergies and maximizing the financial and strategic position of the combined enterprise, and maintaining uniform standards, policies and controls across the organization; the integration of the acquired business or assets may disrupt the Company’s ongoing business and its relationships with employees, customers, suppliers and contractors; and the acquired business or assets may have unknown liabilities which may be significant. In the event that the Company chooses to raise debt
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capital to finance any such acquisition, the Company’s leverage will be increased. If the Company chooses to use equity as consideration for such acquisition, existing IsoEnergy Shareholders may suffer dilution. Alternatively, the Company may choose to finance any such acquisition with its existing resources. There can be no assurance that the Company would be successful in overcoming these risks or any other problems encountered in connection with such acquisitions.
Challenges and conflicts may arise in Joint Venture Arrangements
The Company holds a 50% interest in the Joint Venture properties through its Joint Venture with Purepoint and may enter into other joint venture or partnership arrangements in the future. Accordingly, the Company’s activities may be subject to the risks normally associated with the conduct of non-wholly owned projects or joint arrangements, which depend on the nature of the interests held and may include (but are not limited to): disagreement or conflict with the joint venture partner on how to explore, develop and ultimately operate projects efficiently; the inability of a partner to meet its obligations; a partner having economic or business interests or goals that are, or become, inconsistent with the Company’s business interests or goals; bankruptcy of a partner; disputes or disagreement arising between the Company and its partner regarding strategic decisions, resource allocation and milestones, among others; litigation regarding joint project/joint venture matters; or breach, default or incompliance of a partner in respect of the agreement with the Company. The existence or occurrence of one or more of the foregoing circumstances and events could have a material adverse impact on the Company’s results of operations and financial position.
Exploration, Development and Operating Risks
Mining operations are inherently dangerous and generally involve a high degree of risk. The Company’s operations are subject to all of the hazards and risks normally encountered in the exploration and development of minerals, including, without limitation, unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material any of which could result in damage to, or destruction of, mines, personal injury or loss of life and damage to property, and environmental damage, all of which may result in possible legal liability.
Mining operations are also subject to hazards such as fire, rock falls, geomechanical issues, equipment failure, and other hazards which may cause environmental pollution and consequent liability. The occurrence of any of these events could result in a prolonged interruption of the Company’s exploration and development activities that would have a material adverse effect on its business and prospects. Further, the Company may be subject to liability or sustain losses in relation to certain risks and hazards against which it cannot insure or for which it may elect not to insure. The occurrence of operational risks and/or a shortfall or lack of insurance coverage could have a material adverse impact on the Company’s future cash flows, earnings, results of operations and financial condition.
Permitting
The Company’s operations are subject to receiving and maintaining permits from appropriate governmental authorities. There is no assurance that delays will not occur in connection with obtaining and renewing all necessary permits for the Company’s existing operations, additional permits for any possible future changes to operations, or additional permits associated with new legislation. There can be no assurance that the Company will continue to hold all permits necessary to develop any particular property. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing activities to cease or be curtailed, and may include corrective measures requiring capital expenditures or remedial actions. Amendments to current laws, regulations and permitting requirements, or more stringent application of existing laws, may have a material adverse impact on the Company, resulting in increased capital expenditures and other costs or abandonment or delays in development of properties. Any of these factors could have a material adverse effect on the Company’s results of operations and financial position.
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Economics of Developing Mineral Properties
Mineral exploration and development is speculative and involves a high degree of risk. While the discovery of a mineral deposit may result in substantial rewards, few properties which are explored are commercially mineable and ultimately developed into producing mines.
The Company has not defined current mineral reserves at the Larocque East Property, the Tony M Mine or any of its other properties and there can be no assurance that any of the properties under exploration contain commercial quantities of any minerals. Even if commercial quantities of minerals are identified, there can be no assurance that the Company will be able to exploit the resources or, if the Company is able to exploit them, that it will do so on a profitable basis.
Should any mineral reserves exist, substantial expenditures will be required to confirm mineral reserves which are sufficient to commercially mine and to obtain the required environmental approvals and permitting required to commence commercial operations. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or feasibility studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (i) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies and construction of production facilities; (ii) availability and costs of financing; (iii) ongoing costs of production; (iv) uranium prices, which are historically cyclical; (v) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (vi) political climate and/or governmental regulation and control. Development projects are also subject to the successful completion of engineering studies, issuance of necessary governmental permits, and availability of adequate financing. Development projects have no operating history upon which to base estimates of future cash flow.
The ability to sell and profit from the sale of any eventual mineral production from the Tony M Mine, the Larocque East Property or any other project of the Company will be subject to the prevailing conditions in the minerals marketplace at the time of sale. The global minerals marketplace is subject to global economic activity and changing attitudes of consumers and other end-users’ demand for mineral products. Many of these factors are beyond the control of a mining company and therefore represent a market risk which could impact the long-term viability of the Company and its operations.
Imprecision of Mineral Reserve and Resource Estimates
Mineral resource and reserve figures are estimates, and no assurances can be given that the estimated levels of uranium will be produced. Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that its mineral resource estimates are well established and reflect management’s best estimates, by their nature, mineral resource estimates are imprecise and depend, to a certain extent, upon geological assumptions based on limited data, and statistical inferences which may ultimately prove unreliable. Should the Company encounter mineralization or formations different from those predicted by past sampling and drilling, resource estimates may have to be adjusted.
Mineral resources that are not mineral reserves do not have demonstrated economic viability. Further, due to the uncertainty which may be attached to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to measured or indicated mineral resources as a result of continued exploration.
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Pending Assay Results
Due to the nature of uranium and immediate visibility of radioactive content, in the interest of good disclosure practices it is the Company’s practice to measure the radioactivity of all drill core as soon as practicable and announce the results thereof by news release. The Company’s threshold for the disclosure of radioactive intervals is a minimum core length of 0.5m averaging 350 CPS or greater measured with an RS-125 handheld gamma-ray spectrometer. Additionally, the radioactive source must be confirmed as uraniferous and possess attributes consistent with unconformity-related deposits, the Company’s exploration target. After core has been appropriately handled and logged, samples are dispatched for testing. Assay results historically are generally received between 30 and 120 days after receipt of samples by the laboratory. The total count gamma readings using the scintillometer may not be directly or uniformly related to uranium grades of the sample measured and are only a preliminary indication of the presence of radioactive minerals. Core interval measurements and true thicknesses are not determined until assay results are received. There can be no assurance that assay results, once received, will confirm the previously announced scintillometer readings.
Development of New Mines and Restart of Existing Mines
The development of new mines or the restart of existing mines by the Company is subject to a number of factors including the availability and performance of engineering and construction contractors, mining contractors, suppliers and consultants, the receipt of required governmental approvals and permits in connection with the construction or restart of mining facilities, the conduct of mining operations (including environmental permits), and the successful completion and operation of ore passes, among other operational elements. Any delay in the performance of any one or more of the contractors, suppliers, consultants or other persons on which the Company is dependent in connection with its construction or restart activities, a delay in or failure to receive the required governmental approvals and permits in a timely manner or on reasonable terms, or a delay in or failure in connection with the completion and successful operation of the operational elements of new or restarted mines could delay or prevent the construction and start-up or restart of mines as planned. There can be no assurance that current or future construction and start-up or restart plans implemented by the Company will be successful, that the Company will be able to obtain sufficient funds to finance construction and start-up or restart activities, that personnel and equipment will be available in a timely manner or on reasonable terms to successfully complete construction projects, that the Company will be able to obtain all necessary governmental approvals and permits or that the construction, start-up, restart and ongoing operating costs associated with the development of new mines or the restart of existing mines will not be significantly higher than anticipated by the Company. Any of the foregoing factors could adversely impact the operations and financial condition of the Company.
Indigenous Matters
Effectively advancing exploration and mining operations within and outside of Canada is often dependent on addressing risk associated with the rights and interests of Indigenous peoples, and the Company is committed to working collaboratively with Indigenous peoples in respect of its projects, including for the purposes of effectively identifying and managing risk. However, the Company does not control many of the factors that give rise to risk, including government conduct, internal pressures and ambitions within Indigenous communities, as well as changing political and legal frameworks for addressing the rights and interests of Indigenous peoples and engaging with Indigenous peoples. In this context, no assurances can be given that material adverse consequences will not arise, including but not limited to: delays in receiving governmental approvals or rejections thereof, the imposition of onerous conditions, blockades or occupation of properties, legal challenges to the granting of governmental approvals, claims in tort alleging harm to rights, or the loss of the Company’s rights to lands and minerals, including in the context of a finding of Aboriginal title.
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Mining Activities in Saskatchewan
IsoEnergy’s properties are located within areas subject to First Nation treaty rights and asserted Aboriginal rights and title of the Métis, including an outstanding land claim that encompasses a large portion of northern Saskatchewan. The legal requirements associated with Aboriginal and treaty rights in Canada, including Aboriginal title and land claims, are complex and constantly evolving. The decision of the Supreme Court of Canada in Tsilhqot’in Nation v. British Columbia (2014 SCC 44) found that an extensive area within North-Central British Columbia had been established as Aboriginal title. In 2025, the Supreme Court of British Columbia found that hundreds of acres in southern Richmond, British Columbia had been established to be Aboriginal title lands, and that Land Title Act’s provision enshrining the indefeasibility of title did not apply to protect private interests from findings of Aboriginal title (the decision has been appealed).
The federal government has also taken steps to incorporate the United Nations Declaration on the Rights of Indigenous Peoples (“UNDRIP”) within the positive law of Canada through the United Nations Declaration on the Rights of Indigenous Peoples Act. A ruling by the Federal Court, now under appeal, in Kebaowek First Nation v. Canadian Nuclear Laboratories, 2025 FC 319 concluded that the adoption of UNDRIP had altered existing legal principles, including by imposing a requirement to seek Indigenous consent in the context of nuclear waste storage within an Indigenous peoples’ traditional territory.
Developing and maintaining strong relationships with First Nations and Métis people is a matter of paramount importance to the Company. However, there can be no assurance that Aboriginal and treaty rights claims and related consultation issues, including outstanding land claims, will not arise on or impact the Company’s mineral properties or the ability of the Company to operate within its properties. These legal requirements and the risk of Indigenous peoples’ opposition may increase the operating costs and affect the Company’s ability to carry on its business.
Non-Governmental Organizations
Certain non-governmental organizations (“NGOs”) that oppose globalization and resource development are often vocal critics of the mining industry and its practices, including the use of hazardous substances in mining activities. Adverse publicity generated by such NGOs or other parties generally related to extractive industries or specifically to the Company’s operations, could have an adverse effect on the Company’s reputation, impact the Company’s relationship with the communities in which it operates and ultimately have a material adverse effect on the Company’s business, financial condition and results of operations.
Community Relations and Reputational Risk
The Company’s relationships with the communities in which it operates, and other stakeholders are critical to ensure the future success of its exploration and development of its projects. There is an increasing level of public concern relating to the perceived effect of mining activities on the environment and on communities impacted by such activities. Publicity adverse to the Company, its operations or extractive industries generally, could have an adverse effect on the Company and may impact relationships with the communities in which the Company operates and other stakeholders. While the Company is committed to operating in a socially responsible manner, there can be no assurance that its efforts in this respect will mitigate this potential risk.
The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views in regard to the Company and its activities, whether true or not. While the Company strives to uphold and maintain a positive image and reputation, it does not ultimately have control over how it is perceived by others. Damage to the Company’s reputation can be the result of the perceived or actual occurrence of any number of events, including allegations of improper conduct, environmental non-compliance or damage, failure to meet the Company’s objectives, and measures implemented to handle interactions with community groups. Any of these events could lead to
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negative publicity for the Corporation, including on social media and web-based media platforms, regardless of the truth of the underlying event. Reputation loss may lead to increased challenges in developing and maintaining community relations, advancing its projects and decreased investor confidence, all of which may have a material adverse impact on the operations and financial condition of the Company.
Activist shareholders and Proxy Solicitation Firms
In recent years, publicly-traded companies have been increasingly subject to demands from activist shareholders and proxy solicitation firms advocating for changes to corporate governance practices, such as executive compensation practices, environmental, social, and governance issues, board composition, or for certain corporate actions or reorganizations. There can be no assurances that activist shareholders and proxy solicitation firms will not publicly advocate for the Company to make certain environmental, social, or governance changes or engage in certain corporate actions. Responding to challenges from activist shareholders, such as proxy contests, media campaigns or other activities and similar activities from proxy solicitation firms, could be costly and time consuming and could have an adverse effect on the Company’s reputation and divert the attention and resources of the Company’s management and the IsoEnergy Board, which could have an adverse effect on the Company’s business and results of operations. Even if the Company does undertake such environmental, social, or governance changes or corporate actions, activist shareholders and proxy solicitation firms may continue to promote or attempt to effect further changes. Activist shareholders may attempt to acquire control of the Company to implement such changes. If shareholder activists with differing objectives are elected to the IsoEnergy Board, this could adversely affect the Company’s business and future operations. Additionally, shareholder activism could create uncertainty about the Company’s future strategic direction, resulting in loss of future business opportunities, which could adversely affect the Company’s business, future operations, profitability, and the Company’s ability to attract and retain qualified personnel.
Health, Safety and Environmental Risks and Hazards
Mining, like many other extractive natural resource industries, is subject to potential risks and liabilities due to accidents that could result in serious injury or death and/or material damage to the environment and Company assets. The impact of such accidents could cause an interruption to operations, lead to a loss of licences, affect the reputation of the Company and its ability to obtain further licences, damage community relations and reduce the perceived appeal of the Company as an employer. The Company strives to manage all such risks in compliance with local and international standards and has or expects to implement various health and safety measures designed to mitigate such risks. Any such occupational health and personal safety issues may adversely affect the business of the Company and its future operations.
All phases of the Company’s operations are also subject to environmental and safety regulations in the jurisdictions in which it operates. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that the Company has been or will at all times be in full compliance with all environmental laws and regulations or hold, and be in full compliance with, all required environmental, health and safety permits. In addition, no assurances can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could have an adverse effect on the Company’s financial position and operations. The potential costs and delays associated with compliance with such laws, regulations and permits could prevent the Company from proceeding with the development of a project and any non-compliance therewith may adversely affect the Company’s business and prospects. Environmental hazards may also exist on the properties on which the Company holds interests that are unknown to the Company at present and that have been caused by previous or existing owners or operators of the properties.
Government environmental approvals and permits are currently, or may in the future be, required in connection with the Company’s operations. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from proceeding with planned exploration or development of
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mineral properties. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. The costs associated with such instances and liabilities could be significant. Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or require abandonment or delays in the development and exploration of its mining properties. The Company may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. The Company may also be held financially responsible for remediation of contamination at current or former sites, or at third party sites. The Company could also be held responsible for exposure to hazardous substances.
In the context of environmental permits, the Company must comply with standards, laws and regulations that may entail costs and delays depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the regulatory authority. The Company may incur costs associated with reclamation activities, which may materially exceed the provisions established by the Company for the activities. In addition, possible additional future regulatory requirements may require additional reclamation requirements creating uncertainties related to future reclamation costs. Should the Company be unable to post required financial assurance related to an environmental remediation obligation, the Company might be prohibited from starting planned operations or required to suspend existing operations or enter into interim compliance measures pending completion of the required remedy, which could have a material adverse effect. Furthermore, changes to the amount of financial assurance that the Company is required to post, as well as the nature of the collateral to be provided, could significantly increase the Company’s costs, making the development of new mines less economically feasible.
Foreign Operations and Political Risk
The Company has interests in mineral properties in Canada, the United States and Australia and may acquire interests in other jurisdictions, exposing it to the socioeconomic conditions as well as the laws governing the mining industry in those countries. Inherent risks with conducting foreign operations include, but are not limited to: high rates of inflation; military repression; war or civil war; social and labour unrest; organized crime; hostage taking; terrorism; violent crime; extreme fluctuations in currency exchange rates; expropriation and nationalization; renegotiation or nullification of existing concessions, licences, permits and contracts; illegal mining; changes in taxation policies including carbon taxes; restrictions on foreign exchange and repatriation; and changing political norms, currency controls and governmental regulations that favour or require the Company to award contracts in, employ citizens of, or purchase supplies from, a particular jurisdiction. These risks may limit or disrupt the Company’s exploration and development activities restrict the movement of funds, cause the Company to have to expend more funds than previously expected or required, or result in the deprivation of contract rights or the taking of property by nationalization or expropriation without fair compensation, and may materially adversely affect the Company’s financial position or results of operations.
Market Price of Securities
The Common Shares are listed on the TSX and on the NYSE American. Securities markets have had a high level of price and volume volatility, and the market price of securities of many resource companies, particularly those considered exploration or development stage companies, have experienced wide fluctuations in price that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.
The trading price of the Common Shares may increase or decrease in response to a number of events and factors, not related to the Company’s performance, and are, therefore, not within the Company’s control, including but not limited to, the market in which the Common Shares are traded, the strength of the economy generally, the price of uranium, the availability and attractiveness of alternative investments and the breadth
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of the public market for the Common Shares. The effect of these factors and others on the market price of the Common Shares in the future cannot be predicted.
Virginia State Moratorium on Conventional Uranium Mining
The Coles Hill Project is located in the State of Virginia, a jurisdiction where there has been a moratorium on conventional uranium mining on private land since 1982 (Title 45.2, Chapter 21 of the Code of Virginia). The Virginia Code of 1950 was amended in 1982 to provide that no application for uranium mining shall be accepted by any agency of the Commonwealth of Virginia until a program for permitting the mining of uranium is established by statute.
Before mining development activities at the Coles Hill Project can proceed, the Virginia General Assembly must enact legislation authorizing and establishing a permitting program. If legislation were eventually passed to, in effect lift the moratorium on uranium mining, it would then be necessary for the Virginia Department of Mines Minerals and Energy, which regulates mining in the State of Virginia, to adopt the permitting regulations.
Given the many approvals that the Company would have to obtain in order to commence mining at the Coles Hill Project, there can be no assurances as to when or even if the Company will be able to commence mining operations.
Queensland Moratorium on Uranium Mining
As a country, Australia is the fourth largest producer of uranium globally, due to the Northern Territory and South Australia having established uranium mines. However, the grant of Mining Leases is a responsibility of State Governments in Australia and most of the Company’s Australian projects are located in Queensland. When the Queensland Labor government was formed in 2014, the party re-instated the policy that it would not grant a Mining Lease for the purpose of mining uranium in Queensland, nor would it permit the treatment or processing of uranium within the State. To date, the Liberal National Party of Queensland, which was elected in October 2024, has not altered that policy nor publicly stated their position on a potential revision of the existing policy and there can be no assurances as to when or even if they will do so, which could materially impact the ability of the Company to advance its projects in Queensland.
Dilution
The Company may have further capital requirements and exploration expenditures as it proceeds to expand exploration activities at its mineral projects, develop any such projects or take advantage of opportunities for acquisitions, joint ventures or other business opportunities that may be presented to it. The Company may sell additional Common Shares or other securities in the future to finance its operations or may issue additional Common Shares or other securities as consideration for future acquisitions. The Company cannot predict the size or nature of future sales or issuances of securities or the effect, if any, that such future sales and issuances may have on the market price of the Common Shares. Sales or issuances of substantial numbers of Common Shares, or the perception that such sales or issuances could occur, may adversely affect the future market price of the Common Shares and dilute each IsoEnergy Shareholder’s equity position in the Company.
Limited Number of Potential Customers
A small number of electric utilities worldwide buy uranium for nuclear power plants. In addition, there is no public market for the sale of physical uranium. The uranium futures market on the New York Mercantile Exchange does not provide for physical delivery of uranium, only cash on settlement, and the trading forum by certain buyers does not offer a formal market but rather facilitates the introduction of buyers to sellers. If the Company ultimately achieves commercial production at any of its properties, it may not be able to sell any physical uranium at a desired price level for some time. The pool of potential purchasers and sellers is limited, and each transaction may require the negotiation of specific provisions. Accordingly, a purchase or
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sale cycle may take several weeks to complete. The inability to sell any produced uranium on a timely basis in sufficient quantities could have a material adverse effect on the financial condition of the Company.
Global Conflict
Ongoing global conflict, including without limitation in Ukraine and the Middle East, can and has led to sanctions being levied against certain countries by the international community and may result in additional sanctions or other international action, any of which may have a destabilizing effect on commodity prices, supply chain and global economies more broadly. Volatility in commodity prices and supply chain disruptions may adversely affect the Company’s business and financial condition. The extent and duration of such conflicts and related international actions cannot be accurately predicted and the effects of such conflict may magnify the impact of other risks identified in this AIF, including those relating to commodity price volatility and global financial conditions. Because of the highly uncertain and dynamic nature of these events, it is not currently possible to accurately estimate the impact of such conflicts on the Company’s business.
Significant Shareholder
As of the date of this AIF, NexGen holds approximately 30.0% of the issued and outstanding Common Shares on a non-diluted basis. As a result of the number of Common Shares held by NexGen, NexGen may be in a position to affect the governance and operations of the Company, including matters requiring shareholder approval, such as the election of directors, change of control transactions and the determination of other significant corporate actions. There can also be no assurance that the interests of NexGen will align with the interests of the Company or the other IsoEnergy Shareholders, particularly in light of the other financial interests of NexGen, and NexGen will have the ability to influence certain actions that may not reflect the intent of the Company or align with the interests of the Company or the other IsoEnergy Shareholders.
Conflicts of Interest
Certain of the directors and officers of the Company also serve as directors and/or officers of other companies involved in natural resource exploration and development and, consequently, there exists the possibility for such directors and officers to be in a position of conflict. The Company expects that any decision made by any of such directors and officers involving the Company will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Company and its shareholders, but there can be no assurance in this regard. In addition, each of the Company’s directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest or which are governed by the procedures set forth in the OBCA and any other applicable law. In the event that the Company’s directors and officers are subject to conflicts of interest, there may be a material adverse effect on its business.
Availability and Costs of Infrastructure, Energy and Other Commodities
Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants that affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations.
The profitability of the Company’s operations will be dependent upon the cost and availability of commodities which are consumed or otherwise used in connection with the Company’s operations and projects, including, but not limited to, diesel, fuel, natural gas, electricity, steel and concrete. Commodity prices fluctuate widely and are affected by numerous factors beyond the control of the Company. If there is a significant and sustained increase in the cost of certain commodities, the Company may decide that it is not economically feasible to continue all of the Company’s development activities.
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Further, the Company relies on certain key third-party suppliers and/or contractors for services, equipment, raw materials used in, and the provision of services necessary for, the development and construction of its assets. There can be no guarantee that services, equipment or raw materials will be available to the Company on commercially reasonable terms or at all.
Insurance and Uninsured Risks
Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave‐ins, fires, floods, earthquakes and other environmental occurrences, as well as political and social instability. It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the Common Shares. The lack of, or insufficiency of, insurance coverage could adversely affect the Company’s future cash flow and overall profitability.
Competition
The mining industry is intensely competitive in all of its phases and the Company competes with many companies possessing greater financial and technical resources than itself. Competition in the uranium mining industry is primarily for mineral rich properties that can be developed and produced economically; the technical expertise to find, develop, and operate such properties; the labour to operate the properties; and the capital for the purpose of funding such properties. The Company expects to selectively seek strategic acquisitions in the future, however, there can be no assurance that suitable acquisition opportunities will be identified on acceptable terms. As a result, there can be no assurance that the Company will acquire any interest in additional uranium properties. If the Company is not able to acquire these interests, it could have a material and adverse effect on its future earnings, cash flows, financial condition or results of operations. Even if the Company does acquire these interests or rights, the resulting business arrangements may ultimately prove not to be beneficial.
Tax Matters
The Company’s taxes are affected by several factors, some of which are outside of its control, including the application and interpretation of the relevant tax laws and treaties. The introduction of new tax laws, regulations or rules, or changes to, or differing interpretation of, or application of, existing tax laws, regulations or rules in Canada, the United States or Australia, could result in an increase in taxes, or other governmental charges, duties or impositions, an unreasonable delay in the refund of certain taxes owing to the Company or the application of unfavourable currency controls or on the repatriation of profits. No assurance can be given that new tax or foreign exchange laws, rules or regulations will not be enacted or that existing laws, rules or regulations will not be changed, interpreted or applied in a manner that could have a material adverse effect on the Company. In addition, if the Company’s filing position, application of tax incentives or similar “holidays” or benefits were to be challenged for any reason, this could have a material adverse effect on the Company’s business, results of operations and financial condition.
The Company is subject to routine tax audits by various tax authorities. Tax audits may result in additional tax, interest payments and penalties which would negatively affect the Company’s financial condition and operating results. New laws and regulations or changes in tax rules and regulations or the interpretation of tax laws by the courts or the tax authorities may also have a substantial negative impact on the Company’s business. There is no assurance that the Company’s current financial condition will not be materially adversely affected in the future due to such changes.
Foreign Mining Tax Regimes
Mining tax regimes in foreign jurisdictions are subject to differing interpretations and are subject to constant change. The Company’s interpretation of taxation law as applied to its transactions and activities may not
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coincide with that of the tax authorities. As a result, transactions may be challenged by tax authorities and the Company’s operations may be assessed, which could result in significant additional taxes, penalties and interest. In addition, proposed changes to mining tax regimes in foreign jurisdictions could result in significant additional taxes payable by the Company, which would have a negative impact on the financial results of the Company.
Litigation
All industries, including the mining industry, are subject to legal claims, with and without merit. The Company may become involved in legal disputes in the future. Defence and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. As of the date hereof, no material claims have been brought against the Company, nor has the Company received an indication that any material claims are forthcoming. However, due to the inherent uncertainty of the litigation process, should a material claim be brought against the Company, there can be no assurance that the resolution of any particular legal proceeding will not have a material adverse effect on the Company’s financial position and results of operations.
Nature and Climatic Conditions
The Company and the mining industry are facing continued geotechnical challenges, which could adversely impact the Company. Unanticipated adverse geotechnical and hydrological conditions, such as landslides, droughts, pit wall failures and rock fragility may occur in the future and such events may not be detected in advance. Geotechnical instabilities and adverse climatic conditions can be difficult to predict and are often affected by risks and hazards outside of the Company’s control, such as severe weather, wildfires and considerable rainfall, which may lead to periodic floods, mudslides, wall instability and seismic activity, which may result in slippage of material. Such conditions could result in limited access to mine sites, suspensions or reductions in operations, government investigations, increased monitoring costs, remediation costs, loss of ore and other impacts which could cause the Company’s projects to be less profitable than currently anticipated and could result in a material adverse effect on the Company’s results of operations and financial position.
Information Systems and Cyber Security
The Company’s information systems, and those of its third-party service providers and vendors, are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, security breaches, cyber threats, extortion, employee error, malfeasance, system errors or other types of risks, and may occur from inside or outside of the Company. Cybersecurity risk is increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapidly evolving nature of the threats, targets, and consequences. Additionally, unauthorized parties may attempt to gain access to these systems or the Company’s information through fraud or other means of deception. The Company’s operations depend, in part, on how well the Company and those entities with which it does business, protect networks, equipment, information technology systems and software against damage from a number of threats. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.
Although to date, the Company has not experienced any material losses relating to cyber attacks or information security breaches, there can be no assurance that it will not incur such losses in the future. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
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Global Financial Conditions
Global financial conditions continue to be characterized as volatile. In recent years, global markets have been adversely impacted by various credit crises and significant fluctuations in fuel and energy costs and metals prices, the COVID-19 pandemic, ongoing hostilities in Ukraine and the Middle East, related sanctions, and threats of tariffs and other trade restrictions. Many industries, including the mining industry, have been impacted by these market conditions. Global financial conditions remain subject to sudden and rapid destabilizations in response to future events, as government authorities may have limited resources to respond to future crises. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s growth and prospects. Future crises may be precipitated by any number of causes, including natural disasters, geopolitical instability, changes to energy prices or sovereign defaults. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material adverse effect on commodity prices, demand for metals, including uranium, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect the Company’s business and the market price of the Common Shares.
Dependence on Key Management Personnel
The Company relies on the specialized skills of management and consultants in the areas of mineral exploration, geology and business negotiations and management. The Company’s ability to manage its operating, development, exploration and financing activities will depend in large part on the efforts of these individuals and as the Company’s business grows, it will require additional personnel. The Company faces intense competition for qualified personnel, and there can be no assurance that the Company will be able to attract and retain such personnel. The loss of the services of one or more key employees or the failure to attract and retain new personnel could have a material adverse effect on the Company’s ability to manage and expand the Company’s business. The Company does not currently maintain key-man life insurance on any of its key employees.
Dependence on Outside Parties
The Company has relied upon consultants, engineers, contractors and other parties and intends to rely on these parties for exploration, development, construction and operating expertise and any future production. Substantial expenditures are required to construct mines, to establish mineral resources and mineral reserves through drilling, to carry out environmental and social impact assessments, to develop metallurgical processes to extract metal and, in the case of new properties, to develop the exploration and plant infrastructure at any particular site. Deficient or negligent work or work not completed in a timely manner could have a material adverse effect on the Company.
Infectious Diseases
Global markets and various industries have been adversely impacted by emerging infectious diseases and/or the threat of outbreaks of viruses, other contagions or epidemic diseases, as most recently seen during the COVID-19 pandemic. The outbreak of such diseases and the resultant response to combat it could result in the implementation by numerous governments of non‐routine measures such as quarantines, travel restrictions and business closures designed to contain the spread of the outbreak. These measures could negatively impact the global economy and lead to volatile market conditions and commodity prices. The economic viability of the Company’s long‐term business plan is impacted by its ability to obtain financing, and global economic conditions impact the general availability of financing through public and private debt and equity markers, as well as through other avenues.
Significant outbreaks could result in operational and supply chain delays and disruption as a result of governmental regulation and preventative measures being implemented worldwide. The Company could
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also be required to close, curtail or otherwise limit its operating activities as a result of the implementation of any such governmental regulation or preventative measures in the jurisdictions in which the Company operates, or as a result of sustained outbreaks at its project site or facilities. Any such closures or curtailments could have an adverse impact on the business of the Company.
Asset Values may be subject to Impairment
At each reporting period, the Company undertakes a detailed evaluation of its portfolio of exploration projects and other assets. The recoverability of the Company’s carrying values of these properties may be affected by a number of factors including, but not limited to, the price of uranium, decreases in mineral resources, adverse changes in the economic or technical feasibility of a project or mine, the residual prospectivity of exploration properties and the fair values associated with proposed transactions. Any impairment estimates, which are based on applicable key assumptions and sensitivity analysis, are based on management’s best knowledge of the amounts, events or actions at such time, and the actual future outcomes may differ from any estimates that are provided by the Company. Any future impairment charges on the Company’s mineral projects may have an adverse effect on the Company’s results of operations and consequently the market price of the Company’s securities.
Disclosure and Internal Controls
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (“IFRS”). Disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. The Company’s failure to satisfy the requirements of applicable Canadian securities laws on an ongoing, timely basis could result in the loss of investor confidence in the reliability of its financial statements, which in turn could harm its business and negatively impact the trading price of the Common Shares. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm the Company’s operating results or cause it to fail to meet its reporting obligations.
MATERIAL PROPERTIES
The Company’s material properties are the Larocque East Property and the Tony M Mine, each of which is the subject of a technical report prepared in accordance with NI 43-101.
The Tony M Mine
Unless otherwise stated, the scientific and technical information included in the below summary has been derived, in part, from, and in some instances are extracts from, the Tony M Technical Report with an effective date of September 9, 2022 and prepared by Mark B. Mathisen, C.P.G. of SLR who is a “qualified person” pursuant to NI 43-101 (“Qualified Person” or “QP”). All defined terms used in the following summary have the meanings ascribed to them in the Tony M Technical Report. The below summary is subject to all the assumptions, qualifications and procedures set out in the Tony M Technical Report. The Tony M Technical Report was prepared in accordance with NI 43-101. For full technical details of the report, reference should be made to the complete text of the Tony M Technical Report, which has been filed with the applicable regulatory authorities and is available under the Company’s SEDAR+ profile at www.sedarplus.ca. The summary set forth below is qualified in its entirety by reference to the full text of the Tony M Technical Report. The author of the Tony M Technical Report has reviewed and approved the scientific and technical disclosure contained in this AIF related to the Tony M Mine, other than the disclosure regarding the updates on the recommended work program and details of the 2023 drill program and the
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reopening of underground workings in 2024 under the heading “The Tony M Mine – Exploration, Development and Production” below. See “Interest of Experts” below.
Project Description, Location and Access
The Tony M Mine is located in eastern Garfield County, Utah, USA, 17 miles north of the Bullfrog Basin Marina on the northwestern side of Lake Powell and approximately 40 air miles south of the town of Hanksville, Utah, three miles west of Utah State Highway 276 and approximately five miles north of Ticaboo, Utah. The property is located in a remote area of southeastern Utah, and the infrastructure is limited. Road access to the property is via paved highways, State Highway 95, which connects the regional towns of Blanding and Hanksville, and State Highway 276, that connects Highway 95 with Ticaboo and the Bullfrog Marina, Utah. An unimproved gravel road, maintained by Garfield County, extends west from Highway 276, passes by the portal of the Tony M Mine, and extends northerly across the property, the northern end of which is intersected by another county road. A network of unimproved, unpaved exploration roads provide access over the property except in areas of rugged terrain. The Bullfrog Basin Marina airstrip is located approximately 15 miles south of the property.
The Tony M Mine consists of the underground mining project hosting the Tony M and Southwest deposits (the “Deposits”), as well as the surface facilities and underground mine workings for the currently inactive mine. The approximate geographical center of the target areas of interest is located at latitude 37°47’0.96’N and longitude 110°42’52.87’W. All surface data coordinates are State Plane 1983 Utah South FIPS 4303 (US feet) system.
The Tony M Mine consists of one Utah Trust Lands (SITLA) state Mineral Lease (the “Utah State Lease”) and 91 unpatented Federal lode mining claims. The claims and Utah State Mineral Lease comprise one contiguous property. The Utah State Mineral Lease includes 638.54 acres, and the 91 unpatented lode mining claims cover an area of approximately 1,544 acres. The surface rights covering the mining claims are owned by the U.S. government and administered by the U.S. Bureau of Land Management (“BLM”), while the surface estate over the Utah State Lease is owned by the State of Utah and managed by the Trust Lands Administration. Consolidated Uranium acquired a 100% interest in the Tony M Mine upon the completion on October 27, 2021 of the acquisition of a portfolio of conventional uranium projects located in Utah and Colorado, including i) the Tony M Mine; (ii) the Daneros Mine; (iii) the RIM Mine; and (iv) the Sage Plain Property, pursuant to the asset purchase agreement dated July 14, 2021 (the “Energy Fuels Transaction”) among Consolidated Uranium and certain wholly-owned subsidiaries of Energy Fuels Inc. (“Energy Fuels”).
Surface access to the Tony M Mine is granted via a surface owner agreement originally entered into between Jim Butt and Denison Mines (USA) Corporation. The agreement is for a period of 25 years, from March 14, 2008, and provides access across the Ticaboo 1, Ticaboo 5 and Ticaboo 6 claims. Jim Butt’s interest in the surface agreement was transferred to UCOLO Exploration Corp (“UCOLO”), and Denison Mines (USA) Corporation’s interest in the surface agreement was transferred to Energy Fuels Resources (USA) Inc., which interest was subsequently transferred to CUR Henry Mountains Uranium, LLC (“CUR Henry Mountains”), a subsidiary of Consolidated Uranium, upon closing of the Energy Fuels Transaction. Other areas of the Tony M Mine are accessible via gravel roads and two-track trails partially maintained by Garfield County and the BLM crossing public lands.
All property holdings have been reported to be in good standing up to August 31, 2026. The claim holding costs (annual maintenance fees to the BLM) for all of the unpatented lode mining claims that comprise a large part of the Tony M Mine for 2025-2026 will be US$200 per mining claim.
The Utah State Lease carries an annual rental cost of US$640, plus an escalating annual advance minimum royalty based on the uranium spot price. For 2025, the annual advance minimum royalty totalled US$7,680. The Utah State Lease was renewed in 2025 for a 10-year term which expires on March 31, 2035. The Company renegotiated the royalty on the Utah State Lease and reduced the royalty on future uranium production from 8% to 3% of gross value less certain deductions. The advanced minimum royalty was meaningfully reduced.
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Seventeen of the mining claims (TIC-17B thru TIC-33B, inclusive) that comprise a portion of the Tony M Mine project lands, are owned by CUR Henry Mountains, and are subject to an annual minimum advance royalty payment, based upon the average uranium spot price for the previous 12 months. The uranium production royalty burden is 4% of the yellowcake gross value, less taxes and certain other deductions. Advance minimum royalties paid are creditable against future production royalty obligations. The vanadium production royalty burden is 2% gross value less certain deductions. For 2025, the annual minimum advance royalty totaled US$250,708. The remaining 74 mining claims are not burdened with any production royalties.
The author of the Tony M Technical Report is not aware of any environmental liabilities on the property nor is it aware of any other significant factors and risks that may affect access, title, or the right or ability to perform the proposed work program on the property.
The Tony M Mine was originally permitted and developed by Plateau Resources Ltd. (“Plateau”) in conjunction with the nearby Shootaring Mill. The Tony M Mine was reclaimed in 2004 but was then purchased by Denison Mines Corp. (“Denison”) and re-permitted in 2007 for Phase 1 Operations in which mining access would be through the existing mine portals. Major permits for the operation included an approved Plan of Operations and Finding of No Significant Impact from the BLM, a Large Mine permit with the Utah Division of Oil, Gas and Mining, and an approved ground water discharge permit with the Utah Division of Water Quality. A reclamation bond of US$708,517 is in place. In addition, there is a bond of US$42,545 in place for the confirmation drilling work that was completed by Consolidated Uranium in May and June 2022 at the Tony M Mine, which will be returned once reclamation of drill sites is completed. An additional bond of US$305,287.50 was posted on June 21, 2023 for the 2023 program that was completed by Consolidated Uranium, and for further clarity this additional bond is not included in the Tony M Technical Report.
The Tony M Mine was re-opened by Denison in late 2007 and was re-commissioned and put into production. The Tony M Mine was later closed and placed on care and maintenance in November 2008. The property has been on care and maintenance since 2008.
History
During World War I, vanadium was mined from several small deposits outcropping in Salt Wash exposures on the eastern and southern flanks of the Henry Mountains. In the 1940s and 1950s, interest increased for both vanadium and uranium, and numerous small mines were developed on mineralized exposures of Salt Wash sandstones along the southeastern and eastern flanks of the Henry Mountains intrusive complex.
In the late 1960s, Gulf Minerals acquired a significant land position southwest of the Henry Mountains Complex and drilled approximately 70 holes with little apparent success. In 1970 and 1971, Rioamex Corporation conducted a 40-hole drilling program in an east-west zone extending across the southern portion of the Bullfrog property and the northern portion of the former Tony M property. Some of these holes intercepted significant uranium mineralization.
The history of exploration and development of the Tony M Mine evolved from the mid-1970s until early 2005. The Tony M Mine was explored and subsequently developed as an operating underground mine by Plateau, a subsidiary of Consumers Power Company of Michigan (“Consumers”). Surface drilling using conventional (open hole) tricone drilling methods, together with radiometric gamma logging, were the primary exploration tools used to identify and delineate uranium mineralization on the Tony M Mine.
Plateau commenced exploration east of Shootaring Canyon in 1974 and drilled the first holes west of the canyon on the Tony M Mine in early 1977. Following the discovery of the Tony M deposit in 1977, Plateau developed the Tony M Mine from September 1977 to May 1984, at which time mining activities were suspended. By January 31, 1983, over 18 miles of underground workings were developed at the Tony M Mine.
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Under Plateau, the Shootaring Canyon Uranium Processing Facility (“Ticaboo Mill”) was constructed approximately four miles south of the Tony M Mine portals. Operational testing commenced at the Ticaboo Mill on April 13, 1982, with the mill declared ready for operation on June 1, 1982.
Following extensive underground development, the Tony M Mine was put on care and maintenance in mid-1984 as a result of the cancellation of Consumers’ nuclear power plants located in Midland, Michigan. Plateau’s Tony M Mine uranium production had been committed to the Midland plant. The underground workings were allowed to flood after mining activities were suspended in 1984.
Ownership of the Tony M Mine was transferred from Plateau to Nuclear Fuels Services, Inc. (“NFS”) in mid-1990. During its tenure, NFS conducted annual assessment work including drilling and logging of approximately 39 rotary holes. U.S. Energy Corporation acquired ownership of the Tony M Mine in 1994, subsequently abandoning it in the late 1990s. During this period, U.S. Energy Corporation also conducted a program to close the Tony M Mine and reclaim disturbed surface areas. The buildings and structures were removed, and the terrain was reclaimed and revegetated.
In February 2005, the State of Utah offered the Utah State Mineral Lease for auction. Both the portal of the Tony M Mine and the southern portion of the Tony M deposit are located on this State section. International Uranium Corporation (“IUC”) was the successful bidder, and the State of Utah leased Section 16 to IUC.
In December 2006, IUC combined its operations with those of Denison. In February 2007, Denison acquired the former Plateau Tony M Mine, bringing it under common ownership with the Bullfrog property and renaming the properties the Henry Mountain Complex.
Neither Denison nor IUC carried out any physical work on the Tony M Mine until the end of 2005, when certain activities including underground reconnaissance and permitting were initiated. Following underground rehabilitation and construction of new surface facilities in 2006, Denison received the necessary operational permits for the reopening of the mine and they commenced production activities in September 2007.
When Denison operated the Tony M Mine from 2007 to 2008, several surface facilities were constructed, including a power generation station, compressor station, fuel storage facilities, maintenance building, offices, and dry facilities. An evaporation pond which was originally constructed when the Tony M Mine was in operation in the 1980s, and which was used for storage and evaporation of mine water, was reconstructed by Denison to allow for dewatering of the Tony M Mine. Denison placed the Tony M Mine on temporary closure status at the end of November 2008 and dewatering activities ceased.
In June 2012, Energy Fuels acquired 100% of the Henry Mountains Complex through the acquisition of Denison and its affiliates’ U.S. Mining Division. Energy Fuels carried out no work on the Tony M Mine following this acquisition.
On July 14, 2021, Consolidated Uranium entered into the Energy Fuels Agreement pursuant to which it agreed to acquire, among other things, the Tony M Mine. Consolidated Uranium acquired a 100% interest in the Tony M Mine following the completion of the Energy Fuels Transaction on October 27, 2021.
Geological Setting, Mineralization and Deposit Types
Regional Geology
The Deposits occur within three stratigraphic zones of the lower Salt Wash Member of the Morrison Formation, located within the Colorado Plateau. The geology of the Colorado Plateau is dominated by a thick sequence of upper Paleozoic to Cenozoic continental and marine sedimentary rocks. The dominant characteristic of the geologic history of the Colorado Plateau has been its comparative structural stability since the close of Precambrian time. During much of the Paleozoic and Mesozoic eras, the Colorado Plateau was a stable shelf without major geosynclinal areas of sedimentary rock deposition, except during the Pennsylvanian period when several thousand feet of black shales and evaporates accumulated in the Paradox Basin of southwestern Colorado and adjacent Utah.
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The Morrison Formation, host to the uranium-vanadium deposits in the Henry Mountains Basin, is a complex fluvial deposit of Late Jurassic age that occupies an area of approximately 600,000 square miles, covering parts of 13 western states and small portions of three Canadian provinces, far to the north and east of the boundary of the Colorado Plateau.
The Salt Wash Member of the Morrison Formation, which is the principal host to the sandstone-hosted uranium deposits of the Henry Mountains Basin, has been subdivided into three facies. While uranium-vanadium deposits are present in each of the three facies, the majority of mineralization has been mined from the interbedded sandstone and mudstone facies. In outcrop, the Salt Wash Member is exposed as one or more massive, ledge-forming sandstones, generally interbedded with laterally persistent siltstones or mudstones. The lower Salt Wash is approximately 150 ft thick in the project area, thinning and becoming less sandy northward from the project area. Sandstones comprise approximately 80% of the sequence, with the remainder comprised of siltstones and mudstones. Significant uranium mineralization occurs only in this lower unit.
Local and Property Geology
The Tony M Mine is situated in the southeastern flank of the Henry Mountains Basin, a subprovince of the Colorado Plateau physiographic province. The Henry Mountains Basin is an elongate north-south trending doubly plunging syncline in the form of a closed basin, flanked by the Monument Uplift to the southeast, Circle Cliffs Uplift to the southwest, and the San Rafael Swell to the north. The property is located south of Mt. Hilliers and northwest of Mount Ellsworth and Mt. Holmes. Exposed rocks in the project area are Jurassic and Cretaceous in age. Host rocks for the Deposits are Upper Jurassic sandstones of the Salt Wash Member of the Morrison Formation. In addition, a minor portion of the Tony M deposit uranium mineralization occurs in the uppermost section of the underlying Tidwell Member.
Exposed rocks in the Tony M Mine area are Jurassic and Cretaceous in age, and include the economically significant Morrison Formation, which is the host for the important uranium and vanadium deposits. The Tony M Mine is located south of Mt. Hillers and northwest of Mt. Ellsworth and Mt. Holmes.
In the Henry Mountains region, the Morrison Formation is a complex fluvial deposit of Late Jurassic age, and is comprised of three distinct Members: in ascending order, the Tidwell member, the Salt Wash Member, and the Brushy Basin Member. The basal Tidwell and the overlying Salt Wash are dominantly sequences of fluvial clastic sediments, with interbedded intervals of lacustrine sediments, which are more common in the Tidwell member than the Salt Wash Member. Conformably overlying the Salt Wash is the Brushy Basin Member, which is a visually distinctive unit that is comprised almost entirely of “overbank” facies and lacustrine sediments.
The more resistant sandstones of the Salt Wash Member represent the greatest amount of outcrop exposures of the Morrison Formation, and it is exposed as one or more massive, ledge-forming sandstones, generally interbedded with laterally persistent siltstones or mudstones. The lower Salt Wash is approximately 150 ft thick in the project area, thinning and becoming less sandy northward from the project area. Sandstones comprise 80% of the unit, with the remainder comprised of siltstones and mudstones. Significant uranium mineralization occurs only in sandstones of the lower unit. The uranium deposits of the Henry Mountains-Henry Basin area occur as generally tabular bodies in sandstones.
Mineralization
Uranium mineralization on the Tony M Mine is hosted by favourable sandstone horizons in the lowermost portion of the Salt Wash Member, where detrital organic debris is present. Mineralization primarily consists of coffinite, with minor uraninite, which usually occurs in close association with vanadium mineralization. Mineralization occurs as intergranular disseminations, as well as coatings and/or cement on and between sand grains and organic debris. Vanadium occurs as montroseite (hydrous vanadium oxide) and vanadium chlorite in primary mineralized zones located below the water table (i.e., the northernmost portion of the Tony M Mine deposit).
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The deposits occur within an arcuate zone over a north-south length of approximately 15,000 ft and a width ranging from 1,000 ft to 3,000 ft. Mineralization occurs in a series of three individual stratiform layers included within a 30 ft to 62 ft thick sandstone interval. Mineralization in the Tony M deposit occurs within three stratigraphic zones of the lower Salt Wash Member of the Morrison Formation, with a minor mineralized zone in the underlying Tidwell Member included in the lower zone. The deposits occur in the lowermost 35 ft to 62 ft of the Salt Wash Member sandstone. Mineralization within the UL horizon is offset to the east as compared to mineralization in the LL horizon.
Mineralization comprising the mineralized interval of the deposits has an average thickness of three feet to six feet, depending on assumptions regarding GT cut-off and dilution. Inspection of geophysical logs indicated that the thickness of uranium mineralization in individual drill holes only occasionally exceeds 12 ft.
At the Tony M Mine, the main mineralized horizons appear as laterally discontinuous, horizontal bands of dark material separated vertically by lighter zones lacking uranium but enriched in vanadium. On a small scale (inches to feet), the dark material often exhibits lithologic control, following cross-bed laminae or closely associated with, though not concentrated directly within, pockets of detrital organic debris.
The uranium-vanadium mineralization of the Henry Mountains Basin area is similar to the mineralization observed elsewhere in other parts of the Colorado Plateau. It occurs as intragranular disseminations within the fluvial sand facies of the Salt Wash Member, and forms coatings on sand grains and coatings and impregnations of associated organic masses. A significant portion of the uranium occurs in a very fine-grained phase whose mineralogy is best defined with the aid of an electron microscope.
Deposit Types
The deposits are classified as sandstone hosted uranium deposits. Sandstone-type uranium deposits typically occur in fine to coarse grained sediments deposited in a continental fluvial environment. The uranium may be derived from a weathered rock containing anomalously high concentrations of uranium, leached from the sandstone itself or an adjacent stratigraphic unit. It is then transported in oxygenated water until it is precipitated from solution under reducing conditions at an oxidation-reduction interface. The reducing conditions may be caused by such reducing agents in the sandstone as carbonaceous material, sulphides, hydrocarbons, hydrogen sulphide, or brines.
There are three major types of sandstone hosted uranium deposits: tabular vanadium-uranium Salt Wash types of the Colorado Plateau, uraniferous humate deposits of the Grants Mineral Belt, New Mexico area, and the roll-front type deposits of South Texas and Wyoming. The differences between the Salt Wash deposits and other sandstone type uranium deposits are significant. Some of the distinctive differences are as follows: (a) the deposits are dominantly vanadium, with accessory uranium; (b) one of the mineralized phases is a vanadium-bearing clay mineral; (c) the deposits are commonly associated with detrital plant trash, but not redistributed humic material; and (d) the deposits are entirely within reduced sandstone, without adjacent tongues of oxidized sandstone.
Sandstone-type uranium deposits typically occur in fine to coarse grained sediments deposited in a continental fluvial environment. The uranium is either derived from a weathered rock containing anomalously high concentrations of uranium or leached from the sandstone itself or an adjacent stratigraphic unit. It is then transported in oxygenated water until it is precipitated from solution under reducing conditions at an oxidation-reduction front. The reducing conditions may be caused by such reducing agents in the sandstone as carbonaceous material, sulphides, hydrocarbons, hydrogen sulphide, or brines.
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Exploration
Rotary and diamond core drilling on the property are the principal methods of exploration and delineation for uranium. As part of the Consolidated Uranium 2022 confirmation drilling program, vanadium assays were collected from the core from eight drill holes. Results from the eight holes appear to indicate an inverse relationship between vanadium to the uranium oxide grade, where the higher-grade vanadium is generally associated with the lower grade uranium mineralization. SLR found the 2022 V2O5/U3O8 ratio ranges from an average of 1:1 to greater than 17:1 in places and results are comparable with historic reported ratios.
A power relationship was observed between the uranium grade (%U3O8) and the vanadium to uranium ratio (V2O5:U3O8). The results of applying the equation indicate that there is potential for reporting vanadium resources in the future. The small sample size of the 2022 drilling vanadium values prevents construction of a reliable and accurate vanadium block model or resource estimate until more data is collected to improve confidence and understanding of the vanadium distribution on the property.
For an overview of the historical exploration programs completed by companies other than Consolidated Uranium, see “The Tony M Mine – History” above. See “The Tony M Mine – Exploration, Development and Production” below for details of IsoEnergy’s current exploration activities.
Drilling
Previous Owners
In February 1977, drilling commenced in what was to become the Tony M Mine. Subsequently, Plateau reportedly drilled more than 2,000 rotary drill holes totalling approximately 1,000,000 feet, with over 1,200 holes drilled on the Tony M Mine.
Most of the drilling completed on the Southwest deposit, and adjacent properties to the north were conducted by rotary drilling using a tricone bit with a nominal diameter of 5.1 inches. The Southwest deposit is delineated by drilling on approximately 100 ft centers. In some areas, the rugged terrain made access difficult, resulting in an irregular drill pattern.
The mineralization on the property is approximately horizontal, and all of the drilling was vertical. Deviation surveys were conducted on most drill holes in the Southwest deposit, providing an indication of how far the holes have drifted from vertical. The vertical holes provide a reliable estimate of the thickness of the Deposits.
Records indicate that a total of 32 core holes were drilled in the Southwest deposit while 25 core holes were drilled in the vicinity of the Tony M deposit. Drilling on the former Tony M Mine includes 24 core holes completed by Plateau and one core hole completed by NFS/BP Exploration Inc. Of the 25 holes, only 11 are located within the mineralized area comprising the Tony M deposit. The core holes provided samples of the mineralized zone for chemical and amenability testing, as well as flow sheet design for the Ticaboo Mill. SLR was not provided access to historic drill core for the Tony M deposit.
Energy Fuels, Denison and IUC carried out no additional surface drilling or exploration on the Tony M Mine since the last historical Mineral Resource estimate was completed in 2012.
2022 Drill Program
Consolidated Uranium drilled eight combined rotary and diamond drill holes at the Tony M Mine during May and June 2022, with the objective to confirm the previously reported results of historical drill holes completed by Plateau in the mid-to late 1970s. All of the Consolidated Uranium drill holes were situated in areas of uranium mineralization within the Tony M portion of the property in Section 16, Township 35 South, Range 11 East. The drilling and associated surface work (site preparation and access trails to drill sites) was covered by an existing permit issued by the State of Utah Division of Oil, Gas and Mining.
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The Consolidated Uranium drill holes were designed to confirm the stratigraphic position of uranium mineralization, the relative thicknesses of mineralized intervals, and the range of uranium grades that were encountered in the historical drill holes. Each of the eight Consolidated Uranium drill holes was located within approximately 20 feet of the pre-existing drill holes. The holes ranged from 200 to 375 feet in depth and included 2,555 feet of “conventional” open hole rotary drilling and 439 feet of core. As was the practice with the historical drilling, all of the 2022 drill holes were vertical in orientation (-90o) and no deviation data was collected.
The eight holes drilled by Consolidated Uranium in 2022 were collared in the “upper rim” of the Salt Wash. The holes were drilled with a tri-cone rotary method to the top of the “lower rim” of the Salt Wash, approximately 400 feet from surface. The dry cuttings returned were collected in 5-foot intervals and logged for lithology by Consolidated Uranium personnel.
When the core point was reached, a traditional 3-in split barrel coring technique was employed to core the entire lower rim of the Salt Wash. The core was drilled in 20ft runs which were moved from the splits to PQ size core boxes by hand. The core was measured and marked by Consolidated Uranium personnel and logged for lithology, geotechnical properties, and mineralization. The core boxes were stored in a locked warehouse on the Tony M Mine. No assays were collected from drill hole CUR-TM1 due to poor core recovery. No other additional exploration work has occurred on the property since Consolidated Uranium acquired the Tony M Mine in 2021.
As of the effective date of the Tony M Technical Report, Consolidated Uranium and its predecessor companies had completed approximately 2,000 rotary holes and 57 core drill holes over the Tony M Mine, of which 947,610 ft of drilling in 1,678 holes was used in the Tony M Resource Estimate.
The author of the Tony M Technical Report is not aware of any drilling, sampling or recovery factors that could materially impact the accuracy and reliability of the results.
Sampling, Analysis and Data Verification
Sampling Method
The primary assay data used in estimating Mineral Resources for the Tony M Mine is downhole radiometric logs.
Exploration drilling for uranium is unique in that core does not need to be recovered from a hole to determine the metal content. Due to the radioactive nature of uranium, probes that measure the decay products or “daughters” can be measured with a downhole gamma probe; this process is referred to as gamma logging. While gamma probes do not measure the direct uranium content, the data collected can be used along with probe calibration data to determine an equivalent U3O8 grade in percent (%e U3O8). Calculated equivalent U3O8 grades are very reliable for uranium Mineral Resource estimation provided the values have been adjusted using a correction (±) factor for any disequilibrium that may occur in the area.
The disequilibrium correction factor is established by correlating the count rate obtained from the probe against chemical assay results and adjusting the probe count rates accordingly into equivalent % U3O8 grades.
Century Wireline Services of Tulsa, Oklahoma (“Century Wireline”), a highly experienced borehole geophysical contractor logged all of the 2022 drill holes. The Tony M borehole geophysical logs collected natural gamma-ray, conductivity, and resistivity values continuously for each drill hole using a surface-recoding logging unit, and all data were plotted (analog) on log charts and entered into a digital database. Equivalent uranium grades (%e U3O8) were calculated from the gamma-ray data by Century Wireline’s logging unit. The geophysical logging methodologies utilized by Century Wireline in the 2022 drilling program are consistent with those employed by previous operators of the Tony M Mine, and these methodologies are considered to be “industry standard” techniques for evaluation of sandstone-hosted uranium deposits.
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Previous Owners
Southwest Deposit
The original downhole gamma logging of surface holes was completed for the Southwest deposit by Century Geophysical Corp. (“Century”) and Professional Logging Services, Inc. (“PLS”) under contract to Exxon Minerals Company (“Exxon”). Standard logging suites included radiometric gamma, resistivity, and self-potential measurements, supplemented by neutron-neutron surveys for dry holes. Deviation surveys were conducted for most of the holes. The natural gamma, self-potential, and resistance were recorded on magnetic tape and then processed by computer to graphically reproducible form. The data was transferred from the tape to computer for use in resource estimation.
Assays of samples from core drilling were collected by company geologists and submitted to various commercial laboratories for analysis. Exxon used Core Labs, of Albuquerque, New Mexico, for at least some of this analytical work. Results of these analyses were compared to e U3O8 values from gamma logs to evaluate radiometric equilibrium, logging tool performance, and validity of gamma logging.
Atlas Minerals Corporation (“Atlas”) prepared composite samples from Southwest deposit core recovered by Exxon for metallurgical testing. Testing completed included leach amenability studies, settling, and filtration tests.
Tony M Deposit
For the Tony M deposit, the same suite of logging surveys and procedures as employed by Exxon and Atlas was conducted on a majority of the holes. Most of the holes were logged by Century under contract to Plateau. Plateau also used PLS to log a small portion of the holes drilled in the mid-1980s. Deviation surveys were conducted for many of the holes. Neutron-neutron logging was conducted in some holes in this area providing information on rock characteristics. Assays of samples from core drilling were collected by company geologists and submitted for analysis to Skyline Labs, Hazen Research Inc., and Minerals Assay Laboratory, in addition to other commercial laboratories.
The initial logging by Century was completed using analog equipment. In 1978, Century’s CompuLog digital system replaced the analog equipment. At the time, Plateau conducted a series of comparative tests logging selected core holes with both types of equipment. The CompuLog results were found to be consistently 10% to 20% less than equivalent analog logs, however, the results were found to agree more closely with the results of chemical analyses of core from the logged holes.
Plateau contracted Hazen for metallurgical and analytical testing of samples from the Tony M deposit. This information was used to design the processing circuit for the Ticaboo Mill, which was constructed approximately four miles south of the portal of the Tony M Mine.
Confirmation assays of chemical % U3O8 were completed on drill core samples for comparison and calibration with %e U3O8 values from gamma logging. Plateau conducted a systematic program of analysis at independent commercial laboratories to confirm the reliability of results from its own analytical laboratory. For 2,354 analyses of radiometric and chemical uranium performed by the Plateau laboratory, 1,118 check analyses were performed on samples at independent commercial laboratories.
No drilling, logging, or core sampling was conducted by Energy Fuels or Denison and its predecessor IUC on the Tony M Mine.
The author of the Tony M Technical Report is of the opinion that historical work on the Tony M Mine was conducted using industry practice that was standard at the time.
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Sample Preparation and Analysis (Core Sampling)
Consolidated Uranium
The entire sequence of the lower sandstone unit of the Salt Wash was cored, and the top of the cored interval was determined by data on the depths of this geologic unit as identified from lithologic and geophysical logs of the targeted historical drill holes. Drill hole cuttings samples were collected at five-foot intervals from the collars to the “core point” of the 2022 drill holes, and lithologic descriptions were made of all cuttings samples. The entire lower sandstone unit of the Salt Wash was then drilled using a three-inch split barrel core barrel, and core was collected after each 20-ft core run (length of the core barrel). Core recovery was very good.
All core was measured by Consolidated Uranium geologic staff and logged for lithologies, alteration, geotechnical characteristics and visual evidence of uranium and mineralization. Core was cut, preserving one-half of each core cylinder for future reference, and the remaining one-half sampled for submission to American Assay Laboratories (“AAL”) of Reno, Nevada, for analytical determinations of uranium and vanadium grades. Remaining core was placed in PQ diameter plastic boxes and stored in a locked warehouse at the Tony M Mine.
Previous Owners
The following is a description of the method used for preparing the composites. Each of the composites consisted of 0.5 ft drill core intervals combined in such a manner as to give a composite head analysis exceeding 0.2 % U3O8. Only one half of the full core was available for composite preparation. The Southwest composite samples contained 104 core intervals. When possible, the composites were prepared using equal weights from each interval, however, since the sample weights were small (e.g., approximately 50 g) for some of the intervals, the overall total weight of the composites was limited. Each minus 10 mesh interval was blended on a rolling mat prior to splitting out the appropriate weight for the composite.
The composites were stored in cylindrical containers and then placed on a set of rolls for at least eight hours to achieve complete blending of the intervals. The blended samples were placed on a rolling mat and flattened with a spatula. A head sample, along with 500 g test samples, was split out by random cuts of the primary samples. The head samples were pulverized to minus 100 mesh for chemical analysis.
Every interval was analyzed for U3O8, V2O5, and CaCO3. The initial U3O8 analyses were performed fluorometrically, with samples greater than 0.02 % U3O8 being rerun volumetrically. The Atlas fluorometric laboratory also performed the initial V2O5 analyses and the Atlas ore lots laboratory repeated V2O5 assays on samples that assayed greater than 0.2 % V2O5. Most CaCO3 analyses were run only once in the Atlas ore lots laboratory.
Composite samples were analyzed volumetrically for both U3O8 and V2O5.
Procedures followed by Exxon, Atlas, and Plateau, together with contractors Century and PLS, were well documented and at the time followed best practices and standards of companies participating in uranium exploration and development. Onsite collection of the downhole gamma data and onsite data conversion limit the possibility of sample contamination or tampering.
Radiometric Equilibrium Uranium
Disequilibrium in uranium deposits is the difference between equivalent (e U3O8) grades and assayed U3O8 grades. Disequilibrium can be either positive, where the assayed grade is greater than the equivalent grades, or negative, where the assayed grade is less than the equivalent grade. A uranium deposit is in equilibrium when the daughter products of uranium decay accurately represent the uranium present. Equilibrium occurs after the uranium is deposited and has not been added to or removed by fluids after approximately one million years. Disequilibrium is determined during drilling when a piece of core is taken and measured by two different methods, by a counting method (closed-can) and by chemical assay. If a
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positive or negative disequilibrium is determined, a disequilibrium factor can be applied to e U3O8 grades to account for this issue.
The author of the Tony M Technical Report conducted a disequilibrium analysis based on core collected by Consolidated Uranium during the 2022 drilling program. Of the total 195 chemical assays collected, 93 having corresponding probe grade values greater than 0.0%e U3O8 were used in the analysis. Results of the analysis indicated that:
| · | the state of disequilibrium varies from location to location within the Tony M deposit; and |
|---|---|
| · | except for drill hole CUR-TM-06 near the western edge of Mine Block E, the calculated %e U3O8 probe grades may be slightly underestimated, between 3.0% and 6.0%, and the current Tony M Resource Estimate is therefore slightly conservative. |
| --- | --- |
The author of the Tony M Technical Report is of the opinion that the gamma logging estimates of equivalent uranium grade (%e U3O8) for the Tony M Mine are slightly conservative and underestimate the average U3O8 grade by up to 3%, with some portions of the Tony M deposit underestimated by as much as 6%. The relative difference between chemical and probe assays is not considered material, no correction (disequilibrium ratio of 1:1) to the radiometric data is required, and the data is suitable for resource estimation. It should be noted that, in these types of uranium deposits, equilibrium can change in different parts of the deposit. The author of the Tony M Technical Report recommends that additional chemical assays be collected in future drilling conducted on the Tony M Mine.
Southwest Deposit
Exxon conducted analyses of samples from core drilling between 1978 to 1980 in the Southwest deposit, using results from Core Labs. Exxon found that the radioactive disequilibrium of potentially economic grade intercepts in cores, measured as the ratio of chemical U3O8 to log radiometric equivalent (e U3O8), varied from 0.80 to 1.35 and averaged 1.06, close to the equilibrium value of 1.0.
Tony M Deposit
Plateau conducted an extensive investigation of the state of chemical disequilibrium of uranium in the Tony M deposit. Plateau became aware of this issue during initial development of the Tony M Mine, as the uranium mineralization first encountered in developing the southern portion of the Tony M deposit is located above the water table. The mineralization is oxidized, and the state of disequilibrium is both quite variable and locally unfavourable, with much of the muck mined being low grade.
The most comprehensive analysis of disequilibrium of uranium in the Tony M deposit was completed using the results from 2,354 composite samples collected from buggies coming from the Tony M Mine over the period 1980 to 1982. Based on sampling records, the analytical results were divided according to various areas of origin in the Tony M Mine. This provided the basis to estimate the relative state of disequilibrium for uranium in different areas of the Tony M deposit. The analyses of closed can uranium and chemical uranium were performed at the Plateau laboratory at the Ticaboo Mill. Many independent check analyses were sent to commercial laboratories as a quality assurance practice.
Based on the analysis, the following was concluded: (a) the state of disequilibrium varies from location to location within the Tony M deposit; (b) with the exception of one small area in the southern portion of the Tony M deposit, the equilibrium factor is positive; (c) low grade material with less than 0.06% U3O8 is depleted in uranium; and (d) higher grade material containing more than 0.06% U3O8 is enriched uranium. It was also concluded that the overall weighted equilibrium factor of chemical to radiometric uranium grade (at a GT cut-off of 0.28 t%) for the Tony M deposit was approximately 1.06. The disequilibrium factor for the Tony M deposit is similar to the factor of 1.06 determined by Exxon for the Southwest deposit.
In the opinion of the author of the Tony M Technical Report, the historical sample preparation, analysis, and security procedures at the property were adequate for use in the estimation of Mineral Resources during this time period. The author also opines that, based on the information available, the original gamma
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log data and subsequent conversion to %e U3O8 values are reliable but slightly conservative estimates of the uranium U3O8 grade. Furthermore, there is no evidence that radiometric disequilibrium would be expected to negatively affect the historical uranium resource estimates of the Deposits. The author is also of the opinion that the disequilibrium should be taken into consideration when mining is conducted in the Tony M Mine in areas above the static water table.
Security
The boxed core was transported by a Consolidated Uranium geologist by truck from the drilling rig to the Tony M machine shop where it was stored and logged. The shop was locked during the night and when no Consolidated Uranium personnel were on site. The samples were then transported by personnel from BDS Trucking of Naturita, Colorado, to AAL in Reno, Nevada in a closed truck on July 17, 2022. AAL is an independent laboratory with ISO/IEC 17025: 2020 accreditation and Nevada Division of Environmental Protection (NDEP): 2021 approved for the relevant procedures.
Quality Assurance and Quality Control
A strict quality control/quality assurance (“QA/QC”) program was utilized for sample assaying:
| · | a certified blank (unmineralized silica) sample was inserted as the first sample for each drill hole, after each interval that contained anomalous levels of uranium (as determined from the gamma-ray log data), and randomly at the rate of one sample per every 20 samples. |
|---|---|
| · | certified reference materials (standards) were acquired from OREAS North America for three different uranium grade ranges (499 ppm U3O8, 1012 ppm U3O8, and 2175 ppm U3O8), and standards were inserted into the sample stream at the rate of one standard for every ten samples. |
| --- | --- |
| · | duplicate core samples were inserted at the rate of one duplicate per every ten samples. |
| --- | --- |
| · | the overall percentage of QA/QC control samples was approximately 18% of the total sample submission to AAL. |
| --- | --- |
QA/QC samples including duplicates, blanks, certified reference materials (“CRMs” or standards) and sample tags with the sample number are placed in the sample bags before they were sealed and shipped to AAL.
Results of the regular submission of CRMs are used to identify problems with specific sample batches and biases associated with the primary assay laboratory. A total of 57 CRMs were inserted in the 2022 sampling analysis, representing an insertion ratio of 4.98% considering all the samples. SLR received the CRM results, prepared control charts and analyzed temporal and grade trends. The results are within the upper and lower confidence limits and show no trends or drift with time, thus indicating good and consistent laboratory precision and accuracy.
Duplicate samples help to monitor preparation and assay precision and grade variability as a function of sample homogeneity and laboratory error. A total of 37 pairs of field duplicates were analyzed out of a total of 195 drill samples (19.0%) from the 2022 drill program. These show that 92% of the duplicates are within ±20% of the original, with three outliers.
The author of the Tony M Technical Report is of the opinion that the QA/QC protocols set in place by Consolidated Uranium met current industry standards and are appropriate for supporting the use of the %e U3O8 values in the database for use in a Mineral Resource estimation, and that the sample security, analytical procedures, and QA/QC procedures used by Consolidated Uranium meet industry best practices and are adequate to estimate Mineral Resources.
In the author’s opinion, the historical and most recent radiometric logging, analysis, and security procedures at the Tony M Mine are adequate for use in the estimation of the Mineral Resources. The author also opines that, based on the information available, the original gamma log data and subsequent conversion to %e
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U3O8 values are reliable. Furthermore, there is no evidence that radiometric disequilibrium would be expected to negatively affect the uranium resource estimates.
Data Verification
As part of the Tony M Technical Report, all of the historical data associated with the Tony M Mine was compiled, organized, and entered into a new database by Consolidated Uranium geologists and audited by the author of the Tony M Technical Report for completeness and validity. The data was in the form of collar location, downhole survey, downhole radiometric data, drill hole maps, drill hole logs, chemical assays, drill logs, and reports. This includes data from previous owners Plateau, NFS, and Denison prior to 2022.
Certification of database integrity was accomplished by both visual and statistical inspections comparing geology, assay values, and survey locations cross-referenced to historical paper logs. Any discrepancies identified were corrected by the Consolidated Uranium geologists referring to hard copy assay information or removed from use in the Mineral Resource estimation.
Drilling on the Tony M Mine is the principal method of exploration and delineation of uranium mineralization. Drilling can generally be conducted year-round on the Tony M Mine. The author of the Tony M Technical Report, visited the Tony M Mine on July 7, 2021, accompanied by Ted Wilton (PG, CPG, MAIG) (Consulting Geologist) of Consolidated Uranium. Discussions were held with the Consolidated Uranium technical team and found them to have a strong understanding of the mineralization types and their processing characteristics, and how the analytical results are tied to the results.
Consolidated Uranium supplied the author of the Tony M Technical Report with a series of Microsoft Excel spreadsheets, which included records for collar location, downhole survey, lithology, assay, and radiometric probing from 1,678 drill holes totalling 947,610 feet of drilling, containing 195 chemical assays and 100,926 equivalent U3O8 values covering the Tony M Mine area. Individual CSV files were imported into Leapfrog software, where the author conducted audits of Consolidated Uranium records and a series of verification tests on the drillhole database to assure that the grade, thickness, elevation, and location of uranium mineralization used in preparing the Tony M Resource Estimate aligned with information contained in the previous 2012 resource estimate. Tests included a search for unique, missing, and overlapping intervals, a total depth comparison, duplicate holes, property boundary limits, and verifying the reliability of the %e U3O8 grade conversion as determined by downhole gamma logging.
No significant errors were identified, and the drilling database is suitable for Mineral Resource estimation. In addition, the author reviewed all eight of the 2022 drill holes across the deposit and corresponding laboratory assay certificates and found no discrepancies in the data.
Seven of the eight drill holes drilled by Consolidated Uranium in 2022 encountered uranium mineralization in the “lower rim” of the Salt Wash. The 2022 downhole radiometric results correlated well to the twin holes, in terms of matching lithologic boundaries, however, differences in grade values showed larger variations. The author considers this an acceptable response given the erratic nature of uranium mineralization in this type of low-grade uranium sandstone deposit. The author determined that the results were within a reasonable range to verify the presence and grade of the uranium oxide mineralization on the Tony M Mine property and the use of all the historic values as accurate and true for resource estimation.
The author of the Tony M Technical Report is of the opinion that database verification procedures for the Tony M Mine comply with industry standards and best practices and are adequate for the purposes of Mineral Resource estimation updates.
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Mineral Processing and Metallurgical Testing
While the Company does not necessarily believe the studies that were completed in 2025 qualify as Mineral Processing or Metallurgical studies, the Company completed ore sorting and High-Pressure Slurry Ablation (“HPSA”) testing programs in an effort to potentially reduce haulage and operating costs at the Tony M Mine.
For the ore sorting study, the Company engaged Steinert Group to test sensor-based ore sorting on mineralized material from the Tony M Mine. This study utilized technology that uses a combination of 3D, color, induction, and x-ray sensors to identify and separate target material, which was able to recover over 90% of the material into roughly 50% of the original mass. For the HPSA testing, the Company tested mineralized material from Tony M at Disa Technologies using their patented HPSA process. This process used high-pressure slurry streams to separate uranium coatings from sand grains and demonstrated the potential to recover more than 90% of the uranium into roughly 25% of the original mass.
Mineral Resource Estimate
Mineral Resources have been classified in accordance with Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves dated May 10, 2014 (CIM, 2014) definitions which are incorporated by reference in NI 43-101.
Mineral Resources estimated by the author of the Tony M Technical Report used all drill results available as of June 5, 2022. Mineralization occurs in a series of three individual stratiform layers included within a 30-ft to 62-ft-thick sandstone interval. Mineralization in the Tony M deposit occurs within three stratigraphic zones of the lower Salt Wash Member of the Morrison Formation, with a minor mineralized zone in the underlying Tidwell Member included in the lower zone, which is excluded from the Tony M Resource Estimate.
The Tony M Resource Estimate was completed using a conventional block modeling approach. The general workflow performed by SLR included the construction of a geological or stratigraphic model representing the lower Salt Wash stratigraphic (LL, ML, and UL) sequence in Seequent’s Leapfrog Geo (Leapfrog Geo) from drill hole logging and sampling data, which was used to define discrete domains and surfaces representing the upper contact of each horizon. The geologic model was then used to constrain resource estimation. The Tony M Resource Estimate used regularized block models, the inverse distance squared (ID2) methodology, and length-weighted, 1.0 ft, uncapped composites to estimate the uranium (e U3O8) in a three-search pass approach, using hard boundaries between subunits, ellipsoidal search ranges, and search ellipse orientation informed by geology. Average density values were assigned by lithological unit.
Estimates were validated using standard industry techniques including statistical comparisons with composite samples and parallel nearest neighbor (NN) estimates, swath plots, and visual reviews in cross-section and plan. A visual review comparing blocks to drill holes was completed after the block modeling work was performed to ensure general lithologic and analytical conformance and was peer reviewed prior to finalization.
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The resource estimate for the Tony M Mine effective as of September 9, 2022 (the “Tony M Resource Estimate”), is presented as follows:
| Classification of<br><br>Mineral Resources | Tonnage | Grade | Contained Metal | Recovery | |
|---|---|---|---|---|---|
| (000 tons) | (% eU3O8**)** | (000 lb eU3O8**)** | (%) | ||
| Total Indicated Mineral Resources | 1,185 | 0.28 | 6,606 | 96 | |
| Total Inferred Mineral Resources | 404 | 0.27 | 2,218 | 96 |
Notes:
| 1. | CIM (2014) Definition Standards were followed for all Mineral Resource categories. |
|---|---|
| 2. | Uranium Mineral Resources are estimated at a cut-off grade of 0.14% U3O8. |
| --- | --- |
| 3. | The cut-off grade is calculated using a metal price of US$65/lb U3O8. |
| --- | --- |
| 4. | No minimum mining width was used in determining Mineral Resources. |
| --- | --- |
| 5. | Mineral Resources are based on a tonnage factor of 15 ft^3^/ton (Bulk density 0.0667 ton/ft^3^ or 2.14 t/m^3^). |
| --- | --- |
| 6. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
| --- | --- |
| 7. | Past production (1979–2008) has been removed from the Mineral Resource estimate. |
| --- | --- |
| 8. | Totals may not add due to rounding. |
| --- | --- |
| 9. | Mineral Resources are 100% attributable to the Company and are in situ. |
| --- | --- |
The following table presents the sensitivity of the Mineral Resource model to various equivalent uranium cut-off grades (% eU3O8) excluding depletion of 690,000 st mined between the years 1979-1984 and 2007-2008:
| Price ($/lb eU3O8**)** | Cut-Off Grade (% eU3O8**)** | Tonnage (st) | Grade (% eU3O8**)** | Contained Metal (lb eU3O8**)** |
|---|---|---|---|---|
| $90 | 0.10 | 2,888,587 | 0.21 | 12,062,986 |
| $80 | 0.11 | 2,519,200 | 0.22 | 11,113,608 |
| $75 | 0.12 | 2,257,440 | 0.23 | 10,512,286 |
| $70 | 0.13 | 2,030,453 | 0.24 | 9,945,428 |
| $65 | 0.14 | 1,837,227 | 0.26 | 9,424,124 |
| $60 | 0.15 | 1,666,026 | 0.27 | 8,927,515 |
| $55 | 0.16 | 1,511,520 | 0.28 | 8,448,869 |
| $50 | 0.18 | 1,266,933 | 0.30 | 7,618,672 |
| $45 | 0.20 | 1,067,734 | 0.32 | 6,862,769 |
| $40 | 0.23 | 818,560 | 0.35 | 5,793,319 |
| $35 | 0.26 | 631,574 | 0.39 | 4,879,926 |
| $30 | 0.30 | 458,773 | 0.43 | 3,917,980 |
| $25 | 0.36 | 292,534 | 0.48 | 2,830,711 |
In the opinion of the author of the Tony M Technical Report, the assumptions, parameters, and methodology used for the Tony M Resource Estimate are appropriate for the style of mineralization. The author is of the opinion that, with consideration of the recommendations it sets out in the Tony M Technical Report, any issues relating to all relevant technical and economic factors likely to influence the prospect of economic extraction can be resolved with further work.
The author of the Tony M Technical Report is of the opinion that the classification of Mineral Resources is reasonable and appropriate for disclosure. The author of the Tony M Technical Report is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Tony M Resource Estimate. While the estimate of Mineral Resources is based on the author of the Tony M Technical Report’s judgment that there are reasonable prospects for eventual economic extraction, no assurance can be given that Mineral Resources will eventually be converted to Mineral Reserves.
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Mineral Reserve Estimate
There is no current Mineral Reserve estimate reported for the Tony M Mine.
Exploration, Development and Production
The author of the Tony M Technical Report recommended a two-phase program in respect of the advancement of the Tony M Mine, with a total budget of US$2,616,000. Phase 2 is dependant upon results from Phase 1 but can be started in parallel.
Phase 1 – Exploration Drilling – Vanadium Sampling
The author of the Tony M Technical Report recommended the following:
| · | collect additional chemical assays in future drilling conducted on the Tony M Mine in order to evaluate any disequilibrium; |
|---|---|
| · | continue to investigate the presence of vanadium oxide and its relationship to uranium mineralization in a two-pronged approach: |
| --- | --- |
| o | a surface drill campaign of approximately 75 drill holes would be required to better understand and model the vanadium values across the Tony M Mine; and |
| --- | --- |
| o | complete additional infill/delineation drilling in areas of little to no drilling along projected mineralized trends to increase the Resource and upgrade Inferred Resources to Indicated; and |
| --- | --- |
| · | as an alternative to conducting a large number of surface holes, the Tony M Mine has a large footprint of development workings and drifts (over 15 miles of drifts and headings) that would provide many areas to conduct rib sampling with a portable XRF for vanadium and uranium values. The portals are currently closed and unventilated, but rib scanning would provide more data quicker and cheaper than surface drilling. The use of XRF scanning would minimize the number of surface holes required. |
| --- | --- |
The author the Tony M Technical Report estimated the cost of the phase 1 work to be approximately US$2,316,000 which includes:
| (a) | Drilling (US$1,900,000) |
|---|
Update: Consolidated Uranium carried out a drilling program at the Tony M Mine during 2023, totaling approximately 16,240 feet in 21 drill holes, as further detailed below. The Tony M Technical Report suggested it might be possible to develop a vanadium resource at the Tony M Mine. After reviewing the results of the initial holes completed at the Tony M Mine in 2023, which were targeted at vanadium, it became apparent that at current vanadium prices the vanadium grades encountered would not support an economic resource, as further detailed below. The Company may reconsider vanadium focused exploration at Tony M in the future, but the Company expects to retain its current focus on uranium exploration.
| (b) | Permitting (US$25,000) |
|---|
Update: Consolidated Uranium completed the permitting activities for drilling and exploration as recommended.
| (c) | Mine rehabilitation work (US$100,000) |
|---|
Update: The Company completed the recommended rehabilitation work in 2024 as further detailed below.
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| (d) | Rehabilitation equipment and supplies (US$45,000) |
|---|
Update: The Company acquired equipment and supplies required for the rehabilitation work in 2024.
| (e) | Sampling equipment and assay work (US$50,000) |
|---|
Update: The Company completed the recommended sampling and assay work in 2024.
| (f) | Geotechnical work (US$50,000) |
|---|
Update: The required geotechnical work was completed in 2024 by Call & Nicholas.
| (g) | Other (US$146,000) |
|---|
As detailed below, the Company updated the ventilation plan and completed electrical testing.
To date, the Company has spent approximately US$1,900,000 of the proposed budget of US$2,300,000 under the Phase 1 program recommended in the Tony M Technical Report. The Company’s intention is to continue pursue further exploration to further expand and define the mineral resource.
As detailed above, the majority of the Phase 1 work has been completed, other than the drilling and related sampling program in connection with the potential development of a vanadium resource. The Company instead completed ore sorting and HPSA testing programs in an effort to reduce haulage costs to the White Mesa Mill owned by Energy Fuels and improve recoveries. This work is expected be useful for the preliminary economic assessment (“PEA”) recommended for Phase 2.
Phase 2 – Preliminary Economic Assessment and Updated Mineral Resource Estimate
The author of the Tony M Technical Report also recommended that a PEA be completed. The author estimates the cost will be approximately US$300,000 for the PEA.
2023 Work Program
Consolidated Uranium carried out a combined rotary and core drilling program at the Tony M Mine project during 2023, totaling approximately 16,240 feet in 21 drill holes. This drilling program, which was part of a proposed 59-hole drilling program recommended by SLR in the Tony M Technical Report, was designed to increase the density of drilling in certain areas of the Tony M project to upgrade certain inferred mineral resources to the indicated mineral resource category, and collect information on the occurrence of vanadium mineralization that is associated with uranium mineralization at the Tony M Mine. In particular, the 2023 drill hole locations were selected to evaluate a possible relationship of low-grade uranium mineralization with higher-grade vanadium mineralization.
Each of the 21 drill holes completed during the 2023 drilling program was logged by Century Geophysical Corporation, an independent geophysical contractor, with a continuous recording down-hole geophysical logging tool to collect gamma-ray, self-potential and resistivity data through the entirety of each drill hole. Equivalent uranium grades were calculated from the gamma-ray log responses in mineralized zones encountered in the drill holes. Lithologic descriptions were prepared from cuttings samples and from the core recovered from the drill holes. The core was split and sampled by Consolidated Uranium personnel and scanned with an Olympus portable XRF unit to detect the possible presence of vanadium mineralization. The samples were submitted to AAL, an ISO-17025 Accredited independent commercial laboratory, for chemical determination of uranium and vanadium grades encountered in the drill holes.
While the 2023 drill results did not demonstrate that there is an inverse relationship between low-grade uranium mineralization and high-grade vanadium, the 2023 drill holes did highlight the presence of high- grade vanadium in the Tony M uranium deposit. The drilling results further indicated a continuation of high-grade uranium mineralization in various parts of the Tony M Mine than was previously intersected by several
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of the historical drill holes. Overall, the results obtained from the 2023 drilling program are consistent with the results obtained from the historical drill holes that were drilled primarily by Plateau Resources, which discovered and first developed the Tony M Mine in the 1970s. The data obtained from this most recent drilling program is being utilized to refine the locations of additional drill holes for exploration purposes and to guide additional geotechnical studies at the Tony M Mine.
The following is a summary of the results from the 2023 drill program.
| Hole ID | From (ft) | To (ft) | Thickness (ft) | Grade% U3O8<br>(AAL) | Grade % V2O5<br>(AAL) |
|---|---|---|---|---|---|
| TM-010 | 0 | 0 | 0 | unmineralized | weak |
| TM-011 | 756.5 | 757 | 0.5 | weak | weak |
| TM-012 | 0 | 0 | 0 | unmineralized | weak |
| TM-013 | 769.5 | 770 | 0.5 | weak | weak |
| TM-014 | 739 | 741 | 2 | 0.19 | 0.14 |
| TM-015 | 741 | 743 | 2 | 0.04 | 0.036 |
| TM-016 | 0 | 0 | 0 | weak | weak |
| TM-017 | 732 | 734 | 2 | 0.21 | 0.833 |
| and | 752 | 753 | 1 | 0.14 | <0.01 |
| TM-018 | 735 | 741 | 6 | 0.51 | 0.98 |
| TM-019 | 0 | 0 | 0 | unmineralized | weak |
| TM-020 | 740 | 744 | 4 | 0.40 | 1.023 |
| and | 757 | 759 | 2 | 0.27 | weak |
| TM-021 | 0 | 0 | 0 | unmineralized | weak |
| TM-022 | 0 | 0 | 0 | unmineralized | weak |
| TM-023 | 755 | 757 | 2 | unmineralized | weak |
| TM-024 | 748 | 750 | 2 | 1.39 | 1.035 |
| and | 751 | 754 | 3 | 0.51 | 0.379 |
| TM-025 | 741 | 746 | 5 | 0.40 | 0.147 |
| TM-026 | 0 | 0 | 0 | weak | weak |
| TM-027 | 0 | 0 | 0 | weak | weak |
| TM-028 | 0 | 0 | 0 | weak | weak |
| TM-029 | 0 | 0 | 0 | unmineralized | weak |
| TM-030 | 0 | 0 | 0 | unmineralized | weak |
2024 Work Program
The Company successfully reopened the main decline to the Tony M Mine on July 26, 2024 with initial observations of underground conditions indicating that the main decline and underground equipment shops are in good condition. The Company carried out several initiatives as part of its comprehensive work program at the Tony M Mine in 2024. Main initiatives include carrying out the rehabilitation of the underground, which included scaling, installation of ground support and ventilation systems and engaging with international mining consultants to complete work on the design and implementation of the ventilation plans and ground control plans. Surveys to map the orebody from the underground and surface have been completed. Work also included the preparation of regulatory documents, including updated health and safety plans, ground support plans, ventilation plans and mine rescue plans, along with other relevant materials. The Company also secured and installed new equipment on site.
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Three lines of two-dimensional (2D) geophysical surveys were carried out as orientation surveys over the known mineralization at the Tony M Mine. The surveys included electromagnetic (“EM”), Induced Polarization (“IP”), and seismic lines. Multiple anomalies were identified in the surveys as possible mineral pathfinders in the district. To better understand the character of the anomalies, three surface holes were drilled into the survey area. The purpose was to gather petrophysical samples to better calibrate the surface surveys and improve the use of surface geophysics in under explored areas. Uranium mineralization was encountered in all three holes as expected by the current resource model.
2025 Work Program
The Company completed ore sorting and HPSA testing programs to evaluate material processing and reduce haulage and operating costs, as well as an evaporation study with the aim to reduce capital costs and increase evaporation rates at the existing evaporation pond infrastructure at the Tony M Mine. For the ore sorting study, the Company engaged Steinert Group to test sensor-based ore sorting on mineralized material from the Tony M Mine.
This study utilized technology that uses a combination of 3D, color, induction, and x-ray sensors to identify and separate target material, which was able to recover over 90% of the material into roughly 50% of the original mass. For the HPSA testing, the Company tested mineralized material from the Tony M Mine with Disa Technologies, Inc., using their patented HPSA process. This process used high-pressure slurry streams to separate uranium coatings from sand grains and demonstrated the potential to recover more than 90% of the uranium into roughly 25% of the original mass.
For the evaporation study, the Company worked with RWI Enhanced Evaporation to evaluate the use of landshark evaporators on the Tony M Mine evaporation pond. Preliminary results suggest that enhanced evaporation could eliminate the need for constructing additional pond capacity, reducing future dewatering timelines and associated costs for the later stages of mining.
The Company commenced a bulk sample program in late 2025, which is to involve the extraction of up to 2,000 tons of mineralized material over a 12-14 week period. The bulk sample program is being executed using contract mining services provided by GenX Mining Contractors, LLC and the mineralized material will be transported to and processed at the White Mesa Mill in Utah, which is operated by Energy Fuels.
Current and Planned Work Program
The Company’s planned work program at the Tony M Mine in 2026 includes completing the bulk sample program. The Company intends to use the results of the bulk sample program, as well as the completed work programs from prior years, to continue to support its strategy to de-risk the Tony M Mine and improve the economic framework for a potential future production decision. The results of these work programs are intended to provide inputs for a PEA, which will likely begin in 2026 and would include a mine plan, production rates, expected operational costs and capital requirements.
The Larocque East Property
Unless otherwise stated, the scientific and technical information included in the below summary has been derived, in part, from, and in some instances are extracts from, the Larocque East Technical Report with an effective date of August 4, 2022 and prepared by Mark B. Mathisen, C.P.G. of SLR who is a Qualified Person. All defined terms used in the following summary have the meanings ascribed to them in the Larocque East Technical Report. The below summary is subject to all the assumptions, qualifications and procedures set out in the Larocque East Technical Report. The Larocque East Technical Report was prepared in accordance with NI 43-101. For full technical details of the report, reference should be made to the complete text of the Larocque East Technical Report, which has been filed with the applicable regulatory authorities and is available under the Company’s SEDAR+ profile at www.sedarplus.ca. The summary set forth below is qualified in its entirety by reference to the full text of the Larocque East Technical Report. The author of the Larocque East Technical Report has reviewed and approved the scientific and technical disclosure contained in this AIF related to the Larocque East Property, other than the disclosure regarding the updates on the recommended work program and details of the exploration and development plan that IsoEnergy is planning and currently under the heading “The Larocque East Property – Exploration, Development and Production” below. See “Interest of Experts” below.
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Property Description, Location and Access
The Larocque East Property, which includes the Hurricane Zone discovered in 2018, is located 40 km northwest of Orano Canada Inc.’s McClean Lake uranium mine and mill in the Athabasca Basin. The Larocque East Property covers a 15 km long northeast extension of the Larocque Lake conductor system, a trend of graphitic metasedimentary basement rocks associated with significant uranium mineralization in several occurrences to the southwest of the property. The Larocque East Property is informally divided into the Main and Western Blocks, with the Main Block generally comprising the claims covering the Larocque Lake Trend and eastern Kernaghan Trend and the Western Block comprising claims covering the Bell Lake Trend and western Kernaghan Trend.
The geographic coordinates for the approximate centre of the Larocque East Property are latitude 58° 32’ 17” N and longitude 104° 35’ 20” W. All surface data coordinates are NAD83 UTM Zone 13. Currently, the material asset associated with the Larocque East Property is the Hurricane Zone.
The Larocque East Property consists of 38 contiguous claims, totaling 19,533.9 ha. All dispositions are subject to the Crown Minerals Act (Saskatchewan), and the Mineral Dispositions Regulations (Saskatchewan), which grant to the owner of a claim the right to explore for minerals. Mineral dispositions were either acquired from Cameco Corporation (“Cameco”), staked by IsoEnergy in 2019, 2020, 2022 and 2023, or purchased from Eagle Plains Resources Ltd. in 2021.
The Larocque East Property is located near the eastern margin of the Athabasca Basin of Northern Saskatchewan. Access trails located at km 40.2 and km 62.4 on the four-season Athabasca Seasonal Road provide winter access to the Main and Western blocks of the Larocque East Property, respectively. The access trail at km 40.2 extends northeast to the Hurricane Zone and is accessible by truck and heavy equipment only during frozen winter conditions as several lakes, streams, and muskegs must be crossed.
Outside of winter, access to the Larocque East Property is by float plane via several small lakes within or proximal to the property, or by helicopter. Points North Landing, a privately-owned airstrip and service centre, is located 38 km south of the Larocque East Property. Points North Landing is serviced by regular commercial flights from Saskatoon. La Ronge, a supply centre for northern Saskatchewan, is 460 km by road to the south of Points North Landing.
Claims MC00013747 and MC00013560, distal to the Hurricane Zone, are subject to a 2% NSR royalty, which can be reduced to 1% with a payment of $1,000,000 to the royalty holder.
History
The Larocque East Property was originally staked in 1976 by Urangesellschaft Canada Ltd. in partnership with the Saskatchewan Mining Development Corporation. Most of the claims in the Larocque East Property area were allowed to lapse in 1989 due to a failure to intersect significant uranium mineralization in the prior years.
In the early 1990s Cameco re-staked the Larocque East Property area, renaming it the Kernaghan Lake project.
On May 3, 2018, IsoEnergy announced that it had entered into an agreement with Cameco to acquire a 100% interest in six mineral claims constituting the 3,200 ha Larocque East uranium exploration property. IsoEnergy subsequently expanded Larocque East Property area to 19,698.8 ha through staking and additional acquisitions.
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Geological Setting, Mineralization and Deposit Types
The Larocque East Property area lies near the northeastern edge of the Athabasca Basin, a Meso- to Paleoproterozoic clastic basin containing a relatively undeformed sequence of unmetamorphosed clastic rocks, predominantly sandstones, known as the Athabasca Group. These clastic rocks in the eastern half of the Athabasca Basin lie unconformably on the highly deformed and metamorphosed rocks of the Hearne Craton of the Western Churchill Province of the Canadian Shield.
The Hurricane Zone and other exploration targets on the Larocque East Property belong to the unconformity associated class of uranium deposits. The Athabasca Basin hosts deposits of unconformity associated uranium mineralization defined as pods, veins, and semi-massive replacements, consisting primarily of uraninite close to basal unconformities, particularly those between relatively undisturbed Proterozoic conglomeratic sandstone basins and metamorphosed basement rocks.
In the Athabasca Basin, unconformity associated uranium mineralization is observed at or near the unconformity between the Athabasca sandstones and the older Paleoproterozoic metasedimentary rocks. The metasedimentary rocks are usually graphitic, or there are graphitic rocks nearby. Mineralization is always associated with basement-reactivated brittle faults, which are often rooted in graphitic rocks.
The most significant zone of uranium mineralization intersected to date is the Hurricane Zone, which was discovered in July 2018. Mineralization intersected at the Hurricane Zone occurs as a mix of fracture hosted and disseminated pitchblende in the basal sandstone grading toward matrix replacement and massive pitchblende at the unconformity and is associated with intense hydrothermal and illitic clay alteration. Uraninite is the primary uranium mineral with minor clay altered uraninite. Approximately 33% of uraninite is observed being greater than 90% liberated, irrespective of grain size. Uraninite is associated mainly with complex minerals (45%) followed by clay minerals (14%), arsenic minerals (3.6%), and iron-oxides (1.9%). Quartz and calcite are weakly associated with uraninite.
Exploration
The Main Block of the Larocque East Property covers 15 km of conductor trends on the highly prospective Larocque trend in which the Hurricane deposit is situated. The Main Block of the Larocque East Property contains 3.5 km of the Kernaghan trend which is known to be associated with significant unconformity topography on a neighbouring project.
The Western Block contains approximately 14 km of the Bell Lake trend, a package of conductive basement rocks where historical drilling has intersected weak mineralization. Existing drilling along this trend within the Larocque East Property is mainly a series of single hole fences at one km to 1.7 km spacing, some of which failed to intersect conductive basement rock. Initial work should include relogging of historical core and geological modelling, followed by DC resistivity surveying to supplement historical EM coverage and prioritize strike segments for drill testing.
The northern portion of the Western Block contains an additional 11 km of the Kernaghan trend which is untested. Evaluation of the Kernaghan trend within the Larocque East Property will require geophysical surveying to upgrade historical conductors for drill testing.
Drilling
Diamond drilling is the principal method of exploration and delineation of uranium mineralization on Larocque East Property, after initial targeting using geophysical surveys. Drilling can generally be conducted year-round.
The easternmost portion of the Larocque Lake trend remains underexplored and warrants further drilling to follow-up the 2021 DC resistivity survey results.
As of the effective date of the Larocque East Technical Report, IsoEnergy and its predecessor companies have completed 74,264 m of drilling in 188 holes over the Larocque East Property.
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Fifteen drilling campaigns have been carried out by IsoEnergy at the Larocque East Property between 2018 and 2025, with the sixteenth in progress at the date of this AIF. While most drill holes were completed in the vicinity of the Hurricane Zone, significant exploration drilling has also been completed to the east. As of December 31, 2025, IsoEnergy has completed 243 holes totalling 95,955 m, of which 232 holes reached target depth. A total of 5,200 m of diamond drilling are planned in the winter 2026 program during which both resource expansion targets at Hurricane and greenfield targets up to 3 km east of the Hurricane deposit will be tested.
Drill core was transported from all drill sites to the Larocque East camp located at UTM NAD83 Zone 13 544,430 mE / 6,496,040 mN via pick-up trucks in the winter and by skidder or helicopter in the summer. Core was logged, photographed, sampled, and stored at the Larocque East camp core logging facility. Core is stored in cross piles (upper sandstone) and core racks (basal sandstone and basement).
Sample Preparation, Analyses and Security
Sample Collection Methods
IsoEnergy geologists and geological technicians complete or supervise the on-site collection of several types of samples from drill cores.
All drill core is systematically logged to record its geological and geotechnical attributes by IsoEnergy geologists and geological technicians. All drill core is systematically photographed and scanned for radioactivity with a handheld Radiation Solutions RS-125 spectrometer. IsoEnergy geologists mark sample intervals and sample types to be collected based on geological features in the core and on radioactivity measured with the RS-125 in counts per second (CPS). Geologists and geological technicians complete the on-site collection of several types of samples from drill cores.
Composite geochemistry samples consist of roughly one-centimetre-long chips of core collected every 1.5 m to geochemically characterize unmineralized sections of sandstone and basement. Composite sample lengths are between five and ten m (typically 3 to 7 chips per sample). A change to this procedure was made in 2024. For 5 m above and 2 m below the unconformity composite sample intervals are 0.5 m long.
Split-core “spot” (i.e., representative) samples are collected through zones of significant but unmineralized alteration and/or structure. Spot sample length varies depending on the width of the feature of interest but are generally 0.3 to 1.5 m in length; features of interest greater than 1.5 m are sampled with multiple samples. Half-metre shoulder samples are collected on the flanks of spot sample intervals.
Split-core mineralization (“MINZ”) samples are collected through zones of elevated radioactivity exceeding 350 CPS measured via RS-125 handheld spectrometer. MINZ samples are generally 0.5 m in length. One half of the core is collected for geochemical analysis while the remaining half is returned to the core box for storage on site. Intervals covered by MINZ samples are contiguous with and do not overlap intervals covered by composite samples. Density (“DENS”) samples are the only other type of sample collected from intervals covered by MINZ samples.
Split core density samples are collected from mineralized and unmineralized intervals. Within mineralized zones, density samples consist of a 0.1 m length of the half-core left after a MINZ sample is collected. Outside of mineralized zones density samples are commonly 0.1m long half-core samples with the other half returned to the box. Density samples are not routinely collected in exploration holes testing targets away from the Hurricane deposit on the Larocque East Project.
Systematic short-wave infrared (“SWIR”) reflectance (“REFL”) samples are collected from approximately the middle of each composite sample for analysis of clays, micas, and a suite of other generally hydrous minerals which have exploration significance. Spot reflectance samples are collected where warranted (i.e., fracture coatings). Reflectance samples are not collected through mineralized zones.
For lithogeochemistry samples, sample tags with the sample number are placed in the sample bags before they are sealed and packed in plastic pails or steel drums for shipment to the Saskatchewan Research
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Council (“SRC”) in Saskatoon, Saskatchewan. A second set of sample tags with the depth interval and sample number are stapled in the core box at the end of each sample interval. A third set of sample tags with the drill hole number, sample depth interval, and sample number is retained in the sample book for archiving. SWIR reflectance samples are tagged in a similar fashion as lithogeochemistry samples.
Up to winter 2024, geologists entered all sample data into IsoEnergy’s proprietary drill hole database during core logging. Since the summer 2024 drilling program, logging and sampling data is being captured in MXDeposit, a commercially available software licensed from Seequent, and historic data has been migrated to MXDeposit.
Sample Shipment and Security
Drill core was delivered from the drill to IsoEnergy’s core handling facilities at the Geiger Property in 2018 and the Larocque Lake camp thereafter. Individual core samples were collected at the core facilities by manual splitting. They were tagged, bagged, and then packaged in five-gallon plastic buckets or steel IP-2 drums for shipment to SRC Geoanalytical labs in Saskatoon. Shipment to the laboratory was completed by IsoEnergy’s expeditor, Little Rock Enterprises of La Ronge, Saskatchewan.
Assaying and Analytical Procedures
Composite and spot samples were shipped to SRC Geoanalytical Laboratories in Saskatoon for sample preparation and analysis. SRC is an independent laboratory with ISO/IEC 17025: 2005 accreditation for the relevant procedures.
The samples were then dried, crushed, and pulverized as part of the ICPMS Exploration Package (codes ICPMS1 and ICPMS2) plus boron (code Boron). Samples were analyzed for uranium content, a variety of pathfinder elements, rare earth elements, and whole rock constituents with the ICPMS Exploration Package (plus boron). The Exploration Package consists of three analyses using a combination of inductively coupled plasma - mass spectrometry, inductively coupled plasma-optical emission spectrometry (“ICP-OES”), and partial or total acid digestion of one aliquot of representative sample pulp per analysis. Total digestion is performed via a combination of hydrofluoric, nitric, and perchloric acids while partial digestion is completed via nitric and hydrochloric acids. In-house quality control performed by SRC consists of multiple instrumental and analytic checks using an in-house standard ASR316. Instrumental check protocols consist of two calibration blanks and two calibration standards. Analytical protocols require one blank, two QA/QC standards, and one replicate sample analysis.
Samples yielding over 400 ppm U-t from LE18-01A or with radioactivity over 350 CPS measured by RS-125 (all subsequent drill holes) were also shipped to SRC. Sample preparation procedures are the same as for the ICPMS Exploration Package, samples were analyzed by ICP-OES only (Code ICP1) and for U3O8 using hydrochloric and nitric acid digestion followed by ICP-OES finish, capable of detecting U3O8 weight percent as low as 0.001%. Selected high uranium samples were also analyzed for gold, and in some instances, platinum and palladium, by fire assay using aqua regia digestion with ICP-OES finish. Analytical protocols utilized replicate sample analysis; however, no in-house standards were used for these small batches. Boron analysis has a lower detection limit of two ppm and is completed via ICP-OES after the aliquot is fused in a mixture of sodium superoxide (NaO2) and NaCO3. SRC in-house quality control for boron analysis consists of a blank, QC standards and one replicate with each batch of samples.
Density samples collected for bulk density measurements were also sent to SRC. Samples were first weighed as received and then submerged in deionized (“DI”) water and re-weighed. The samples were then dried until a constant weight was obtained. The sample was then coated with an impermeable layer of wax and weighed again while submersed in DI water. Weights were entered into a database and the bulk density of each sample was calculated. Water temperature at the time of weighing was also recorded and used in the bulk density calculation.
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Quality Assurance and Quality Control (QA/QC)
Quality Assurance in uranium exploration benefits from the use of down-hole gamma probes and hand-held scintillometers/spectrometers, as discrepancies between radioactivity levels and geochemistry can be readily identified.
IsoEnergy implemented its QA/QC program in 2019. CRMs are used to determine laboratory accuracy in the analysis of mineralized and unmineralized samples. Duplicate samples are used to determine analytical precision and repeatability. Blank samples are used to test for cross contamination during preparation and analysis stages. For each mineralized drill hole at least one blank, one CRM, and one duplicate sample is inserted in the MINZ sample series. For unmineralized samples such as composite and spot samples, field insertions are made at the rate of 1% for blanks, 2% for duplicates and 1% CRMs.
No QA/QC samples are inserted for reflectance samples as analyses are semi-quantitative only.
In addition to IsoEnergy’s QA/QC program, SRC conducted an independent QA/QC program, and its laboratory repeats, non-radioactive laboratory standards, and radioactive lab standards were monitored and tracked by IsoEnergy staff.
Borehole Radiometric Probing Method
All successfully completed 2025 drillholes were radiometrically logged using a calibrated downhole Mount Sopris 2PGA-1000 probe, which collects a reading every 10 centimetres along the length of the drillhole. The 2PGA probe was sourced from Alpha Nuclear and was calibrated for the summer 2024 program by IsoEnergy geologists at Saskatchewan Research Council facility in Saskatoon in May 2024. The total count gamma readings using the 2PGA-1000 probe may not be directly or uniformly related to uranium grades of the interval measured and are only a preliminary indication of the presence of radioactive minerals.
Data Verification Procedures
The data verification steps of the Qualified Person included site visits during which SLR personnel visited drill hole locations, reviewed drill rig relocation and setup procedures, as well as core handling, logging, sampling, and storage procedures. The SLR QP examined core from several drill holes and compared observations with assay results and descriptive log records made by IsoEnergy geologists. During the drill core review, the SLR QP visually verified the occurrences of uranium mineralization and depth to the unconformity and basement contacts and verified radioactivity levels with an RS-125 hand-held spectrometer. The unconformity contact, scintillometer readings, rock quality designation measurements, and sample tags were observed marked on the wood strip above the drill core.
As part of the data verification procedure, drill data was spot checked and audited by the SLR QP for completeness and validity using standard database validation tests. In addition, the SLR QP reviewed the QA/QC methods and results, verified assay certificates against the database assay table, and completed one site visit including drill core review. No limitations were placed on SLR’s data verification process.
Mineral Processing and Metallurgical Testing
In October 2020, IsoEnergy contracted the SRC to complete a preliminary testing program on a composited uranium ore samples from the Hurricane Zone.
The objectives of the tests were to determine the preliminary leaching process, leach residue settling, raffinate composition, and purity of yellow cake. The tests included mineralogy analysis using quantitative evaluation of minerals by scanning electron microscopy, preliminary leaching tests, leach residue settling tests, solvent extraction tests, and a yellow cake precipitation test.
The prepared composite sample contained 9.81% U3O8 and significant other metals including Fe, Al, Si, Mo, As, Ni, Pb, Co, Cu, V, and Zn, most of which were higher than those in the typical uranium ore. Leaching tests showed that over 98.5% uranium can be extracted in 10 to 12 hours depending on leaching conditions, except for the test of coarse grinding at P100 = 500 μm, in which only 97.5% uranium was extracted.
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The majority of Mo was extracted along with the extraction of uranium. Other impurities are typical for uranium raffinate, except for Ni and As, which were high in the raffinate due to their high content in the feed.
The analysis of the yellow cake sample showed that high purity yellow cake product can be produced through ammonium sulfate SX stripping and ammonium hydroxide uranium precipitation.
Mineral Resource Estimate
Mineral Resources have been classified in accordance with CIM Definition Standards dated May 10, 2014. The table below summarizes the initial resource estimate for the Hurricane uranium deposit (the “Hurricane Resource Estimate”) based on a US $65/lb U3O8 price at an equivalent uranium cut-off grade of 1.00% U3O8 envisaging underground mining methods. Indicated Mineral Resources total 63.8 thousand t at an average grade of 34.5% U3O8 for a total of 48.61 Mlb U3O8. Inferred Mineral Resources total 54.3 thousand t at an average grade of 2.2% U3O8 for a total of 2.66 Mlb U3O8. Estimated block model grades are based on density weighted chemical assays only. The Hurricane Resource Estimate is based on 52 drillholes totaling 20,387 m.
The cut-off date of the Mineral Resource database is March 22, 2022, which represents the date in which all assays were received from IsoEnergy’s Winter 2022 drill program.
The Hurricane Resource Estimate, effective as of July 8, 2022, is presented as follows:
| | | | | |
|---|---|---|---|---|
| Category | Zone | Tonnage (000 **** t) | Metal **** Grade (% **** U3O8**)** | Contained **** Metal (Mlb **** U3O8**)** |
| Indicated | Medium-Grade Domain (5.0% U3O8) | 25.6 | 8.4 | 4.72 |
| | High-Grade Domain <br>(25.0% U3O8) | 38.2 | 52.1 | 43.89 |
| Indicated **** Total | | 63.8 | 34.5 | 48.61 |
| Inferred | Low-Grade Domain <br>(0.5% U3O8) | 50.3 | 1.5 | 1.66 |
| | Medium-Grade Domain (5.0% U3O8) | 4.0 | 11.2 | 1.00 |
| Inferred **** Total | | 54.3 | 2.2 | 2.66 |
Notes:
| 1. | CIM (2014) definitions were followed for all Mineral Resource categories. |
|---|---|
| 2. | Mineral Resources are estimated at uranium cut-off grade of 1.00% U3O8. |
| --- | --- |
| 3. | Tonnes are based on bulk density weighting. |
| --- | --- |
| 4. | Mineral Resources are estimated using a long-term uranium price of US$65/lb U3O8. |
| --- | --- |
| 5. | Minimum grade width of one metre was applied to the resource domain wireframes. |
| --- | --- |
| 6. | Bulk density was interpolated using values derived from regression curve based on U3O8 assay values |
| --- | --- |
| 7. | Numbers may not add due to rounding. |
| --- | --- |
Mineral Resources were estimated by SLR, an independent consulting company experienced in completing uranium Mineral Resource estimates in the Athabasca Basin and worldwide.
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The following table shows the block model sensitivity to cut-off grade:
| Resource Category | Cut-off Grade (% U3O8**)** | Tonnage (000 t) | Grade (% U3O8**)** | Contained Metal (Million lb U3O8**)** |
|---|---|---|---|---|
| Indicated | 0.05 | 63.8 | 34.54 | 48.61 |
| 0.25 | 63.8 | 34.54 | 48.61 | |
| 0.50 | 63.8 | 34.54 | 48.61 | |
| 0.75 | 63.8 | 34.54 | 48.61 | |
| 1.00 | 63.8 | 34.54 | 48.61 | |
| 2.00 | 63.8 | 34.58 | 48.61 | |
| 3.00 | 63.4 | 34.78 | 48.58 | |
| 5.00 | 60.1 | 36.54 | 48.29 | |
| 10.00 | 44.1 | 46.95 | 45.65 | |
| Inferred | 0.05 | 288.2 | 0.73 | 4.67 |
| 0.25 | 199.6 | 0.99 | 4.37 | |
| 0.50 | 124.5 | 1.37 | 3.77 | |
| 0.75 | 82.3 | 1.76 | 3.20 | |
| 1.00 | 54.3 | 2.23 | 2.66 | |
| 2.00 | 11.5 | 5.57 | 1.42 | |
| 3.00 | 5.1 | 9.62 | 1.08 | |
| 5.00 | 4.0 | 11.21 | 1.00 | |
| 10.00 | 2.0 | 13.42 | 0.61 |
Wireframe models of mineralized zones were used to constrain the block model grade interpolation process. The models represent grade envelopes using the geological interpretation described above as guidance. The wireframes consisted of low-grade, medium-grade, and high-grade domains at nominal cut-off grades of 0.05%, 5.0%, and 25.0% U3O8, respectively. Sample intervals with assay results less than the nominated cut-off grades were included within the mineralized wireframes if the core length was less than two metres or allowed for modelling of grade continuity. Hard domain boundaries were employed to prevent assay results from one domain influencing the remaining domains.
Statistical evaluation of samples from each domain was completed separately to determine the treatment of high-grade assays. No capping was applied to the high-grade domain; assays were capped at 5.0% U3O8 and 20.0% U3O8 within the low and medium-grade domains, respectively. High grade x density threshold value of 250 (approximately equivalent to 55% U3O8) spatial restrictions equal to half the parent search ellipse dimensions were utilized within the high-grade domain.
The uranium grade was used to estimate the density of each sample using polynomial formula developed by SLR from the results of 115 samples analyzed for bulk density and uranium grade. Densities were then interpolated into the block model to convert mineralized volumes to tonnage and were also used to weight the uranium grades interpolated into each block.
Blocks were classified as Indicated or Inferred based on drill hole spacing, confidence in the geological interpretation, and apparent continuity of mineralization. All the blocks within the high-grade domains and blocks within the medium-grade domain with apparent grade continuity from two or more holes were classified as Indicated. For the low-grade domain, blocks that did not meet the criteria of grade x thickness greater or equal to 1.0%m were removed from the Mineral Resource reporting. The block model was validated using swath plots of composite grades versus inverse distance cubed, ordinary kriging, and nearest neighbour grades in the X, Y, and Z dimensions, volumetric comparison of blocks versus wireframes, visual inspection of block versus composite grades on plan, vertical, and long section, and statistical comparison of block grades and assay composite grades.
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The author of the Larocque East Technical Report is of the opinion that the classification of Mineral Resources is reasonable and appropriate for disclosure. The author is not aware of any environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors that could materially affect the Hurricane Resource Estimate.
The author of the Larocque East Technical Report is of the opinion that, with consideration of the recommendations se out in the Larocque East Technical Report, any issues relating to all relevant technical and economic factors likely to influence the prospect of economic extraction can be resolved with further work.
Mineral Reserve Estimate
There is no current Mineral Reserve estimate reported for the Larocque East Property.
Interpretations and Conclusions
The author of the Larocque East Technical Report offered the following interpretations and conclusions on the Larocque East Property:
| · | There has been considerable exploration conducted on Larocque East Property, particularly the Hurricane Zone, including seven drilling campaigns completed by IsoEnergy between 2018 and 2022. While most drill holes were completed in the vicinity of the Hurricane Zone, significant exploration drilling has also been completed to the east of the Hurricane Zone. As of April 1, 2022, IsoEnergy has completed 138 holes totalling 57,932 m. |
|---|---|
| · | Drilling results confirm that the Hurricane Zone is a significant new discovery of unconformity associated uranium mineralization in the Athabasca Basin. |
| --- | --- |
| · | Exploration, drilling, core logging, and quality assurance/quality control (QA/QC) procedures were reasonable and consistent with industry standard practices. |
| --- | --- |
| · | Drill hole databases for the Hurricane Zone were appropriate and acceptable for Mineral Resource estimation. |
| --- | --- |
| · | Indicated Mineral Resources for the Hurricane Zone are highly insensitive to cut-off grade due to the high grade and compact nature of the deposit. |
| --- | --- |
Exploration, Development and Production
The author of the Larocque East Technical Report recommended a two work programs in respect of the advancement of the Larocque East Property, based on a proposed budget of $4,493,000. The two categories of work are independent of each other. The following also includes details of the work completed by the Company to date pursuant to the recommended work program.
The first category, exploration of the Larocque East Property, is comprised of the following:
| · | Conduct further drilling on the easternmost portion of the Larocque Lake trend, which remains underexplored, to follow up the 2021 DC resistivity survey results. This work is expected to require two to six drill holes; |
|---|---|
| o | Update: Additional exploration drilling was completed along the Larocque corridor east of the Hurricane deposit between 2022 and 2025 This work is ongoing in the winter of 2026. ANT seismic surveys were completed from the Hurricane deposit to the eastern property boundary in 2023 and 2024 and this geophysical information was used extensively in drill hole targeting in those two years. |
| --- | --- |
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| · | Conduct geophysical testing on the eastern Kernaghan trend to upgrade historical conductors for drill testing. Complete a drilling program including two to 10 drill holes to test the Kernaghan trend at reconnaissance spacing; |
|---|---|
| o | Update: Reinterpretation of historical geophysical work was completed. Subsequently, two drill holes were completed in the summer of 2022 for 622 m and a further six drill holes were completed in the winter of 2023 for 1,909 m. One hole was completed in the summer of 2023 for 272 m. No significant assay results were returned and the residual prospectivity is considered low with no more work planned. |
| --- | --- |
| · | Conduct an exploration program on the Western Block, including the western Kernaghan and Bell Lake trends. Include, as part of the exploration program, relogging the historical core and updating the geological modelling, followed by DC resistivity surveying to supplement historical EM survey coverage and prioritize strike segments for drill testing; and |
| --- | --- |
| o | Update: 26.8 line-km of stepwise-loop transient EM survey were completed on western Kernaghan trend. Subsequent to a prospectivity review conducted in May of 2023, this target was downgraded. A review of this trend is planned for 2026. |
| --- | --- |
| · | Complete a drilling program including at least 12 holes to test the western Kernaghan and Bell Lake trends at reconnaissance spacing. |
| --- | --- |
| o | Update: Historical drill core from the Bell Lake area has been reviewed. Subsequent to a portfolio wide prospectivity review, the residual prospectivity of both the western Kernaghan and Bell Lake trends have been downgraded. Further review of these two trends is planned for 2026. |
| --- | --- |
The second category, advancement of the Hurricane Zone, is comprised of the following:
| · | Complete a Scoping Study for the Hurricane Zone; |
|---|---|
| o | Update: Internal studies were completed in 2023 and 2024 to further characterise both the hydrological and geotechnical aspects of the Hurricane Zone which will enable further internal studies into the suitability of potential mining methods and processing routes. |
| --- | --- |
| · | Complete additional infill/delineation work to upgrade a portion of the MG Domain of the Inferred Resources to Indicated. SLR expects the program to comprise five to eight drill holes totalling approximately 2,500 m; |
| --- | --- |
| o | Update: This proposed work program has been delayed as the Company is focused on identifying additional resources within 1 to 9 km to the east of the Hurricane Zone that may impact the location of the economic centre of the potential ore bodies on the Larocque East Property. |
| --- | --- |
| · | Revisit the hydrogeological and geotechnical recommendations outlined in the SRK 2021 test program (SRK 2021); and |
| --- | --- |
| o | Update: This work is ongoing. |
| --- | --- |
| · | Continue to revise and improve the Larocque East data collection and QA/QC program through the continued collection of bulk density measurements across lithology types, the incorporation of a very high-grade CRM, and the investigation of poor field duplicate sample performance, which could result in process improvements and may require additional coarse and pulp duplicate sample collection. |
| --- | --- |
| o | Update: this work is ongoing. |
| --- | --- |
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The following table includes the estimated exploration budget for the two categories of work contained in the Larocque East Technical Report:
| Category | Item | Budget | ||
|---|---|---|---|---|
| (C$) | ||||
| Larocque East Exploration | Drill testing of Larocque Lake Trend | 619,000 | ||
| | Drill testing of eastern Kernaghan Trend | 385,000 | ||
| | Geophysical surveys over western Kernaghan and Bell Lake Trends | 750,000 | ||
| | Relogging Bell Lake Trend drilling | 30,000 | ||
| | Drill testing of western Kernaghan and Bell Lake Trends | 1,539,000 | ||
| | Larocque East Exploration Subtotal | 3,323,000 | ||
| Hurricane Zone | Scoping Study | 400,000 | ||
| | Infill and Delineation drilling | 770,000 | ||
| | Hurricane Zone Subtotal | 1,170,000 | ||
| Total | | 4,493,000 |
Drill testing of the eastern Kernaghan trend was completed in 2022 and 2023 and no further work is currently recommended. The western Kernaghan and Bell Lake trends were downgraded following a limited ground EM survey on the former in 2023 and examination of historic core on the latter, but these conclusions will be revisited. In 2023 and 2024, the exploration focus was again on the main Larocque trend, utilizing diamond drilling and an innovative seismic exploration technique to test for uranium deposits along strike of the Hurricane deposit. This work was ongoing in 2025 and highly prospective targets remain, both close to the Hurricane deposit and as far as 9 kilometres east at the eastern property boundary. The recommended Hurricane infill drilling and scoping study have been deferred while the focus remains on exploration along the prospective Larocque trend.
Recent and Planned Exploration
Following encouraging results from completion of innovative ANT surveys over the Hurricane deposit and an area up to 2 km east of it in 2023, exploration for additional uranium mineralization zones along the Larocque trend, in part guided by the ANT results, resumed in 2024 and continued in 2025.
Early in the 2024 winter program, a single line of stepwise moving loop time domain ground EM was completed at Larocque East to aid in drill targeting in Target Area A (Figure 1). Two conductors that correspond to the historic conductor trends were confirmed and a third conductor within the ANT Area A anomaly was identified north of the other two conductors. Subsequent drilling demonstrated the source of this third, northern response to be graphitic-pyritic pelitic gneiss and faults typical of those that underlie the Hurricane deposit and thus expanded the drill proven width of the prospective Hurricane corridor to 300 m. The EM survey also established a new conductive response that corresponds to an ANT low velocity zone approximately 450 m south of the main Hurricane trend (Figure 1).
3,364 m of drilling in holes LE24-157 to LE24-158 at Area A targeted a velocity low highlighted by an ANT survey completed in summer 2023 (Figure 1). In summary, the exploration drilling successfully intersected alteration and significant late brittle structures both in the sandstone and the basement. Graphitic brittle faults, structurally disrupted and desilicified sandstone, unconformity topography changes, and clay and hydrothermal hematite alteration intersected in the winter drill holes are all features observed at the Hurricane deposit. This new extension to the prospective corridor that hosts the Hurricane deposit was drill-defined over an 800 m strike length and is open to the east. The winter 2024 results significantly upgraded Target Area A at Larocque East and further drilling was completed in summer 2024.
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Summer drilling in 2024 at Larocque East focused on target areas defined by the 2023 and 2024 ANT surveys to follow up on the locations identified in the ANT survey targets (Figure 2). In summary, first pass drilling in Areas D and E returned elevated radioactivity associated with significant alternation, enhancing the prospectivity of the Larocque East Project’s eastern extent. Drilling in Hurricane East returned elevated radioactivity, indicating potential for resource expansion. In total, 13,015 m of drilling was completed in 30 diamond drill holes with initial results being highly encouraging, with strong hydrothermal alteration and elevated uranium geochemistry, which are key indicators associated with uranium mineralization.
15,597 m of drilling in 39 diamond drill holes were completed across winter and summer 2025 and focused on the prospective Larocque trend (Figure 3). Drilling intersected strongly elevated radioactivity along the eastern extensions of the Hurricane Zone’s Main and South trends, as well as at Area D (Figure 3), highlighting the potential for additional uranium zones near the deposit and along the 9 Kms of the Larocque trend.
This was highlighted by four holes in Area D (LE25-202, 204, 206 and 209) which were completed along the Larocque trend in the winter drilling in 2025 and had the best radioactivity intercept to date outside of the Hurricane deposit area and confirms regional potential. Drill hole LE25-202 (Figure 3), completed 2.8 km east of the Hurricane deposit intersected the best mineralized intersection on the project outside of the Hurricane deposit area. The intersection returned 1.05% U3O8 over 0.5 m approximately 20 m down hole from the unconformity at 270.3 m in a broader interval that returned 0.583% U3O8 over 1.5 m.
See the Company’s press releases dated April 23, 2025 entitled “IsoEnergy Intersects Strongly Elevated Radioactivity in Multiple Holes Immediately Along Strike of Hurricane and In Step-Out Target Area D, 2.8km East”, dated June 12, 2025 entitled “IsoEnergy Commences Athabasca Basin Summer 2025 Exploration Program”, and dated December 3, 2025 entitled “IsoEnergy Provides 2025 Athabasca Basin Exploration Update and Prepares to Launch Winter Exploration Programs Including Drilling at Larocque East” for additional information regarding the results of the 2025 winter exploration program and 2025 summer exploration program.
A new geophysical model generated from joint inversion of ground loop domain EM and DC resistivity data collected during historic EM and resistivity surveys, has highlighted a previously underexplored conductive structure 800 m north of the main Hurricane conductor (Figure 4). This 2,500 m trend (named Target K) had been inadequately tested by two historic drill holes. It was tested by two diamond drill holes in the summer program (Figure 3).
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Figure 1 – Location of Larocque East Project winter 2024 drilling at Target Area A, an ANT low velocity anomaly (red oval outline) within the Hurricane conductor corridor between 1,300 and 2,100 m east-northeast of the Hurricane unconformity uranium deposit.

Figure 2 – Map of the Larocque trend showing Hurricane, drill hole unconformity intercept locations, electromagnetic conductor traces, ANT seismic velocity anomalies, and winter and summer 2024 drill hole locations. Cross sections referred to on Figure 2, and partial radiometric and geochemical results are provided in the November 6, 2024 press release entitled “IsoEnergy Summer Drilling Intersects Multiple Areas of Radioactivity Highlighting the Prospectivity of the Larocque Trend”.

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Figure 3 – Map of the Larocque trend showing Hurricane, drill hole unconformity intercept locations, electromagnetic conductor traces, ANT seismic velocity anomalies, winter and summer 2025 drill hole locations, and winter 2026 drill program target areas. Radiometric and geochemical results for drill holes with mineralized intersections (at least 350 cps with an RS125 spectrometer averaged over a 0.5 m drill core interval)are provided in the December 3, 2025 press release entitled “IsoEnergy Provides 2025 Athabasca Basin Exploration Update and Prepares to Launch Winter Exploration Programs Including Drilling at Larocque East”.

Figure 4 – Joint resistivity – electromagnetic inversion model of the Larocque East project generated in 2025 that highlighted a previously untested 2,500m long northern conductivity trend that was tested by two holes in summer 2025 (Figure 3).

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Drilling has commenced for the 2026 winter exploration program with the focus on testing resource expansion targets near the Hurricane deposit along the Hurricane North trend and South trend, as well as greenfield targets. The North and South trends are situated within a low seismic velocity anomaly identified by ANT, which is interpreted to map the prospective alteration zone that hosts the Hurricane deposit. Uranium mineralization was intersected on both trends in 2025 drill holes (Figure 3). Additional drill holes at greenfield targets will test targets up to 3 Kms to the east of the Hurricane deposit to follow up on hole LE25-202 (Figure 3).
DIVIDENDS
There are no restrictions in the Company’s articles or notice of articles or pursuant to any agreement or understanding which could prevent the Company from paying dividends. The Company has never declared or paid any dividends on any class of securities. The Company currently intends to retain future earnings, if any, to fund the development and growth of its business, and does not intend to pay any cash dividends on the Common Shares for the foreseeable future. Any decision to pay dividends on the Common Shares in the future will be made by the IsoEnergy Board on the basis of earnings, financial requirements and other conditions existing at the time.
DESCRIPTION OF CAPITAL STRUCTURE
Authorized Capital
The Company is authorized to issue an unlimited number of Common Shares of which there were 60,556,167 Common Shares issued and outstanding as of February 25, 2026.
Common Shares
The holders of Common Shares are entitled to receive notice of any meetings of shareholders of the Company, to attend and to cast one vote per Common Share at all such meetings, except meetings at which only holders of another class or series of shares are entitled to vote separately as such class or series. Holders of Common Shares are entitled to receive on a pro rata basis such dividends, if any, as and when declared by the IsoEnergy Board at its discretion from funds legally available therefor. In the event of any liquidation, dissolution or winding up of the Company or other distribution of the assets of the Company among holders of Common Shares for the purposes of winding-up its affairs, the holders of Common Shares will be entitled, subject to the rights of the holders of any other class or series of shares ranking senior to the Common Shares, to receive on a pro rata basis the remaining property or assets of IsoEnergy available for distribution, after the payment of debts and other liabilities. The Common Shares do not carry any cumulative voting, pre-emptive, subscription, redemption, retraction or conversion rights, nor do they contain any sinking or purchase fund provisions.
Compensation Securities
At the 2024 AGM, IsoEnergy Shareholders approved a new Omnibus Long Term Incentive Plan (the “LTIP”), which provides for a variety of equity-based awards that may be granted to certain participants, including performance share units (“PSUs”), restricted share units (“RSUs”) and stock options (“Options” and together with the PSUs and RSUs, “Awards”).
IsoEnergy also has a legacy stock option plan (the “Legacy Option Plan”) which permitted the IsoEnergy Board to grant Options. The Options previously issued under the Legacy Option Plan continue to be governed by the Legacy Option Plan; however, since the adoption of the LTIP, Options are no longer issuable pursuant to the Legacy Option Plan and are only issuable pursuant to the LTIP.
In connection with the CUR Arrangement, all outstanding stock options of Consolidated Uranium held immediately prior to closing of the CUR Arrangement were exchanged for replacement options to acquire Common Shares (“Replacement Options”) in accordance with the CUR Arrangement. The Replacement Options are also governed by the Legacy Option Plan.
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As of February 25, 2026, the following Awards are issued and outstanding:
| · | Options (including Replacement Options) to purchase an aggregate of up to 2,562,518 Common Shares are issued and outstanding and governed by the Legacy Option Plan; |
|---|---|
| · | Options to purchase an aggregate of up to 2,473,873 **** Common Shares are issued and outstanding and governed by the LTIP; and |
| --- | --- |
| · | RSUs for the issuance of an aggregate of up to 145,833 Common Shares are issued and outstanding and governed by the LTIP. |
| --- | --- |
Debentures
On December 6, 2022, the Company issued US$4,000,000 principal amount of unsecured convertible debentures to QRC (the “2022 Debentures”). The 2022 Debentures carry coupon interest at 10% per annum, of which 7.5% is payable in cash and 2.5% payable in Common Shares, over a five-year term. The principal amount of the 2022 Debentures (converted into Canadian dollars) is convertible into Common Shares at QRC’s option at a conversion price of $17.32 per share (the “Conversion Price”), up to a maximum of 366,070 Common Shares. As of February 25, 2026, IsoEnergy has US$4,000,000 in principal of the 2022 Debentures outstanding.
General terms of the 2022 Debentures
Coupon interest is payable semi-annually on June 30 and December 31, and Common Shares issued as partial payment of coupon interest are, subject to TSX approval, issuable at a price equal to the 20-day volume-weighted average trading price (“VWAP”) of the Common Shares on the TSX on the 20 days prior to the date such coupon interest is due.
On the conversion of any portion of the principal amount of the 2022 Debentures, if the number of Common Shares to be issued on such conversion, taking into account all Common Shares issued in respect of all prior conversions of such 2022 Debentures, would result in the Common Shares to be issued exceeding the maximum conversion amount for such 2022 Debentures, on conversion Queen’s Road shall be entitled to receive a payment (an “Exchange Rate Fee”) equal to the number of Common Shares that are not issued as a result of exceeding the maximum Common Shares, multiplied by the 20-day VWAP. IsoEnergy can elect to pay any such Exchange Rate Fee in cash or, subject to TSX approval, in Common Shares.
IsoEnergy is entitled, on or after the third anniversary of the date of issuance of such 2022 Debentures, at any time the 20-day VWAP of the Common Shares listed on the TSX exceeds 130% of the applicable Conversion Price, to redeem such 2022 Debentures at par plus accrued and unpaid coupon interest.
Upon completion of a change of control (which also requires in the case of the holders’ right to redeem the 2022 Debentures, a change in the Chief Executive Officer of IsoEnergy), the holders of the 2022 Debentures or IsoEnergy may require IsoEnergy to purchase or the holders to redeem, as the case may be, any outstanding 2022 Debentures in cash at: (i) on or prior to December 6, 2025, 130% of the principal amount; and (ii) at any time thereafter, 115% of the principal amount, in each case plus accrued but unpaid coupon interest, if any. In addition, upon the public announcement of a change of control that is supported by the IsoEnergy Board, IsoEnergy may require the holders of the 2022 Debentures to convert the 2022 Debentures into Common Shares at the conversion price provided the consideration payable upon the change of control exceeds the conversion price and is payable in cash.
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MARKET FOR SECURITIES
Trading Price and Volume
The Common Shares are listed and posted for trading on the TSX under the symbol “ISO” and are also listed on the NYSE American under the symbol “ISOU”. Prior to July 8, 2024, the Common Shares were listed and posted for trading on the TSXV. On July 8, 2024, the Common Shares commenced trading on the TSX and were voluntarily delisted from the TSXV prior to commencement of trading on the TSX. Prior to May 5, 2025, the Common Shares were listed on the OTCQX. The Common Shares commenced trading on the NYSE American on May 5, 2025. The following tables set forth information relating to the monthly trading of the Common Shares on the TSX, the OTCQX and the NYSE American, as applicable, for the year ended December 31, 2025.
| TSX: | | |||
|---|---|---|---|---|
| | Period | High ($) | Low **** ($) | Volume |
| | January 2025^(1)^ | 3.320 | 2.660 | 8,351,532 |
| | February 2025^(1)^ | 2.930 | 2.130 | 6,837,309 |
| | March 2025 | 10.990 | 7.600 | 3,445,941 |
| | April 2025 | 9.480 | 6.790 | 1,911,189 |
| | May 2025 | 11.000 | 8.230 | 1,728,362 |
| | June 2025 | 11.360 | 9.395 | 2,829,729 |
| | July 2025 | 10.540 | 8.770 | 3,261,991 |
| | August 2025 | 11.455 | 8.240 | 2,769,300 |
| | September 2025 | 14.500 | 10.730 | 4,192,996 |
| | October 2025 | 15.820 | 11.630 | 4,425,625 |
| | November 2025 | 14.500 | 10.190 | 2,435,782 |
| | December 2025 | 13.750 | 10.760 | 3,532,425 |
| OTCQX: | | | | |
| | Period | High **** (US$) | Low **** (US$) | Volume |
| | January 2025^(1)^ | 2.310 | 1.810 | 1,230,000 |
| | February 2025^(1)^ | 2.020 | 1.490 | 1,600,000 |
| | March 2025 | 7.640 | 5.240 | 498,323 |
| | April 2025 | 6.650 | 4.520 | 441,687 |
| | May 1-5, 2025 | 6.700 | 5.720 | 106,167 |
| NYSE American: | | | | |
| | Period | High **** (US$) | Low **** (US$) | Volume |
| | May 5-31, 2025 | 8.000 | 5.720 | 668,835 |
| | June 2025 | 8.641 | 6.780 | 824,657 |
| | July 2025 | 7.700 | 6.350 | 974,298 |
| | August 2025 | 8.310 | 5.940 | 1,482,338 |
| | September 2025 | 10.497 | 7.788 | 1,516,088 |
| | October 2025 | 11.500 | 8.300 | 2,757,607 |
| | November 2025 | 10.360 | 7.190 | 1,244,159 |
| | December 2025 | 9.950 | 7.800 | 1,203,532 |
Note:
| (1) | The trading prices and volumes are reflected on a pre-Consolidation basis. |
|---|
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PRIOR SALES
The following table sets forth information in respect of issuances of securities that are convertible or exchangeable into Common Shares during the financial year ended December 31, 2025.
| Date of Issuance | Issue/Exercise Price (C$) | Number and Type of Securities | Reason for Issuance |
|---|---|---|---|
| January 2, 2025 | 11.72^(1)^ | 516,375 Options^(1)^ | Grant of Options |
| August 11, 2025 | 9.78 | 741,875 Options | Grant of Options |
| December 22, 2025 | 11.83 | 87,500 RSUs | Grant of RSUs |
Note:
| (1) | The number of securities and price per security have been adjusted to reflect the Consolidation. |
|---|
ESCROWED SECURITIES & SECURITIES SUBJECT TO
CONTRACTUAL RESTRICTIONS ON TRANSFER
To the Company’s knowledge, as at December 31, 2025, no securities of the Company were held in escrow or are subject to contractual restrictions on transfer.
DIRECTORS AND OFFICERS
The following table sets forth the name, province or state and country of residence, the position held with the Company and period during which each director and the executive officer of the Company has served as a director and/or executive officer, the principal occupation, and the number and percentage of Common Shares beneficially owned by each director and executive officer of the Company as of the date hereof. The statement as to the Common Shares beneficially owned, controlled or directed, directly or indirectly, by the directors and executive officers hereinafter named is in each instance based upon information furnished by the person concerned and is as at the date hereof. All directors of the Company hold office until the next annual meeting of shareholders of the Company or until their successors are elected or appointed.
| | | | |
|---|---|---|---|
| Name and Residence | Position with the Company and Period Served as a Director | Principal Occupation During the Preceding Five Years | Number and Percentage of Common Shares Beneficially Owned^(1)^ |
| Philip Williams<br><br>Ontario, Canada | Chief Executive Officer and Director since December 5, 2023 | CEO of Consolidated Uranium | 212,201^(4^^)^ **** (0.35%) |
| Richard Patricio<br><br>Ontario, Canada | Director since April 1, 2016; Chair since December 5, 2023 | President and Chief Executive Officer of Mega Uranium Ltd. | 1,147,722^(5)(6)^<br><br>(1.90%) |
| Leigh Curyer<br><br>South Australia, Australia | Director since February 2, 2016; Vice-Chair since December 5, 2023 | President and Chief Executive Officer of NexGen | 49,625^(7)^ ****<br><br>(0.08%) |
| Christopher McFadden^(2)(3)^<br><br>Victoria, Australia | Director since April 1, 2016 | Corporate Director | 62,250^(8^^)^ ****<br><br>(0.10%) |
| Peter Netupsky^(2)(3)^<br><br>Ontario, Canada | Director since November 1, 2022 | Vice President, Corporate Development of Agnico Eagle Mines Limited | 11,250^(9^^)^ ****<br><br>(0.02%) |
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| | | | |
|---|---|---|---|
| Name and Residence | Position with the Company and Period Served as a Director | Principal Occupation During the Preceding Five Years | Number and Percentage of Common Shares Beneficially Owned^(1)^ |
| Mark Raguz^(2)(3)^<br><br>Ontario, Canada | Director since December 5, 2023 | Vice President, Corporate Development, Royalties at Altius Minerals Corporation | 39,924^(10^^)^<br><br>(0.07%) |
| Graham du Preez<br><br>Saskatchewan, Canada | Chief Financial Officer | Chief Financial Officer of IsoEnergy | 5,781^(11^^)^ ****<br><br>(0.01%) |
| Martin Tunney<br><br>Ontario, Canada | Chief Operating Officer | President and Chief Operating Officer of Consolidated Uranium | 14,716^(12^^)^<br><br>(0.02%) |
| Dan Brisbin<br><br>Saskatchewan, Canada | Vice President, Exploration | Exploration Manager of IsoEnergy | 2,187^(13^^)^ ****<br><br>(0.00%) |
| Jason Atkinson<br><br>Ontario, Canada | Vice President, Corporate Development | Vice President, Corporate Development of Latitude Uranium Inc. | 5,865^(14^^)^ ****<br><br>(0.01%) |
| Misty Urbatsch<br><br>Saskatchewan, Canada | Vice President, Strategy and Commercial | Chief Executive Officer of Core Nickel Corporation; Senior Analyst, Marketing at Cameco | Nil^(15^^)^ ****<br><br>(- %) |
Notes:
| (1) | Percentages calculated on a non-diluted basis, based on 60,556,167 **** Common Shares outstanding as at February 25, 2026. |
|---|---|
| (2) | Member of the Audit Committee. |
| --- | --- |
| (3) | Member of the Compensation and Governance Committee. |
| --- | --- |
| (4) | Mr. Williams also holds options to purchase 666,753 Common Shares and 41,667 RSUs. |
| --- | --- |
| (5) | Includes 1,033,735 Common Shares held by Mega Uranium Ltd., of which Mr. Patricio is the President and Chief Executive Officer. |
| --- | --- |
| (6) | Mr. Patricio also holds options to purchase 552,040 Common Shares. |
| --- | --- |
| (7) | Mr. Curyer also holds options to purchase 529,562 Common Shares. |
| --- | --- |
| (8) | Mr. McFadden also holds options to purchase 351,250 Common Shares. |
| --- | --- |
| (9) | Mr. Netupsky holds options to purchase 250,000 Common Shares. |
| --- | --- |
| (10) | Mr. Raguz also holds options to purchase 212,142 Common Shares. |
| --- | --- |
| (11) | Mr. du Preez also holds options to purchase 413,750 Common Shares and 31,250 RSUs. |
| --- | --- |
| (12) | Mr. Tunney also holds options to purchase 393,987 Common Shares and 31,250 RSUs. |
| --- | --- |
| (13) | Dr. Brisbin also holds options to purchase 173,750 Common Shares and 20,833 RSUs. |
| --- | --- |
| (14) | Mr. Atkinson also holds options to purchase 176,140 Common Shares and 20,833 RSUs. |
| --- | --- |
| (15) | Ms. Urbatsch also holds options to purchase 50,000 Common Shares. |
| --- | --- |
As at the date hereof, the directors and executive officers of the Company, as a group, beneficially owned, directly or indirectly, or exercised control over, a total of 1,551,521 Common Shares representing approximately 2.56% of the issued and outstanding Common Shares on a non-diluted basis.
The principal occupations, businesses or employments of each of the Company’s directors and the senior executive officers within the past five years are disclosed in the brief biographies set out below.
Philip Williams – Chief Executive Officer and Director. Mr. Williams is the Chief Executive Officer and a director of IsoEnergy, a role he has held since December 2023 following the completion of the CUR Arrangement. He brings over two decades of experience spanning mining operations, corporate development, equity research, fund management and investment banking, with a significant focus on the uranium sector throughout his career. Prior to IsoEnergy, Mr. Williams served as CEO and Chair of the Board of Consolidated Uranium from March 2020 until its acquisition by IsoEnergy. In 2017, Mr. Williams co-founded Uranium Royalty Corp. (“URC”), where he served as President, CEO and a director until late 2019. Earlier in his career, Mr. Williams was a Managing Director at Dundee Capital Markets where he completed equity financings and advised on merger and acquisition transactions with a focus on uranium. He previously served as Vice President, Business Development at Pinetree Capital Ltd. (“Pinetree”), a
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natural resource focused investment fund, where he was responsible for the fund’s uranium investments and served on the boards of several investee companies. Mr. Williams began his career in the uranium sector as a research analyst at Westwind Partners, where he launched coverage on the sector in 2007. He currently serves on the board of directors of Atha Energy and Mogotes Metals Inc. Mr. Williams holds a bachelor’s degree in commerce.
Richard Patricio – Director (Chair). Mr. Patricio is the President and Chief Executive Officer of Mega Uranium Ltd., having previously been its Executive Vice President from 2005 to 2015. Until April 2016, Mr. Patricio was also the Chief Executive Officer of Pinetree, a TSX-listed investment company specializing in early-stage resource investments. Mr. Patricio joined Pinetree in November 2005 as Vice President, Corporate and Legal Affairs. Prior to that, Mr. Patricio practiced law at a top-tier Toronto-based law firm before moving in-house with a TSX-listed issuer. Mr. Patricio has built a number of mining companies with global operations and holds (and has held) senior officer and director positions in several companies listed on stock exchanges in Toronto, Australia, London and New York. He currently serves as President and CEO of Generic Gold Corp. and on the board of NexGen, Toro Energy, Borealis Mining Company Limited and IsoEnergy, all in his capacity as CEO of Mega Uranium Ltd. Mr. Patricio received his law degree from Osgoode Hall Law School and was called to the Ontario bar in 2000.
Leigh Curyer – Director (Vice-Chair). Mr. Curyer has more than 20 years’ experience in the resources and corporate sector. Mr. Curyer founded NexGen in 2011 and currently serves as its President and Chief Executive Officer. From 2008 to 2011, Mr. Curyer was Head of Corporate Development for Accord Nuclear Resources Management, assessing uranium projects worldwide for First Reserve Corporation, a global energy-focused private equity and infrastructure investment firm. Mr. Curyer was the Chief Financial Officer and head of corporate development of Southern Cross Resources Inc. (now Uranium One Inc.) from 2002 to 2006. Mr. Curyer’s uranium project assessment experience has been focused on assets located in Canada, Australia, USA, Africa, Central Asia and Europe, including operating mines, advanced development projects and exploration prospects. Mr. Curyer has a Bachelor of Arts in Accountancy from the University of South Australia and is a member of Chartered Accountants Australia and New Zealand.
Christopher McFadden – Director. Mr. McFadden is a lawyer with more than 25 years of experience in exploration and mining. Previously, Mr. McFadden was a director of Engenco Limited, and before that was the Managing Director of Resolution Minerals Ltd., and before that the President and Chief Executive Officer of NxGold Ltd., and before that the Manager, Business Development at Newcrest Mining Limited, and before that the Head of Commercial, Strategy and Corporate Development for Tigers Realm Coal Limited, which is listed on the ASX. Additionally, Mr. McFadden was General Manager, Business Development of Tigers Realm Minerals Pty Ltd. Prior to commencing with the Tigers Realm Group in 2010, Mr. McFadden was a Commercial General Manager with Rio Tinto’s exploration division with responsibility for gaining entry into new projects through negotiation with government or joint venture partners, or through acquisition. Mr. McFadden currently serves as Chair of the Board of NexGen. Mr. McFadden has extensive international experience in managing large and complex transactions and has a broad knowledge of all aspects of project evaluation and negotiation in challenging and varied environments. Mr. McFadden holds a combined law/commerce degree from Melbourne University and an MBA from Monash University.
Peter Netupsky – Director. Mr. Netupsky has 20 years of experience in accounting, finance, strategy, capital markets and banking. He currently serves as the Vice President of Corporate Development for Agnico Eagle Mines Limited (“Agnico Eagle”). Prior to joining Agnico Eagle, Mr. Netupsky held progressively senior roles in investment banking with TD Securities focused on M&A and financings in the global resources sector. Mr. Netupsky began his professional career as a staff accountant with Ernst & Young. Mr. Netupsky is a Chartered Professional Accountant (CPA, CA) and CFA® Charterholder and has obtained the ICD.D designation from the Institute of Corporate Directors. Mr. Netupsky was commissioned as an officer in the Canadian Armed Forces (Reserve). Mr. Netupsky holds a Bachelor of Commerce (Honours) degree (Queen’s University). Mr. Netupsky previously served as an independent director of UEX Corporation prior to its acquisition.
Mark Raguz – Director. Mr. Raguz has more than 15 years of experience in the investment banking, capital markets and corporate sectors. Mr. Raguz currently acts as Vice President, Corporate Development at Altius Minerals Corporation (“Altius”), a TSX listed diversified mining royalty company. Prior to joining
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Altius, Mr. Raguz acted as Vice President, Investment Banking at several leading full-service boutique investment dealers focused on M&A and financings primarily in the uranium, base and battery metals and bulk materials subsectors of the global mining industry. Prior to that, Mr. Raguz was a buy-side analyst at a natural resource focused venture capital fund. Mr. Raguz has served as a director of various TSXV, TSX and NYSE American listed companies, including CUR, prior to the Arrangement, where he was Chair of the Compensation Committee. Mr. Raguz holds a Bachelor of Applied Science (BASc) in Mineral Engineering from the University of Toronto and obtained an ICD.D designation from the Institute of Corporate Directors in 2023.
Graham du Preez – Chief Financial Officer**.** Mr. du Preez has more than a decade of experience as Chief Financial Officer with several public mining companies in a variety of commodities and at various stages along the mining cycle. Most recently, Mr. du Preez served as Chief Financial Officer at Harte Gold Corp. Prior to that, Mr. du Preez spent several years working in the uranium industry, with Uranium One, Inc., including as Chief Financial Officer. Mr. du Preez has gained significant experience contributing to a wide range of functional areas. This has included closing various financings, identifying, and participating in mergers and acquisitions, interacting with regulators, investors, and analysts, undertaking strategic planning, managing public filings, developing, and managing operating budgets, and overseeing large finance teams with broad responsibilities including accounting, payroll, tax, treasury, insurance, and external reporting.
Martin Tunney – Chief Operating Officer. Mr. Tunney brings a wealth of mining experience having been in the industry for over 20 years. As a professional mining engineer, Mr. Tunney has worked for several majors including Inco Limited and Newmont Corporation, and in senior management roles with NewCastle Gold Ltd. (formerly Castle Mountain Mining Company Ltd.) and Solstice Gold Corp. Mr. Tunney worked across multiple provinces and territories in Canada, as well as the Southwestern United States where he successfully permitted projects for exploration and development and was instrumental in moving projects into production. Mr. Tunney also spent several years in capital markets with both an international investment bank and a Canadian bank owned dealer in their global mining team working on transactions of all types and sizes. Mr. Tunney joined Consolidated Uranium in December 2021, where he acted as President and Chief Operating Officer until completion of the CUR Arrangement. He holds both a B.A. from Bishop’s University and a B.A.Sc. (Mining Engineering) from the University of Toronto. Mr. Tunney also serves on the board of directors of PUR and Green Shift Commodities Ltd.
Dan Brisbin – Vice President, Exploration. Dr. Dan Brisbin is an economic geologist with 45 years of experience who specializes in project and target generation, project execution, and in leading and developing exploration teams. Dr. Brisbin’s experience includes project to management level roles with Falconbridge Limited, Cameco Corporation, Alamos Gold Inc., and IsoEnergy and spans exploration, mine and research geology in uranium, gold, base metal, and platinum group element exploration in both mature mining camps and remote greenfield settings. He has worked extensively in world class deposits and districts including the Timmins gold camp, Athabasca Basin uranium district and the Kidd Creek volcanogenic massive sulphide copper-zinc deposit. Dr. Brisbin obtained his Honours B.Sc. in Geological Sciences, M.Sc. in Mineral Exploration and Ph.D. in Geological Sciences from Queen’s University. He is a registered Professional Geoscientist in Saskatchewan, Manitoba and Ontario; a Fellow of the Society of Economic Geologists and the Geological Association of Canada, and a Member of the Prospectors and Developers Association of Canada.
Jason Atkinson – Vice President, Corporate Development. Mr. Atkinson is a seasoned finance professional with over a decade of experience, specializing in investment banking and corporate development within the metals and mining sector. Most recently he was the Vice President of Corporate Development for Latitude Uranium Inc. which was acquired by Atha Energy in 2024 and the Director of Corporate Development of Consolidated Uranium, which was acquired by IsoEnergy Ltd. in 2023. Previously, he was the Vice President of Corporate development of Mindset Pharma Inc. which was
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acquired by Otsuka Pharmaceutical Co., Ltd. in 2023 and Vice President of Corporate development of URC. He holds an M.B.A. from the Degroote School of Business and is a CFA Charterholder.
Misty Urbatsch – Vice President, Strategy and Commercial. Ms. Urbatsch has nearly two decades of experience in the mining industry, with expertise spanning exploration, corporate development and uranium markets. She began her career with Cameco Australia Pty Ltd., contributing to uranium exploration programs in Australia. She subsequently joined Cameco, where she was employed from 2012 to 2023. From 2012 to 2020, she held technical roles in uranium exploration in Canada. From 2020 to 2023, she was part of Cameco’s marketing group, contributing to uranium market intelligence, trading activities and uranium sales. Following her tenure at Cameco, Ms. Urbatsch served as Vice President, Corporate Development at CanAlaska Uranium Ltd., where she led the spin-out of Core Nickel Corporation (“Core Nickel”). She subsequently served as Chief Executive Officer of Core Nickel following its public listing.
Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions
No director or executive officer of the Company, is, as at the date hereof, or has been, within the 10 years before the date hereof, a director, chief executive officer or chief financial officer of any company that:
| (a) | was subject to a cease trade or similar order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days and that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or |
|---|---|
| (b) | was subject to a cease trade or similar order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer. |
| --- | --- |
Other than as disclosed below, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:
| (a) | is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or |
|---|---|
| (b) | has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder. |
| --- | --- |
Graham du Preez was the Chief Financial Officer of Harte Gold Corp. (“Harte Gold”) that sought and obtained an initial order under the Companies’ Creditors Arrangement Act (the “CCAA”) on December 7, 2021. On February 28, 2022, Harte Gold announced that its previously announced sale and investment solicitation process (the “Transaction”) was completed with a subsidiary of Silver Lake Resources Limited (“Silver Lake”).
Following completion of the Transaction, Harte Gold became a wholly-owned subsidiary of Silver Lake and emerged from the CCAA proceedings. All of the directors and executive officers of Harte Gold resigned effective upon closing of the Transaction.
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No director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company has been subject to:
| (a) | any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or |
|---|---|
| (b) | any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision. |
| --- | --- |
Conflicts of Interest
To the best of the Company’s knowledge, and other than as disclosed herein, there are no known existing or potential conflicts of interest between the Company and any directors or officers of the Company, except that certain of the directors and officers serve as directors and officers of other public or private companies and therefore it is possible that a conflict may arise between their duties as a director or officer of the Company and their duties as a director or officer of such other companies. See “Risk Factors” above.
The directors and officers of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interests that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the IsoEnergy Board, any director in a conflict is required to disclose his interest and abstain from voting on such matter in accordance with the BCBCA.
AUDIT COMMITTEE
In accordance with applicable Canadian securities legislation and, in particular, National Instrument 52-110 – Audit Committees (“NI 52-110”), information with respect to the Company’s Audit Committee is contained below.
Audit Committee Charter
The Audit Committee has adopted a written charter setting out its purpose, which is to assist the IsoEnergy Board fulfill its oversight responsibilities relating to accounting and financial reporting process and internal controls. The Audit Committee has the responsibility of, among other things: recommending IsoEnergy’s independent auditor to the IsoEnergy Board, determining the extent of involvement of the independent auditor in reviewing unaudited quarterly financial results, evaluating the qualifications, performance and independence of the independent auditor; reviewing and recommending approval of the IsoEnergy Board’s annual and quarterly financial results and management’s discussion and analysis; and overseeing the establishment of “whistle-blower” and related procedures. A copy of the Audit Committee Charter is attached hereto as Schedule “A”.
Composition of the Audit Committee
The current members of the Audit Committee are: Messrs. Peter Netupsky (Chair), Chris McFadden, and Mark Raguz, each of whom is considered “independent” and “financially literate” in accordance with NI 52-110.
Relevant Education and Experience
See “Directors and Officers” above for a general description of the education and experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member.
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Audit Committee Oversight
At no time since the commencement of the Company’s most recently completed financial year have any recommendations by the Audit Committee respecting the appointment and/or compensation of the Company’s external auditors not been adopted by the IsoEnergy Board.
Reliance on Certain Exemptions
At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of NI 52-110 (De Minimis Non-audit Services), Section 3.2 of NI-51-110 (Initial Public Offerings), Section 3.4 of NI 52-110 (Events Outside Control of Member), Section 3.5 of NI 52-110 (Death, Disability or Resignation of Audit Committee Member) or an exemption from NI 52- 110, in whole or in part, granted under Part 8 (Exemptions) of NI 52-110.
Pre-Approval Policies and Procedures
Pursuant to the terms of the Audit Committee Charter, the Audit Committee shall pre-approve all non-audit services to be provided to IsoEnergy by the external auditor.
Code of Ethics
The IsoEnergy Board has the responsibility of setting the Code of Ethics for the Company. The Code of Ethics applies to all employees of the Company, including its CEO and CFO. The Code of Ethics is available on the Company’s website at www.isoenergy.ca.
External Auditor Service Fees
The following table sets out, by category, the fees billed by KPMG (as defined herein) for the financial years ended December 31, 2025 and 2024.
| | | | | | |
|---|---|---|---|---|---|
| Year Ended | Audit Fees ^(1)^ | Audit Related Fees ^(2)^ | Tax Fees ^(3)^ | All Other Fees ^(4)^ **** | TOTAL |
| December 31, 2025 | $532,452 | Nil | Nil | Nil | $532,452 |
| December 31, 2024 | $297,419 | Nil | Nil | Nil | $297,419 |
Notes:
| (1) | “Audit Fees” include fees necessary to perform the annual audit of the Company’s financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits. |
|---|---|
| (2) | “Audit-Related Fees” include the fees for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees” above. |
| --- | --- |
| (3) | “Tax Fees” include the fees for professional services rendered to the Company’s external auditor for tax compliance, tax advice and tax planning. |
| --- | --- |
| (4) | “All Other Fees” include the fees billed for products and services provided by the Company’s external auditor, other than “Audit Fees”, “Audit-Related Fees” and “Tax Fees” above. |
| --- | --- |
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
To the best of the Company’s knowledge, the Company is not and was not, during the financial year ended December 31, 2025, a party to any legal proceedings, nor is any of its property, nor was any of its property during the financial year ended December 31, 2025, the subject of any legal proceedings. As at the date hereof, no such legal proceedings are known to be contemplated.
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There have been no penalties or sanctions imposed against the Company by a court relating to securities legislation or by any securities regulatory authority during the financial year ended December 31, 2025, or any other penalties or sanctions imposed by a court or regulatory body against the Company that would likely be considered important to a reasonable investor making an investment decision, and the Company has not entered into any settlement agreements with a court relating to securities legislation or with a securities regulatory authority during the financial year ended December 31, 2025.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Other than as disclosed herein, none of the directors or executive officers of the Company, nor any person or company that beneficially owns, controls, or directs, directly or indirectly, more than 10% of any class or series of outstanding voting securities of the Company, nor any associate or affiliate of the foregoing persons, has or has had any material interest, direct or indirect, in any transaction within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company.
REGISTRAR AND TRANSFER AGENT
The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc., at its principal offices in Vancouver, British Columbia and Toronto, Ontario.
MATERIAL CONTRACTS
Except for contracts entered into by the Company in the ordinary course of business, no contracts entered into by the Company during the year ended December 31, 2025 or prior thereto which remain in effect, can reasonably be regarded as presently material to the Company.
INTERESTS OF EXPERTS
The following are the Qualified Persons involved in preparing the NI 43-101 technical reports or who certified a statement, report or valuation from which certain scientific and technical information relating to the Company’s material mineral projects contained in this AIF has been derived, and in some instances extracted from.
Mark B. Mathisen, C.P.G. of SLR is a Qualified Person and has been responsible for preparing the Tony M Technical Report and has reviewed and approved the technical information related to the Tony M Mine contained in this AIF, other than the disclosure regarding the updates on the recommended work program and details of the work programs completed in 2023, 2024 and 2025 and the proposed 2026 work program on the Tony M Mine included under the heading “The Tony M Mine – Exploration, Development and Production”.
Dean T. Wilton, PG, CPG, MAIG, a consultant of IsoEnergy, is as a Qualified Person and has reviewed and approved the information regarding the updates on the recommended work program and details of the work programs completed in 2023, 2024 and 2025 and the proposed 2026 work program on the Tony M Mine included under the heading “The Tony M Mine – Exploration, Development and Production”.
Mark B. Mathisen, C.P.G. of SLR is a Qualified Person and has been responsible for preparing the Larocque East Technical Report and has reviewed and approved the technical information related to the Larocque East Property contained in this AIF, other than the disclosure regarding the updates on the recommended work program and details of the work programs completed during 2023, 2024 and 2025 and the exploration and development plan that IsoEnergy is planning and currently executing on the Larocque East Property included under the heading “The Larocque East Property – Exploration, Development and Production”.
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Dr. Dan Brisbin, P.Geo., Ph.D., IsoEnergy’s Vice President, Exploration, is as a Qualified Person and has reviewed and approved the information regarding the updates on the recommended work program and details of the work programs completed during 2023, 2024 and 2025 and the exploration and development plan that IsoEnergy is planning and currently executing on the Larocque East Property included under the heading “The Larocque East Property – Exploration, Development and Production”.
The auditors of the Company are KPMG LLP, Chartered Professional Accountants (“KPMG”), 11th Floor at 777 Dunsmuir St., Vancouver, British Columbia, V7Y 1K3, Canada. KPMG has confirmed that they are independent with respect to the Company within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada, and any applicable legislation or regulation, and that they are independent accountants with respect to the Company under all relevant U.S. professional and regulatory standards.
To the knowledge of the Company, the aforementioned firms or persons held either less than 1% or no securities of the Company or of any associate or affiliate of the Company when they rendered services, prepared the reports or the mineral reserve estimates or the Mineral Resource estimates referred to, as applicable, or following the rendering of services or preparation of such reports or data, as applicable, and either did not receive any or received less than 1% direct or indirect interest in any securities of the Company or of any associate or affiliate of the Company in connection with the rendering of such services or preparation of such reports or data.
ADDITIONAL INFORMATION
Additional information relating to the Company may be found under the Company’s SEDAR+ profile at www.sedarplus.ca, on EDGAR at www.sec.gov, or on the Company’s website at www.isoenergy.ca.
Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans is contained in the management information circular dated May 9, 2025 filed in connection with the annual and special meeting of shareholders held on June 25, 2025.
Additional financial information is provided in the Company’s annual financial statements and MD&A for the financial year ended December 31, 2025, each of which is available under the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov.
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Schedule “A”
AUDIT COMMITTEE CHARTER
ISOENERGY LTD.
(the “Company”)
AUDIT COMMITTEE CHARTER
| I. | ROLE AND OBJECTIVES |
|---|
The Audit Committee is a committee of the Board of Directors (the “Board”) of IsoEnergy Ltd. (the “Corporation”) to which the Board has delegated certain oversight responsibilities relating to the Corporation’s financial statements, external auditors, risk management, compliance with legal and regulatory requirements and management information technology. In this Audit Committee Charter (this “Charter”), the Corporation and all entities controlled by the Corporation are collectively referred to as “IsoEnergy”.
The objectives of the Audit Committee are to maintain oversight of:
| (a) | the Corporation’s accounting and financial reporting processes; |
|---|---|
| (b) | the audits of the Corporation’s financial statements; |
| --- | --- |
| (c) | the integrity of the Corporation’s financial statements, the reporting process and its internal control over financial reporting; |
| --- | --- |
| (d) | the reports, qualifications, independence and performance of the Corporation’s external auditor; |
| --- | --- |
| (e) | the performance of the Corporation’s internal audit function; |
| --- | --- |
| (f) | the Corporation’s risk identification, assessment and management program; |
| --- | --- |
| (g) | the Corporation’s compliance with applicable legal and regulatory requirements; |
| --- | --- |
| (h) | the Corporation’s management of information technology related to financial reporting and financial controls; and |
| --- | --- |
| (i) | the maintenance of open channels of communication among management of the Corporation, the external auditors and the Board. |
| --- | --- |
| II. | MEMBERSHIP AND POLICIES |
| --- | --- |
The Board, in consultation with the Compensation and Governance Committee, will appoint or reappoint members and the Chair of the Audit Committee on an annual basis. Each member shall serve until his or her successor is appointed unless the member resigns, is removed or ceases to be a director. The Board of Directors may fill a vacancy that occurs in the Committee at any time.
The Audit Committee must be composed of not less than three (3) members of the Board, each of whom must be independent pursuant to the rules and regulations of all applicable stock exchanges and securities laws and regulations.
No member of the Audit Committee may have participated in the preparation of the financial statements of the Corporation or any of its then-current subsidiaries at any time during the immediately prior three years.
Each member of the Audit Committee must be financially literate, as determined by the Board, and be able to read and understand fundamental financial statements, including the Corporation’s balance sheet,
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income statement, and cash flow statement. Additionally, at least one member of the Audit Committee must have accounting or related financial management expertise, as determined by the Board.
No member of the Audit Committee may serve simultaneously on the audit committee of more than two other public companies without prior approval of the Board.
The Audit Committee may at any time retain outside financial, legal or other advisors as it determines necessary to carry out its duties, at the expense of the Corporation. The Corporation shall provide for appropriate funding, as determined by the Audit Committee in its capacity as a committee of the Board, for payment of: (i) compensation to the external auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the Corporation, (ii) compensation to any advisors employed by the Audit Committee, and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
In discharging its duties under this Charter, the Audit Committee may investigate any matter brought to its attention and will have access to all books, records, facilities and personnel, may conduct meetings or interview any officer or employee, the Corporation’s legal counsel, external auditors and consultants, and may invite any such persons to attend any part of any meeting of the Audit Committee.
The Audit Committee has neither the duty nor the responsibility to conduct audit, accounting or legal reviews, or to ensure that the Corporation’s financial statements are complete, accurate and in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”); rather, management is responsible for the financial reporting process, internal review process, and the preparation of the Corporation’s financial statements in accordance with IFRS, and the Corporation’s external auditor is responsible for auditing those financial statements.
| III. | SUBCOMMITTEES |
|---|
The Audit Committee may, in its discretion, delegate any of its responsibilities that it is permitted by law to delegate, to the Chair or a subcommittee of the Audit Committee.
| IV. | FUNCTIONS |
|---|---|
| A. | Financial Statements, the Reporting Process and Internal Controls over Financial Reporting |
| --- | --- |
The Audit Committee will meet with management and the external auditor to review and discuss annual and quarterly financial statements, management’s discussion and analyses (“MD&A”), any earnings press releases, other financial disclosures and earnings guidance provided to analysts and rating agencies, and determine whether to recommend the approval of such documents to the Board and will produce the Audit Committee report required to accompany the annual financial statements.
| (a) | In connection with these procedures, the Audit Committee will, as applicable and without limitation review and discuss with management and the external auditor: |
|---|---|
| i. | the information to be included in the Corporation’s financial statements and other financial disclosures which require approval by the Board including the Corporation’s annual and quarterly financial statements, notes thereto, MD&A and any earnings press releases or earnings guidance provided to analysis and rating agencies, paying particular attention to any use of “pro forma”, “adjusted” and “non-GAAP” information, and ensuring that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the financial statements; |
| --- | --- |
| ii. | any significant financial reporting issues, including major issues regarding accounting principles and financial statement presentations, identified during the reporting period; |
| --- | --- |
| iii. | any change in accounting policies, or selection or application of accounting principles, and their impact on the Corporation’s financial results and disclosure; |
| --- | --- |
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| iv. | all significant estimates and judgments, significant risks and uncertainties made in connection with the preparation of the Corporation’s financial statements that may have a material impact to the financial statements; |
|---|---|
| v. | any significant deficiencies or material weaknesses identified by management or the external auditor, compensating or mitigating controls and the final assessment and impact of such deficiencies or material weaknesses on disclosure; |
| --- | --- |
| vi. | any major issues as to the adequacy of the internal controls and any special audit steps adopted in light of material internal control deficiencies; |
| --- | --- |
| vii. | significant adjustments identified by management or the external auditor and the assessment of associated internal control deficiencies, as applicable; |
| --- | --- |
| viii. | any unresolved issues between management and the external auditor that could materially impact the financial statements and other financial disclosures; |
| --- | --- |
| ix. | any material correspondence with regulators, government agencies, any employee or whistleblower complaints and other reports of non-compliance which raise issues regarding the Corporation’s financial statements or accounting policies and significant changes in regulations which may have a material impact on the Corporation’s financial statements; |
| --- | --- |
| x. | the effect of regulatory and accounting initiatives, as well as any off-balance sheet structures; |
| --- | --- |
| xi. | significant matters of concern respecting audits and financial reporting processes, including any illegal acts, that have been identified in the course of the preparation or audit of the Corporation’s financial statements; and |
| --- | --- |
| xii. | any analyses prepared by management and/or the external auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of financial statements including analyses of the effects of IFRS on the financial statements. |
| --- | --- |
| (b) | In connection with the annual audit of the Corporation’s financial statements, the Audit Committee will review with the external auditor: |
| --- | --- |
| i. | prior to commencement of the annual audit, plans, scope, staffing, engagement terms and proposed fees; |
| --- | --- |
| ii. | reports or opinions to be rendered in connection with the audit including the external auditor’s review or audit findings report including alternative treatment of significant financial information within IFRS that have been discussed with management and the associated impact on disclosure; and |
| --- | --- |
| iii. | the adequacy of internal controls, any audit problems or difficulties, including: |
| --- | --- |
| (a) | any restrictions on the scope of the external auditor’s activities or on access to requested information; |
| --- | --- |
| (b) | any significant disagreements with management, and management’s response (including discussion among management, the external auditor and, as necessary, internal and external legal counsel); |
| --- | --- |
| (c) | any litigation, claim or contingency, including tax assessments and claims, that could have a material impact on the financial position of the Corporation; and |
| --- | --- |
| (d) | the impact on current or potential future disclosures. |
| --- | --- |
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In connection with its review of the annual audited financial statements and quarterly financial statements, the Audit Committee will also review any significant concerns raised during the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) certifications with respect to the financial statements and IsoEnergy’s disclosure controls and internal controls. In particular, the Audit Committee will review with the CEO, CFO and external auditor: (i) all significant deficiencies, material weaknesses or significant changes in the design or operation of IsoEnergy’s internal control over financial reporting that could adversely affect the Corporation’s ability to record, process, summarize and report financial information required to be disclosed by the Corporation in the reports that it files or submits under applicable securities laws, within the required time periods; and (ii) any fraud, whether or not material, that involves management of IsoEnergy or other employees who have a significant role in IsoEnergy’s internal control over financial reporting. In addition, the Audit Committee will review with the CEO and CFO, IsoEnergy’s disclosure controls and procedures and at least annually will review management’s conclusions about the efficacy of disclosure controls and procedures, including any significant deficiencies, material weaknesses or material non-compliance with disclosure controls and procedures.
The Audit Committee will also maintain a Whistleblower Policy, including procedures for the:
| (a) | receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters; and |
|---|---|
| (b) | confidential, anonymous submissions of concerns regarding questionable accounting or auditing matters. |
| --- | --- |
**B.**The External Auditor
The Audit Committee, in its capacity as a committee of the Board, is directly responsible for overseeing the relationship, reports, qualifications, independence and performance of the external auditor and audit services by other registered public accounting firms engaged by the Corporation. The Audit Committee has responsibility to take, or recommend that the Board take, appropriate action to oversee the independence of the external auditor. The Audit Committee shall have the authority and responsibility to recommend the appointment and the revocation of the appointment of the external auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services, and to fix their remuneration.
The external auditor will report directly to the Audit Committee. The Audit Committee’s appointment of the external auditor is subject to annual approval by the shareholders.
With respect to the external auditor, the Audit Committee is responsible for:
| (a) | the appointment, termination, compensation, retention and oversight of the work of the external auditor engaged by the Corporation for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, including the review and approval of the terms of the external auditor’s annual engagement letter and the proposed fees; |
|---|---|
| (b) | resolution of disagreements or disputes between management and the external auditor regarding financial reporting for audit, review or attestation services; |
| --- | --- |
| (c) | pre-approval of all audit services and legally permissible non-audit services to be provided by the external auditors considering the potential impact of such services on the independence of external auditors and, subject to any de minimis exemption available under applicable laws. Such approval of non-audit services can be given either specifically or pursuant to pre-approval policies and procedures adopted by the Audit Committee including the delegation of this ability to one or more members of the Audit Committee to the extent permitted by applicable law, provided that any pre-approvals granted pursuant to any such delegation may not delegate Audit Committee responsibilities to management of the Corporation, and must be reported to the full Audit Committee at the first scheduled meeting of the Audit Committee following such pre-approval; and |
| --- | --- |
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| (d) | review of the external auditor on a regular basis to assess: independence, objectivity and professional skepticism; the quality of the engagement team, including quality of services and sufficiency of resources provided by the external auditor; and quality of communications and interactions with the external auditor, including assessment of written input from the external auditor. |
|---|
**C.**Risk Management
The Audit Committee, in its capacity as a committee of the Board, is directly responsible for overseeing the risk identification, assessment and management program of the Corporation by discussing guidelines and policies to govern the process by which risk is identified, assessed and managed. At least annually, in conjunction with senior management, internal counsel and, as necessary, external counsel and the Corporation’s external auditors, the Audit Committee will review the following:
| (a) | the Corporation’s method of reviewing significant risks inherent in IsoEnergy’s business, assets, facilities, and strategic directions, including the Corporation’s risk management and evaluation process; |
|---|---|
| (b) | discuss guidelines and policies with respect to risk assessment and risk management, including the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee is not required to be the sole body responsible for risk assessment and management, but, as stated above, the committee must discuss guidelines and policies to govern the process by which risk assessment and management is undertaken. |
| --- | --- |
| (c) | the major financial risk exposures and steps management has taken to monitor and manage such exposures; |
| --- | --- |
| (d) | the Corporation’s annual insurance report including its risk retention philosophy and resulting uninsured exposure, if any, including corporate liability protection programs for directors and officers; |
| --- | --- |
| (e) | the Corporation’s loss prevention policies, risk management programs, disaster response and recovery programs in the context of operational considerations; and |
| --- | --- |
| (f) | other risk management matters from time to time as the Audit Committee may consider appropriate or the Board may specifically direct. |
| --- | --- |
**D.**Internal Audit Review
| (a) | Ensure the reporting lines between the Audit Committee and the internal auditors are clearly understood and utilized; and |
|---|---|
| (b) | Review and discuss any reports by management regarding the effectiveness of, or any deficiencies in, the design or operation of internal controls and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. |
| --- | --- |
**E.**Additional Duties and Responsibilities
The Audit Committee will also:
| (a) | report regularly to the Board on its discussions and actions, including any significant issues or concerns that arise at its meetings and discussion of the responsibilities, budget and staffing of the listed company’s internal audit function, and shall make recommendations to the Board as appropriate; |
|---|---|
| (b) | meet separately, and periodically, with management, internal auditors, the external auditor and, as is appropriate, internal and external legal counsel and independent advisors in respect of issues not elsewhere listed concerning any other audit, finance or risk matter; |
| --- | --- |
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| (c) | review the appointment of the CFO and any other key financial executives who are involved in the financial reporting process; |
|---|---|
| (d) | review the Corporation’s information technology practices as they relate to financial reporting; |
| --- | --- |
| (e) | annually review Directors’ and Officers’ Liability Insurance Coverage; |
| --- | --- |
| (f) | from time to time, discuss staffing levels and competencies of the finance team with the external auditor; |
| --- | --- |
| (g) | review incidents, alleged or otherwise, as reported by whistleblowers, management, the external auditor, internal or external counsel or otherwise, of fraud, illegal acts or conflicts of interest and establish procedures for receipt, treatment and retention of records of incident investigations; |
| --- | --- |
| (h) | facilitate information sharing with other committees of the Board as required to address matters of mutual interest or concern in respect of the Corporation’s financial reporting; |
| --- | --- |
| (i) | assist Board oversight in respect of issues not elsewhere listed concerning the integrity of the Corporation’s financial statements, the Corporation’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, the performance of the external auditors, and the performance of the internal audit function; |
| --- | --- |
| (j) | have the authority and responsibility to recommend the appointment and the revocation of the appointment of registered public accounting firms (in addition to the external auditors) engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services, and to fix their remuneration. |
| --- | --- |
In addition, the Audit Committee will perform such other functions as are assigned by law and on the instructions of the Board.
| V. | MEETINGS |
|---|
The Audit Committee will meet quarterly, or more frequently at the discretion of the members of the Audit Committee, as circumstances require.
Notice of each meeting of the Audit Committee will be given to each member and, if applicable, to the external auditors. The notice will:
| (a) | be in writing (which may be communicated by fax or email); |
|---|---|
| (b) | be accompanied by an agenda that states the nature of the business to be transacted at the meeting in reasonable detail; |
| --- | --- |
| (c) | include copies of documentation to be considered at the meeting and reasonably sufficient time to review documentation; and |
| --- | --- |
| (d) | be given at least 48 hours preceding the time stipulated for the meeting, unless notice is waived by the Audit Committee members. |
| --- | --- |
A quorum for a meeting of the Audit Committee is a majority of the members present in person, by video conference, webcast or telephone. The Audit Committee may also act by unanimous written consent of its members.
If the Chair is not present at a meeting of the Audit Committee, a Chair will be selected from among the members present. The Chair will not have a second or deciding vote in the event of an equality of votes.
At each meeting, the Audit Committee will meet “in-camera”, without management or external auditors present, and will periodically, and at least annually, meet in separate sessions with the lead partner of the
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external auditor and periodically with the internal auditor (or persons responsible for the internal audit function).
The Audit Committee may invite others to attend any part of any meeting of the Audit Committee as it deems appropriate. This includes other directors, members of management, any employee, the Corporation’s internal or external legal counsel, external auditors, advisors and consultants.
Minutes will be kept of all meetings of the Audit Committee. The minutes will include copies of all resolutions passed at each meeting, will be maintained with the Corporation’s records, and will be available for review by members of the Audit Committee, the Board, and the external auditor. The Audit Committee may choose any person, who need not be a member to act as secretary at any meeting of the Audit Committee.
| VI. | OTHER MATTERS |
|---|
**A.**Review of Charter
The Audit Committee shall review and reassess the adequacy of this Charter at least periodically, as it deems appropriate, and propose recommended changes to the Compensation and Governance Committee.
**B.**Reporting
The Audit Committee shall report to the Board activities and recommendations of each Audit Committee meeting and review with the Board any issues that arise with respect to the quality or integrity of the Corporation’s financial statements, the Corporation’s compliance with legal or regulatory requirements, the performance and independence of the Corporation’s external auditors, management information technology with respect to financial reporting matters, risk management and communication between the parties identified above.
**C.**Evaluation
The Audit Committee’s performance shall be evaluated periodically as deemed necessary by the Compensation and Governance Committee and the Board as part of the Board assessment process established by the Compensation and Governance Committee and the Board.
This Charter was last approved by the Board of Directors on May 28, 2024. A-7
Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS
For the Years Ended December 31, 2025 and 2024
Dated: February 26, 2026
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
GENERAL INFORMATION
This Management’s Discussion and Analysis (“MD&A”) is management’s interpretation of the results and financial condition of IsoEnergy Ltd. and its subsidiaries (“IsoEnergy” or the “Company”) for the year ended December 31, 2025 and includes events up to the date of this MD&A. This discussion should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2025 and 2024 and the notes thereto (the “Annual Financial Statements”) and other corporate filings, including the Annual Information Form for the year ended December 31, 2025 (the “AIF”), which have been filed on and are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. All dollar figures stated herein are expressed in Canadian dollars and referenced as “$”, unless otherwise specified. Monetary amounts expressed in US dollars and Australian dollars are referenced as “US$” and “AUD$”, respectively. This MD&A contains forward-looking information. Please see “Note Regarding Forward-Looking Information” for a discussion of certain of the risks, uncertainties and assumptions used to develop the Company’s forward-looking information.
Technical Disclosure
All scientific and technical information in this MD&A has been reviewed and approved by Dr. Dan Brisbin, P.Geo., Ph.D., IsoEnergy’s Vice-President, Exploration. Dr. Brisbin is a “Qualified Person” for the purposes of National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”). Dr. Brisbin has verified the data disclosed, including sampling, analytical and test data.
All chemical analyses disclosed in this MD&A were completed for the Company by SRC Geoanalytical Laboratories in Saskatoon, Saskatchewan, which is independent of the Company.
All references in this MD&A to “Mineral Resource”, “Inferred Mineral Resource”, “Indicated Mineral Resource”, and “Mineral Reserve” have the meanings ascribed to those terms by the Canadian Institute of Mining, Metallurgy and Petroleum, as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as amended.
For additional information regarding the Company’s 100% owned Larocque East, Tony M, and Radio Projects and its 50% owned Thorburn Lake Project, including its Quality Assurance and Quality Control (“QA/QC”) and data verification procedures, please see the AIF and corresponding technical reports entitled “Technical Report on the Larocque East Project, Northern Saskatchewan, Canada” prepared by SLR Consulting (Canada) Ltd. and dated effective July 8, 2022 (the “Larocque East Technical Report”), “Technical Report on the Tony M Mine, Utah, USA, Report for NI 43-101” prepared by SLR International Corporation and dated effective September 9, 2022 (the “Tony M Technical Report”), “Technical Report for the Radio Project, Northern Saskatchewan” prepared by Tim Maunula, P. Geo. and dated effective August 19, 2016 and “Technical Report for the Thorburn Lake Project, Northern Saskatchewan” prepared by Tim Maunula, P. Geo. and dated effective September 26, 2016, all of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
Each of the Mineral Resource estimates with respect to the properties of IsoEnergy contained in this MD&A, except for the Larocque East Project and the Tony M Mine, are considered to be “historical estimates” as defined under NI 43-101 and are not considered to be current by IsoEnergy. See “Historical Estimates” for additional details. 1
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Differences in United States and Canadian Reporting Practices
This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ in certain material respects from the disclosure requirements promulgated by the Securities and Exchange Commission (the “SEC”). For example, the terms “mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are Canadian mining terms as defined in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the disclosure requirements promulgated by the SEC. Accordingly, information contained in this MD&A may not be comparable to similar information made public by U.S. companies reporting pursuant to SEC disclosure requirements. The Company prepares its financial statements, which are referred to in this MD&A, in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), and the audit of its annual financial statements is subject to auditing and independence standards of the Public Company Accounting Oversight Board in the United States.
Industry and Economic Factors that May Affect the Business
The business of mining for minerals involves a high degree of risk. IsoEnergy is an exploration and development company and is subject to risks and challenges similar to companies in a comparable stage and industry. These risks include, but are not limited to, the challenges of securing adequate capital; exploration, development and operational risks inherent in the mining industry; changes in government policies and regulations; the ability to obtain the necessary permitting; as well as global economic and uranium price volatility; all of which are uncertain.
As with other companies involved with mineral exploration and development, the Company is subject to cost inflation on exploration drilling and development activities and the Company may experience difficulty and / or delays in securing goods (including spare parts) and services from time-to-time.
The underlying value of the Company’s exploration and development assets is dependent upon the existence and economic recovery of Mineral Reserves and is subject to, among others, the risks and challenges identified above. Changes in future conditions could require material write-downs of the carrying value of the Company’s exploration and development assets. The Company does not have any current Mineral Reserves.
In particular, the Company does not generate revenue. As a result, IsoEnergy continues to be dependent on third party financing to continue exploration and development activities on the Company’s properties. Accordingly, the Company’s future performance will be most affected by its access to financing, whether debt, equity or other means. Access to such financing, in turn, is affected by general economic conditions, the price of uranium, exploration risks and the other factors some of which are described in the section entitled “Risk Factors” included below. 2
| ISOENERGY LTD. |
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| For the years ended December 31, 2025 and 2024 |
ABOUT ISOENERGY
IsoEnergy was incorporated on February 2, 2016 under the Business Corporations Act (British Columbia) to acquire certain exploration assets of NexGen Energy Ltd. (“NexGen”). On October 19, 2016, IsoEnergy was listed on the TSX Venture Exchange (“TSXV”). On June 20, 2024, the Company completed its continuance from the province of British Columbia to the province of Ontario under the same name. The Company’s common shares were delisted from the TSXV and began trading on the Toronto Stock Exchange (the “TSX”) on July 8, 2024 under the trading symbol “ISO”. On March 20, 2025, the Company completed the consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for every four pre-consolidation common shares (the “Share Consolidation”). Throughout this MD&A, all references to common shares, stock options, restricted share units and per share amounts are restated to reflect post-Share Consolidation amounts where applicable. The Share Consolidation was implemented in connection with the Company’s application to list its common shares on the NYSE American LLC (the “NYSE American”). On May 5, 2025, the Company’s common shares began trading on the NYSE American under the trading symbol “ISOU”. As of the date hereof, NexGen holds approximately 30.0% of IsoEnergy’s outstanding common shares.
The principal business activity of IsoEnergy is the acquisition, exploration and development of uranium mineral properties in Canada, the United States, and Australia.

* Equity holdings include investments in NexGen, Premier American Uranium Inc., Atha Energy Corp., Purepoint Uranium, Future Fuels Inc., Jaguar Uranium Corp., and Orpheus Uranium Ltd. based on market close of February 16, 2026, and Royal Uranium Inc. at cost on the same date.
The Company is currently advancing its Larocque East Project in the Athabasca Basin, Saskatchewan, Canada, which is home to the Hurricane deposit (“Hurricane” or the “Hurricane Deposit”), which has the world’s highest grade published Indicated uranium Mineral Resource – 48.6 million pounds of U3O8 at an average grade of 34.5% contained in 63,800 tonnes. The Company also holds a portfolio of permitted, past-producing conventional uranium mines in Utah with toll milling agreements in place with Energy Fuels Inc. (“Energy Fuels”). These mines are currently on stand-by, ready for a potential restart as market conditions permit, positioning IsoEnergy as a near-term uranium producer. The Company also has a 50% interest in a joint venture formed on December 18, 2024 with Purepoint Uranium Group Inc. (“Purepoint Uranium”), with respect to a portfolio of exploration projects in the Athabasca Basin (the “Purepoint Joint Venture”). The Company’s projects are at varying stages of exploration and development, providing near, medium, and long-term leverage to rising uranium prices. None of the Company’s projects are currently in production and no decisions have been made to bring any of the Company’s projects to the production stage. 3
| ISOENERGY LTD. |
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| For the years ended December 31, 2025 and 2024 |
IsoEnergy’s uranium mineral properties are reflected below.

| 1. | For additional information please refer to the Tony M Technical Report (as defined herein). |
|---|---|
| 2. | This estimate is a “historical estimate” as defined under NI 43-101. A Qualified Person has not done sufficient work to classify the historical estimate as current Mineral Resources and the Company is not treating the historical estimate as current Mineral Resources. See “Historical Estimates” below for additional details. |
| --- | --- |
| 3. | For additional information please refer to the Larocque East Technical Report (as defined herein). |
| --- | --- |
| 4. | Jurisdiction rankings are based on the Investment Attractiveness Index from the Fraser Institute Annual Survey of Mining Companies 2024. |
| --- | --- |
As an exploration stage company, IsoEnergy does not have revenues and is expected to generate operating losses. As of December 31, 2025, the Company had cash and cash equivalents of $62,906,168, an accumulated deficit of $103,671,645, and adjusted working capital of $116,743,618 (as defined in “Non-IFRS Financial Measures” below).
2025 AND YEAR-TO-DATE 2026 HIGHLIGHTS
| ● | Exploration update in the Athabasca Basin and Utah |
|---|
A total of 15,597 metres of drilling in 39 diamond drill holes were completed in 2025 at the Larocque East Project focused on the Larocque regional geological-geophysical corridor (the “Larocque Trend”), which hosts the Hurricane Deposit (Figure 4). Drilling intersected strongly elevated radioactivity and uranium geochemistry along the eastern extensions of the Hurricane Deposit’s Main and South trends (Figure 2), in drill hole LE25-218 50 m north of the deposit (Figure 4), as well as at Area D, 2.8 kilometres east (Figure 4), highlighting the potential for additional uranium zones near the deposit and along the Larocque Trend. The winter 2026 exploration program at the Larocque East Project in which 5,200 m of drilling in up to 13 diamond drill holes are planned, has commenced. The summer 2025 exploration drilling program at the Hawk project was completed; as well as the inaugural drill program at the Dorado project, operated through the Purepoint Joint Venture, that resulted in the discovery of a new uranium occurrence named the Nova zone.
Exploration programs completed in 2025 at other exploration projects in Canada include helicopter-borne MobileMT surveys at the East Rim and Evergreen projects, ground electromagnetic (“EM”) and Ambient Noise Tomography (“ANT”) surveys on the Hawk project, and prospecting work at the Bulyea River project in the Athabasca Basin, as well as ground geophysical and geochemical surveys at the Matoush project and airborne geophysical surveys at the Dieter Lake project in Quebec.
The Company commenced its 2025 exploration program in Utah in summer 2025. The program includes an initial drilling campaign on the Flatiron claims area of the Henry Mountains property, and geological fieldwork at the Daneros and Sage Plain projects. The work is currently ongoing and the results of the exploration program are expected to guide future exploration targets. 4
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
| ● | Commencement of key work programs at Tony M |
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The Company has initiated several work programs at the Tony M Mine that are intended to optimize operational readiness and reduce potential future production costs. A bulk sample program has commenced and is a critical step in defining the scope and economics of potential future production. Technical studies completed in 2025 included ore sorting and High-Pressure Slurry Ablation (“HPSA”) testing programs, as well as an enhanced evaporation study. Other technical studies are planned for 2026. The Tony M Mine remains fully permitted and the results of the bulk sample program and technical studies will assist in the planning of, and the determination of a uranium price, that may support mining activities at the Tony M Mine.
| ● | Exercise of put option on Joint Venture Agreement with Purepoint Uranium |
|---|
On January 14, 2025, the Company exercised a put option to sell to Purepoint Uranium 10% of the Company’s initial participation interest in the Purepoint Joint Venture in exchange for 4,000,000 common shares of Purepoint Uranium. After the exercise of the put option, each of the Company and Purepoint Uranium holds a 50% interest in the Purepoint Joint Venture.
| ● | Terminated transaction with Anfield Energy |
|---|
On January 14, 2025, Anfield Energy Inc. (“Anfield Energy”) provided IsoEnergy with notice of termination of the previously announced arrangement agreement pursuant to which, among other things, IsoEnergy agreed to acquire all the issued and outstanding common shares of Anfield Energy by way of a court-approved plan of arrangement (the “AEC Arrangement”). IsoEnergy had provided a bridge loan (“Bridge Loan”) to Anfield Energy in the form of a promissory note of approximately $6.0 million and an indemnity for up to US$3.0 million in principal (the “Indemnity”) with respect to certain of Anfield Energy’s property obligations. On January 21, 2025, the Bridge Loan was fully repaid, including accrued interest at 15% per annum. On March 3, 2025, the Indemnity was released in full.
| ● | Sale of Mountain Lake property |
|---|
On February 14, 2025, the Company completed the sale of its Mountain Lake property located in Nunavut pursuant to an asset purchase agreement with Future Fuels Inc. (“Future Fuels”). As consideration for this sale, the Company received 12,500,000 common shares of Future Fuels on closing, a 2% net smelter returns royalty (“NSR”) payable on all future uranium production from Mountain Lake, of which half can be repurchased by Future Fuels for $1.0 million, and a 1% NSR payable on all future uranium production on all other Future Fuels properties. The Company received another 2,500,000 common shares of Future Fuels in October 2025, which was the earliest date practicable that would not result in the Company owning or controlling more than 19.99% of all outstanding common shares of Future Fuels.
| ● | Flow Through Financing and Concurrent Private Placement |
|---|
On February 28, 2025, the Company closed a “bought deal” financing whereby the Company issued 1,333,825 “flow-through” common shares at a price of $15.00 per share, for gross proceeds of approximately $20.0 million (the “February 2025 Financing”). The underwriters were paid a cash commission of 6.0% of the gross proceeds of the February 2025 Financing.
Concurrent with the February 2025 Financing, the Company completed a non-brokered private placement whereby the Company issued 625,000 common shares to NexGen at a price of $10.00 per share for total gross proceeds of approximately $6.3 million (the “2025 Concurrent Private Placement”). The 2025 Concurrent Private Placement enabled NexGen to maintain its pro-rata ownership interest in the Company.
5
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
| ● | Listing on the NYSE American |
|---|
On May 5, 2025, the Company’s common shares commenced trading on the NYSE American under the trading symbol “ISOU”.
| ● | Sale of royalty assets |
|---|
On May 15, 2025, the Company completed the sale of all the current royalty interests held by IsoEnergy and a subsidiary with respect to properties in Nunavut and Argentina, to Royal Uranium Inc. (“Royal Uranium”) in consideration for 8,000,000 Royal Uranium shares at a price of $0.35 per share, for total proceeds of $2,800,000.
| ● | Bought Deal Financing |
|---|
On June 24, 2025, the Company closed a “bought deal” financing whereby the Company issued 5,121,500 common shares at a price of $10.00 per share for gross proceeds of $51.2 million (the “June 2025 Financing”). The underwriters were paid a cash commission of 5% of the gross proceeds of the June 2025 Financing. NexGen participated in the June 2025 Financing and purchased 1,200,000 common shares in order to maintain its pro-rata ownership interest in the Company.
| ● | Sustainability Report |
|---|
On July 15, 2025, the Company released its inaugural sustainability report for the year ended December 31, 2024 (the “Sustainability Report”). The Sustainability Report highlights the Company’s progress in advancing its global uranium portfolio with a focus on environmental stewardship, Indigenous partnerships, and responsible governance, and marks a milestone in the Company’s evolution. The full Sustainability Report is available on the Company’s website at www.isoenergy.ca.
| ● | Proposed Acquisition of Toro Energy Limited |
|---|
On October 12, 2025, the Company and Toro Energy Limited (“Toro Energy”) entered into a scheme implementation deed (the “SID”) pursuant to which IsoEnergy, through one of its wholly owned subsidiaries, has agreed to acquire all of the issued and outstanding ordinary shares of Toro Energy (the “Toro Energy Shares”) by way of a scheme of arrangement under Australia’s Corporations Act 2001 (Cth) (the “Toro Scheme”). Toro Energy is an Australian Securities Exchange (“ASX”) listed company that owns 100% of the Wiluna uranium project in Western Australia, Australia, as well as other exploration stage uranium properties in Australia.
Under the terms of the SID, shareholders of Toro Energy (the “Toro Energy Shareholders”) will receive 0.036 of a common share of IsoEnergy for each Toro Energy Share. Completion of the Toro Scheme is subject to various conditions, including but not limited to: approval of Toro Energy Shareholders; court approval; applicable regulatory approvals, including approval of the ASX, TSX, and NYSE American; and an independent expert concluding and continuing to conclude that the Toro Scheme is in the best interests of Toro Energy Shareholders.
The SID includes customary representations and warranties for a transaction of this nature, as well as notification obligations and a matching right regime in the event any superior proposal is received by Toro Energy. The SID also provides for customary deal-protection measures, including a break fee of approximately AUD$700,000, payable by either IsoEnergy or Toro Energy in certain circumstances.
Following the completion of the Toro Scheme, the IsoEnergy common shares will continue to trade on the TSX and NYSE American and the Toro Energy Shares will be delisted from the ASX. The Toro Scheme is expected to close in the first half of 2026. 6
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
| ● | Base Shelf Prospectus |
|---|
The Company filed a final base shelf prospectus (the “Prospectus”) in Canada and a registration statement in the United States on January 13, 2026. The Prospectus provided for the offering up to $250 million in aggregate of common shares, warrants, units, debt securities, and subscription receipts of the Company in Canada and the United States for a period of 25 months following the filing of the Prospectus.
| ● | 2026 Financing and Concurrent Private Placement |
|---|
On January 27, 2026, the Company closed a “bought deal” financing whereby the Company issued 3,833,410 common shares at a price of $15.00 per share for gross proceeds of approximately $57.5 million (the “2026 Financing”). The underwriters were paid a cash commission of 5% of the gross proceeds of the 2026 Financing.
Concurrent with the 2026 Financing, the Company completed a non-brokered private placement whereby the Company issued 1,666,667 common shares to NexGen at a price of $15.00 per share for gross proceeds of approximately $25.0 million (the “2026 Concurrent Private Placement”). The 2026 Concurrent Private Placement enabled NexGen to maintain its pro-rata ownership interest in the Company.
DISCUSSION OF OPERATIONS
Year ended December 31, 2025
During the year ended December 31, 2025, the Company incurred $24,161,839 of exploration and evaluation spending on its exploration properties globally, as set out below. Most of the expenditures were at the Company’s Larocque East Project in the Athabasca Basin as further discussed below. See “Outlook” below for future exploration plans.
Exploration and evaluation spending
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Canada | | United States | | Australia | | Total | ||||
| Drilling | | $ | 7,821,156 | | $ | 397,746 | | $ | — | | $ | 8,218,902 |
| Geological and geophysical | | 3,330,111 | | 134,975 | | 283,024 | | **** | 3,748,110 | |||
| Labour and wages | | 1,913,377 | | 1,311,461 | | 8,871 | | **** | 3,233,709 | |||
| Camp costs | | 2,180,807 | | 41,733 | | 69,269 | | **** | 2,291,809 | |||
| Studies and mine site management | | 124,041 | | 1,525,816 | | — | | **** | 1,649,857 | |||
| Claim holding costs and advance royalties | | 73,058 | | 765,577 | | 228,458 | | **** | 1,067,093 | |||
| Travel | | 385,270 | | 101,682 | | 64,016 | | **** | 550,968 | |||
| Community relations | | 541,625 | | — | | — | | **** | 541,625 | |||
| Geochemistry and assays | | 415,649 | | 25,929 | | 23,744 | | **** | 465,322 | |||
| Health and safety and environmental | | 289,535 | | 11,533 | | 66,696 | | **** | 367,764 | |||
| Net extension of claim refunds | | (71,408) | | — | | — | | **** | (71,408) | |||
| Other | | 569,380 | | 359,155 | | 20,031 | | **** | 948,566 | |||
| Cash expenditures | | $ | 17,572,601 | | $ | 4,675,607 | | $ | 764,109 | | $ | 23,012,317 |
| Share-based compensation | | 893,360 | | 476,215 | | 11,018 | | **** | 1,380,593 | |||
| Foreign exchange movements | | — | | (251,554) | | 20,483 | | **** | (231,071) | |||
| Total expenditures | | $ | 18,465,961 | | $ | 4,900,268 | | $ | 795,610 | | $ | 24,161,839 |
7
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Canada
Expenditures on the Company’s properties in the Athabasca Basin (Figure 1) and Quebec were primarily focused on the following projects during the year ended December 31, 2025:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Larocque East | | Hawk | | Purepoint JV | | East Rim | | Other | | Total | ||||||
| Drilling | | $ | 4,725,149 | | $ | 1,809,965 | | $ | 1,286,042 | | $ | — | | $ | — | | $ | 7,821,156 |
| Geological and geophysical | | 122,066 | | 911,135 | | 62,584 | | 799,979 | | 1,434,347 | | 3,330,111 | ||||||
| Camp costs | | 1,170,260 | | 606,487 | | 255,907 | | — | | 148,153 | | 2,180,807 | ||||||
| Labour and wages | | 1,014,640 | | 319,034 | | 247,224 | | 75,689 | | 256,790 | | 1,913,377 | ||||||
| Community Relations | | 279,082 | | 138,051 | | 67,506 | | 20,592 | | 36,394 | | 541,625 | ||||||
| Geochemistry and assays | | 257,665 | | 39,744 | | 75,515 | | — | | 42,725 | | 415,649 | ||||||
| Travel | | 224,865 | | 16,286 | | 34,281 | | — | | 109,838 | | 385,270 | ||||||
| Health and safety and environmental | | 274,047 | | 8,074 | | 2,903 | | 1,208 | | 3,303 | | 289,535 | ||||||
| Studies | | — | | — | | — | | — | | 124,041 | | 124,041 | ||||||
| Claim holding costs | | — | | — | | — | | — | | 73,058 | | 73,058 | ||||||
| Net extension of claim refunds | | — | | — | | — | | — | | (71,408) | | (71,408) | ||||||
| Other | | 68,456 | | 29,710 | | 196,595 | | 1,981 | | 272,638 | | 569,380 | ||||||
| Cash expenditures | | $ | 8,136,230 | | $ | 3,878,486 | | $ | 2,228,557 | | $ | 899,449 | | $ | 2,429,879 | | $ | 17,572,601 |
| Share-based compensation | | 432,835 | | 216,281 | | 120,406 | | 50,101 | | 73,737 | | 893,360 | ||||||
| Total expenditures | | $ | 8,569,065 | | $ | 4,094,767 | | $ | 2,348,963 | | $ | 949,550 | | $ | 2,503,616 | | $ | 18,465,961 |
8
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Figure 1 – Location of the Company’s exploration projects in the eastern Athabasca Basin, highlighting projects on which work is planned in 2026

Larocque East Project
Winter 2025 – Diamond Drilling and Geophysical Work
The winter 2025 drilling program focused on testing resource expansion targets near the Hurricane Deposit and at Target Area D 2.8 kilometres east of Hurricane along the prospective Larocque Trend, where ANT surveys in 2023 and 2024 outlined prospective velocity anomalies. The winter 2025 drilling program was designed to drill at these identified targets and 17 diamond drill holes totalling 6,396 metres were completed. The drilling intersected strongly elevated radioactivity and uranium geochemistry in six holes along the eastern extensions of the Hurricane Deposit Main and South trends, as well as at Area D, highlighting the potential for additional zones of uranium mineralization both immediately on strike of Hurricane and regionally along the 9 kilometres of the Larocque Trend on the Project (Figures 2 and 4).
A total of 13 holes were completed to test three interpreted structural trends at Hurricane (Figure 2). Four holes (LE25-194, 195, 198, 203) were drilled to test the projected eastern extension of the faults that control the main high-grade portion of Hurricane (the “Main Trend”). Seven holes (LE25-197, 199, 200, 201, 207, 208, 210) were drilled to test the projected extension of faults that control the Hurricane southern high-grade lens (the “South Trend”). Two holes (LE25-196, 205A) were drilled to test a structure intersected in historic drill holes in the middle sandstone north of Hurricane at the unconformity. 9
| ISOENERGY LTD. |
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| For the years ended December 31, 2025 and 2024 |
Drilling in the Main Trend, hole LE25-194 intersected 0.872% U3O8 over 0.5 metres within a 3.5 metre interval of 0.313% U3O8 in the basal sandstone immediately above the unconformity at 319.7 metres. Hole LE25-198 intersected 0.114% U3O8 over 0.5 metres in the basal sandstone 1.0 metres above the unconformity at 316.5 metres. The spectral mineralogy of the sandstone column is dominated by illite, with lesser kaolinite and dickite for 115 metres up hole of the unconformity.
In the South Trend, hole LE25-207 was drilled between holes LE21-101 and LE22-115A to test for continuity of mineralization. Hole LE25-207 intersected the unconformity at 323.8 metres and returned 1.61% U3O8 over a 0.5 metre interval in the basal sandstone immediately above the unconformity and a second 0.5 metres interval at 1.71% U3O8 4.5 metres below the unconformity. Hole LE25-210 was drilled 480 metres east of Hurricane and intersected the unconformity at 320.6 metres. It returned 0.486% U3O8 over a 0.5 metre interval, located three metres below the unconformity, and a 2.5 metre interval from 1.5 metres above the unconformity to 1.0 metres below the unconformity returned an average of 0.115% U₃O₈. LE25-197, intersected the unconformity at 332.5 metres on the South Trend approximately 30 metres east of the deposit. It intersected 0.056% U3O8 over 1.0 metres above the unconformity.
Drilling in Area D along the Larocque Trend had the best radioactivity intercept to date outside of the Hurricane deposit area and confirms regional potential. Four holes (LE25-202, 204, 206 and 209) were completed during the winter (Figure 4). Three holes were completed on one section in the northwest end of Target Area D in which strongly anomalous radioactivity was intersected are summarized below.
Drill hole LE25-202, completed 2.8 kilometres east of the Hurricane deposit intersected the best mineralized intersection on the project outside of the Hurricane deposit area. The intersection returned 1.05% U3O8 over 0.5 metres approximately 20 metres down hole from the unconformity at 270.3 metres in a broader interval that returned 0.583% U3O8 over 1.5 metres. Follow-up holes LE25-204 and LE25-206 intersected prospective alteration and structure but did not extend the mineralization on section. Additional drill testing was done along strike in the summer (see below) and is planned for winter 2026.
A new geophysical model generated from joint inversion of ground loop domain EM and direct current resistivity data collected during historic EM and resistivity surveys, has highlighted a previously underexplored conductive structure 800 metres north of the main Hurricane conductor (Figure 5). This 2,500-metre trend has been inadequately tested by two historic drill holes, which is referred to as Area K and exhibits two geophysical features like those at Hurricane (Figure 4). It was tested by two diamond drill holes in the summer program (see below).
Summer 2025 – Diamond Drilling and Resource Expansion
The summer 2025 drilling program targeted 22 diamond drill holes totalling 9,561 metres that tested Areas D, E, F, and K along a six-kilometre prospective segment of the Larocque Trend east of the Hurricane Deposit and resource expansion targets near the deposit (Figure 4).
At Target D, five drill holes were completed along strike of the LE25-202 uranium intersection in the summer. Hole LE25-215 was drilled on strike to the northeast; and LE25-222, 225/225c1, 227 and 232 were drilled southwest of LE25-202. The highest radioactivity encountered was 300 counts per second (“cps”) over 0.1 metres in graphitic pelite 6 metres below the unconformity at 257.5 metres in LE25-232.
Also in Target Area D, drill holes LE25-213, 217, 219A, 226A, and 229B were completed in the summer, all on a parallel trend to the southeast of LE25-202. The highest radioactivity was 260 cps over 0.5 metres at the unconformity at 275.5 m in LE25-213. This hole was drilled 195 metres east-northeast of LE22-116 which intersected 369 parts per million uranium partial (“ppm U-p”) over 0.5 metres in basal sandstone and 2,750 ppm U-p over 0.5 metres immediately below the unconformity in the basement 10
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
At Target E, two summer drill holes provided initial tests of a one-by-two-kilometre ANT anomaly interpreted to reflect folded graphitic-pyritic gneisses disrupted by northeast-trending faults. Hole LE25-224 was completed in the southeast end of Target Area E to follow up on LE24-192, drilled in 2024, which intersected 2.0 metres averaging 495 parts per million straddling the unconformity. Hole LE25-224 intersected 0.035% U3O8 over 1.0 metre in the basal sandstone immediately above the unconformity at 226.5 metres.
At Target F, Hole LE25-221 evaluated coincident conductor, resistivity, and ANT anomalies within a structurally complex corridor. At Target K, a newly defined 2.5-kilometre conductive trend located 800 metres was tested through EM surveying and two reconnaissance summer drill holes (holes LE25-228 and LE25-230) (Figure 4). The data collected will support ongoing refinements to the geophysical model and future targeting in this emerging area.
Summer drill holes LE25-220A and LE25-231, which were drilled on the Hurricane Main Trend east of the deposit. LE25-220A intersected the unconformity 150 metres east of LE25-194 at a depth of 369.0 m. Immediately below the unconformity, a 0.5 m interval returned 0.295% U3O8. LE25-231 intersected the unconformity 15 metres north of LE25-220A. It intersected an average of 313 cps measured on the core over a 1.0 metre interval 1.0 metres below the unconformity at 326.0 metres, within a strongly bleached and clay-altered semipelitic gneiss.
Drill holes LE25-211, LE25-212A, LE25-214 and LE25-216 were completed on the Hurricane South Trend during the summer. The highest radioactivity measured on drill core in these holes was 650 cps over 0.1 metres associated with limonitic clay-chlorite alteration immediately below the unconformity at 331.0 metres in LE25-216. The prospectivity of the Southern Trend remains strong, particularly given that it remains open to the east of LE25-212A. This is supported by mineralization intersected near the unconformity in drill holes LE25-207, LE25-210, LE21-101 and LE22-115A. In addition, clay mineralogy within the sandstone column of the 12 holes drilled in 2025 is dominated by illite, with lesser amounts of kaolinite and chlorite, which is an assemblage consistent with prospective hydrothermal alteration associated with unconformity-related uranium systems.
North of the Hurricane deposit, LE25-218 was drilled to test the unconformity down-dip of anomalous uranium geochemistry and alteration mineralogy intersected in the sandstone column in 2020 drill hole LE20-56. LE25-218 intersected 0.312% U3O8 over a 0.5 metre interval within a graphitic cordierite pelite seven metres below the unconformity at 368.6 metres. This graphitic basement unit is interpreted to be about 30 metres north of the graphitic host rocks and faults that underlie the Hurricane deposit.
Across both the winter and summer 2025 drill programs, mineralized intervals were intersected in nine drill holes and continued testing of potential resource expansion targets at Hurricane will be a focus of the winter 2026 drilling program which is in progress. Drilling of approximately 5,200 metres in up to 13 holes are planned for the winter 2026 drilling program. The Company is integrating the full suite of geochemical assays and structural interpretations of the summer 2025 drill program with existing interpretations at Larocque East. Once finalized, the integrated results will fully inform 2026 drill targets at Larocque East.
See the Company’s press releases dated April 23, 2025 entitled “IsoEnergy Intersects Strongly Elevated Radioactivity in Multiple Holes Immediately Along Strike of Hurricane and In Step-Out Target Area D, 2.8km East”, dated June 12, 2025 entitled “IsoEnergy Commences Athabasca Basin Summer 2025 Exploration Program”, dated December 3, 2025 entitled “IsoEnergy Provides 2025 Athabasca Basin Exploration Update and Prepares to Launch Winter Exploration Programs Including Drilling at Larocque East”, and dated January 20, 2026 entitled “IsoEnergy Commences 2026 Winter Drilling Program at the Larocque East Project, Athabasca Basin” for additional information regarding the results of the 2025 winter exploration program and 2025 summer exploration program, as well as plans for the winter 2026 exploration program. 11
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Figure 2 – Location of winter 2025 drill holes with respect to the Hurricane Deposit resource footprint (blue) and the ANT seismic low velocity zone in which the deposit occurs, and projected Hurricane mineralization-controlling fault zones. RS-125 spectrometer values are highest averages over 0.5 metre intervals.

12
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Figure 3 – Main Trend: Cross section through LE25-194 and LE25-203 on the Main Trend looking east.

13
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Figure 4 – Map of the Larocque Trend showing Hurricane, drill hole unconformity intercept locations, electromagnetic conductor traces, ANT seismic velocity anomalies, and winter 2026 drill target areas. Geochemical and radiometric results for mineralized intervals in the nine highlighted drill holes are provided in Table 1.

14
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Figure 5 – Joint resistivity – electromagnetic inversion model of the Larocque East project that highlights an untested 2,500m northern conductivity trend

Purepoint Joint Venture – Dorado Project
2025 – Drilling and Geophysical Work
Drilling at the Q48 target at the Dorado project, which was completed by Purepoint Uranium as the operator of the exploration program, intersected uranium mineralization in four holes and led to the “Nova Discovery” intercepts at the Q48 target area. The recent Nova Discovery further defines the mineralized trend at the Q48 target as a steeply dipping, uranium-bearing structure hosted within the basement rocks, underscoring the potential scale and strength of the system emerging at the Dorado project.
Drill hole PG25-04 is located approximately 800 metres northwest of the Company’s previous drilling completed in 2022 (Figure 6). This drill hole was collared with a dip of -60 degrees and encountered Athabasca sandstone to a depth of 321 metres. Clay altered granitic gneiss and pegmatites were drilled to 393 metres then garnet-rich pelitic gneiss, with local pyrite and graphite, was drilled to the completion depth of 489 metres. The altered radioactive gouge seams were hosted by a chloritized pegmatite and returned an average of 64,220 cps over 0.4 metres. Drill hole PG25-05 was collared using the same azimuth as PG25-04 and intercepted radioactive structure approximately 40 metres up-dip of the latter hole (Figure 8). This drill hole encountered unconformity at 309 metres, clay altered granitic gneiss and pegmatites to 371 metres, then garnet-rich pelitic gneiss, with local pyrite and graphite, was drilled to the completion depth of 498 metres. Assay results received from drill holes PG25-04 and PG25-05 validate the significance of the mineralization encountered at the Q48 target. The PG25-05 sample returned 1.0 metre grading 2.2% U3O8, including 0.3 metres at 5.4% U3O8. The PG25-04 sample returned 0.6 metres grading 1.0% U3O8. 15
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Drill hole PG25-06 targeted the brittle fault associated with mineralization at the unconformity (Figure 7). The drill hole was collared with a dip of -64 degrees and encountered Athabasca sandstone to a depth of 316 metres. Granitic gneiss displaying paleo-weathering alteration was drilled to 341 metres then generally unaltered granite, pegmatites and pelitic gneiss was drilled to the completion depth of 482 metres. Projection of the Nova Discovery zone mineralization suggests the radioactive sandstone interval of 1,040 cps over 2.3 metres in the Mount Sopris 2PGA-1000 downhole gamma probe is related to the primary mineral structure.
Hole PG25-07A was collared from the PG25-04 drill pad and initial deviation resulted in a large 70 metre step out to the northeast of the PG25-05 mineralized intercept. The unconformity was intersected at a depth of 309 metres and the drill hole intercepted the radioactive structure approximately 40 metres up-dip of PG25-04. From the unconformity, granitic gneiss was encountered to a depth of 392 metres that was initially clay altered for 5 metres, unaltered for 36 metres, then became chloritized and silicified for 49 metres. Chloritized pelitic gneiss was drilled from 392 to 441 metres, graphitic and pyritic pelitic gneiss to 459 metres, followed by granitic gneiss and pegmatites with minor pelitic gneiss to the completion depth of 548 metres.
The PG25-07A Nova zone mineralization starts within granitic gneiss at 382.3 metres and extends into pelitic gneiss to a depth of 396.3 metres returning an average of 11,100 cps over 14.0 metres. A primary mineralized structure of the Nova zone is hosted in sheared, reddish-brown altered granitic gneiss with pitchblende that returned an average of 82,300 cps over 0.6 metres with a peak of 110,800 cps. A second strongly mineralized interval occurs within lost pelitic gneiss core and returned an average of 46,000 cps over 0.4 metres. Assay results received from drill hole PG25-07A (Figure 7) returned 2.1 metres grading 1.6% U3O8, including 0.4 metres at 8.1% U3O8 and an additional 4.9 metres at 0.52% U3O8. This represents the most significant assay intervals reported to date from the Nova discovery zone.
The Q48 target zone lies within the southern portion of the Dorado project and is characterized by a steeply dipping, north-south trending conductive package identified through geophysical surveys. Drilling by the Company in 2022 confirmed that the conductive trend at the Q48 target hosts structure, shearing, and alteration, characteristics of uranium-bearing hydrothermal systems in the Athabasca Basin. The recently discovered Nova zone shows mineralization within granitic gneiss at 382.3 metres and extends into pelitic gneiss to a depth of 396.3 metres returning an average of 11,100 cps over 14.0 metres. A primary mineralized structure of the Nova zone is hosted in sheared, reddish-brown altered granitic gneiss with pitchblende that returned an average of 82,300 cps over 0.6 metres with a peak of 110,800 cps.
Drilling at the Turaco target area is complete and totalled 832 metres in two holes, targeting two parallel, newly reinterpreted airborne EM conductors within Zone 3. While neither hole encountered anomalous radioactivity, the results will help calibrate the Dorado project’s updated geophysical model. Drilling at the Serin Grid is complete and totalled 1,032 metres in two holes. Anomalous radioactivity was hosted by a 6- metre-wide chloritized pegmatite in drill hole SL25-11.
The 2026 exploration program includes plans to drill 7,450 metres in 17 holes, of which 10 of those drill holes are planned in winter 2026 with the aim to advance the Nova Discovery. Planned drilling at the Nova Discovery will focus on the corridor between drill holes PG25-03 and PG25-07A (Figure 7).
The full suite of geochemical assays and structural interpretations of the summer 2025 drill program, once received, will be used to fully inform 2026 drill targets and exploration targets for the 2026 drill and exploration programs at the Dorado project.
See the Company’s press releases dated July 8, 2025 entitled “IsoEnergy and Purepoint Confirm Uranium Discovery In Initial Drilling at the Dorado Joint Venture Project”, dated July 23, 2025 entitled “IsoEnergy and Purepoint Extend High-Grade Mineralization at the Dorado JV with a 70 Metre Step-Out Peaking at 110,800 CPS”, dated August 6, 2025 entitled “IsoEnergy and Purepoint Report Assay Grades of up to 5.4% U3O8 from Initial Holes at the Nova Discovery on the Dorado JV”, and dated September 18, 2025 entitled “IsoEnergy and Purepoint Intersect Up to 8.1% U3O8at Dorado Project” for additional information regarding the results of the 2025 exploration program at the Dorado project. 16
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Figure 6 – Location of Q48 Nova Discovery, Q2, Turaco, and Serin target areas, the initial focus of the 2025 drill program

Figure 7 – Location map of 2025 drill program at Q48 target area and the new Nova Discovery

17
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Hawk
Exploration work for summer 2025 at the Hawk project, included geophysical surveying and drilling. A stepwise moving loop EM survey was completed to more accurately locate conductors for drill hole targeting, and ANT surveys were completed over the northern portion of the project to test for the extension of the existing ANT velocity anomaly along the conductivity corridor in an area where there is 35 metres of unconformity elevation change between 2023 drill holes HK23-01 and HK23-02.
Four diamond drill holes totalling 3,591 metres were drilled in 2025 after interpretations of 2025 geophysical survey results were received and integrated with existing geoscience information. The drilling was done to target coincident EM conductors and ANT velocity anomalies along a sparsely drill-tested 15-kilometre-long prospective corridor. Previous drilling at the Hawk project intersected structural disruption, alteration, and elevated uranium geochemistry and radiometric responses, which are consistent with a setting conductive to unconformity-style uranium mineralization (Figure 8). Interpretations are being updated to incorporate the new information to underpin future drill hole target definition on the project.
Figure 8 – Compilation map of Hawk project showing labeled 2025 drill hole locations, unlabeled previous drill hole locations (both at the unconformity), and interpreted ground electromagnetic survey conductors, on a plan view of the Z-Axis Tipper Electromagnetic conductivity model 50 metres below the unconformity.

East Rim
A helicopter-borne MobileMT conductivity and magnetic survey was completed over the East Rim project in 2025. Additional geophysical surveys and interpretation are planned for the East Rim project in 2026. Data processing and interpretation are in progress and information obtained for the survey will inform targets for future exploration programs on the East Rim project. 18
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Other Canadian projects
The majority of exploration and evaluation costs incurred for other projects in Canada during the year ended December 31, 2025, relate to a helicopter-borne MobileMT conductivity and magnetic survey over the Evergreen project, a helicopter-borne radiometric survey, and field geology and prospecting on the Bulyea River project, assessment report writing and community engagement payments accrued for properties in the Athabasca Basin, ground geophysical and geochemical survey fieldwork at the Matoush property in Quebec, and an airborne geophysical survey at the Dieter Lake property in Quebec. See “Outlook” below for further details on the 2026 exploration program plans for the Company’s properties in Canada.
United States
Expenditure on the Company’s properties in the United States was as follows during the year ended December 31, 2025:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Tony M | | Henry Mountains | | Coles Hill | | Other | | Total | |||||
| Studies and mine site management | | $ | 805,029 | | $ | — | | $ | 720,787 | | $ | — | | $ | 1,525,816 |
| Labour and wages | | 834,536 | | 419,183 | | 35,283 | | 22,459 | | 1,311,461 | |||||
| Claim holding costs and advance royalties | | 464,482 | | 80,920 | | — | | 220,175 | | 765,577 | |||||
| Drilling | | — | | 397,746 | | — | | — | | 397,746 | |||||
| Geological and geophysical | | — | | 13,723 | | — | | 121,252 | | 134,975 | |||||
| Travel | | 10,887 | | 51,462 | | 12,117 | | 27,216 | | 101,682 | |||||
| Camp costs | | — | | 41,244 | | — | | 489 | | 41,733 | |||||
| Geochemistry and assays | | — | | 25,929 | | — | | — | | 25,929 | |||||
| Health, safety and environmental | | 4,347 | | — | | — | | 7,186 | | 11,533 | |||||
| Other | | 69,503 | | — | | — | | 289,652 | | 359,155 | |||||
| Cash expenditures | | $ | 2,188,784 | | $ | 1,030,207 | | $ | 768,187 | | $ | 688,429 | | $ | 4,675,607 |
| Share-based compensation | | 257,179 | | 160,279 | | — | | 58,757 | | 476,215 | |||||
| Foreign exchange movements | | (117,760) | | (55,427) | | — | | (78,367) | | (251,554) | |||||
| Total expenditures | | $ | 2,328,203 | | $ | 1,135,059 | | $ | 768,187 | | $ | 668,819 | | $ | 4,900,268 |
Tony M Mine
The Company commenced a bulk sample program in late 2025, which is to involve the extraction of up to 2,000 tons of mineralized material over a 12-14 week period. The bulk sample program is being executed using contract mining services provided by GenX Mining Contractors, LLC and the mineralized material will be transported to and processed at the White Mesa Mill in Utah, which is operated by Energy Fuels.
The Company also completed ore sorting and HPSA testing programs to evaluate material processing and reduce haulage and operating costs, as well as an evaporation study with the aim to reduce capital costs and increase evaporation rates at the existing evaporation pond infrastructure at the Tony M Mine. For the ore sorting study, the Company engaged Steinert Group to test sensor-based ore sorting on mineralized material from the Tony M Mine.
This study utilized technology that uses a combination of 3D, color, induction, and x-ray sensors to identify and separate target material, which was able to recover over 90% of the material into roughly 50% of the original mass. For the HPSA testing, the Company tested mineralized material from the Tony M Mine at Disa Technologies using their patented HPSA process. This process used high-pressure slurry streams to separate uranium coatings from sand grains and demonstrated the potential to recover more than 90% of the uranium into roughly 25% of the original mass. 19
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Lastly, the Company worked with RWI Enhanced Evaporation to evaluate the use of landshark evaporators on the Tony M Mine evaporation pond. Preliminary results suggest that enhanced evaporation could eliminate the need for constructing additional pond capacity, reducing future dewatering timelines and associated costs for the later stages of mining.
The Company continues to secure and install new equipment on site, and intends to use the results of the above studies as inputs for a Preliminary Economic Assessment, which will likely commence in 2026. Once the bulk sample program is completed, the Company expects to evaluate the results alongside the ongoing studies described above to determine and inform advancing detailed mine planning, finalizing potential restart sequencing, and assessing possible timing of a potential production decision. See “Outlook” below for further details on the Company’s planned 2026 work program at the Tony M Mine.
Utah Exploration
The Company commenced its exploration program in Utah in October 2025. To date, the Company has drilled in three of the planned 10 surface rotary holes on the Flatiron project, located approximately seven miles northwest of the Tony M Mine. The Company initially staked 370 lode claims that comprise the Flatiron project in 2024 and then added two additional Utah state leases to bring the total land position of the Flatiron project to 8,800 acres. The Flatiron project is one of the largest contiguous land positions in the historically productive Henry Mountains uranium district. This initial drill program is designed to follow-up on historical exploration conducted by Plateau Resources in the 1980s and represents the Company’s first phase of testing on the Flatiron claims (Figure 9). The target unit for the initial drill program is the lowest sandstone unit of the Salt Wash Member of the Morrison Formation. This distinct sandstone package contains a suitable amount of reductant material and the hydrogeologic setting for uranium mineralization of commercially viable grade. Low grades of vanadium are also expected to be encountered in the host unit.
The 2025 exploration program in Utah also included fieldwork at the Daneros and Sage Plain properties. These properties include past producing mines. The Company has been focused on detailed fieldwork designs to reveal the sedimentary framework that controls the local mineralization. This work includes mapping the extent of the prospective host units, as well as numerous detailed measured sections of the available outcrop used to identify modern analogs of the distributary channel systems to provide a conceptual target generation framework. This information is expected to guide future potential exploration, including determining the most appropriate geophysical survey techniques to locate the productive units without the need for expensive and pervasive surface drilling. 20
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Figure 9 – Location of the Flatiron project in proximity to the Tony M Mine in Utah

Claim Staking and Claim Maintenance
The Company staked additional ground adjacent to the Tony M Mine during the year ended December 31, 2025 at a cost of $2,630 and incurred $765,577 in expenditure on annual state lease fees, advance royalties, other short-term lease payments, and land management fees related to the Company’s properties in Utah.
The Company renegotiated the royalty on the Utah Trust Lands (SITLA) lease at the Tony M Mine. The royalty on uranium production was previously 8% gross and has been reduced to 3%. In addition, the advanced minimum royalty has been meaningfully reduced.
Year ended December 31, 2024
During the year ended December 31, 2024, the Company incurred $23,495,786 of exploration and evaluation spending primarily on its exploration properties in Canada and in Utah, as set out below. Total exploration and evaluation spending in the year ended December 31, 2024 excludes $378,879 spent on properties in Argentina, which the Company disposed of during the year ended December 31, 2024. 21
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Exploration and evaluation spending from continuing operations
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Canada | | United States | | Australia | | Total | ||||
| Drilling | | $ | 6,000,455 | | $ | 154,306 | | $ | — | | $ | 6,154,761 |
| Geological & geophysical | | 4,968,309 | | 522,167 | | 5,895 | | 5,496,371 | ||||
| Labour & wages | | 1,537,927 | | 1,290,233 | | 247,070 | | 3,075,230 | ||||
| Camp costs | | 1,936,029 | | 83,738 | | — | | 2,019,767 | ||||
| Claim holding costs and advance royalties | | 50,449 | | 1,236,488 | | 226,100 | | 1,513,037 | ||||
| Engineering and underground access | | 70,687 | | 1,150,702 | | — | | 1,221,389 | ||||
| Travel | | 364,385 | | 247,757 | | 33,430 | | 645,572 | ||||
| Community relations | | 575,462 | | — | | — | | 575,462 | ||||
| Health and safety and environmental | | 444,369 | | 43,566 | | 73,635 | | 561,570 | ||||
| Geochemistry & Assays | | 312,268 | | 48,391 | | 2,119 | | 362,778 | ||||
| Extension of claim refunds | | (67,713) | | — | | — | | (67,713) | ||||
| Other | | 254,853 | | 153,439 | | 75,601 | | 483,893 | ||||
| Cash expenditures | | $ | 16,447,480 | | $ | 4,930,787 | | $ | 663,850 | | $ | 22,042,117 |
| Share-based compensation | | 1,095,546 | | 343,121 | | 11,041 | | 1,449,708 | ||||
| Foreign exchange movements | | — | | 4,528 | | (567) | | 3,961 | ||||
| Total expenditures | | $ | 17,543,026 | | $ | 5,278,436 | | $ | 674,324 | | $ | 23,495,786 |
Expenditure on the Company’s properties in Canada during the year ended December 31, 2024 was primarily on Larocque East, Hawk, Matoush, and East Rim, as set out below. Spending at Matoush also included travel and labour and wages related to community engagement work.
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Larocque East | | Hawk | | Matoush | | East Rim | | Other | | Total | ||||||
| Drilling | | $ | 4,757,266 | | $ | 1,243,189 | | $ | — | | $ | — | | $ | — | | $ | 6,000,455 |
| Geological & geophysical | | 1,816,725 | | 151,953 | | 811,982 | | 538,928 | | 1,648,721 | | 4,968,309 | ||||||
| Camp costs | | 1,282,932 | | 483,469 | | 134,789 | | — | | 34,839 | | 1,936,029 | ||||||
| Labour & wages | | 867,305 | | 205,730 | | 178,760 | | 72,371 | | 213,761 | | 1,537,927 | ||||||
| Community relations | | 321,550 | | 73,500 | | 1,299 | | 14,600 | | 164,513 | | 575,462 | ||||||
| Health and safety and environmental | | 402,329 | | 18,048 | | 533 | | 4,099 | | 19,360 | | 444,369 | ||||||
| Travel | | 252,175 | | 24,894 | | 87,294 | | — | | 22 | | 364,385 | ||||||
| Geochemistry & Assays | | 219,942 | | 51,924 | | 40,000 | | 402 | | — | | 312,268 | ||||||
| Engineering | | 70,687 | | — | | — | | — | | — | | 70,687 | ||||||
| Claim holding costs | | — | | — | | 50,449 | | — | | — | | 50,449 | ||||||
| Extension of claim refunds | | — | | — | | — | | (21,529) | | (46,184) | | (67,713) | ||||||
| Other | | 76,896 | | 56,168 | | 48,355 | | 20,983 | | 52,451 | | 254,853 | ||||||
| Cash expenditures | | 10,067,807 | | 2,308,875 | | 1,353,461 | | 629,854 | | 2,087,483 | | 16,447,480 | ||||||
| Share-based compensation | | 725,609 | | 166,516 | | 6,162 | | 44,899 | | 152,360 | | 1,095,546 | ||||||
| Total expenditures | | $ | 10,793,416 | | $ | 2,475,391 | | $ | 1,359,623 | | $ | 674,753 | | $ | 2,239,843 | | $ | 17,543,026 |
22
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Expenditure on the Company’s properties in the United States during the year ended December 31, 2024, was primarily focused on reopening access to the Tony M Mine and exploration activities on Henry Mountains, Daneros, and Sage Plain in Utah, as set out below:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Tony M | | Other | | Total | |||
| Labour and wages | | $ | 1,254,659 | | $ | 35,574 | | $ | 1,290,233 |
| Claim holding costs and advance royalties | | 1,191,257 | | 45,231 | | 1,236,488 | |||
| Engineering and underground access | | 1,150,702 | | — | | 1,150,702 | |||
| Geological & geophysical | | 496,671 | | 25,496 | | 522,167 | |||
| Camp costs | | 81,921 | | 1,817 | | 83,738 | |||
| Travel | | 245,060 | | 2,697 | | 247,757 | |||
| Drilling | | 154,306 | | — | | 154,306 | |||
| Geochemistry and assays | | 48,391 | | — | | 48,391 | |||
| Health and safety and environmental | | 43,566 | | — | | 43,566 | |||
| Other | | 153,172 | | 267 | | 153,439 | |||
| Cash expenditures | | 4,819,705 | | 111,082 | | 4,930,787 | |||
| Share-based compensation | | 343,121 | | — | | 343,121 | |||
| Foreign exchange movements | | 4,528 | | — | | 4,528 | |||
| Total expenditures | | $ | 5,167,354 | | $ | 111,082 | | $ | 5,278,436 |
OUTLOOK
The Company intends to actively explore all its exploration projects as and when resources permit (other than at the Bulyea River project as discussed in “Summary of Quarterly Results”). The nature and extent of further exploration on any of the Company’s properties, however, will depend on the results of completed and ongoing exploration activities, an assessment of the Company’s recently acquired properties and the Company’s financial resources.
Activities completed in the Athabasca Basin for 2025 include successful drill programs at the Larocque East and Hawk projects, as well as completing various geophysical surveys at the Hawk, East Rim, and Evergreen projects. Activities in Quebec included geophysical surveys at the Matoush and Dieter Lake projects, as well as continuing community engagement activities. As further outlined in “Discussion of Operations” above, planned activities in Canada for 2026 include the winter 2026 drill program at the Larocque East Project and geophysical surveys and interpretation at the Evergreen, East Rim, Ranger, Trident, and Hawk projects. Once the evaluation of exploration results from the 2025 exploration programs are completed, this information will be used to propose future detailed exploration work.
The Company’s completed work program at the Tony M Mine in 2025 included completing the ore sorting study, evaporation trade-off study, and evaluation of multiple mining methods. The ore sorting study was undertaken in an effort to reduce haulage costs to the Energy Fuels White Mesa Mill. The evaporation trade-off study has shown that Landshark evaporators eliminate the need for evaporation pond expansion and reduce both the permitting timelines and capital requirements. These two studies, in combination with the bulk sample program that commenced, supports the Company’s strategy to de-risk Tony M and improve the economic framework for a potential future production decision. The results of these studies could provide inputs for a Preliminary Economic Assessment, which will likely begin in 2026 and would include a mine plan, production rates, expected operational costs and capital requirements. In any such plan, the price of uranium will be a key factor. Activities in the US in 2026 also include completing the 2026 exploration programs at the Flatiron, Daneros, and Sage Plain projects in Utah.
The Company intends to complete internal technical studies on several non-material properties in 2026. 23
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
SELECTED FINANCIAL INFORMATION
Management is responsible for the Annual Financial Statements referred to in this MD&A. The Audit Committee of the Board of Directors (the “Board”) has been delegated the responsibility to review the Annual Financial Statements and MD&A and make recommendations to the Board. The Board is responsible for final approval of the Annual Financial Statements and MD&A.
The Annual Financial Statements have been prepared in accordance with IFRS and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The Company’s presentation currency and the functional currency of its Canadian operations is Canadian dollars; the functional currency of its Australian operations is the Australian dollar; and the functional currency of its United States operations and the Argentinian discontinued operations is the US dollar.
The Company’s Annual Financial Statements have been prepared using IFRS applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The ability of the Company to continue as a going concern is dependent on its ability to obtain financing and achieve future profitable operations.
Financial Position
The following financial data is derived from and should be read in conjunction with the Annual Financial Statements. As an exploration stage company, IsoEnergy does not have revenues.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | December 31, 2023 | |
| | | December 31, 2025 | | December 31, 2024 | | Restated | |||
| Exploration and evaluation assets | | $ | 279,091,819 | | $ | 262,291,098 | | $ | 274,756,338 |
| Total assets | | **** | 416,958,281 | | 340,835,023 | | 347,198,222 | ||
| Total current liabilities | | **** | 12,399,489 | | 35,103,977 | | 41,065,120 | ||
| Total non-current liabilities | | **** | 3,132,706 | | 2,567,887 | | 3,112,545 | ||
| Adjusted working capital ^(1)^ | | **** | 116,743,618 | | 56,116,942 | | 51,644,330 | ||
| Cash dividends declared per share | | **** | Nil | | Nil | | Nil | ||
| (1) | Adjusted working capital is a non-IFRS financial measure, as discussed below, and is defined as current assets less current liabilities, excluding flow-though share premium liabilities and convertible debenture liabilities. | ||||||||
| --- | --- |
In the year ended December 31, 2025, the Company capitalized $24,161,839 of exploration and evaluation costs, as further described in “Discussion of Operations” above. Exploration and evaluation assets of $1,060,000 relating to 10% of the Company’s interest in the Purepoint Joint Venture and $151,010 relating to the Mountain Lake property were disposed of, as further described in “2025 And Year-To-Date 2026 Highlights” above. Total assets increased primarily due to $51,215,000 raised in the June 2025 Financing and $26,257,375 raised in the February 2025 Financing and 2025 Concurrent Private Placement, with associated share issuance costs of $4,473,177. Total assets also increased due to the fair value of marketable securities increasing by $22,270,488, primarily from the receipt of $10,875,000 of Future Fuels common shares in connection with the disposal of the Mountain Lake property, $2,800,000 of Royal Uranium common shares in connection with the disposal of certain of the Company’s royalty assets, $1,060,000 of Purepoint Uranium common shares from the exercise of the put option in the Purepoint Joint Venture, and $3,891,424 on marketable securities of Premier American Uranium, Atha Energy, Future Fuels, Purepoint Uranium, and Verdera Energy Corp. purchased during the year ended December 31, 2025. 24
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Current liabilities as at December 31, 2025, include a flow-through share premium liability of $4,695,312 relating to the February 2025 Financing. Accounts payable and accrued liabilities decreased by $1,239,103 during the year ended December 31, 2025 mostly from legal and advisory fees incurred for the terminated transaction with Anfield Energy at the end of the prior year and the number of geophysical surveying activities completed during the year compared to the prior year. The fair value of the US$4 million in principle of unsecured convertible debentures issued on December 6, 2022 (the “2022 Debentures”) and the US$6 million of unsecured convertible debentures issued on August 18, 2020 (the “2020 Debentures”) (collectively with 2022 Debentures, the “Debentures”), decreased by $24,848,447 during the year ended December 31, 2025. The 2020 Debentures were converted into common shares of the Company in two US$3 million tranches in the year ended December 31, 2025 and fair value of $24,123,607 was derecognized.
Adjusted working capital increased during the year ended December 31, 2025 mainly due to the June 2025 Financing, February 2025 Financing, and 2025 Concurrent Private Placement, as well as an increase in the fair value of marketable securities during the period, partly offset by exploration and evaluation spending discussed above.
Results of Operations
The following financial data is derived from and should be read in conjunction with the Annual Financial Statements.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the three months ended | | For the year ended | ||||||||
| | | December 31 | | December 31 | ||||||||
| | **** | 2025 | | 2024 | **** | 2025 | | 2024 | ||||
| General and administrative costs | | | | | | | | | ||||
| Share-based compensation | | $ | 1,158,258 | | $ | 1,050,332 | | $ | 6,348,916 | | $ | 5,285,145 |
| Administrative salaries, contractor and directors’ fees | | **** | 2,097,231 | | 1,962,907 | | **** | 4,436,658 | | 5,120,027 | ||
| Investor relations | | **** | 721,042 | | 232,108 | | **** | 1,640,925 | | 897,110 | ||
| Office and administrative | | **** | 313,618 | | 196,247 | | **** | 1,091,234 | | 803,472 | ||
| Professional and consultant fees | | **** | 1,646,121 | | 2,373,083 | | **** | 3,948,374 | | 4,436,654 | ||
| Travel | | **** | 263,230 | | 129,317 | | **** | 646,405 | | 565,145 | ||
| Public company costs | | **** | 325,182 | | 49,031 | | **** | 1,312,607 | | 559,212 | ||
| Total general and administrative costs | | $ | (6,524,682) | | $ | (5,993,025) | | $ | (19,425,119) | | $ | (17,666,765) |
| Interest income | | **** | 491,596 | | 491,512 | | **** | 1,792,730 | | 2,391,377 | ||
| Interest expense | | **** | (33,557) | | (31,793) | | **** | (144,301) | | (128,498) | ||
| Interest on convertible debentures | | **** | (139,410) | | (318,422) | | **** | (796,637) | | (1,246,850) | ||
| Fair value gain on convertible debentures | | **** | 255,262 | | 7,080,098 | | **** | 709,657 | | 7,103,656 | ||
| Gain on disposal of assets | | **** | 2,250,000 | | — | | **** | 13,439,425 | | 5,300,611 | ||
| Disposals and impairment of assets | | **** | (935,814) | | (39,958,977) | | **** | (935,814) | | (39,958,977) | ||
| Foreign exchange loss | | **** | (14,059) | | (51,312) | | **** | (77,575) | | (75,588) | ||
| Other loss | | **** | — | | — | | **** | (167,938) | | — | ||
| Other income | | **** | 41,219 | | 25,134 | | **** | 709,920 | | 141,502 | ||
| Loss from operations | | $ | (4,609,445) | | $ | (38,756,785) | | $ | (4,895,652) | | $ | (44,139,532) |
| Deferred income tax (expense) recovery | | **** | (23,175) | | 3,251,680 | | **** | 3,769,253 | | 2,132,799 | ||
| Loss from continuing operations | | $ | (4,632,620) | | $ | (35,505,105) | | $ | (1,126,399) | | $ | (42,006,733) |
| Loss from discontinued operations^(1)^ | | **** | — | | — | | **** | — | | (128,358) | ||
| Loss for period | | $ | (4,632,620) | | $ | (35,505,105) | | $ | (1,126,399) | | $ | (42,135,091) |
| Loss per share – basic^(2)^ | | $ | (0.08) | | $ | (0.79) | | $ | (0.02) | | $ | (0.94) |
| Loss per share – diluted^(2)^ | | $ | (0.08) | | $ | (0.89) | | $ | (0.04) | | $ | (1.02) |
| Loss per share relating to discontinued operations – basic and diluted ^(1)(2)^ | | **** | Nil | | Nil | | **** | Nil | | $ | (0.00) | |
| (1) | Loss from discontinued operations, net of tax, relates to the Argentina reporting segment, which was disposed of during the year ended December 31, 2024. | |||||||||||
| --- | --- | |||||||||||
| (2) | Loss per share amounts in the comparative period were retroactively restated on a post-Share Consolidation basis. Refer to the discussion on the Share Consolidation above in “About IsoEnergy”. | |||||||||||
| --- | --- |
25
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Three months ended December 31, 2025
During the three months ended December 31, 2025, the Company recorded a net loss of $4,632,620, compared to a net loss of $35,505,105 in the three months ended December 31, 2024. The main driver of the difference between the two periods was a loss of $39,958,977 recorded in the prior period on dispositions and impairment of assets compared to $935,814 in the current period. The decrease in net loss was partially offset by a lower fair value gain on the Debentures of $255,262, compared to $7,080,098 in the prior period, primarily due to the 2020 Debentures being fully converted prior to the three month period ended December 31, 2025. Other factors causing the difference between the two periods are further described below.
General and administrative costs
Share-based compensation was $1,158,258 in the three months ended December 31, 2025, compared to $1,050,332 in the three months ended December 31, 2024. The share-based compensation expense is a non-cash charge based on the Black-Scholes value of stock options, calculated using the graded vesting method. Stock options granted to directors, consultants and employees typically vest in three tranches – 1/3 immediately, 1/3 on the first anniversary of the grant date, and the remaining 1/3 on the second anniversary of the grant date, with the corresponding share-based compensation expense being recognized over this period. The increase in the current period was primarily due to the vesting of a higher number of stock options granted during the year ended December 31, 2025 compared to the prior period.
Administrative salaries, contractor and directors’ fees increased slightly from the prior period primarily due to a larger administrative team to continue to support the Company’s growth.
Investor relations expenses relate primarily to costs incurred in communicating with existing and potential shareholders, conferences and marketing. The increase in the current period is primarily from additional marketing activities in the United States and Europe.
Office and administrative expenses primarily consist of office operating costs and other general administrative costs. The increase in office and administrative expenses from the prior period is primarily due to the Company establishing an office in Saskatoon, Saskatchewan in 2025. The Company previously rented space in NexGen’s office in Saskatoon, Saskatchewan.
Professional fees were higher in the prior period mainly due to legal and advisory fees related to the terminated transaction with Anfield Energy. Professional fees incurred in the three months ended December 31, 2025 relating to the Toro Scheme are included in prepaid expenses.
Travel expenses primarily relate to travel and accommodation costs for conferences, business development activities, public relations activities, and general corporate purposes. Travel costs increased from the prior period primarily due to increased business development activities.
Public company costs consist primarily of costs associated with the Company’s continuous disclosure obligations, listing fees, directors and officers insurance, transfer agent costs, press releases and other shareholder communications. The increase in public company costs from $49,031 to $325,182 is primarily due to the additional costs of listing on the NYSE American, including the amortization of the premium for additional Director and Officer insurance. 26
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Other items
Interest expense on the Debentures was $139,410 in the three months ended December 31, 2025, which decreased from $318,422 in the three months ended December 31, 2024. The 2020 Debentures and 2022 Debentures bear interest of 8.5% and 10%, respectively, per annum and are payable, with a combination of cash and common shares of the Company, on June 30 and December 31. The decrease is primarily due to the US$6 million principal of the 2020 Debentures being fully converted by August 1, 2025.
The fair value of the Debentures on December 31, 2025 was $5,430,859 compared to $5,677,065 on September 30, 2025. The decrease in fair value includes a decrease in the fair value of the Debentures of $255,262 included in the statement of income, partially offset by a fair value gain attributable to the change in credit risk of $9,056 included in other comprehensive income (loss). The Debentures are classified as measured at fair value through profit and loss. In accordance with IFRS 9 – Financial Instruments, the part of a fair value change due to an entity’s own credit risk is presented in other comprehensive income (loss). As of December 31, 2025, the time to maturity of the 2022 Debentures was 1.9 years.
Foreign exchange loss was $14,059 in the three months ended December 31, 2025, compared to a loss of $51,312 in the three months ended December 31, 2024, and mainly relates to exchange movements on working capital in United States dollars held by the Company.
Other income was $41,219 in the three months ended December 31, 2025, compared to $25,134 in the three months ended December 31, 2024. This primarily relates to higher timber sales earned from the Company’s operations in the US.
The Company records a deferred tax recovery or expense which is comprised of a recovery on losses or expense on gains recognized in the period and, when applicable, the release of flow-through share premium liability which is offset by the renunciation of flow-through share expenditures to shareholders. In the three months ended December 31, 2025, this resulted in an expense of $23,175, compared to a recovery of $3,251,680 in the three months ended December 31, 2024. The decrease in recovery to an expense is mostly due to the proceeds from the sale of the Mountain Lake property in 2025 and a larger proportion of flow-through share spending renounced during the three months ended December 31, 2024.
Year ended December 31, 2025
During the year ended December 31, 2025, the Company recorded a net loss of $1,126,399, compared to net loss of $42,135,091 in the year ended December 31, 2024. Included in the net loss for the year ended December 31, 2024, was a $128,358 loss from discontinued operations relating to the Argentina reporting segment that was sold in 2024. The sale resulted in a gain of $5,300,611 in the year ended December 31, 2024. The main driver of the decrease in net loss from the prior period was a loss of $39,958,977 recorded on dispositions and impairment of assets in the prior period and a gain on the sale of the Mountain Lake property and certain royalty assets of $13,439,425 in the current period. This was partially offset by a lower fair value gain on the Debentures of $709,657, compared to $7,103,656 in the prior period. Other factors causing the difference between the two periods are further described below.
General and administrative costs
Share-based compensation was $6,348,916 in the year ended December 31, 2025, compared to $5,285,145 in the year ended December 31, 2024. The increase in the current period was primarily due to a higher number of stock options granted during the year ended December 31, 2025 compared to the prior period.
Administrative salaries, contractor and directors’ fees of $4,436,658 for the year ended December 31, 2025, decreased from $5,120,027 during the prior period primarily due to a smaller executive team in the current period and contractually obligated payments made to the former President and other employees and contractors of the Company following their resignations in the prior period. 27
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Investor relations expenses increased in the current period for similar reasons discussed above for the three months ended December 31, 2025.
Office and administrative expenses increased in the current period for similar reasons discussed above for the three months ended December 31, 2025, as well as an accrual for Part XII.6 tax that the Company expects to pay relating to the timing of the eligible exploration expenditures incurred in 2025 in respect of the 2024 Flow-Through Financing.
Professional fees decreased in the current period for similar reasons discussed above for the three months ended December 31, 2025.
Travel expenses increased in the current period for similar reasons discussed above for the three months ended December 31, 2025.
The increase in public company costs from the prior period is for similar reasons discussed above for the three months ended December 31, 2025, including additional listing costs and filing fees in connection with the Company’s listing on the NYSE American.
Other items
The Company recorded interest income of $1,792,730 in the year ended December 31, 2025, compared to $2,391,377 in the year ended December 31, 2024, which represents interest earned on cash balances and the Bridge Loan advanced to Anfield Energy. The amounts were lower in the year ended December 31, 2025 mainly due to decreases in interest rates earned on cash, partially offset by a higher average cash balance, as well as the repayment of the Bridge Loan in January 2025.
Interest expense on the Debentures was $796,637 in the year ended December 31, 2025, which was lower than the $1,246,850 in the year ended December 31, 2024. The decrease in the interest expense on the Debentures between the two periods are for similar reasons discussed above for the three months ended December 31, 2025.
The fair value of the Debentures on December 31, 2025 was $5,430,859 compared to $30,279,306 on December 31, 2024. The decrease in the fair value of the Debentures is primarily due to the conversion of the 2020 Debentures which was fully derecognized on August 1, 2025. This was partially offset by a fair value increase on the 2022 Debentures of $575,341 included in the statement of loss.
Other income was $709,920 in the year ended December 31, 2025, compared to $141,502 in the year ended December 31, 2024. This primarily relates to higher timber sales and an increase in rental income earned from the Company’s operations in the US.
In the year ended December 31, 2025, a tax recovery of $3,769,253 was recorded, compared to $2,132,799 in the year ended December 31, 2024. The increase in recovery is mainly due to a higher proportion of flow-through share spending renounced during the year ended December 31, 2025. 28
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
SUMMARY OF QUARTERLY RESULTS
The following information is derived from the Company’s Interim and Annual Financial Statements prepared in accordance with IFRS. The information below should be read in conjunction with the Company’s interim and annual financial statements for each of the past seven quarters.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Dec. 31, 2025 | | Sep. 30, 2025 | | Jun. 30, 2025 | | Mar. 31, 2025 | ||||
| Revenue | **** | | Nil | **** | | Nil | | Nil | | Nil | ||
| Net (loss) income | | $ | (4,632,620) | | $ | 287,876 | | $ | (1,887,270) | | $ | 5,105,615 |
| Net (loss) income per share:^(1)^ | | ^^ | | | ^^ | ^^ | | ^^ | ^^ | | ^^ | ^^ |
| Basic | | $ | (0.08) | | $ | 0.01 | | $ | (0.04) | | $ | 0.11 |
| Diluted | | $ | (0.08) | | $ | (0.01) | | $ | (0.04) | | $ | 0.10 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Dec. 31, 2024 | | Sep. 30, 2024 | | Jun. 30, 2024 | | Mar. 31, 2024 | ||||
| Revenue | | Nil | | Nil | | Nil | | Nil | ||||
| Net (loss) income | | $ | (35,505,105) | | $ | 4,159,285 | | $ | (6,059,293) | | $ | (4,729,978) |
| Net (loss) income per share:^(1)^ | | ^^ | ^^ | | ^^ | ^^ | | ^^ | ^^ | | ^^ | ^^ |
| Basic | | $ | (0.79) | | $ | 0.09 | | $ | (0.13) | | $ | (0.12) |
| Diluted | | $ | (0.89) | | $ | 0.00 | | $ | (0.13) | | $ | (0.12) |
| Loss from discontinued operations ^(2)^ | | Nil | | $ | (1,859) | | $ | (55,133) | | $ | (71,366) | |
| Loss from discontinued operations per share – basic and diluted ^(1)(2)^ | | Nil | | $ | (0.00) | | $ | (0.00) | | $ | (0.00) | |
| (1) | (Loss) income per share amounts in the five latter quarters presented are retroactively restated on a post-Share Consolidation basis. Refer to the discussion on the Share Consolidation above in “About IsoEnergy”. | |||||||||||
| --- | --- | |||||||||||
| (2) | Loss from discontinued operations relates to the Argentina reporting segment, as described above. | |||||||||||
| --- | --- |
IsoEnergy does not derive any revenue from its operations. Its primary focus is the acquisition, exploration and development of mineral properties. As a result, the income (loss) per period has fluctuated depending on the Company’s activity level and periodic variances in certain items. Quarterly periods are therefore not comparable. As part of the Company’s strategy to evaluate additional Merger and Acquisition (“M&A”) opportunities throughout the life cycle of mineral properties, the Company may incur gains or losses related to such transactions or incur expenses for M&A opportunities that do not materialize. In the three months ended December 31, 2025, a gain of $2,250,000 was recorded on the receipt of 2,500,000 common shares of Future Fuels as the remaining consideration pursuant to the sale of the Mountain Lake property; in the three months ended June 30, 2025, a gain of $820,394 was recorded on the sale of certain of the Company’s royalty assets; in the three months ended March 31, 2025, a $10,369,031 gain was recorded on the sale of the Mountain Lake property; in the three months ended December 31, 2024, a loss of $25,616,241 was recorded from the contribution of exploration and evaluation assets to the Purepoint Joint Venture; and in the three months ended September 30, 2024, a $5,300,611 gain was recorded on the disposal of its Argentina assets.
The Company also assesses for indicators of impairment on its property and equipment and exploration and evaluation assets quarterly, as required by the relevant IFRS. If such indicators are identified, an analysis to determine its recoverable value is performed and if such amount is lower than the carrying value, a loss is recognized for the difference. In the three months ended December 31, 2025, the Company expects to not currently continue exploration work at its Bulyea River property and recorded a write-down of $935,814. In the three months ended December 31, 2024, the Company identified indicators of impairment on certain exploration and evaluation assets located in the Athabasca Basin primarily as a result of the loss on the formation of the Purepoint Joint Venture and recorded a write-down of $14,342,736. 29
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
In the third quarter of 2020, the Company issued the 2020 Debentures and in the fourth quarter of 2022 issued the 2022 Debentures, both of which are accounted for as measured at fair value through profit and loss, which has resulted in a gain on the revaluation of the Debentures in the three months ended September 30, 2024, three months ended December 31, 2024, three months ended June 30, 2025, three months ended September 30, 2025, three months ended December 31, 2025, and losses in every other period.
LIQUIDITY AND CAPITAL RESOURCES
IsoEnergy has no revenue-producing operations, earns only minimal interest income on cash, and is expected to have recurring operating losses. As of December 31, 2025, the Company had an accumulated deficit of $103,671,645.
During the year ended December 31, 2025, the Company utilized cash on hand to invest $23,541,618 (net of changes in accounts payable) in exploration and evaluation assets, $12,807,082 for expenditure on its corporate and business development activities, including movements in working capital, spent $2,670,424 to invest in common shares and/or warrants of marketable securities, and was repaid $6,168,995 including interest on the Bridge Loan previously advanced to Anfield Energy.
During the year ended December 31, 2025, the Company received $72,999,198 in net proceeds from the June 2025 Financing, February 2025 Financing, and the 2025 Concurrent Private Placement. The proceeds from the February 2025 Financing are required to be spent on eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” (in each case as defined in the Income Tax Act (Canada) (the “Tax Act”)) by December 31, 2026 and the Company was required to renounce the full amount of the gross proceeds of the financing to the subscribers of the flow-through shares no later than December 31, 2025.
Subsequent to December 31, 2025, the Company received approximately $82.5 million of gross proceeds from the 2026 Financing and 2026 Concurrent Private Placement.
As of the date of this MD&A, the Company has approximately $135.1 million in cash, $52.6 million in marketable securities and $187.2 million in adjusted working capital.
The Company has fully funded its global exploration and pre-development activities, as well as any corporate initiatives and general working capital, up to the end of December 31, 2026. This includes costs associated with completing the Toro Scheme and funding future approved expenditures on the properties to be acquired from Toro Energy. The ability of the Company to continue as a going concern is dependent on its ability to obtain financing and achieve future profitable operations.
Should the Company require additional financing under its $250 million Prospectus or otherwise, Management will determine whether to accept any offer to finance, weighing such factors as the financing terms, the results of exploration programs and technical studies, the Company’s share price at the time and current market conditions, among others.
Circumstances that could impair the Company’s ability to raise additional funds include general economic conditions, the price of uranium and certain other factors set forth under “Risk Factors” below and above under “Industry and Economic Factors that May Affect the Business”. A failure to obtain financing as and when required, could require the Company to reduce its exploration and corporate activity levels. 30
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Use of Proceeds
On December 6, 2023, the Company received the proceeds from a $36.6 million financing initially closed in escrow on October 19, 2023 (the “December 2023 Financing”). The net proceeds of the December 2023 Financing were to be used to advance exploration and development of the Company’s uranium assets, as well as for working capital and general corporate purposes. On February 9, 2024, the Company completed a brokered “bought-deal” private placement for gross proceeds of $23 million (the “February 2024 Private Placement”). The proceeds from the February 2024 Private Placement were required to be spent on eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” by December 31, 2025.
On February 28, 2025, the Company received gross proceeds of $20.0 million from the February 2025 Financing and $6.3 million from the 2025 Concurrent Private Placement. The proceeds from the February 2025 Financing are required to be spent on eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” by December 31, 2026. The proceeds of 2025 Concurrent Private Placement of the financing were to be used for other non-qualifying expenditures on the exploration of the Company’s Canadian properties, costs associated with the listing on the NYSE American, and for working capital and general corporate purposes. On June 24, 2025, the Company received gross proceeds of $51.2 million from the June 2025 Financing. The proceeds of the June 2025 Financing are expected to be used to fund continued development and further exploration of the Company’s mineral properties, and for general corporate purposes.
The gross proceeds received from these financings have been used to and remain at December 31, 2025, as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Anticipated | | Actual | | Remaining | |||
| Proceeds | | use of proceeds | | use of proceeds | | in treasury | |||
| December 2023 Financing: | | | | | | | |||
| Exploration and development, working capital, and general corporate purposes | | $ | 36,605,250 | | $ | 29,645,056 | | $ | 6,960,194 |
| February 2024 Private Placement: | | | | | | | |||
| Canadian exploration expenses | | 23,000,000 | | 23,000,000 | | — | |||
| February 2025 Financing: | | | | | | | |||
| Canadian exploration expenses in 2025 | | 9,420,000 | | 8,269,097 | | 1,150,903 | |||
| Canadian exploration expenses in 2026 | | 10,587,375 | | — | | 10,587,375 | |||
| 2025 Concurrent Private Placement: | | | | | | | |||
| Other exploration expenses | | 750,000 | | 750,000 | | — | |||
| NYSE American listing costs | | 2,000,000 | | 1,601,097 | | 398,303 | |||
| Costs associated with the financing | | 1,600,000 | | 1,600,000 | | — | |||
| General corporate purposes | | 1,900,000 | | — | | 1,900,000 | |||
| June 2025 Financing: | | | | | | | |||
| Development and exploration | | 39,515,000 | | 3,903,525 | | 35,611,475 | |||
| Equity investments and acquisition- related expenditures | | 5,000,000 | | 3,102,682 | | 1,897,318 | |||
| General corporate purposes | | 4,400,000 | | — | | 4,400,000 | |||
| Costs associated with the financing | | 2,300,000 | | 2,300,000 | | — | |||
| | | $ | 137,077,625 | | $ | 74,171,457 | | $ | 62,906,168 |
The balance remaining in treasury, including the balance remaining from the December 2023 Financing, are intended to be applied towards the intended uses of the subsequent financings described above. The Company’s properties are in good standing with applicable governmental authorities. Other than the contractually agreed upon exploration budget in 2026 for the Purepoint Joint Venture, the Company does not have any contractually imposed expenditure requirements. 31
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
The Company has not paid any dividends and management does not expect that this will change in the near future. Working capital is mainly held in cash, cash deposits available on short-term demand, and marketable securities, all of which are highly liquid.
COMMITMENTS AND CONTINGENCIES
The Company’s significant undiscounted commitments at December 31, 2025 are as follows. The 2022 Debentures are classified as a current liability, however the counterparty conversion option allows the principal to be converted to common shares.
The Company expects to utilize cash and cash equivalents on hand to settle the below noted commitments and contingencies, should any of the contingencies materialize.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Less than 1 year | | 1 to 3 years | | More than 4 years | | Total | ||||
| Accounts payable and accrued liabilities | | $ | 2,109,193 | | $ | — | | $ | — | | $ | 2,109,193 |
| 2022 Debentures | | 5,430,859 | | — | | — | | 5,430,859 | ||||
| Flow-through share premium liabilities | | 4,695,312 | | — | | — | | 4,695,312 | ||||
| Purepoint Joint Venture advances | | 3,000,000 | | — | | — | | 3,000,000 | ||||
| Lease liabilities | | 197,976 | | 248,891 | | 54,413 | | 501,280 | ||||
| Asset retirement obligations | | — | | — | | 2,427,892 | | 2,427,892 | ||||
| | | $ | 15,433,340 | | $ | 248,891 | | $ | 2,482,305 | | $ | 18,164,536 |
Flow-through funding commitments
The premium received for a “flow-through share” (as defined in the Tax Act), which is the consideration received for the share in excess of the market price of the share, is recorded as a flow-through share premium liability. This liability is subsequently reduced when the required exploration expenditures are made, on a pro rata basis, and accordingly, a recovery of flow-through premium is then recorded as a reduction in the deferred tax expense to the extent that deferred income tax assets are available.
As of December 31, 2025, the Company is obligated to spend $11,738,278 on eligible exploration expenditures by December 31, 2026 related to the February 2025 Financing. The Company fully satisfied the spending commitment related to the February 2024 Private Placement during the year ended December 31, 2025.
Contingent payment obligations
The Company has an obligation to make a contingent payment of $500,000 related to the acquisition of the West Newcastle Range, Teddy Mountain and Ardmore East Projects, if either of the following milestones are met within eight years:
| ● | a NI 43-101 compliant Mineral Resource estimate for the West Newcastle Range and Teddy Mountain Projects is prepared where the Mineral Resource estimate is greater than or equal to 6.0 million pounds of U₃O₈; or |
|---|---|
| ● | with respect to the Ardmore East Project, the Mineral Resources estimate is greater than or equal to 6.0 million pounds of U₃O₈ equivalent. |
| --- | --- |
Royalties and Environmental Obligations
In addition to applicable federal, provincial/state and municipal severance taxes, duties and advance royalties, the Company’s exploration and evaluation properties are subject to certain royalties, which may or may not be payable in future, depending on whether revenue is derived from the claims or leases to which these royalties are applicable. 32
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.
Contractual arrangements
The purchase agreement for the Bulyea River property, which closed on June 28, 2024, includes a provision for the return of the Bulyea River property to Critical Path Minerals Corp. (“Critical Path Minerals”), if the Company does not or chooses to not make the following payments to Critical Path Minerals by the following dates:
| ● | On or before the 2^nd^ anniversary of the closing date of sale: $300,000 in cash or common shares or a combination thereof, at the election of the Company; and |
|---|---|
| ● | On or before the 3^rd^ anniversary of the closing date of sale: $350,000 in cash or common shares or a combination thereof, at the election of the Company. |
| --- | --- |
The Company also agreed to:
| ● | Incur minimum expenditures of $2,000,000 within 36 months of the closing date of sale; and |
|---|---|
| ● | Within 30 days after a published technical report containing a current mineral resource estimate for the Bulyea River property, pay Critical Path Minerals $1,000,000 in cash or common shares or a combination thereof, at the election of the Company |
| --- | --- |
OUTSTANDING SHARE DATA^(1)^
On March 20, 2025, the Company completed the Share Consolidation on the basis of one post-consolidation common share for every four pre-consolidation common shares and any fractional shares were rounded down to the nearest whole common share. The Share Consolidation was effected following approval of the Board and the IsoEnergy shareholders and receipt of regulatory approval from the TSX. The Share Consolidation was implemented in connection with the Company’s application to list its common shares on the NYSE American.
The authorized capital of IsoEnergy consists of an unlimited number of common shares. As of the date of this MD&A, there were 60,556,167 common shares, 5,036,391 stock options, and 145,833 RSUs outstanding, each stock option entitling the holder to purchase one common share of IsoEnergy and each RSU representing the right of the holder to receive one common share upon vesting.
During the year ended December 31, 2025, the Company issued 550,975 common shares on the exercise of stock options for proceeds of $3,229,736 and issued 29,167 common shares on the vesting of RSUs. The Company granted 1,258,250 stock options at a weighted average exercise price of $10.58 and granted 87,500 RSUs at a grant date fair value of $11.83. The Company also elected to issue 16,666 common shares to Critical Path Minerals to satisfy the first anniversary payment due related to the Company’s purchase of the Bulyea River project (Figure 1).
(1)Certain of the common shares, stock options, RSUs, and per share amounts are presented on a post-Share Consolidation basis. Refer to the discussion on the Share Consolidation above in “About IsoEnergy”. 33
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
The Company issued 2,417,068 common shares to Queens Road Capital Investment Ltd. (“QRC”) in respect of QRC’s election to convert all the US$6 million principal of the 2020 Debentures. The 2022 Debentures issued to QRC bear a 10% coupon rate, and are convertible at $17.32 per share. The Company has US$4 million principal remaining outstanding of the 2022 Debentures which mature on December 6, 2027.
The Company issued 100,000 common shares to an unrelated third party shareholder of Premier American Uranium in exchange for common shares and warrants of Premier American Uranium during the year ended December 31, 2025.
Stock options outstanding as of the date of this MD&A, and the range of exercise prices thereof are set forth below:
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | Weighted |
| | | | | | | | | | | | average |
| | | | Weighted | | Number of | | Weighted | | remaining | ||
| | Number of | | average | | options | | average | | contractual **** life | ||
| Range of exercise prices | options | | exercise price | | exercisable | | exercise price | | (years) | ||
| 9.78 - 10.44 | 965,667 | | $ | 9.94 | 476,083 | | $ | 10.11 | 4.0 | ||
| 10.45 - 12.44 | 867,082 | | 11.67 | 700,541 | | 11.66 | 2.7 | ||||
| 12.45 - 15.24 | 1,865,275 | | 13.44 | 1,206,817 | | 13.43 | 3.5 | ||||
| 15.25 - 16.52 | 1,027,608 | | 16.27 | 1,027,608 | | 16.27 | 1.8 | ||||
| 16.53 - 20.40 | 310,759 | | 19.85 | 310,759 | | 19.85 | 1.0 | ||||
| | 5,036,391 | | $ | 13.44 | **** | 3,721,808 | | $ | 13.99 | **** | 3.0 |
All values are in US Dollars.
As of the date of this MD&A, the Company has 145,833 RSUs outstanding at a weighted average grant date fair value of $11.51.
OFF-BALANCE SHEET ARRANGEMENTS
The Company had no off-balance sheet arrangements as of December 31, 2025 or as of the date hereof.
NON-IFRS FINANCIAL MEASURES
Working capital and adjusted working capital are non-IFRS financial measures included in this MD&A, as discussed below. We believe that working capital and adjusted working capital, in addition to conventional measures prepared in accordance with IFRS, provide investors with an improved ability to evaluate the underlying financial position of the Company. These non-IFRS financial measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. This financial measure does not have any standardized meaning prescribed under IFRS and therefore may not be comparable to those of other issuers.
Non-IFRS financial measures are defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure as a financial measure disclosed that (a) depicts the historical or expected future financial performance, financial position or cash flow of an entity, (b) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity, (c) is not disclosed in the financial statements of the entity, and (d) is not a ratio, fraction, percentage or similar representation.
34
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
The adjusted working capital amount disclosed in this MD&A is considered a non-IFRS financial measure and is defined as current assets less current liabilities, excluding flow-though share premium liabilities and debenture liabilities, as calculated below:
| | | | |
|---|---|---|---|
| Current assets | | $ | 119,016,936 |
| Current liabilities | | (12,399,489) | |
| Working capital | | 106,617,447 | |
| Flow-through share premium liability | | 4,695,312 | |
| Debentures | | 5,430,859 | |
| Adjusted working capital | | $ | 116,743,618 |
TRANSACTIONS WITH RELATED PARTIES
NexGen is a related party of the Company due to its ownership in the Company and the overlapping members of the Board between NexGen and the Company. The Company’s key management personnel and directors are related parties. Premier American Uranium is a related party due to an overlap in key management personnel.
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of members of the Board and the Company’s senior officers.
Remuneration attributed to key management personnel is summarized as follows. The amounts below in the prior period include short-term compensation and share-based compensation paid to the former President and Executive Vice-President, Exploration & Development, who resigned on August 31, 2024 and October 31, 2024, respectively.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Short term | | Share-based | | | | ||
| Year ended December 31, 2025 | | compensation | | compensation | | Total | |||
| Expensed to the statement of loss and comprehensive loss | | $ | 2,884,803 | | $ | 5,514,673 | | $ | 8,399,476 |
| Capitalized to exploration and evaluation assets | | **** | 367,599 | | **** | 409,983 | | **** | 777,582 |
| | | $ | 3,252,402 | | $ | 5,924,656 | | $ | 9,177,058 |
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Short term | | Share-based | | | | ||
| Year ended December 31, 2024 | | compensation | | compensation | | Total | |||
| Expensed to the statement of loss and comprehensive loss | | $ | 3,006,487 | | $ | 4,385,995 | | $ | 7,392,482 |
| Capitalized to exploration and evaluation assets | | 552,087 | | 622,453 | | 1,174,540 | |||
| | | $ | 3,558,574 | | $ | 5,008,448 | | $ | 8,567,022 |
As of December 31, 2025:
| ● | $5,908 (2024: $1,120,402) was included in accounts payable and accrued liabilities owed to related parties and directors and officers; and |
|---|---|
| ● | $Nil (2024: $99,449 from former related companies) was included in accounts receivable. |
| --- | --- |
During the year ended December 31, 2025, the Company:
| ● | reimbursed NexGen $5,540 (2024: $24,024) for use of NexGen’s office space; and |
|---|---|
| ● | received $41,963 (2024: $8,502) from related companies primarily as reimbursement for salaries (2024: from former related companies for equipment rental and as reimbursement for office expenses and salaries). |
| --- | --- |
35
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
On February 9, 2024, NexGen’s shareholding in the Company was diluted from 33.8% to 33.1% as a result of the issuance of 920,000 flow through common shares^(1)^of the Company pursuant to the February 2024 Private Placement, in which NexGen did not participate.
On January 19, 2025, NexGen’s shareholding was reduced to 31.8% as a result of the issuance of common shares on the conversion of US$3 million of principal of 2020 Debentures. Concurrent with the February 2025 Financing, NexGen’s shareholding in the Company was maintained at 31.8% as a result of subscribing for 625,000 common shares^(1)^ of the Company as part of the 2025 Concurrent Private Placement. NexGen’s shareholding in the Company was subsequently diluted from 31.8% to 30.9% as a result of the June 2025 Financing, pursuant to which NexGen purchased 1,200,000 common shares.
On August 1, 2025, NexGen’s shareholding was reduced to 30.2% as a result of the issuance of common shares on the conversion of the remaining US$3 million of principal of 2020 Debentures.
CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the Annual Financial Statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities at the date of the Annual Financial Statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable in the circumstances. Uncertainty about these judgments, estimates and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
Information about significant areas of judgement, estimation uncertainty and assumptions considered by management in preparing the Annual Financial Statements are as follows:
| i. | Impairment of Non-Financial Assets |
|---|
At the end of each financial reporting period, the carrying amounts of the Company’s non-financial assets are reviewed to determine whether there is any indication that an impairment loss or reversal of previous impairment should be recorded. Where such an indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment or reversal of previous impairment, if any. With respect to exploration and evaluation assets and property and equipment, the Company is required to make estimates and judgments about future events and circumstances and whether the carrying amount of exploration assets exceeds its recoverable amount. Recoverability depends on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and upon future profitable production or proceeds from the disposition of the exploration and evaluation assets themselves. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could impact management’s assessment as to the overall viability of its properties or its ability to generate future cash flows necessary to cover or exceed the carrying value of the Company’s exploration and evaluation assets and property and equipment.
(1)The common shares issued are retroactively restated on a post-consolidation basis. Refer to the discussion on the Share Consolidation, as described above in “About IsoEnergy”.
36
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
| ii. | Convertible debentures |
|---|
The Company uses a model based on a system of two coupled Black-Scholes equations to determine the fair value of its debentures. The model involves five key inputs to determine the fair value of the convertible debentures: risk-free interest rate, credit spread, market price at valuation date, expected dividend yield and expected volatility. Certain of the inputs are estimates that involve considerable judgment and are or could be affected by significant factors that are out of the Company’s control. This model is not applied if the current market share price of the Company’s common shares exceeds the exercise price of the convertible securities by a significant margin. When management makes this determination, the debentures are assumed to be converted immediately and sold at the fair market value of the Company’s common shares and are fair valued based on its intrinsic value of the Company’s current fair market value. The determination of this method of valuation involves judgment.
| iii. | Mineral resource estimates |
|---|
The figures for Mineral Resources are determined in accordance with NI 43-101. There are numerous uncertainties inherent in estimating Mineral Reserves and Mineral Resources, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any Mineral Reserve or Mineral Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Differences between management’s assumptions including economic assumptions such as metal prices and market conditions could have a material effect in the future on the Company’s financial position and results of operations.
| iv. | Estimation of decommissioning and reclamation costs and the timing of expenditure |
|---|
Decommissioning, restoration and similar liabilities are estimated based on the Company’s interpretation of current regulatory requirements, constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities. Cost estimates are updated annually to reflect known developments and are subject to review at regular intervals.
| v. | Deferred income taxes and recoverability of potential deferred tax assets |
|---|
In assessing when to recognize deferred income tax assets, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. The Company considers whether relevant tax planning opportunities are within the Company’s control, are feasible, and are within management’s ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period. 37
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
| vi. | Functional currency |
|---|
Functional currency is the currency of the primary economic environment in which the Company and its subsidiaries operate. If indicators of the primary economic environment are mixed, then management uses its judgment to determine the functional currency that most faithfully represents the economic effect of underlying transactions, events and conditions.
| vii. | Fair value of investment in securities not quoted in an active market or private company investments |
|---|
Where the fair values of financial assets and financial liabilities recorded on the consolidated statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data is not available, judgment is required to establish fair values.
CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION
The Annual Financial Statements were prepared in accordance with IFRS and its interpretations adopted by the IASB, and follow the same accounting policies and methods as described in note 5 to the Company’s Annual Financial Statements, including the adoption of the following accounting policy amendment as required, as well as the following new standard that has been issued and is not yet effective, which is described in more detail below.
Amendment to IAS 21 – Lack of exchangeability
The IASB has issued an amendment to IAS 21 – The Effects of Changes in Foreign Exchange Rates when one foreign currency cannot be exchanged into another. This may occur because of government-imposed controls on capital imports or exports, or a limitation on the volume of foreign currency transactions that can be undertaken at an official exchange rate. The amendment clarifies when a currency is considered exchangeable into another currency and how an entity estimates a spot rate for currencies that lack exchangeability. The amendment is effective for annual reporting periods beginning on or after January 1, 2025, with early adoption permitted.
The Company adopted this amendment on January 1, 2025 as required. The adoption of this amendment did not result in any changes to the Annual Financial Statements.
IFRS 18 – Presentation and Disclosure in Financial Statements
The IASB has issued IFRS 18 – Presentation and Disclosure in Financial Statements (“IFRS 18”), which replaces IAS 1 – Presentation of Financial Statements. IFRS 18 introduces new requirements for the presentation of financial performance, including revised categories in the statements of loss, enhanced disclosures on management-defined performance measures, and greater consistency in financial statement presentation. The standard is effective for annual reporting periods beginning on or after January 1, 2027 and applies retrospectively, with early adoption permitted.
The Company is currently assessing the impact of IFRS 18 on its Annual Financial Statements and will implement necessary changes to ensure compliance with the new requirements once the standard becomes effective on January 1, 2027.
CAPITAL MANAGEMENT AND RESOURCES
The Company manages its capital structure, defined as total equity plus debt, and adjusts it, based on the funds available to the Company, in order to support the acquisition, exploration and evaluation of assets. The Board does not impose quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain the future development of the business. 38
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
In the management of capital, the Company considers all types of funding alternatives, including equity, debt and other means and is dependent on third party financing. Although the Company has been successful in raising funds to date, there is no assurance that the Company will be successful in obtaining required financing in the future or that such financing will be available on terms acceptable to the Company.
The properties in which the Company currently has an interest are in the exploration and development stage. As such the Company, has historically relied on the equity markets to fund its activities. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it determines that there is sufficient geologic or economic potential and if it has adequate financial resources to do so.
Management reviews its capital management approach on an on-going basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period.
FINANCIAL INSTRUMENTS
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, marketable securities, accounts payable and accrued liabilities, and convertible debentures.
Fair Value Measurement
The Company classifies the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument:
| ● | Level 1 – quoted prices in active markets for identical assets or liabilities. |
|---|---|
| ● | Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). |
| --- | --- |
| ● | Level 3 – inputs for the asset or liability that are not based on observable market data. |
| --- | --- |
The fair values of the Company’s cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities approximate their carrying value, due to their short-term maturities or liquidity.
The Debentures are re-measured at fair value at each reporting date with any change in fair value recognized in profit or loss, except for the change in fair value that is attributable to change in credit risk, which is presented in other comprehensive income (loss). The Debentures are classified as Level 2.
The marketable securities are re-measured at fair value at each reporting date with any change in fair value recognized in other comprehensive income (loss). The common shares included in marketable securities are Level 1, except for the common shares of privately held marketable securities, which are Level 3 and their fair value is primarily based on the price of their most recent share issuances. Included in other comprehensive income (loss) during the year ended December 31, 2025, is a gain of $522,800 from the change in fair value of Level 3 marketable securities. The warrants included in marketable securities are Level 2. 39
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Financial instrument risk exposure
As of December 31, 2025, the Company’s financial instrument risk exposure and the impact thereof on the Company’s financial instruments are summarized below:
| (a) | Credit Risk |
|---|
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As at December 31, 2025, the Company has cash and cash equivalents on deposit with large banks in Canada, the United States, and Australia. Credit risk is concentrated as a significant amount of the Company’s cash and cash equivalents is held at one financial institution. Management believes the risk of loss to be remote.
The Company’s accounts receivable mostly consists of input tax credits receivable from the Governments of Canada and Australia and amounts receivable from related parties. Accordingly, the Company does not believe it is subject to significant credit risk. The Company’s loan receivable from Anfield Energy includes interest receivable and was repaid in its entirety during the year ended December 31, 2025.
| (b) | Liquidity Risk |
|---|
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet its obligations under financial instruments. The Company manages liquidity risk by maintaining sufficient cash balances that are accessible on deposit or on short-term notice. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet short-term obligations. As at December 31, 2025, the Company had an adjusted working capital balance of $116,743,618, including cash and cash equivalents of $62,906,168.
| (c) | Market Risk |
|---|
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices.
**(i)**Interest Rate Risk
Interest rate risk is the risk that the future cash flows from a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash and cash equivalents in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company’s cash and cash equivalent balances as of December 31, 2025. The interest on the Debentures is fixed and not subject to market fluctuations.
**(ii)**Foreign Currency Risk
The functional currency of the Company is the Canadian dollar. Certain of the Company’s subsidiaries use the US dollar and Australian dollar as functional currencies. The Company is affected by currency transaction risk and currency translation risk. Consequently, fluctuations of the Canadian dollar in relation to other currencies impact the fair value of financial assets, liabilities and operating results. Financial assets and liabilities subject to currency translation risk primarily include US dollar and Australian dollar denominated cash, US dollar and Australian dollar accounts receivable, US dollar and Australian dollar marketable securities, US dollar and Australian dollar accounts payable and accrued liabilities, and the Debentures. The Company maintains Canadian, US and Australian dollar bank accounts. 40
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
The Company is exposed to foreign exchange risk on its US dollar denominated cash, accounts payable and accrued liabilities, accounts receivable, marketable securities and Debentures. At maturity, the principal amount of the 2022 Debentures is due in full, and prior to then at a premium upon the occurrence of certain events, including a change of control. The Company holds sufficient US dollars to make all cash interest payments due under the Debentures until maturity but not to pay the principal amount. Accordingly, the Company is subject to risks associated with fluctuations in the Canadian/US dollar exchange rate that may make the Debentures more costly to repay.
A 5% change in the US dollar exchange rate can result in a net increase or decrease in the Company’s US dollar-based cash, accounts receivable, marketable securities, accounts payable and accrued liabilities, and Debentures of $562,746 that would flow through the consolidated statement of income (loss) and comprehensive income.
The Company is also exposed to foreign exchange risk on its Australian dollar denominated cash, accounts receivable, marketable securities, and accounts payable and accrued liabilities. Accordingly, the Company is subject to risks associated with fluctuations in the Canadian/Australian dollar exchange rate that may impact on its operating results.
A 5% change in the Australian dollar can increase or decrease the value of the Company’s Australian dollar-based cash, accounts receivable, marketable securities, and accounts payable and accrued liabilities and accounts receivable by $122,823 that would flow through consolidated statement of income (loss) and comprehensive income.
The tables below summarize the Company’s exposure to foreign currencies as at:
| | | | | |
|---|---|---|---|---|
| December 31, 2025 | | US$ | | AUD$ |
| Cash | **** | 2,707,171 | **** | 26,064 |
| Accounts receivable | **** | — | **** | 40,013 |
| Marketable securities | **** | 10,000,000 | **** | 2,640,000 |
| Accounts payable and accrued liabilities | **** | (537,714) | **** | (20,143) |
| Convertible debentures | **** | (3,960,893) | **** | — |
| Net balance | **** | 8,208,564 | **** | 2,685,934 |
| | | | | |
|---|---|---|---|---|
| December 31, 2024 | | US$ | | AUD$ |
| Cash | 434,627 | 39,359 | ||
| Accounts receivable | 291 | 84,240 | ||
| Marketable securities | 10,000,000 | 1,350,000 | ||
| Accounts payable and accrued liabilities | (206,452) | (142,452) | ||
| Convertible debentures | (21,044,248) | — | ||
| Net balance | (10,815,782) | 1,331,147 |
**(iii)**Price Risk
The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact of movements in individual equity prices or general movements in the level of the stock market on the Company’s financial performance. Commodity price risk is defined as the potential adverse impact of commodity price movements and volatilities on financial performance and economic value. Future declines in commodity prices may impact the valuation of long-lived assets. The Company closely monitors the commodity prices of uranium, individual equity movements, and the stock market. The Company holds marketable securities which are subject to equity price risk. 41
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
RISK FACTORS
The operations of the Company are speculative due to the high-risk nature of its business which is the exploration and development of mineral properties. The following are certain risk factors that could materially affect the Company’s financial condition and/or future operating results and could cause actual events to differ materially from those described in forward-looking information relating to the Company. The risks and uncertainties described below are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties, including those that the Company does not know about now or that it currently deems immaterial, may also adversely affect the Company’s business.
Further risk factors are discussed in more detail in the Company’s AIF.
Negative Operating Cash Flow and Dependence on Third-Party Financing
Given that the Company’s properties have yet to enter commercial production and generate cash flow, the Company had negative operating cash flow for the year ended December 31, 2025. The Company has no history of earnings or a return on investment, and there is no assurance that any of its properties or any business that the Company may acquire or undertake will generate earnings, operate profitably or provide a return on investment in the future. As a result, the Company is dependent on third-party financing to continue exploration and pursue potential development activities on the Company’s properties. Accordingly, the amount and timing of capital expenditures and the Company’s ability to conduct further exploration and development activities at its properties depends on the Company’s cash reserves and access to third-party financing. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Company’s properties, including the Larocque East Property and the Tony M Mine, or require the Company to sell one or more of its properties.
Furthermore, additional financing may not be available when needed, or if available, the terms of such financing might not be favourable to the Company and might involve substantial dilution to existing IsoEnergy Shareholders. The Company’s access to third-party financing depends on a number of factors, including the price of uranium, the results of ongoing exploration and development, any economic or other analysis performed with respect to the Company’s properties, a significant event disrupting the Company’s business or the uranium industry generally, or other factors may make it difficult or impossible to obtain financing through debt, equity, or other means on favourable terms, or at all. Failure to raise capital when needed would have a material adverse effect on the Company’s business, financial condition, prospects and outlook.
Price of Uranium
The Company’s profitability and long-term viability depend, in large part, upon the market price of uranium. The price of uranium has historically experienced, and may experience in the future, volatility and significant price movements over short periods of time. Market price fluctuations of uranium could adversely affect the profitability of the Company’s operations and lead to impairments and write downs of mineral properties. Historically, the fluctuations in these prices have been, and are expected to continue to be, affected by numerous factors beyond the Company’s control, including but not limited to, demand for nuclear power; political and economic conditions in uranium producing and consuming countries; public and political response to a nuclear accident; improvements in nuclear reactor efficiencies; reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails; sales of excess inventories by governments and industry participants; and production levels and production costs in key uranium producing countries. 42
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
A decrease in the market price of uranium could adversely affect the price of the Common Shares and the Company’s ability to finance the exploration and development of its properties, which would have a material adverse effect on the Company’s future results of operations, cash flows and financial position. In addition, declining uranium prices can impact operations by requiring a reassessment of the feasibility of a particular project. Even if a project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays and/or may interrupt operations until the reassessment can be completed, which may have a material adverse effect on the Company’s exploration and development prospects, cash flows and financial position. Depending on the price of uranium and other minerals, any cash flow from future mining operations may not be sufficient and the Company could be forced to discontinue production, if any, and may lose its interest in, or may be forced to sell, some of its properties (or an interest therein). Future production, if any, from the mining properties of the Company is dependent upon the prices of uranium and other minerals being adequate to make these properties economic.
Public Acceptance of Nuclear Energy and Alternate Sources of Energy
Maintaining the demand for uranium at current levels and achieving any growth in demand in the future will depend on society’s acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological, and environmental factors affecting the nuclear industry, including reinvigorated public attention following the 2011 accident at Fukushima in Japan, the industry is subject to public opinion risks that could impact the demand for nuclear power and the future prospects for nuclear power generation, which could have a material adverse effect on the Company’s earnings, cash flows, financial condition, results of operations or prospects.
In addition, the Company may be impacted by changes in regulation and public perception of the safety of nuclear power plants, which could adversely affect the construction of new plants, the demand for uranium and the future prospects for nuclear generation. These events could have a material adverse effect on the Company’s earnings, cash flows, financial condition, results of operations or prospects. A major shift in the power generation industry towards non-nuclear power or non-uranium-based sources of nuclear energy, whether due to lower cost of power generation associated with such sources, government policy decisions, or otherwise, could also have a material adverse effect on the Company’s earnings, cash flows, financial condition, results of operations or prospects.
Competition with Other Viable Energy Sources
Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydroelectricity. Sustained lower prices of oil, natural gas, coal and hydroelectricity may result in lower demand for uranium concentrates and uranium conversion services, which in turn may result in lower market prices for uranium, which would materially and adversely affect the Company’s business, financial condition and results of operations. In addition, technical advancements in renewable and other alternate forms of energy, such as wind and solar power, could make these forms of energy more commercially viable and ultimately put additional pressure on the demand for uranium concentrates.
Economics of Developing Mineral Properties
Mineral exploration and development is speculative and involves a high degree of risk. While the discovery of a mineral deposit may result in substantial rewards, few properties which are explored are commercially mineable and ultimately developed into producing mines.
The Company has not defined current Mineral Reserves at the Larocque East Property, the Tony M Mine or any of its other properties and there can be no assurance that any of the properties under exploration contain commercial quantities of any minerals. Even if commercial quantities of minerals are identified, there can be no assurance that the Company will be able to exploit the resources or, if the Company is able to exploit them, that it will do so on a profitable basis. 43
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Should any Mineral Reserves exist, substantial expenditures will be required to confirm Mineral Reserves which are sufficient to commercially mine and to obtain the required environmental approvals and permitting required to commence commercial operations. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or feasibility studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (i) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies and construction of production facilities; (ii) availability and costs of financing; (iii) ongoing costs of production; (iv) uranium prices, which are historically cyclical; (v) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (vi) political climate and/or governmental regulation and control. Development projects are also subject to the successful completion of engineering studies, issuance of necessary governmental permits, and availability of adequate financing. Development projects have no operating history upon which to base estimates of future cash flow.
The ability to sell and profit from the sale of any eventual mineral production from the Tony M Mine, the Larocque East Property or any other project of the Company will be subject to the prevailing conditions in the minerals marketplace at the time of sale. The global minerals marketplace is subject to global economic activity and changing attitudes of consumers and other end-users’ demand for mineral products. Many of these factors are beyond the control of a mining company and therefore represent a market risk which could impact the long-term viability of the Company and its operations.
Market Price of Securities
The Common Shares are listed on the TSX and on the NYSE American. Securities markets have had a high level of price and volume volatility, and the market price of securities of many resource companies, particularly those considered exploration or development stage companies, have experienced wide fluctuations in price that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.
The trading price of the Common Shares may increase or decrease in response to a number of events and factors, not related to the Company’s performance, and are, therefore, not within the Company’s control, including but not limited to, the market in which the Common Shares are traded, the strength of the economy generally, the price of uranium, the availability and attractiveness of alternative investments and the breadth of the public market for the Common Shares. The effect of these factors and others on the market price of the Common Shares in the future cannot be predicted.
Regulatory Factors and International Trade Restrictions
The international uranium industry, including the supply of uranium concentrates, is relatively small, highly competitive and heavily regulated. Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. The development of mines and related facilities is contingent upon governmental approvals that are complex and time consuming to obtain and which, depending upon the location of the project, involve multiple governmental agencies. The duration and success of such approvals are subject to many variables outside of the Company’s control. Any significant delays in obtaining or renewing such permits or licences in the future could have a material adverse effect on the Company.
In addition, the international marketing and trade of uranium is subject to potential changes in governmental policies, regulatory requirements and international trade restrictions (including trade agreements, customs, duties and taxes), which are beyond the control of the Company. Changes in regulatory requirements, customs, duties or taxes may affect the supply of uranium to the United States and Europe, which are currently the largest consumption markets for uranium in the world, as well as the future of supply to developing markets, such as China and India. 44
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
The supply of uranium is, to some extent, impeded by a number of international trade agreements and policies. These and any similar future agreements, governmental legislation, policies or trade restrictions are beyond the Company’s control and may affect the supply of uranium available in the United States, Europe and Asia, the world’s largest markets for uranium. If the Company achieves commercial production but is unable to supply uranium to important markets in the United States or Europe, its business, financial condition and results of operations may be materially adversely affected. In addition, there can be no assurance that governments will not enact legislation or take other actions that restricts who can buy or supply uranium, which may have a material adverse effect on the price of uranium and the Company’s financial condition and results of operations.
In particular, pursuant to an executive order, the United States has enacted significant new import tariffs on certain trade and transactions with Canada and other trading partners. Canada has enacted retaliatory import tariffs on certain trade and transactions from the United States. There is significant uncertainty surrounding further changes in governmental policy, particularly with respect to such trade policies, treaties and tariffs. These developments, and any similar further changes in governmental policy, may have a material adverse effect on global economic conditions and financial markets. The full economic impact of any such changes in governmental policy on the Company remains uncertain and is dependent on the severity and duration of the tariffs and any other measures imposed which, if prolonged, could increase costs and decrease demand for any minerals that may be extracted by the Company.
For a comprehensive list of the risks and uncertainties facing the Company, please see “Risk Factors” in the Company’s AIF and the “Industry and Economic Factors that May Affect the Business” included above in the Overall Performance section of this MD&A. These are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties not presently known to the Company or that the Company currently considers immaterial may also impair its business operations. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. Further risk factors are discussed in more detail in the Company’s AIF.
SEGMENT INFORMATION
The Company has one operating segment, being the acquisition, exploration and development of uranium properties. The Company’s non-current assets are in three countries: Canada, the United States and Australia, with the corporate office in Canada. The geographic segmented disclosure of the Company’s financial information is as follows.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at December 31, 2025 | | Canada | | United States | | Australia | | Total | ||||
| Current assets | | $ | 117,888,743 | | $ | 721,059 | | $ | 407,134 | | $ | 119,016,936 |
| Property and equipment | | **** | 680,859 | | **** | 15,132,305 | | **** | — | | **** | 15,813,164 |
| Exploration and evaluation assets | | **** | 112,337,763 | | **** | 139,495,657 | | **** | 27,258,399 | | **** | 279,091,819 |
| Other non-current assets | | **** | — | | **** | 2,292,210 | | **** | 744,152 | | **** | 3,036,362 |
| Total assets | | $ | 230,907,365 | | $ | 157,641,231 | | $ | 28,409,685 | | $ | 416,958,281 |
| Total liabilities | | $ | 12,713,435 | | $ | 2,020,014 | | $ | 798,746 | | $ | 15,532,195 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at December 31, 2024 | | Canada | | United States | | Australia | | Total | ||||
| Current assets | | $ | 59,282,638 | | $ | 193,709 | | $ | 110,056 | | $ | 59,586,403 |
| Property and equipment | | 689,410 | | 15,542,892 | | — | | 16,232,302 | ||||
| Exploration and evaluation assets | | 95,738,413 | | 141,027,791 | | 25,524,894 | | 262,291,098 | ||||
| Other non-current assets | | — | | 2,314,201 | | 411,019 | | 2,725,220 | ||||
| Total assets | | $ | 155,710,461 | | $ | 159,078,593 | | $ | 26,045,969 | | $ | 340,835,023 |
45
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, 2025 | | Canada | | United States | | Australia | | Total | ||||
| Share-based compensation | | $ | 6,261,824 | | $ | — | | $ | 87,092 | | $ | 6,348,916 |
| Administrative salaries, contractor and director fees | | **** | 4,264,052 | | **** | 78,492 | | **** | 94,114 | | **** | 4,436,658 |
| Investor relations | | **** | 1,640,925 | | **** | — | | **** | — | | **** | 1,640,925 |
| Office and administrative | | **** | 970,030 | | **** | 89,040 | | **** | 32,164 | | **** | 1,091,234 |
| Professional and consultant fees | | **** | 3,539,604 | | **** | 408,770 | | **** | — | | **** | 3,948,374 |
| Travel | | **** | 638,326 | | **** | 8,079 | | **** | — | | **** | 646,405 |
| Public company costs | | **** | 1,312,607 | | **** | — | | **** | — | | **** | 1,312,607 |
| Total general and administrative expenditure | | $ | 18,627,368 | | $ | 584,381 | | $ | 213,370 | | $ | 19,425,119 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31, 2024 | | Canada | | United States | | Australia | | Total | ||||
| Share-based compensation | | $ | 5,181,245 | | $ | — | | $ | 103,900 | | $ | 5,285,145 |
| Administrative salaries, contractor and director fees | | 4,972,700 | | 74,914 | | 72,413 | | 5,120,027 | ||||
| Investor relations | | 897,110 | | — | | — | | 897,110 | ||||
| Office and administrative | | 636,603 | | 132,386 | | 33,483 | | 803,472 | ||||
| Professional and consultant fees | | 3,653,186 | | 783,468 | | — | | 4,436,654 | ||||
| Travel | | 565,145 | | — | | — | | 565,145 | ||||
| Public company costs | | 559,212 | | — | | — | | 559,212 | ||||
| Total general and administrative expenditure | | $ | 16,466,201 | | $ | 990,768 | | $ | 209,796 | | $ | 17,666,765 |
The Company disposed of all net assets in the Argentina reporting segment in the year ended December 31, 2024. All income and expenses associated with the Argentina reporting segment are classified as discontinued operations. Results for the comparative period include:
| | | | |
|---|---|---|---|
| | | Year ended | |
| | | December 31, 2024 | |
| Office and administrative expenses | | $ | 73,600 |
| Professional and consultant fees | | 54,758 | |
| Loss from discontinued operations | | $ | (128,358) |
DISCLOSURE CONTROLS AND INTERNAL CONTROL OVER FINANCIAL REPORTING
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow for timely decisions about public disclosures. The Company’s management, with the participation of its CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in the rules of the SEC and Canadian Securities Administrators. Based on the results of that evaluation, the Company’s CEO and CFO have concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures framework provides reasonable assurance that the information required to be disclosed by the Company in reports it files is recorded, processed, summarized and reported, within the appropriate time periods and is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required information to be disclosed. Internal control over financial reporting (“ICOFR”) are part of disclosure controls and procedures as they related to the production of financial statements in accordance with IFRS. 46
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Internal Control Over Financial Reporting
The Company’s management, with the participation of its CEO and CFO, is responsible for establishing and maintaining adequate ICOFR. Under the supervision of the CEO and CFO, the Company’s ICOFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s ICOFR includes policies and procedures that:
| ● | pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, the transactions and dispositions of assets of the Company; |
|---|---|
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that the Company’s receipts and expenditures are made only in accordance with authorizations of management and the Company’s Board of Directors; and |
| --- | --- |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements. |
| --- | --- |
The Company’s CEO and CFO, with the participation of management, assessed the effectiveness of the Company’s ICOFR. In making this assessment, the criteria set forth in Internal Control – Integrated Framework (2013) (COSO Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) was used. Based on this assessment, the Company’s CEO and CFO have concluded that, as of December 31, 2025, the Company’s ICOFR was effective.
Changes in Internal Control over Financial Reporting
Management, including the CEO and CFO, has evaluated the Company’s ICOFR to determine whether any changes occurred during the period that have materially affected, or are reasonably likely to materially affect, the Company’s ICOFR. During the year ended December 31, 2025 there have been no significant changes in ICOFR that have materially affected, or are reasonably likely to materially affect, the Company’s ICOFR. Under the supervision and with the participation of management, including the CEO and CFO, management will continue to monitor and evaluate the design and effectiveness of its ICOFR and disclosure controls and procedures, and may make modifications from time to time as considered necessary.
Limitations of Controls and Procedures
The Company’s management, including the CEO and CFO, believe that any control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 47
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
NOTE REGARDING FORWARD-LOOKING INFORMATION
This MD&A contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Canadian securities legislation and US securities laws (collectively, “forward-looking information”). Forward-looking information includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, the closing of the Toro Scheme; the potential issuance of additional securities under the Prospectus or otherwise, certain statements relating to “flow-through shares” as defined in the Tax Act, and the tax considerations relating thereto, the Company’s planned exploration and development activities and the anticipated results of ongoing and future exploration and development activities; capital expenditures and proposed work programs at the Company’s properties, the potential for, results of and anticipated timing of commencement of potential future commercial production at IsoEnergy’s properties, including expectations with respect to any permitting, development or other work that may be required to bring any of the projects into development or production. Generally, but not always, forward-looking information and statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof. Statements relating to Mineral Resources may also be deemed forward-looking information as they involve estimates of the mineralization that will be encountered if a mineral deposit is developed and mined.
Such forward-looking information and statements are based on numerous assumptions, including material assumptions and estimates related to the below factors that, while the Company considers them reasonable as of the date of this MD&A, they are inherently subject to significant business, economic and competitive uncertainties and contingencies. Such assumptions include among others, that the results of planned exploration activities are completed as anticipated, that the results of the planned exploration activities are as anticipated, that the anticipated cost of planned exploration activities are as anticipated, that the Company will be able to execute its strategy as expected, that new mining techniques will have beneficial applications as expected and be available for use by the Company, continued engagement and collaboration with the communities and stakeholders, that general business and economic conditions will not change in a material adverse manner, including the price of uranium, that financing will be available if and when needed and on reasonable terms, and that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company’s planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing, uncertainty of additional financing, risks associated with the uncertainty of exploration results and estimates and that the Mineral Resource potential will be achieved on exploration projects, the Company having no known Mineral Reserves, resources may not be converted to reserves, the limited operating history of the Company, the influence of a large shareholder, alternative sources of energy and uranium prices, aboriginal title and consultation issues, reliance on key management and other personnel, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, availability of third party contractors, availability of equipment and supplies, failure of equipment to operate as anticipated; accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals and the risk factors with respect to the Company set out in the AIF and the Company’s other filings with the Canadian and US securities regulators and available under IsoEnergy’s profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. 48
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.
HISTORICAL ESTIMATES
Each of the Mineral Resource estimates contained in this MD&A, except for the Larocque East Project and Tony M Mine, are considered to be “historical estimates” as defined under NI 43-101, and have been sourced as follows:
| ● | Daneros Mine: Reported by Energy Fuels in a technical report entitled “Updated Report on the Daneros Mine Project, San Juan County, Utah, U.S.A.”, prepared by Douglas C. Peters, C. P. G., of Peters Geosciences, dated March 2, 2018; |
|---|---|
| ● | Sage Plain Project: Reported by Energy Fuels in a technical report entitled “Updated Technical Report on Sage Plain Project (Including the Calliham Mine)”, prepared by Douglas C. Peters, CPG of Peters Geosciences, dated March 18, 2015; |
| --- | --- |
| ● | Coles Hill: Reported by Virginia Uranium Holdings Inc. in a technical report entitled “NI43-101 preliminary economic assessment update (revised)”, prepared by John I Kyle of Lyntek Incorporated dated August 19, 2013; |
| --- | --- |
| ● | Dieter Lake: Dated 2006 and reported by Fission Energy Corp. in a company report entitled “Technical Report on the Dieter Lake Property, Quebec, Canada” dated October 7, 2011; |
| --- | --- |
| ● | Matoush: Dated December 7, 2012 and reported by Strateco Resources Inc. in a press release dated December 7, 2012; |
| --- | --- |
| ● | Ben Lomond: Dated as of 1982, and reported by Mega Uranium Ltd. in a company report entitled “Technical Report on the Mining Leases Covering the Ben Lomond Uranium-Molybdenum Deposit Queensland, Australia” dated July 16, 2005; and |
| --- | --- |
| ● | Milo Project: Reported by Gmb Resources Ltd. in a scoping study entitled “Milo Project Scoping Study” prepared by Peter Owens and Basile Dean of Mining One Consultants, dated March 6, 2013. |
| --- | --- |
In each instance, the historical estimate is reported using the categories of Mineral Resources and Mineral Reserves as defined by the Canadian Institute CIM Definition Standards for Mineral Reserves, and Mineral Reserves at that time, and these “historical estimates” are not considered by IsoEnergy to be current. In each instance, the reliability of the historical estimate is considered reasonable, but a Qualified Person has not done sufficient work to classify the historical estimate as a current Mineral Resource, and IsoEnergy is not treating the historical estimate as a current Mineral Resource. The historical information provides an indication of the exploration potential of the properties but may not be representative of expected results.
For the Daneros Mine, as disclosed in the above noted technical report, the historical estimate was prepared by Energy Fuels using a wireframe model of the mineralized zone based on an outside bound of a 0.05% eU3O8 grade cutoff at a minimum thickness of 1 foot. Surface drilling would need to be conducted to confirm resources and connectivity of resources in order to verify the Daneros historical estimate as a current Mineral Resource. 49
| ISOENERGY LTD. |
|---|
| For the years ended December 31, 2025 and 2024 |
For the Sage Plain Project, as disclosed in the above noted technical report, the historical estimate was prepared by Peters Geosciences using a modified polygonal method. An exploration program would need to be conducted, including twinning of historical drill holes, in order to verify the Sage Plain historical estimate as a current Mineral Resource.
For the Coles Hill Project, as disclosed in the above noted revised preliminary economic assessment, the historical estimated was prepared by John I Kyle of Lyntek Incorporated. Twinning of a selection of certain holes would need to be completed along with updating of mining, processing and certain cost estimates in order to verify the Coles Hill Project historical resource estimate as a current Mineral Resource estimate.
For Dieter Lake, as disclosed in the above noted technical report, the historical estimate was prepared by Davis & Guo using the Thiessen (Voronoi) polygon method. Data constraints used were 200 ppm, 500 ppm, and 1000ppm U3O8 over a minimum of 1 metre thickness. Polygons created had radii of 200 metres. A rock density of 2.67g/cm3 was used. An exploration program would need to be completed, including twinning of historical drill holes, in order to verify the Dieter Lake historical estimate as a current Mineral Resource.
For Matoush, as disclosed in the above noted press release, the historical estimate was prepared by RPA using block U3O8 grades within a wireframe model that were estimated by ordinary kriging. The historical estimate was estimated at a cut-off grade of 0.1% U3O8 and using an average long-term uranium price of US$75 per pound. Six zones make up the historical estimate at Matoush: am-15, mt-34, mt-22, mt-02, mt-06, and mt-36. Each zone is made up of one or more lenses, most of which strike north (009°) and dip steeply (87°) to the east. Outlines of the mineralized lenses were interpreted on ten-metre spaced vertical sections. Minimum criteria of 0.10% U3O8 over 1.5 metre true thickness was used as a guide. An exploration program would need to be conducted, including twinning of historical drill holes, in order to verify the Matoush historical estimate as a current Mineral Resource.
For Ben Lomond, as disclosed in the above noted technical report, the historical estimate was prepared by the Australian Atomic Energy Commission (AAEC) using a sectional method. The parameters used in the selection of the ore intervals were a minimum true thickness of 0.5 metres and maximum included waste (true thickness) of 5 metres. Resource zones were outlined on 25 metre sections using groups of intersections, isolated intersections were not included. The grades from the composites were area weighted to give the average grade above a threshold of 500 ppm uranium. The area was measured on each 25 metre section to give the tonnage at a bulk density of 2.603. An exploration program would need to be conducted, including twinning of historical drill holes, in order to verify the Ben Lomond historical estimate as a current Mineral Resource.
For the Milo Project, as disclosed in the above noted scoping study, the historical estimate was prepared by Peter Owens and Basile Dean of Mining One Consultants. An exploration program would need to be conducted, including twinning of a selection of certain holes, along with updating of mining processing and certain cost estimates in order to verify the Milo Project historical resource estimate as a current Mineral Resource estimate.
APPROVAL
The Audit Committee and the Board have approved the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it and can be located, along with additional information, on the Company’s profile on SEDAR+ at www.sedarplus.ca, on EDGAR at www.sec.gov, or by contacting one of the corporate offices, located at Suite 900 – 410 22^nd^Street E, Saskatoon, Saskatchewan, S7K 5T6 and 217 Queen St. West, Suite 401, Toronto, Ontario, M5V 0P5. 50
IsoEnergy Ltd._December 31, 2025
Exhibit 99.3

Audited Consolidated Financial Statements of
ISOENERGY LTD.
For the years ended December 31, 2025 and 2024
Management’s Responsibility for Financial Reporting
The accompanying audited consolidated financial statements, related note disclosures, and other financial information contained in the management’s discussion and analysis of IsoEnergy Ltd. (the “Company”) were prepared by management in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Management acknowledges responsibility for the preparation and presentation of the audited annual consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances.
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the internal control framework set out in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
The Board of Directors is responsible for reviewing and approving the audited annual consolidated financial statements together with the other financial information of the Company and for ensuring that management fulfills its financial reporting and internal control responsibilities. The Board of Directors carries out this responsibility principally through its Audit Committee.
The Audit Committee is appointed by the Board of Directors and all of its members are non-management directors. The Audit Committee reviews the audited consolidated financial statements, management’s discussion and analysis, the external auditors’ report, examines the fees and expenses for audit services, and considers the engagement or reappointment of the external auditors. The Audit Committee reports its findings to the Board of Directors for its consideration when approving the consolidated financial statements for issuance to the shareholders. KPMG LLP, the external auditors, have full and free access to the Audit Committee.
| /s/ Philip Williams | | /s/ Graham du Preez |
|---|---|---|
| | | |
| Philip Williams<br>Chief Executive Officer | | Graham du Preez<br>Chief Financial Officer |
Toronto, Canada
February 26, 2026
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of IsoEnergy Ltd.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of IsoEnergy Ltd. (the Company) as of December 31, 2025 and 2024, the related consolidated statements of loss and other comprehensive loss, changes in equity, and cash flows for each of the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the financial performance and its cash flows for each of the years then ended, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ KPMG LLP
Chartered Professional Accountants
We have served as the Company’s auditor since 2018.
Vancouver, Canada
February 26, 2026
3
ISOENERGY LTD.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
As at
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | Note | | December 31, 2025 | | December 31, 2024 | ||
| ASSETS | | | | | | | | |
| Current | | | | | | | | |
| Cash and cash equivalents | | | | $ | 62,906,168 | $ | 21,294,663 | |
| Accounts receivable | | | | 546,794 | | 500,249 | ||
| Prepaid expenses | | | | 2,112,419 | | 489,921 | ||
| Loan receivable | | 6b | | **** | — | | 6,120,503 | |
| Marketable securities | | 7 | | **** | 53,451,555 | | 31,181,067 | |
| | | | | $ | 119,016,936 | | 59,586,403 | |
| Non-Current | | | | | | | ||
| Property and equipment | | 8 | | **** | 15,813,164 | | 16,232,302 | |
| Exploration and evaluation assets | | 9 | | **** | 279,091,819 | | 262,291,098 | |
| Environmental bonds | | 10 | | **** | 3,036,362 | | 2,725,220 | |
| TOTAL ASSETS | | | | $ | 416,958,281 | | $ | 340,835,023 |
| | | | | | | | | |
| LIABILITIES | | | | | | | ||
| Current | | | | | | | ||
| Accounts payable and accrued liabilities | | | | $ | 2,109,193 | | $ | 3,348,296 |
| Convertible debentures | | 11 | | **** | 5,430,859 | | 30,279,306 | |
| Current portion of lease liabilities | | | | | 164,125 | | 121,165 | |
| Flow-through share premium liabilities | | 12 | | **** | 4,695,312 | | 1,355,210 | |
| | | | | $ | 12,399,489 | | 35,103,977 | |
| Non-Current | | | | | | | ||
| Long-term portion of lease liabilities | | | | 277,572 | | 281,721 | ||
| Asset retirement obligation | | 10 | | **** | 2,416,158 | | 2,026,975 | |
| Deferred income tax liability | | 13 | | **** | 438,976 | | 259,191 | |
| TOTAL LIABILITIES | | | | $ | 15,532,195 | $ | 37,671,864 | |
| | | | | | | | | |
| EQUITY | | | | | | | ||
| Share capital | | 14 | | $ | 461,832,359 | | $ | 362,941,599 |
| Share option and warrant reserve | | 14 | | **** | 37,289,167 | | 33,154,239 | |
| Accumulated deficit | | | | (103,671,645) | | (102,545,246) | ||
| Accumulated other comprehensive income | | | | 5,976,205 | | 9,612,567 | ||
| TOTAL EQUITY | | | | $ | 401,426,086 | | $ | 303,163,159 |
| | | | | | | | | |
| TOTAL LIABILITIES AND EQUITY | | | | $ | 416,958,281 | | $ | 340,835,023 |
Nature of operations (Note 2)
Material accounting policies (Note 5)
Commitments (Note 12)
Subsequent events (Note 6a, 7, 20)
The accompanying notes are an integral part of the consolidated financial statements
These consolidated financial statements were authorized for issue by the Board of Directors on February 26, 2026
| “Philip Williams” | | “Peter Netupsky” |
|---|---|---|
| Philip Williams, CEO, Director | | Peter Netupsky, Director |
4
ISOENERGY LTD.
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
For the years ended December 31
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | Note | | 2025 | | 2024 | ||
| General and administrative costs | | | | | | |||
| Share-based compensation | 14,15 | | $ | 6,348,916 | | $ | 5,285,145 | |
| Administrative salaries, contractor and director fees | 15 | | **** | 4,436,658 | | 5,120,027 | ||
| Investor relations | **** | | | 1,640,925 | | 897,110 | ||
| Office and administrative | 15 | | **** | 1,091,234 | | 803,472 | ||
| Professional and consultant fees | **** | | | 3,948,374 | | 4,436,654 | ||
| Travel | **** | | | 646,405 | | 565,145 | ||
| Public company costs | **** | | | 1,312,607 | | 559,212 | ||
| Total general and administrative costs | | | | $ | (19,425,119) | | $ | (17,666,765) |
| Interest income | | | | 1,792,730 | | 2,391,377 | ||
| Interest expense | | 10 | | **** | (144,301) | | (128,498) | |
| Interest on convertible debentures | | 11 | | **** | (796,637) | | (1,246,850) | |
| Fair value gain on convertible debentures | | 11 | | **** | 709,657 | | 7,103,656 | |
| Gain on disposal of assets | | 6a,d,e | | **** | 13,439,425 | | 5,300,611 | |
| Disposals and impairment of assets | | 6c,9b | | **** | (935,814) | | (39,958,977) | |
| Foreign exchange loss | | | | (77,575) | | (75,588) | ||
| Other loss | | 11 | | **** | (167,938) | | — | |
| Other income | | | | 709,920 | | 141,502 | ||
| Loss from operations | | | | $ | (4,895,652) | | $ | (44,139,532) |
| Deferred income tax recovery | | 13 | | **** | 3,769,253 | | 2,132,799 | |
| Loss from continuing operations | | | | $ | (1,126,399) | | $ | (42,006,733) |
| Loss from discontinued operations, net of tax | | 6a | | | — | | (128,358) | |
| Loss for the period | | | | $ | (1,126,399) | | $ | (42,135,091) |
| | | | | | | | | |
| Other comprehensive (loss) income | | | | | | | ||
| Change in fair value of convertible debentures attributable to the change in credit risk | | 11 | | **** | 15,183 | | 65,279 | |
| Change in fair value of marketable securities | | 7 | | **** | 3,644,064 | | (2,728,913) | |
| Currency translation adjustment | | | | | (6,801,661) | | 12,548,345 | |
| Deferred tax (expense) recovery | | 13 | | **** | (493,948) | | 287,327 | |
| Total other comprehensive (loss) income | | | | $ | (3,636,362) | | $ | 10,172,038 |
| Total comprehensive loss for the period | | | | $ | (4,762,761) | | $ | (31,963,053) |
| | | | | | | | | |
| Loss per common share – continuing operations^1^ | | | | | | | ||
| Basic | | | | $ | (0.02) | | $ | (0.94) |
| Diluted | | | | $ | (0.04) | | $ | (1.02) |
| Weighted average number of common shares outstanding^1^ | | | | | | | ||
| Basic | | | | 51,005,995 | | 44,500,678 | ||
| Diluted | | | | 51,671,765 | | 47,430,512 |
Loss per common share associated with discontinued operations (Note 6a)
^1^Per share amounts and weighted average common shares outstanding for the comparative period have been retroactively restated (Note 14).
The accompanying notes are an integral part of the consolidated financial statements
5
ISOENERGY LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in Canadian Dollars)
| | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | Accumulated | | | | |
| | | | | Number of | | | | | Share option | | | | | other | | | | ||
| | | | | common | | | | | and warrant | | Accumulated | | comprehensive | | | | |||
| | | Note | | shares^1^ | | Share capital | | reserve | | deficit | | income (loss) | | Total | |||||
| Balance as at January 1, 2024 | | | | 43,225,678 | | $ | 334,963,627 | | $ | 29,188,821 | | $ | (60,410,155) | | $ | (721,736) | | $ | 303,020,557 |
| Shares issued in private placements | | 14 | | 920,000 | | | 23,000,000 | | | — | | | — | | | — | | | 23,000,000 |
| Share issue cost, net of tax | 14 | — | | (1,242,784) | | — | | — | | — | | (1,242,784) | |||||||
| Premium on flow-through shares | 12 | — | | (3,680,000) | | — | | — | | — | | (3,680,000) | |||||||
| Shares issued on the exercise of stock options | 14 | 239,865 | | 4,580,047 | | (1,950,028) | | — | | — | | 2,630,019 | |||||||
| Shares issued on the exercise of warrants | 14 | 274,808 | | 4,446,881 | | (819,407) | | — | | — | | 3,627,474 | |||||||
| Shares issued to settle liability | 14 | 31,318 | | 524,998 | | — | | — | | — | | 524,998 | |||||||
| Shares issued to settle interest | 11,14 | 25,265 | | 348,830 | | — | | — | | — | | 348,830 | |||||||
| Share-based payments | 14 | — | | — | | 6,734,853 | | — | | — | | 6,734,853 | |||||||
| Loss for the period | | | — | | — | | — | | (42,135,091) | | — | | (42,135,091) | ||||||
| Opening currency translation adjustment in foreign subsidiary disposed | 6a | — | | — | | — | | — | | 162,265 | | 162,265 | |||||||
| Other comprehensive income for the period | | | — | | — | | — | | — | | 10,172,038 | | 10,172,038 | ||||||
| Balance as at December 31, 2024 | **** | | | 44,716,934 | | $ | 362,941,599 | | $ | 33,154,239 | | $ | (102,545,246) | | $ | 9,612,567 | | $ | 303,163,159 |
| | | | | | | | | | | | | | | | | | | | |
| Balance as at January 1, 2025 | **** | | | 44,716,934 | | $ | 362,941,599 | | $ | 33,154,239 | | $ | (102,545,246) | | $ | 9,612,567 | | $ | 303,163,159 |
| Shares issued from financings | 14 | | 7,080,325 | | 77,472,375 | | — | | — | | — | | 77,472,375 | ||||||
| Share issue cost, net of tax | 14 | | — | | (3,265,419) | | — | | — | | — | | (3,265,419) | ||||||
| Premium on flow-through shares issued | 12 | | — | | (8,002,950) | | — | | — | | — | | (8,002,950) | ||||||
| Shares issued on the exercise of stock options and RSUs | 14 | | 580,142 | | 6,824,317 | | (3,594,581) | | — | | — | | 3,229,736 | ||||||
| Shares issued on conversion of 2020 Debentures | 11,14 | | 2,417,068 | | 24,291,545 | | — | | — | | — | | 24,291,545 | ||||||
| Shares issued for exploration and evaluation asset | 9a,14 | | 16,666 | | 161,160 | | — | | — | | — | | 161,160 | ||||||
| Shares issued to settle interest | 11,14 | | 17,761 | | 188,732 | | — | | — | | — | | 188,732 | ||||||
| Shares issued to purchase marketable securities | 7,14 | | 100,000 | | 1,221,000 | | — | | — | | — | | 1,221,000 | ||||||
| Share-based payments | 14,15 | | — | | — | | 7,729,509 | | — | | — | | 7,729,509 | ||||||
| Loss for the period | | | — | | — | | — | | (1,126,399) | | — | | (1,126,399) | ||||||
| Other comprehensive loss for the period | | | — | | — | | — | | — | | (3,636,362) | | (3,636,362) | ||||||
| Balance as at December 31, 2025 | | | 54,928,896 | | $ | 461,832,359 | | $ | 37,289,167 | | $ | (103,671,645) | | $ | 5,976,205 | | $ | 401,426,086 |
^1^Certain of the number of outstanding common shares issued have been retroactively restated for all periods presented (Note 14).
The accompanying notes are an integral part of the consolidated financial statements
6
ISOENERGY LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
For the years ended December 31
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | Note | | 2025 | | 2024 | ||
| | | | | | | | | |
| Cash flows used in operating activities | | | | | | |||
| Loss for the period | | | | $ | (1,126,399) | | $ | (42,135,091) |
| Items not involving cash: | | | | | | |||
| Share-based compensation | 14 | | **** | 6,348,916 | | 5,285,145 | ||
| Deferred income tax recovery | 13 | | **** | (3,769,253) | | (2,132,799) | ||
| Interest on convertible debentures | 11 | | **** | 796,637 | | 1,246,850 | ||
| Fair value gain on convertible debentures | 11 | | **** | (709,657) | | (7,103,656) | ||
| Gain on disposal of assets | 6a,d,e | | **** | (13,439,425) | | (5,300,611) | ||
| Disposals and impairment of assets | 6c,9b | | **** | 935,814 | | 39,958,977 | ||
| Depreciation expense | 8,19 | | **** | 294,231 | | 237,636 | ||
| Interest and accretion | 10 | | **** | 144,301 | | 128,498 | ||
| Interest income on loan receivable | 6b | | **** | (48,492) | | (220,639) | ||
| Other loss | 11 | | **** | 167,938 | | | — | |
| Unrealized foreign exchange gain | | | | **** | (7,144) | | (78,550) | |
| Changes in non-cash working capital | | | | | | |||
| Accounts receivable | | | | **** | (45,123) | | 260,305 | |
| Prepaid expenses | | | | **** | (820,100) | | (113,787) | |
| Accounts payable and accrued liabilities | | | | **** | (1,529,326) | | (313,437) | |
| | | | | $ | (12,807,082) | | $ | (10,281,159) |
| | | | | | | | | |
| Cash flows used in investing activities | | | | | | |||
| Additions to exploration and evaluation assets | 9a, 19 | | $ | (23,541,618) | | $ | (21,768,491) | |
| Acquisition of exploration and evaluation assets | 9a, 19 | | **** | (2,630) | | (578,107) | ||
| Additions to property and equipment | 8, 19 | | **** | (494,177) | | (618,526) | ||
| Acquisitions of marketable securities | 7 | | **** | (2,670,424) | | (3,147,290) | ||
| Loan received and advanced, including interest | 6b | | **** | 6,168,995 | | (5,899,864) | ||
| Environmental bonds posted | 10 | | **** | (412,663) | | — | ||
| Cash in asset group disposed of | 6a | | **** | — | | (24,728) | ||
| | | | | $ | (20,952,517) | | $ | (32,037,006) |
| | | | | | | | | |
| Cash flows from financing activities | | | | | | |||
| Shares issued | 14 | | $ | 77,472,375 | | $ | 23,000,000 | |
| Share issuance cost | 14 | | **** | (4,473,177) | | (1,702,444) | ||
| Shares issued for warrant exercise | 14 | | **** | — | | 3,627,474 | ||
| Shares issued for option exercise | 14 | | **** | 3,229,736 | | 2,630,019 | ||
| Interest payment on debentures | 11 | | **** | (590,918) | | (898,020) | ||
| Lease liability payments | | | | **** | (173,490) | | (156,000) | |
| | | | | $ | 75,464,526 | | $ | 26,501,029 |
| Effects of exchange rate changes on cash | | | | **** | (93,422) | | 78,549 | |
| Change in cash and cash equivalents | | | | $ | 41,611,505 | | $ | (15,738,587) |
| Cash and cash equivalents, beginning of period | | | | **** | 21,294,663 | | 37,033,250 | |
| Cash and cash equivalents, end of period | | | | $ | 62,906,168 | | $ | 21,294,663 |
| | | | | | | | | |
| Cash and cash equivalents is comprised of: | | | | | | | ||
| Cash | | | | $ | 50,553,305 | | $ | 21,294,663 |
| Short-term cash deposits | | | | **** | 12,352,863 | | — | |
| Cash and cash equivalents | | | | $ | 62,906,168 | | $ | 21,294,663 |
Cash flows associated with discontinued operations (Note 6a)
Supplemental disclosure with respect to cash flows (Note 19)
The accompanying notes are an integral part of the consolidated financial statements
7
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 1. | REPORTING ENTITY |
|---|
IsoEnergy Ltd. (“IsoEnergy”, or the “Company”) is engaged in the acquisition, exploration and development of uranium properties in Canada, the United States of America and Australia. The Company’s registered and records office is located at 217 Queen Street West, Unit 401, Toronto, Ontario M5V 0R2. On June 20, 2024, the Company announced its continuance from the province of British Columbia to the province of Ontario under the same name. The Company’s common shares were previously listed on the TSX Venture Exchange (the “TSXV”), prior to being listed on the Toronto Stock Exchange (the “TSX”) on July 8, 2024 under the symbol “ISO”. The Company’s common shares began trading on the New York Stock Exchange American LLC (“NYSE-A”) on May 5, 2025 under the symbol “ISOU”.
The Company primarily holds its mineral interests directly or indirectly through the following wholly owned subsidiaries:
| ● | Consolidated Uranium Inc. (“Consolidated Uranium”) (Ontario, Canada) |
|---|---|
| ● | ICU Australia Pty Ltd. (Australia) |
| --- | --- |
| ● | Management X Pty Ltd. (Australia) |
| --- | --- |
| ● | CUR Australia Pty Ltd. (Australia) |
| --- | --- |
| ● | 12942534 Canada Ltd. (Canada) |
| --- | --- |
| ● | Virginia Uranium Inc. (Virginia, United States) |
| --- | --- |
| ● | CUR Sage Plain Uranium, LLC (Utah, United States) |
| --- | --- |
| ● | CUR Henry Mountains Uranium, LLC (Utah, United States) |
| --- | --- |
| ● | White Canyon Uranium, LLC (Utah, United States) |
| --- | --- |
| ● | 2596190 Alberta Ltd. (Alberta, Canada) (Note 9a) |
| --- | --- |
As of December 31, 2025, NexGen Energy Ltd (“NexGen”) holds 30.0% of IsoEnergy’s outstanding common shares.
| 2. | NATURE OF OPERATIONS |
|---|
As an exploration and development stage company, the Company does not have revenues and historically has recurring operating losses. As at December 31, 2025, the Company had accumulated losses of $103,671,645 and adjusted working capital of $116,743,618 (adjusted working capital is defined as current assets less current liabilities, excluding flow-though share premium liabilities and debenture liabilities). The Company depends on external financing for its operational expenses.
The business of exploring for and mining of minerals involves a high degree of risk. As an exploration company, IsoEnergy is subject to risks and challenges similar to companies at a comparable stage. These risks include, but are not limited to, negative operating cash flow and dependence on third party financing; the uncertainty of additional financing; the Company’s limited operating history; the lack of known mineral reserves; the influence of a large shareholder; alternate sources of energy and uranium prices; aboriginal title and consultation issues; risks related to exploration activities generally; reliance upon key management and other personnel; title to properties; uninsurable risks; conflicts of interest; permits and licenses; environmental and other regulatory requirements; political regulatory risks; competition; and the volatility of share prices.
These consolidated financial statements for the years ended December 31, 2025 and 2024 (the “Financial Statements”) have been prepared using International Financial Reporting Standards (“IFRS”) applicable to a going concern, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The ability of the Company to continue as a going concern is dependent on its ability to obtain financing and achieve future profitable operations.
The underlying value of IsoEnergy’s exploration and evaluation assets is dependent upon the existence and economic recovery of mineral resources or reserves and is subject to, but not limited to, the risks and challenges identified above. 8
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 3. | BASIS OF PRESENTATION |
|---|
Statement of Compliance
These Financial Statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).
Basis of Presentation
The Financial Statements have been prepared on a historical cost basis, except for certain financial instruments which have been measured at fair value. In addition, the Financial Statements have been prepared using the accrual basis of accounting except for cash flow information. All monetary amounts expressed in the Financial Statements are referenced as Canadian dollar amounts (“$”), unless otherwise noted. Monetary amounts expressed in US dollars and Australian dollars are referenced as (“US$”) and (“AUD$”), respectively. The Financial Statements are presented in Canadian dollars, which is the functional currency of the Company and its Canadian subsidiaries. The functional currency for the Company’s subsidiaries in the United States is US dollars. The functional currency for the Company’s subsidiaries in Australia is Australian dollars.
The Financial Statements of the Company consolidate the accounts of the Company and its subsidiaries. All intercompany transactions, balances, and unrealized gains and losses from intercompany transactions are eliminated on consolidation. The Company holds a 50% interest in an unincorporated joint venture with Purepoint Uranium Group Inc. (“Purepoint Uranium”), comprising of a portfolio of exploration and evaluation assets located in Saskatchewan, Canada (the “Purepoint Joint Venture”). The Company accounts for the Purepoint Joint Venture as a joint operation and has proportionately consolidated its share of assets, liabilities, incomes and expenses.
Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases.
| 4. | CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS |
|---|
The preparation of the Financial Statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable in the circumstances. Uncertainty about these judgments, estimates and assumptions could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. 9
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 4. | CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (continued) |
|---|
Information about significant areas of judgement, estimation uncertainty and assumptions considered by management in preparing the Financial Statements are as follows:
| i. | Impairment of Non-Financial Assets |
|---|
At the end of each financial reporting period, the carrying amounts of the Company’s non-financial assets are reviewed to determine whether there is any indication that an impairment loss or reversal of previous impairment should be recorded. Where such an indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment or reversal of previous impairment, if any. With respect to exploration and evaluation assets and property and equipment, the Company is required to make estimates and judgments about future events and circumstances and whether the carrying amount of exploration assets exceeds its recoverable amount. Recoverability depends on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and upon future profitable production or proceeds from the disposition of the exploration and evaluation assets themselves. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could impact management’s assessment as to the overall viability of its properties or its ability to generate future cash flows necessary to cover or exceed the carrying value of the Company’s exploration and evaluation assets and property and equipment.
| ii. | Convertible debentures |
|---|
The Company uses a model based on a system of two coupled Black-Scholes equations to determine the fair value of its debentures. The model involves five key inputs to determine the fair value of the convertible debentures: risk-free interest rate, credit spread, market price at valuation date, expected dividend yield and expected volatility. Certain of the inputs are estimates that involve considerable judgment and are or could be affected by significant factors that are out of the Company’s control. This model is not applied if the current market share price of the Company’s common shares exceeds the exercise price of the convertible securities by a significant margin. When management makes this determination, the debentures are assumed to be converted immediately and sold at the fair market value of the Company’s common shares and are fair valued based on its intrinsic value of the Company’s current fair market value. The determination of this method of valuation involves judgment. Refer to Note 11 for further details.
| iii. | Mineral resource estimates |
|---|
The figures for mineral resources are determined in accordance with National Instrument 43-101, “Standards of Disclosure for Mineral Projects” (“National Instrument 43-101”), issued by the Canadian Securities Administrators. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any mineral reserve or mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Differences between management’s assumptions including economic assumptions such as metal prices and market conditions could have a material effect in the future on the Company’s financial position and results of operations.
| iv. | Estimation of decommissioning and reclamation costs and the timing of expenditure |
|---|
Decommissioning, restoration and similar liabilities are estimated based on the Company’s interpretation of current regulatory requirements, constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities. Cost estimates are updated annually to reflect known developments and are subject to review at regular intervals. 10
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 4. | CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (continued) |
|---|---|
| v. | Deferred income taxes and recoverability of potential deferred tax assets |
| --- | --- |
In assessing when to recognize deferred income tax assets, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. The Company considers whether relevant tax planning opportunities are within the Company’s control, are feasible, and are within management’s ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period.
| vi. | Functional currency |
|---|
Functional currency is the currency of the primary economic environment in which the Company and its subsidiaries operate. If indicators of the primary economic environment are mixed, then management uses its judgment to determine the functional currency that most faithfully represents the economic effect of underlying transactions, events and conditions.
| vii. | Fair value of investment in securities not quoted in an active market or private company investments |
|---|
Where the fair values of financial assets and financial liabilities recorded on the consolidated statement of financial position cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible, but where observable market data is not available, judgment is required to establish fair values.
| 5. | MATERIAL ACCOUNTING POLICIES |
|---|
The accounting policies followed by the Company as set out below have been consistently followed in the preparation of these Financial Statements.
| (a) | Functional and Presentation Currency |
|---|
These Financial Statements are presented in Canadian dollars, which is the functional currency of the Company and its Canadian subsidiaries. The functional currency for the Company’s subsidiaries in the United States is US dollars. The functional currency for the Company’s subsidiaries in Australia is Australian dollars.
Translation of foreign currency transactions and balances
Transactions in foreign currencies are initially recorded in the functional currency at the exchange rates ruling at the date of the transaction. The subsequent payment or receipt of funds related to a transaction is translated at the rate applicable on the date of payment or receipt. Monetary assets and liabilities which are denominated in foreign currencies are re-translated at the rate of exchange ruling at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. All exchange differences in the consolidated financial statements are taken to the Statement of Loss and Other Comprehensive Loss. 11
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 5. | MATERIAL ACCOUNTING POLICIES (continued) |
|---|---|
| (a) | Functional and Presentation Currency (continued) |
| --- | --- |
The assets and liabilities of subsidiaries with functional currency other than Canadian dollars (being the presentation currency of the Company) are translated into Canadian dollars at the exchange rate at the reporting date and the Statement of Loss and Comprehensive Loss is translated at the average exchange rate for the period. On consolidation, exchange differences arising from the translation of these subsidiaries are recognized in Other Comprehensive Loss.
| (b) | Cash and Cash Equivalents |
|---|
Cash and cash equivalents include cash on hand and term deposits which are available on demand or have an initial term of 90 days or less or which are readily convertible to known amounts of cash at any time without significant penalty.
| (c) | Exploration and Evaluation Assets |
|---|
Once the legal right to explore a property has been obtained, exploration and evaluation costs are capitalized as exploration and evaluation assets on an area of interest basis, pending determination of the technical feasibility and commercial viability of the property. Capitalized costs include costs directly related to exploration and evaluation activities in the area of interest. Overhead costs are only allocated to the asset to the extent that those costs can be directly related to operational activities in the relevant area of interest. When a claim is relinquished, or a project is abandoned, the related deferred costs are recognized in profit or loss immediately.
Although the Company has taken steps to verify its title to exploration and evaluation assets in which it has an interest, in accordance with industry standards for similarly advanced exploration properties, these procedures do not guarantee the Company’s title. A property may be subject to unregistered prior agreements or inadvertent non-compliance with regulatory requirements.
At each reporting date, management reviews properties for events and circumstances which may indicate possible impairment.
Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest is demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining and development assets within property, plant and equipment.
| (d) | Equipment |
|---|
*(i)*Recognition and measurement
Items of equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset.
*(ii)*Subsequent costs
The cost of replacing part of an item of equipment is recognized when that cost is incurred, if it is probable that the future economic benefits of the item will flow to the Company and the cost of the item can be measured reliably.
12
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 5. | MATERIAL ACCOUNTING POLICIES (continued) |
|---|---|
| (d) | Equipment (continued) |
| --- | --- |
| (iii) | Depreciation |
| --- | --- |
The carrying amount of equipment (including initial and subsequent capital expenditures) is amortized to the estimated residual value over the estimated useful life of the specific assets. Depreciation is calculated over the estimated useful life of each significant component of equipment as follows:
| Field and office equipment | 5 years straight-line |
|---|---|
| Right-of-use assets | Straight-line over term of the lease |
| Leasehold improvements | Straight-line over term of the lease |
| Furniture | 5 years straight-line |
| Vehicles | 5 years straight-line |
Depreciation methods, useful lives, and residual values are reviewed at least annually and adjusted if appropriate.
| (iv) | Disposal |
|---|
Gains and losses on disposal of an item of equipment are determined by comparing the proceeds from disposal with the carrying amount of the item and are recognized in profit or loss.
| (e) | Impairment – Non-Financial Assets |
|---|
At each reporting date the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
An impairment loss is recognized when the carrying amount of an asset, or a cash generating unit (“CGU”), exceeds its recoverable amount. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
The recoverable amount of an asset is the greater of an asset’s fair value less the cost to sell the asset and its value in use. In assessing value in use, estimated future cash flows are discounted to present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the CGU to which the asset belongs.
Impairment losses are recognized in profit and loss for the period. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGUs and then to reduce the carrying amount of the other assets in the unit on a pro-rata basis.
An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimate used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous years.
Assets that have an indefinite useful life are not subject to depreciation and are tested annually for impairment. 13
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 5. | MATERIAL ACCOUNTING POLICIES (continued) |
|---|---|
| (f) | Asset Retirement Obligations |
| --- | --- |
Asset retirement obligations are recorded when a present legal or constructive obligation exists as a result of past events and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the liability. The unwinding of the discount is recognized as interest expense.
Changes in reclamation estimates are accounted for prospectively as a change in the corresponding capitalized cost.
| (g) | Share Capital |
|---|
Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity. Common shares issued for consideration other than cash, are measured based on the fair value of the consideration received, unless the fair value cannot be estimated reliably, in which case they are measured at the fair value of the shares at the date the shares are issued.
| (h) | Warrants |
|---|
From time to time, warrants are issued as part of a unit which is made up of a common share and a full or partial warrant. The warrant allows the holder to acquire common shares of the Company. The Company uses the residual value in assigning the value to the warrant which is included in the warrant reserve in the statement of changes in equity.
| (i) | Share-based payments |
|---|
The Company’s Omnibus Long-Term Incentive Plan (“Omnibus Plan”) allows Company employees, directors, officers and consultants to acquire common shares of the Company. Share-based payment arrangements related to stock option awards and restricted share units are measured at fair value. Compensation expense for all stock options awarded to employees is measured based on the fair value of the options on the date of grant which is determined using the Black-Scholes option pricing model. The Black-Scholes model involves six key inputs to determine the fair value of an option: risk-free interest rate, exercise price, market price at date of issue, expected dividend yield, expected life, and expected volatility. Certain of the inputs are estimates that may involve judgment and are, or could be, affected by significant factors that are out of the Company’s control. The Company is also required to estimate the future forfeiture rate of options based on historical information in its calculation of share-based payment expense. For equity settled restricted share units, compensation expense is measured based on the quoted market value of the shares. Fair value is measured at the grant date, and each tranche is recognized using the graded vesting method over the period during which the options vest. Refer to Note 14 for further details.
At each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options and restricted share units that are expected to vest. The fair value of stock options and restricted share units granted are recognized as a share-based payment expense or capitalized to exploration and evaluation assets with a corresponding increase in equity reserves.
In situations where equity instruments are issued to settle amounts due or for goods or services received by the Company, the transaction is measured at the fair value of the goods or services received unless that fair value cannot be estimated reliably, in which case the good or services received and corresponding increase in equity are measured at the fair value of the equity instrument issued. 14
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 5. | MATERIAL ACCOUNTING POLICIES (continued) |
|---|---|
| (j) | Flow-through shares |
| --- | --- |
Resource expenditure deductions for income tax purposes related to exploration activities funded by flow-through share arrangements are renounced to investors under Canadian income tax legislation. On issuance, the Company separates the flow-through share into i) a flow-through share premium, equal to the estimated premium, if any, investors paid for the flow-through feature, which is recognized as a liability due to the obligation to incur eligible expenditures and ii) share capital. Upon eligible exploration expenditures being incurred, the Company recognizes a deferred tax liability for the amount of tax deduction renounced to shareholders. To the extent that eligible deferred income tax assets are available, the Company will reduce the deferred income tax liability and records a deferred income tax recovery. Proceeds received from the issuance of flow-through shares must be expended on Canadian resource property exploration within a period of two years. Failure to expend such funds as required under the Canadian income tax legislation will result in a Part XII.6 tax to the Company on flow-through proceeds renounced under the “Look-back” Rule. If applicable, this tax is classified as an administration expense.
| (k) | Loss per Share |
|---|
Basic loss per share is calculated by dividing the loss for the year by the weighted average number of common shares outstanding during the year.
The Company uses the treasury stock method to compute the dilutive effect of options and other similar instruments. Under this method, the weighted average number of shares outstanding used in the calculation of diluted loss per share assumes that the deemed proceeds received from the exercise of stock options and their equivalents would be used to repurchase common shares of the Company at the average market price during the period.
Shares to be issued on existing stock options, warrants and convertible debentures are included in the computation of diluted loss per share only up to the point that doing so would not be anti-dilutive.
| (l) | Leases and Right-of-use Assets |
|---|
A contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period in exchange for consideration. At inception or on reassessment of a contract that contains a lease component, the Company has elected not to separate non-lease components and will instead account for the lease and non-lease components as a single lease component.
The Company recognizes right-of-use assets at the commencement date of the lease and is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses and adjusted for any changes to lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date. In addition, right-of-use assets may be periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The Company has elected not to recognize a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that cannot be readily determined, the Company’s incremental borrowing rate. The carrying amount of lease liabilities is remeasured if there is a modification to an index or rate, a change in the residual value guarantee, or changes in the assessment of whether a purchase, extension or termination option will be exercised. 15
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 5. | MATERIAL ACCOUNTING POLICIES (continued) |
|---|---|
| (m) | Assets held for sale and discontinued operations |
| --- | --- |
Assets held for sale
Assets and businesses classified as held for sale are measured at the lower of its carrying amount and fair value less costs to sell. Assets and businesses are classified as held for sale if their carrying amount will be recovered or settled principally through a sale transaction rather than through continuing use. The asset or business must be available for immediate sale and the sale must be highly probable within one year. Impairment losses, if any, on initial classification as held for sale and gains or losses on subsequent remeasurements are included in the consolidated statement of loss. No depreciation is charged on assets and businesses classified as held for sale.
Discontinued operations
A component of the Company that has been disposed of or classified as held for sale and represents a separate major geographical area of operations is classified as a discontinued operation. Discontinued operations are presented in the consolidated statements of operations as a separate line.
| (n) | Contingencies |
|---|
Contingent assets and contingent liabilities are possible assets or possible obligations, respectively, that arise from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent assets are not recognized and are only recognized when the realisation of income is virtually certain. A contingent liability can also be a present obligation that arises from past events but is only recognized when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation or when a reliable estimate of the amount of the obligation can be made.
| (o) | Joint operation |
|---|
The Financial Statements include the Company’s interest in a joint venture agreement with Purepoint Uranium. Joint control is the contractually agreed sharing of control of an arrangement, which exists when decisions about the activities that significantly affect the returns of the arrangement require the unanimous consent of the parties sharing control. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities relating to the arrangement. The Company proportionately consolidates its share of the joint operation’s assets, liabilities, incomes and expenses.
The Company recognizes gains or losses from sales or contributions of assets with its joint operation only to the extent of the other party’s interest in the joint operation. The Company recognizes gains or losses from purchases of assets from its joint operation only when the Company resells such assets to a third party.
16
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 5. | MATERIAL ACCOUNTING POLICIES (continued) |
|---|---|
| (p) | Income taxes |
| --- | --- |
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plan for the Company. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
| (q) | Financial Instruments |
|---|---|
| (i) | Classification |
| --- | --- |
The Company classifies its financial assets in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading (including all equity derivative instruments) are classified as at FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives), or the Company has opted to measure them at FVTPL (such as the Convertible Debentures).
17
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 5. | MATERIAL ACCOUNTING POLICIES (continued) |
|---|---|
| (q) | Financial Instruments (continued) |
| --- | --- |
| (i) | Classification (continued) |
| --- | --- |
The Company has the following financial instruments, which are classified under IFRS 9 in the table below:
| Financial assets/liabilities | Classification |
|---|---|
| Cash and cash equivalents | Amortized cost |
| Accounts receivable | Amortized cost |
| Marketable securities | FVTOCI |
| Accounts payable and accrued liabilities | Amortized cost |
| Convertible debentures | FVTPL |
| (ii) | Measurement |
|---|
Financial assets at FVTOCI
Elected investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. If the fair value of the elected investments differ significantly from the fair value of the consideration paid, then a gain or loss is recognized in profit or loss in the period of initial recognition, unless the Company’s own equity instruments are issued as consideration. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income (loss). Gains or losses on foreign exchange differences on foreign currency denominated equity instruments are recognized in FVTOCI. Equity instruments with no quoted market are measured at the price of its most recent share issuance, or at cost if insufficient information is available to measure fair value or if there is a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range.
Financial assets and liabilities at amortized cost
Financial assets and liabilities at amortized cost are initially recognized at fair value, and subsequently carried at amortized cost less any impairment.
Financial assets and liabilities at FVTPL
Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed as incurred. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in profit or loss in the period in which they arise, except for the change in fair value attributable to changes in the credit risk of the financial liabilities, which is presented in other comprehensive (loss) income. The Company’s Convertible Debentures have been recognized at FVTPL.
Offsetting financial instruments
Financial assets and financial liabilities are offset and presented at the net amount on the statements of financial position when there is a legally enforceable right to offset the recognized financial instruments and the Company intends to settle on a net basis or plans to realize the financial asset and settle the financial liability simultaneously.
18
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 5. | MATERIAL ACCOUNTING POLICIES (continued) |
|---|---|
| (q) | Financial Instruments (continued) |
| --- | --- |
| (iii) | Impairment of financial assets at amortized cost |
| --- | --- |
Under IFRS 9, the Company recognizes a loss allowance using the expected credit loss model on financial assets that are measured at amortized cost.
At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to twelve month expected credit losses.
Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized.
| (iv) | Derecognition |
|---|
Financial assets
The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the profit or loss. However, gains and losses on derecognition of financial assets classified as FVTOCI remain within the accumulated other comprehensive income (loss).
Financial liabilities
The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the profit or loss.
Where accounts payable are settled via electronic cash transfers, they are derecognized when the Company has no ability to withdraw, stop or cancel the payment, has lost the practical ability to access the cash as a result of the electronic payment instruction, and the risk of a settlement not occurring is insignificant.
19
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 5. | MATERIAL ACCOUNTING POLICIES (continued) |
|---|---|
| (r) | Adoption of new accounting pronouncements |
| --- | --- |
The following standard was adopted by the Company on January 1, 2025, as required:
Amendment to IAS 21 – Lack of exchangeability
The IASB has issued an amendment to IAS 21 – The Effects of Changes in Foreign Exchange Rates when one foreign currency cannot be exchanged into another. This may occur because of government-imposed controls on capital imports or exports, or a limitation on the volume of foreign currency transactions that can be undertaken at an official exchange rate. The amendment clarifies when a currency is considered exchangeable into another currency and how an entity estimates a spot rate for currencies that lack exchangeability. The amendment is effective for annual reporting periods beginning on or after January 1, 2025, with early adoption permitted.
The Company adopted this amendment on January 1, 2025, as required. The adoption of this amendment did not result in any changes to the Financial Statements.
The following standard has been issued and is not yet effective:
IFRS 18 – Presentation and Disclosure in Financial Statements
The IASB has issued IFRS 18 – Presentation and Disclosure in Financial Statements (“IFRS 18”), which replaces IAS 1 – Presentation of Financial Statements. IFRS 18 introduces new requirements for the presentation of financial performance, including revised categories in the statements of loss, enhanced disclosures on management-defined performance measures, and greater consistency in financial statement presentation. The standard is effective for annual reporting periods beginning on or after January 1, 2027 and applies retrospectively, with early adoption permitted.
The Company is currently assessing the impact of IFRS 18 on its Financial Statements and will implement necessary changes to ensure compliance with the new requirements once the standard becomes effective on January 1, 2027.
20
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 6. | TRANSACTIONS |
|---|---|
| (a) | Sale of Argentina assets and discontinued operation |
| --- | --- |
On July 19, 2024, the Company completed the sale of all of its shares in a previously wholly held subsidiary, 2847312 Ontario Inc., which held all of the Company’s assets in the Argentina reporting segment, to a third-party buyer, Jaguar Uranium Corp. (“Jaguar Uranium” or the “Buyer”). The net assets of the Argentina reporting segment primarily included the Laguna Salada project and the Huemul project. All income and expenses related to the Argentina reporting segment were presented as a discontinued operation as at December 31, 2024.
Consideration received from the sale primarily included:
| ● | US$10.0 million of common shares of the Buyer, being 2,000,000 shares at a price of US$5.00 per share. Should the Buyer complete a public listing or a concurrent financing at less than the price of US$5.00 per share, the Company is entitled to additional common shares (“Top Up Shares”) of the Buyer such that the total common shares held maintains a value of US$10.0 million, with the amount of Top Up Shares issued limited to a minimum price of US$4.00 per share. Should the Buyer not complete a public listing or not complete a concurrent financing within 12 months of the closing date, the Company is entitled to additional common shares of the Buyer (the “Additional Jaguar Uranium Shares”). |
|---|---|
| ● | Net Smelter Returns (“NSR”) royalty of 2% on all production from the Laguna Salada project (“Laguna Salada NSR”). The Buyer retains a buy-back option for 1% of the Laguna Salada NSR, exercisable for 7 years at a price of US$2.5 million. |
| --- | --- |
| ● | NSR royalty of 1% on all production from the Huemul project (“Huemul NSR”). The Company retained a buy-back option on an existing royalty agreement on the Huemul project (“Huemul Buy-back Option”). |
| --- | --- |
The Company accounted for the Top Up Shares and Additional Jaguar Uranium Shares as contingent assets. On July 19, 2025, the Company became entitled to receive the Additional Jaguar Uranium Shares because the Buyer did not complete a public listing within the specified timeframe. No value has been recorded as of December 31, 2025 for the Additional Jaguar Uranium Shares.
Subsequent to December 31, 2025, the Company was issued the Additional Jaguar Uranium Shares and the Top Up Shares after Jaguar Uranium completed a public listing and a concurrent financing at a price of US$4.00 per share.
The Company determined the carrying amount of the Laguna Salada NSR, Huemul NSR, and the Buy-back Option to be $nil at the time of the sale.
The gain on disposal of the asset group was as follows:
| | | | |
|---|---|---|---|
| Common shares received | | $ | 13,727,000 |
| Disposal costs incurred | | (165,037) | |
| Reclassification of cumulative currency translation adjustments | | (1,686) | |
| Net proceeds | | $ | 13,560,277 |
| | | | |
| Cash | | 24,728 | |
| Accounts receivable | | 52,850 | |
| Exploration and evaluation assets (Note 9b) | | 8,182,088 | |
| Net assets sold | | $ | 8,259,666 |
| | | | |
| Gain on disposal of Argentina assets | | $ | 5,300,611 |
21
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 6. | TRANSACTIONS (continued) |
|---|---|
| (a) | Sale of Argentina assets and discontinued operation (continued) |
| --- | --- |
The results from the discontinued operations of the Argentina reporting segment for the years ended:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | 2025 | | 2024 | ||
| Office and administrative expenses | | $ | — | | $ | 73,600 |
| Professional and consultant fees | | **** | — | | 54,758 | |
| Loss from discontinued operations | | $ | — | | $ | (128,358) |
| | | | | | | |
| Basic and diluted loss per share – discontinued operations | | $ | — | | $ | (0.00) |
There are no cash flow amounts related to the Argentina reporting segment included in the statement of cash flows for the year ended December 31, 2025. Net cash used in operating activities during the year ended December 31, 2024 was $34,342. Net cash provided by investing activities of the Argentina reporting segment during the year ended December 31, 2024 was $6,118, which is inclusive of non-cash changes in accounts payable directly related to exploration and evaluation assets. The effects of exchange rate changes on cash during the year ended December 31, 2024 was $997.
| (b) | Terminated transaction with Anfield Energy Inc. |
|---|
On October 1, 2024, the Company and Anfield Energy Inc. (“Anfield Energy”) entered into a definitive agreement (the “Arrangement Agreement”), pursuant to which IsoEnergy would acquire all of the issued and outstanding common shares of Anfield Energy by way of a court-approved plan of arrangement (the “AEC Arrangement”). In connection with the AEC Arrangement, IsoEnergy provided a bridge loan in the form of a promissory note of approximately $6.0 million to Anfield Energy, with an interest rate of 15% per annum and a maturity date of April 1, 2025 (the “Bridge Loan”). The Bridge Loan was issued for purposes of satisfying working capital and other obligations of Anfield Energy through to the closing of the proposed transaction. IsoEnergy also provided an indemnity for up to US$3.0 million in principal with respect to certain of Anfield Energy’s property obligations (the “Indemnity”). The Bridge Loan and the Indemnity were both secured by a security interest in all the assets, property and undertaking of Anfield Energy and guaranteed by certain subsidiaries of Anfield Energy. The Bridge Loan, Indemnity and related security were subordinate to certain senior indebtedness of Anfield. The Bridge Loan was immediately repayable, among other circumstances, in the event the Arrangement Agreement is terminated by either IsoEnergy or Anfield Energy for any reason.
The Arrangement Agreement provided that either party could unilaterally terminate the Arrangement Agreement if all conditions precedent had not been satisfied by December 31, 2024. Anfield Energy terminated the Arrangement Agreement on January 14, 2025. Included in the loan receivable at December 31, 2024, was $5,899,864 advanced to Anfield Energy under the Bridge Loan and accrued interest of $220,639. Anfield Energy repaid the full amount due under the Bridge Loan, including accrued interest, on January 21, 2025. The Company received a full and final release from the Indemnity on March 3, 2025. 22
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 6. | TRANSACTIONS (continued) |
|---|---|
| (c) | Joint Venture Agreement with Purepoint Uranium |
| --- | --- |
On October 21, 2024, the Company entered into a contribution agreement with Purepoint Uranium in connection with the creation of an unincorporated joint venture for the exploration and development of a portfolio of uranium properties in northern Saskatchewan’s Athabasca Basin. The Purepoint Joint Venture is governed by a formal joint venture agreement (the “Joint Venture Agreement”) and not through any other separate legal vehicle or entity. The Joint Venture Agreement closed on December 18, 2024 following a concurrent financing completed by Purepoint Uranium (the “Purepoint Financing”) and receipt of all regulatory approvals. The parties contributed the following properties from its respective portfolios of exploration projects to create the Purepoint Joint Venture:
| ● | IsoEnergy: Geiger, Thorburn Lake, Full Moon, Edge, Collins Bay Extension, North Thorburn, 2Z Lake, and Madison |
|---|---|
| ● | Purepoint Uranium: Turnor Lake and Red Willow |
| --- | --- |
The properties contributed was subsequently reconstituted as three projects: Dorado, Aurora, and the Celeste Block (together, the “Joint Venture Properties”).
The Company initially held a 60% interest and Purepoint Uranium initially held a 40% interest in the Purepoint Joint Venture. The Joint Venture Agreement included an option to adjust the interests to 50% for each party through the exercise of mutually exclusive put and call options, such that the Company had an option to sell (the “Put Option”) and Purepoint Uranium had an option to acquire (the “Call Option”) 10% of IsoEnergy’s initial interest in exchange for 4,000,000 common shares of Purepoint Uranium. The Company exercised its Put Option on January 14, 2025 and the interests in the Purepoint Joint Venture for both the Company and Purepoint Uranium are now 50%. After the exercise of the put option, the Company’s carrying amount in the Purepoint Joint Venture was reduced by $1,060,000, based on the closing share price of Purepoint Uranium on the exercise date. After the exercise of the Put Option, the Company holds a further option to purchase an additional 1% interest in the Purepoint Joint Venture from Purepoint Uranium in exchange for $2.0 million (the “Additional Option”). The Additional Option expires on the earlier of February 28, 2026 or 60 days following a material uranium discovery.
The ownership interests of each party are subject to standard dilution if either party fails to contribute to approved programs or expenditures of the Joint Venture Properties. If either party’s interest is reduced to 10% or less, then that party will relinquish its entire interest in the Purepoint Joint Venture in exchange for a 2% NSR royalty on the Joint Venture Properties. The remaining party can purchase 1% of the NSR royalty for $2.0 million.
Purepoint Uranium acts as the operator of the Joint Venture Properties in the exploration phase. Once the Joint Venture Properties advance to the pre-development stage, the Company will assume the role of operator.
23
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 6. | TRANSACTIONS (continued) |
|---|---|
| (d) | Sale of Mountain Lake property |
| --- | --- |
On November 13, 2024, the Company entered into an asset purchase agreement with Future Fuels Inc. (“Future Fuels”) pursuant to which the Company agreed to sell all its right, title and interest in the Mountain Lake property located in Nunavut.
The sale closed on February 14, 2025. The Company received the following as consideration on closing:
| ● | $8,625,000 of common shares of Future Fuels, being 12,500,000 shares at a fair value of $0.69 per share based on the closing share price of Future Fuels on the sale closing date. |
|---|---|
| ● | 2% NSR royalty payable on all production from Mountain Lake, of which 1% can be repurchased by Future Fuels for $1,000,000 (the “Mountain Lake NSR”). |
| --- | --- |
| ● | 1% NSR royalty on all uranium production from Future Fuels’ properties in Nunavut other than Mountain Lake (the “Nunavut NSR”). |
| --- | --- |
| ● | An additional 2,500,000 common shares of Future Fuels (the “Deferred Future Fuels Shares”), issuable on the earliest date practicable such that it will not result in the Company owning or controlling more than 19.99% of the outstanding common shares of Future Fuels. |
| --- | --- |
The Company accounted for the Deferred Future Fuels Shares as a contingent asset and received the Deferred Future Fuels Shares on October 3, 2025, valued at $2,250,000 based on the closing share price of Future Fuels on that date.
The Company recognized $1,936,944 in royalty assets for the Mountain Lake NSR and Nunavut NSR as a current asset, based on its fair value. The Company initiated negotiations and eventually agreed to the sale of the Mountain Lake NSR and Nunavut NSR, to an unrelated third-party buyer, shortly after closing the sale with Future Fuels (Note 6e).
The gain on sale of the Mountain Lake property is as follows:
| | | | |
|---|---|---|---|
| Common shares received | | $ | 8,625,000 |
| Deferred Future Fuels Shares received | | 2,250,000 | |
| Royalty assets received | | 1,936,944 | |
| Disposal costs incurred | | (41,903) | |
| Net proceeds | | $ | 12,770,041 |
| | | | |
| Exploration and evaluation assets (Note 9b) | | 151,010 | |
| Net assets sold | | $ | 151,010 |
| | | | |
| Gain on sale of Mountain Lake property | | $ | 12,619,031 |
24
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 6. | TRANSACTIONS (continued) |
|---|---|
| (e) | Sale of Royalty Assets |
| --- | --- |
On May 15, 2025, the Company, along with its wholly owned subsidiary, Consolidated Uranium, completed a royalty purchase agreement with Royal Uranium Inc. (“Royal Uranium”) pursuant to which the Company agreed to sell all its royalty assets, which includes the Laguna Salada NSR, Huemul NSR, Huemul Buy-back Option, Mountain Lake NSR, and Nunavut NSR (all together, the “Royalty Assets”). Consideration received from the sale of the Royalty Assets was $2,800,000 of common shares of Royal Uranium, being 8,000,000 shares at a price of $0.35 per share. The royalty purchase agreement assigned consideration of $1,936,944 to the Mountain Lake NSR and Nunavut NSR and $863,056 to the Laguna Salada NSR, Huemul NSR and Huemul Buy-back Option. The Company and Royal Uranium entered into an investor rights agreement, providing the Company with the right to nominate one director to the Royal Uranium board of directors and to participate in future equity financings of Royal Uranium to maintain its pro rata share ownership.
The gain on sale of the Royalty Assets is as follows:
| | | | |
|---|---|---|---|
| Common shares received | | $ | 2,800,000 |
| Disposal costs incurred | | (42,662) | |
| Net proceeds | | $ | 2,757,338 |
| | | | |
| Royalty assets (Note 6d) | | 1,936,944 | |
| Net assets sold | | $ | 1,936,944 |
| | | | |
| Gain on sale of Royalty Assets | | $ | 820,394 |
| (f) | Proposed acquisition of Toro Energy Limited |
|---|
On October 12, 2025, the Company and Toro Energy Limited (“Toro Energy”) entered into a scheme implementation deed (the “SID”) pursuant to which IsoEnergy, through one of its wholly owned subsidiaries, will acquire all of the issued and outstanding ordinary shares of Toro Energy (the “Toro Energy Shares”) by way of a scheme of arrangement under Australia’s Corporations Act 2001 (Cth) (the “Toro Scheme”). Toro Energy is an Australian Securities Exchange (“ASX”) listed company that owns 100% of the Wiluna uranium project in Western Australia, Australia, as well as other exploration stage uranium properties in Australia.
Under the terms of the SID, shareholders of Toro Energy (the “Toro Energy Shareholders”) will receive 0.036 of a common share of IsoEnergy for each Toro Energy Share. Completion of the Toro Scheme is subject to various conditions, including but not limited to: approval of Toro Energy Shareholders; court approval; applicable regulatory approvals, including approval of the ASX, TSX, and NYSE American; and an independent expert concluding and continuing to conclude that the Toro Scheme is in the best interests of Toro Energy Shareholders.
The SID includes customary representations and warranties for a transaction of this nature, as well as notification obligations and a matching right regime in the event any superior proposal is received by Toro Energy. The SID also provides for customary deal-protection measures, including a break fee of approximately AUD$700,000, payable by either IsoEnergy or Toro Energy in certain circumstances. 25
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 6. | TRANSACTIONS (continued) |
|---|---|
| (f) | Proposed acquisition of Toro Energy Limited (continued) |
| --- | --- |
Following the completion of the Toro Scheme, the IsoEnergy Shares will continue to trade on the TSX and NYSE-A and the Toro Energy Shares will be delisted from the ASX. The Company retained an investment bank to advise on the Toro Scheme and provide a fairness opinion to the Company’s Board of Directors, for which the investment bank is entitled to a fixed fee customary for this type of transaction, no part of which is contingent upon the opinion being favourable or upon completion the Toro Scheme or any alternative transaction. The Company has also agreed to pay an additional fee for the investment bank’s advisory services in connection with the Toro Scheme, which is contingent on its successful completion.
Toro Energy Shareholders will be asked to approve the Toro Scheme at a shareholder meeting (the “Toro Energy Shareholders Meeting”). The Toro Scheme is expected to close after the Toro Energy Shareholders Meeting, which is expected to take place in the first half of 2026. Costs incurred as of December 31, 2025 in respect of the Toro Scheme of $682,258 are included in prepaid expenses.
| 7. | MARKETABLE SECURITES |
|---|
The carrying value of marketable securities is based on the estimated fair value of the common shares and warrants, respectively determined using published closing share prices and the Black-Scholes option pricing model, or other available information if published share prices are not available. Subscription receipts are valued at cost.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Subscription | | | | | | | ||||
| | | Receipts | | Common Shares | | Warrants | | Total | ||||
| Balance, January 1, 2024 | | $ | 2,000,000 | | $ | 14,698,546 | | $ | 337,144 | | $ | 17,035,690 |
| Acquired during the period | | — | | 2,627,665 | | 519,625 | | 3,147,290 | ||||
| Common shares of Jaguar Uranium received from disposal of Argentina assets (Note 6a) | | — | | 13,727,000 | | — | | 13,727,000 | ||||
| Subscription receipts converted to common shares | | (2,000,000) | | 2,000,000 | | — | | — | ||||
| Change in fair value recorded in Other comprehensive income | | — | | (2,413,215) | | (315,698) | | (2,728,913) | ||||
| Balance, December 31, 2024 | | $ | — | | $ | 30,639,996 | | $ | 541,071 | | $ | 31,181,067 |
| Acquired during the period | | **** | — | | **** | 1,979,432 | | **** | 690,992 | | **** | 2,670,424 |
| Common shares of Purepoint Uranium received from exercise of put option (Note 6c) | | **** | — | | **** | 1,060,000 | | **** | — | | **** | 1,060,000 |
| Common shares of Future Fuels received from sale of Mountain Lake (Note 6d) | | **** | — | | **** | 10,875,000 | | **** | — | | **** | 10,875,000 |
| Common shares of Royal Uranium received from sale of Royalty Assets (Note 6e) | | **** | — | | **** | 2,800,000 | | **** | — | | **** | 2,800,000 |
| Common shares and warrants of Premier American Uranium in exchange for IsoEnergy common shares (Note 14) | | **** | — | | **** | 1,118,111 | | **** | 102,889 | | **** | 1,221,000 |
| Change in fair value recorded in Other comprehensive income | | **** | — | | **** | 2,608,573 | | **** | 1,035,491 | | **** | 3,644,064 |
| Balance, December 31, 2025 | | $ | — | | $ | 51,081,112 | | $ | 2,370,443 | | $ | 53,451,555 |
26
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 7. | MARKETABLE SECURITES (continued) |
|---|
On December 31, 2025, marketable securities consisted of the following securities:
| | | | | |
|---|---|---|---|---|
| | | Common Shares | | Warrants |
| NexGen | **** | 279,791 | **** | — |
| Premier American Uranium Inc. | **** | 6,381,601 | **** | 2,876,335 |
| Atha Energy Corp. | **** | 11,461,281 | **** | 1,717,144 |
| Jaguar Uranium | **** | 2,000,000 | **** | — |
| Toro Energy | **** | 6,000,000 | **** | — |
| Purepoint Uranium | **** | 9,864,980 | **** | 5,864,980 |
| Future Fuels | **** | 15,675,000 | **** | 675,000 |
| Royal Uranium | **** | 8,000,000 | — | |
| Verdera Energy Corp. | **** | 300,000 | — | |
| Biondi Ventures Inc. | 2,500,000 | — |
On May 7, 2024, the Company subscribed to 335,417 subscription receipts of Premier American Uranium Inc. (“Premier American Uranium”) (the “PUR Subscription Receipts”) at a price of $2.45 per PUR Subscription Receipt for total consideration of $821,771, which were converted to 335,417 common shares and 167,708 common share purchase warrants of Premier American Uranium on June 27, 2024.
On December 29, 2025, the Company purchased 2,135,760 common shares and 2,708,627 common share purchase warrants of Premier American Uranium from an unrelated third-party shareholder of Premier American Uranium. In exchange, the Company issued 100,000 common shares valued at $1,221,000 based on the closing share price of the Company on the settlement date of the transaction.
On December 28, 2023, the Company subscribed to 2,000,000 subscription receipts of Atha Energy Corp. (“Atha Energy”) (the “Atha Subscription Receipts”) at a price of $1.00 per Atha Subscription Receipt. On March 8, 2024, in connection with completion of Atha Energy’s acquisition of Latitude Uranium, the Atha Subscription Receipts were converted into 2,000,000 shares of Atha Energy and the Company’s 5,907,600 shares of Latitude Uranium were exchanged for 1,635,814 shares of Atha Energy. The 2,857,150 Latitude Uranium warrants can be exercised to acquire 791,144 Atha Energy shares at a price per Atha Energy share of $1.8058.
On April 19, 2024, Atha Energy completed the acquisition of 92 Energy Ltd. (“92 Energy”) and the Company’s 10,755,000 92 Energy shares were exchanged for 6,274,467 Atha Energy shares.
On April 22, 2025, the Company subscribed to 625,000 Atha Energy shares for $250,000.
On September 18, 2025, the Company purchased 926,000 special warrants of Atha Energy (the “Atha Special Warrants”) at a price of $0.54 per unit for total consideration of $500,040. The Atha Special Warrants, which were not refundable, converted into units consisting of one common share and one common share purchase warrant after the British Columbia Securities Commission qualified a short form prospectus distribution filed by Atha Energy.
On July 19, 2024, the Company received 2,000,000 common shares of Jaguar Uranium (the “Jaguar Uranium Shares”) following the completion of the sale of its Argentina assets (Note 6a). The Company recorded an initial investment of $13,727,000 (US$10,000,000) for the Jaguar Uranium Shares. The Company requires consent from Jaguar Uranium should the Company trade or otherwise transfer the Jaguar Uranium Shares prior to Jagar Uranium completing a public listing.
On October 2, 2024, the Company purchased 6,000,000 common shares of Toro Energy at a price of AUD$0.24 per common share. 27
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 7. | MARKETABLE SECURITES (continued) |
|---|
On November 22, 2024, in connection with the Purepoint Financing (Note 6c), the Company purchased 3,333,334 units of Purepoint Uranium (“Purepoint Unit”). Each Purepoint Unit consists of one common share and one common share purchase warrant purchased at a price of $0.30 per unit for total consideration of $1,000,000. The Company received another 4,000,000 common shares of Purepoint Uranium at a price of $0.265 per common share on January 14, 2025 as a result of the Company exercising its Put Option in the Joint Venture Agreement (Note 6c).
On September 5, 2025, the Company purchased 2,531,646 units of Purepoint Uranium, with each unit consisting of one common share and one common share purchase warrant at a price of $0.395 per unit for total consideration of $1,000,183.
On February 14, 2025, the Company received 12,500,000 common shares of Future Fuels from the sale of the Mountain Lake property. The Company recorded an initial investment of $8,625,000 based on the share price of Future Fuels on the sale date. On October 3, 2025, the Company received the 2,500,000 Deferred Future Fuels Shares pursuant to the sale of the Mountain Lake property (Note 6d).
On August 20, 2025, the Company purchased 675,000 units of Future Fuels, with each unit consisting of one common share and one common share purchase warrant at a price of $0.40 per unit for total consideration of $270,100.
On May 15, 2025, the Company received 8,000,000 common shares of Royal Uranium from the sale of the Royalty Assets. The Company recorded an initial investment of $2,800,000 based on its fair value (Note 6e).
On August 21, 2025, the Company purchased 300,000 common shares of Verdera Energy Corp. (“Verdera Energy”), a privately held company, at a price of $0.50 per share.
On November 5, 2025, the Company purchased 2,500,000 common shares of Biondi Ventures Inc., a privately held company, at a price of $0.20 per share.
Subsequent to December 31, 2025, the Company purchased approximately $3.9 million of marketable securities. The following weighted average assumptions were used to estimate the fair value of the warrants:
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | December 31, 2025 | |||||||||||
| | | Purepoint | | Premier American | | | | | | | **** | ||
| | | Uranium | | Uranium | | Atha Energy | | Future Fuels | **** | ||||
| Expected stock price volatility | **** | | 127.97 | % | | 95.85 | % | | 101.44 | % | | 144.81 | % |
| Expected life of warrants (years) | **** | | 1.8 | **** | | 0.9 | **** | | 1.6 | **** | | 1.6 | |
| Risk free interest rate | **** | | 2.55 | % | | 2.55 | % | | 2.55 | % | | 2.55 | % |
| Expected dividend yield | **** | | 0.00 | % | | 0.00 | % | | 0.00 | % | | 0.00 | % |
| Share price | | $ | 0.44 | | $ | 0.70 | | $ | 0.61 | | $ | 0.70 | |
| Exercise price | | $ | 0.44 | | $ | 2.52 | | $ | 1.18 | | $ | 0.60 | |
| Fair value per warrant | | $ | 0.27 | | $ | 0.05 | | $ | 0.18 | | $ | 0.48 | |
28
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 7. | MARKETABLE SECURITIES (continued) |
|---|
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | December 31, 2024 | ||||||||
| | | Purepoint Uranium | | Premier American Uranium | | Atha Energy | **** | |||
| Expected stock price volatility | | 122.76 | % | | 96.37 | % | | 82.20 | % | |
| Expected life of warrants (years) | | 2.9 | | 1.4 | | 1.3 | | |||
| Risk free interest rate | | 2.92 | % | | 2.92 | % | | 2.92 | % | |
| Expected dividend yield | | 0.00 | % | | 0.00 | % | | 0.00 | % | |
| Share price | | $ | 0.22 | | $ | 1.44 | | $ | 0.56 | |
| Exercise price | | $ | 0.40 | | $ | 3.50 | | $ | 1.81 | |
| Fair value per warrant | | $ | 0.14 | | $ | 0.29 | | $ | 0.05 | |
| 8. | PROPERTY AND EQUIPMENT |
|---|
The following is a summary of the carrying values of property and equipment:
| | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | Vehicles | | | | | Leasehold | | | | | | | ||
| | | Land and | | and | | Right-of- | | improve- | | | | | | | ||||
| | | buildings | | equipment | | use assets | | ments | | Furniture | | Total | ||||||
| Cost | | | | | | | | | | | | | ||||||
| Balance, January 1, 2024 | | $ | 12,228,068 | | $ | 1,860,156 | | $ | 497,263 | | $ | 125,848 | | $ | 28,487 | | $ | 14,739,822 |
| Additions | | — | | 604,534 | | — | | — | | 13,992 | | 618,526 | ||||||
| Foreign exchange movement | | 1,074,694 | | 162,606 | | — | | — | | — | | 1,237,300 | ||||||
| Balance, December 31, 2024 | | $ | 13,302,762 | | $ | 2,627,296 | | $ | 497,263 | | $ | 125,848 | | $ | 42,479 | | $ | 16,595,648 |
| Additions | | — | | 361,834 | | 168,673 | | 79,681 | | 49,165 | | 659,353 | ||||||
| Foreign exchange movement | | (576,397) | | (161,720) | | — | | — | | — | | (738,117) | ||||||
| Balance, December 31, 2025 | | $ | 12,726,365 | | $ | 2,827,410 | | $ | 665,936 | | $ | 205,529 | | $ | 91,644 | | $ | 16,516,884 |
| | | | | | | | | | | | | | | | | | | |
| Accumulated depreciation | | | | | | | | | | | | | ||||||
| Balance, January 1, 2024 | | $ | — | | $ | 89,991 | | $ | 8,553 | | $ | 2,161 | | $ | 489 | | $ | 101,194 |
| Depreciation | | **** | — | | 101,794 | | 121,737 | | 30,922 | | 7,699 | | 262,152 | |||||
| Balance, December 31, 2024 | | $ | — | | $ | 191,785 | | $ | 130,290 | | $ | 33,083 | | $ | 8,188 | | $ | 363,346 |
| Depreciation | | — | | 123,420 | | 149,891 | | 47,431 | | 19,632 | | 340,374 | ||||||
| Balance, December 31, 2025 | | $ | — | | $ | 315,205 | | $ | 280,181 | | $ | 80,514 | | $ | 27,820 | | $ | 703,720 |
| | | | | | | | | | | | | | | | | | | |
| Net book value: | | | | | | | | | | | | | ||||||
| Balance, December 31, 2024 | | $ | 13,302,762 | | $ | 2,435,511 | | $ | 366,973 | | $ | 92,765 | | $ | 34,291 | | $ | 16,232,302 |
| Balance, December 31, 2025 | | $ | 12,726,365 | | $ | 2,512,205 | | $ | 385,755 | | $ | 125,015 | | $ | 63,824 | | $ | 15,813,164 |
29
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 9. | EXPLORATION AND EVALUATION ASSETS |
|---|
The following is a summary of the carrying value of the acquisition costs and expenditures on the Company’s exploration and evaluation assets.
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | | Note | | December 31, 2025 | | December 31, 2024 | ||
| Acquisition costs: | | | | | | |||
| Acquisition costs, opening | **** | | | $ | 197,635,680 | | $ | 227,424,953 |
| Additions | 9a | | **** | 163,790 | | 856,259 | ||
| Asset retirement obligation change in estimate | 10 | | **** | 349,848 | | (75,608) | ||
| Acquisition costs in disposal group | 6a | | **** | — | | (7,736,915) | ||
| Disposals and impairment of assets | 9b | | **** | (1,229,454) | | (33,853,518) | ||
| Foreign exchange movement | **** | | | **** | (5,727,932) | | 11,020,509 | |
| Acquisition costs, closing | **** | | | $ | 191,191,932 | | $ | 197,635,680 |
| | | | | | | | | |
| Exploration and evaluation costs: | | | | | | |||
| Exploration costs, opening | **** | | | $ | 64,655,418 | | $ | 47,331,385 |
| Additions: | | | | | | |||
| Drilling | **** | | | **** | 8,218,902 | | 6,154,761 | |
| Geological and geophysical | **** | | | **** | 3,748,110 | | 5,524,677 | |
| Labour and wages | **** | | | **** | 3,233,709 | | 3,283,034 | |
| Camp costs | **** | | | **** | 2,291,809 | | 2,019,767 | |
| Studies and mine site management | **** | | | **** | 1,649,857 | | 1,300,104 | |
| Share-based compensation | 14 | | **** | 1,380,593 | | 1,449,708 | ||
| Claim holding costs and advance royalties | **** | | | **** | 1,067,093 | | 1,537,485 | |
| Travel | **** | | | **** | 550,968 | | 681,660 | |
| Community relations | **** | | | **** | 541,625 | | 575,462 | |
| Geochemistry and assays | **** | | | **** | 465,322 | | 362,934 | |
| Health and safety and environmental | **** | | | **** | 367,764 | | 561,570 | |
| Net extension of claim refunds | **** | | | **** | (71,408) | | (67,713) | |
| Other | **** | | | **** | 948,566 | | 484,744 | |
| Foreign exchange movement | **** | | | **** | (231,071) | | 6,472 | |
| Total exploration and evaluation in the period | **** | | | $ | 24,161,839 | | $ | 23,874,665 |
| Exploration and evaluation costs in disposal group | 6a | | **** | — | | (445,173) | ||
| Disposals and impairment of assets | 9b | | **** | (917,370) | | (6,105,459) | ||
| Exploration and evaluation, closing | **** | | | $ | 87,899,887 | | $ | 64,655,418 |
| Total costs, closing | **** | | | $ | 279,091,819 | | $ | 262,291,098 |
All claims are subject to minimum expenditure commitments. The Company expects to incur the minimum expenditures to maintain the claims.
Included in exploration and evaluation assets as at December 31, 2025, is $6,362,483 (2024: $6,360,000) related to the Purepoint Joint Venture. The Company’s share of costs incurred for the Purepoint Joint Venture included in exploration and evaluation costs during the year ended December 31, 2025 was $1,062,483 (2024: $nil). The Company included advances to the Purepoint Joint Venture, net of exploration and evaluation costs incurred, of $351,033 in prepaid expenses as at December 31, 2025 (2024: $nil).
30
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 9. | EXPLORATION AND EVALUATION ASSETS (continued) |
|---|---|
| (a) | Additions |
| --- | --- |
In the year ended December 31, 2025, the Company elected to issue 16,666 common shares with a value of $161,160 to complete the 1^st^anniversary payment to retain its 100% interest in the Bulyea River property. In addition, the Company spent $2,630 to stake claims adjacent to its Tony M mine.
In the year ended December 31, 2024, the fair value of a contingent liability pursuant to the acquisition of the Ben Lomond property increased by $278,152 and the increase in value was recognized as an increase in the acquisition cost of Ben Lomond. In addition, the Company spent $408,449 to stake claims to the northwest of the Tony M mine, spent $163,887 to purchase all the outstanding common shares of 2596190 Alberta Ltd., which holds a 100% interest in the Bulyea River property, and spent $5,771 to stake several property extensions adjacent to its Evergreen property during the year ended December 31, 2024.
| (b) | Disposals and impairment |
|---|
In the year ended December 31, 2025, the Company derecognized $1,060,000 of exploration and evaluation assets as a result of exercising the put option in the Joint Venture Agreement (Note 6c) and derecognized $151,010 of exploration and evaluation assets on completion of the sale of the Mountain Lake property in Nunavut (Note 6d). The Company expects to no longer continue exploration work at the Bulyea River property (Note 12) at this time and recorded an impairment loss of $935,814 as a result.
In the year ended December 31, 2024, the Company recorded a loss of $25,616,241 on the contribution of assets to the form the Purepoint Joint Venture (Note 6c). The Company also identified indicators of impairment on its Radio and Carlson Creek properties primarily because of the loss on the contribution of assets to form the Purepoint Joint Venture. The Company wrote the Radio and Carlson Creek properties down to their estimated fair values of $365,268 and $335,501, respectively, and recorded an impairment loss of $14,342,736 as a result.
| 10. | ENVIRONMENTAL BONDS AND ASSET RETIREMENT OBLIGATIONS |
|---|
Environmental bonds have been posted with regulatory authorities in Utah, Unites States and Queensland, Australia to secure asset retirement obligations, as well as the reclamation related to recently reclaimed and future exploration work. During the year ended December 31, 2025, the Company posted a AUD$352,066 bond after an updated rehabilitation cost estimate was approved by the regulatory authority for the Ben Lomond property in Queensland, Australia and posted a US$63,400 bond for the exploration program commencing at the Flatiron property in Utah, United States.
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Opening balance, start of period | | $ | 2,725,220 | | $ | 2,542,047 |
| Environmental bonds posted | **** | | 412,663 | | — | |
| Foreign exchange movement | **** | | (101,521) | | 183,173 | |
| Balance, end of period | | $ | 3,036,362 | | $ | 2,725,220 |
31
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 10. | ENVIRONMENTAL BONDS AND ASSET RETIREMENT OBLIGATIONS (continued) |
|---|
The Company has recognized a provision for environmental rehabilitation in respect of the Tony M, Daneros and Rim mineral properties in Utah, United States and the Ben Lomond property in Queensland, Australia. The provision is based on the applicable regulatory body’s estimates of projected reclamation costs.
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Opening balance, start of period | | $ | 2,026,975 | | $ | 1,895,472 |
| Accretion | **** | | 97,176 | | 82,178 | |
| Change in estimates | **** | | 349,848 | | (75,608) | |
| Foreign exchange movement | **** | | (57,841) | | 124,933 | |
| Balance, end of period | | $ | 2,416,158 | | $ | 2,026,975 |
The estimated undiscounted amount of the asset retirement obligations as at December 31, 2025 is $2,427,892 (December 31, 2024: $2,369,440). The expected timing of cash flows in respect of each provision is based on the estimated start of reclamation activities. The asset retirement obligations are estimated based on inflation rates of 2.90% - 3.40% in the United States and 5.10% in Australia (2024: 2.70% - 3.40% and 1.80%, respectively) and discount rates of 3.93% - 4.20% in the United States and 4.52% in Australia (2024: 4.20% - 4.58% and 4.41%, respectively).
| 11. | CONVERTIBLE DEBENTURES |
|---|
2020 Debentures
On August 18, 2020, IsoEnergy entered into an agreement with Queen’s Road Capital Investment Ltd. (“QRC”) for a US$6 million private placement of unsecured convertible debentures (the “2020 Debentures”). The 2020 Debentures carried a coupon (“Interest”) of 8.5% per annum, of which 6% was payable in cash and 2.5% payable in common shares of the Company, over a 5-year term. The principal amount of the 2020 Debentures (converted into Canadian dollars) was convertible into common shares of the Company at QRC’s option at a conversion price (the “Conversion Price”) of $3.52 per share, up to a maximum (the “Maximum Conversion Shares”) of 2,301,577 common shares. The Company received gross proceeds of $7,902,000 (US$6,000,000) on issuance of the 2020 Debentures.
On January 19, 2025, QRC elected to convert US$3,000,000 of the principal of the 2020 Debentures for 1,221,818 common shares of the Company (Note 14). Fair value of $13,928,728 of the principal converted was derecognized, which was determined based on the closing share price of the Company on the date of conversion. Interest of $27,539 owed on the US$3,000,000 principal from January 1, 2025 to the date of the conversion was settled in cash.
On August 1, 2025, QRC elected to convert the remaining principal amount of the 2020 Debentures of US$3,000,000 for 1,195,250 common shares of the Company (Note 14). Fair value of $10,194,879 of the remaining principal converted was derecognized, which was determined based on the closing share price of the Company on the date of conversion. Interest of $30,357 owed on the US$3,000,000 remaining principal from July 1, 2025 to the date of conversion was settled in cash. A loss of $167,938 was recorded on the settlement of the remaining principal amount of the 2020 Debentures, being the difference between the remaining fair value derecognized and the fair value of the common shares issued, including the Maximum Conversion Shares and the common shares issued to settle the Exchange Rate Fee (as defined below).
In the year ended December 31, 2025, the Company incurred interest expense of $238,297 (2024: $698,784) on the 2020 Debentures, of which $185,336 (2024: $490,568) was settled in cash and the remainder with the issue of 5,129 (2024: 15,159) common shares of the Company. 32
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 11. | CONVERTIBLE DEBENTURES (continued) |
|---|
2022 Debentures
On December 6, 2022, IsoEnergy entered into an agreement with QRC for a US$4 million private placement of unsecured convertible debentures (the “2022 Debentures” and together with the 2020 Debentures, the “Debentures”). The 2022 Debentures carry Interest at 10% per annum, of which 7.5% is payable in cash and 2.5% payable in common shares of the Company, over a 5-year term. The principal amount of the 2022 Debentures (converted into Canadian dollars) is convertible into common shares of the Company at the holder’s option at a Conversion Price of $17.32 per share, up to 366,070 Maximum Conversion Shares. The Company received gross proceeds of $5,459,600 (US$4,000,000) on issuance of the 2022 Debentures.
In the year ended December 31, 2025, the Company incurred interest expense of $558,340 (2024: $548,066) on the 2022 Debentures, of which $405,582 (2024: $407,530) was settled in cash and the remainder with the issue of 12,632 (2024: 10,106) common shares of the Company.
General terms of the Debentures
Interest is payable semi-annually on June 30 and December 31, and common shares of the Company issued as partial payment of Interest are, subject to TSX approval, issuable at a price equal to the 20-day volume-weighted average trading price (“VWAP”) of the Company’s common shares on the TSX on the twenty days prior to the date such Interest is due.
On the conversion of any portion of the principal amount of the Debentures, if the number of common shares to be issued on such conversion, taking into account all common shares issued in respect of all prior conversions of such Debentures, would result in the common shares to be issued exceeding the Maximum Conversion Shares for such Debentures, on conversion QRC shall be entitled to receive a payment (an “Exchange Rate Fee”) equal to the number of common shares that are not issued as a result of exceeding the Maximum Conversion Shares, multiplied by the 20-day VWAP. IsoEnergy can elect to pay any such Exchange Rate Fee in cash or, subject to the TSX approval, in common shares of the Company.
The Company will be entitled, on or after the third anniversary of the date of issuance of such Debentures, at any time the 20-day VWAP of the Company’s shares listed on the TSX exceeds 130% of the applicable Conversion Price, to redeem such Debentures at par plus accrued and unpaid Interest.
Upon completion of a change of control (which also requires in the case of the holders’ right to redeem the Debentures, a change in the Chief Executive Officer of the Company), the holders of the Debentures or the Company may require the Company to purchase or the holders to redeem, as the case may be, any outstanding Debentures in cash at: (i) on or prior to December 6, 2025, 130% of the principal amount; and (ii) at any time thereafter, 115% of the principal amount, in each case plus accrued but unpaid interest, if any. In addition, upon the public announcement of a change of control that is supported by the Board of Directors, the Company may require the holders of the Debentures to convert the Debentures into common shares at the Conversion Price provided the consideration payable upon the change of control exceeds the Conversion Price and is payable in cash.
33
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 11. | CONVERTIBLE DEBENTURES (continued) |
|---|
The Company revalues the Debentures to fair value at the end of each reporting period with the change in the period related to credit risk recorded in Other Comprehensive Income or Loss (“OCI”) and other changes in fair value in the period recorded in the income or loss for the period.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | 2022 | | 2020 | | | |||
| Year ended December 31, 2025 | | Debentures | | Debentures | | Total | |||
| Fair value, start of period | | $ | 4,870,701 | | $ | 25,408,605 | | $ | 30,279,306 |
| Conversion of 2020 Debentures | **** | | — | **** | | (24,123,607) | **** | | (24,123,607) |
| Change in fair value in the period included in profit and loss | **** | | 575,341 | **** | | (1,284,998) | **** | | (709,657) |
| Change in fair value in the period included in OCI | **** | | (15,183) | **** | | — | **** | | (15,183) |
| Fair value, end of period | | $ | 5,430,859 | | $ | — | | $ | 5,430,859 |
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | 2022 | | 2020 | | | | ||
| Year ended December 31, 2024 | | Debentures | | Debentures | | Total | |||
| Fair value, start of period | | $ | 5,884,208 | | $ | 31,564,033 | | $ | 37,448,241 |
| Change in fair value in the period included in profit and loss | | (948,228) | | (6,155,428) | | (7,103,656) | |||
| Change in fair value in the period included in OCI | | (65,279) | | — | | (65,279) | |||
| Fair value, end of period | | $ | 4,870,701 | | $ | 25,408,605 | | $ | 30,279,306 |
The following relevant assumptions were used to estimate the fair value of the Debentures:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | 2022 Debentures | ^ ^ | 2020 Debentures^1^ | ||||||||
| | | December 31, | | December 31, | | December 31, | | December 31, | ||||
| | | 2025 | | 2024 | | 2025 | | 2024 | ||||
| Expected stock price volatility | | | 60.00 | % | | 44.00 | % | | — | | | — |
| Expected life (years) | **** | | 1.9 | | 2.9 | **** | | — | | — | ||
| Risk free interest rate | **** | | 2.46 | % | | 2.68 | % | | — | | — | |
| Expected dividend yield | **** | | 0.00 | % | | 0.00 | % | | — | | — | |
| Credit spread | **** | | 23.12 | % | | 23.05 | % | | — | | — | |
| Underlying share price of the Company | | $ | 12.49 | | $ | 10.36 | | $ | 8.67 | | $ | 10.36 |
| Conversion price | | $ | 17.32 | | $ | 17.32 | | $ | 3.52 | | $ | 3.52 |
| Exchange rate ($:US$) | | **** | 1.3711 | | 1.4388 | | **** | 1.3797 | | 1.4388 |
Note 1: The discount on the 2020 Debentures is assumed to be 0% as it is assumed that the 2020 Debentures can be converted immediately and the shares received on conversion can be sold at fair market value. The assumptions listed as at December 31, 2025, represent assumptions as of August 1, 2025, which was the date of the conversion of the remaining 2020 Debentures.
34
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 12. | COMMITMENTS |
|---|
The Company’s undiscounted commitments and contractual obligations at December 31, 2025 include:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Less than 1 year | | 1 to 3 years | | 4 to 5 years | | Total | ||||
| Accounts payable and accrued liabilities | | $ | 2,109,193 | | $ | — | | $ | — | | $ | 2,109,193 |
| 2022 Debentures | | 5,430,859 | | — | | — | | 5,430,859 | ||||
| Flow-through share premium liabilities | | 4,695,312 | | — | | — | | 4,695,312 | ||||
| Purepoint Joint Venture advances | | 3,000,000 | | — | | — | | 3,000,000 | ||||
| Lease liabilities | | 197,976 | | 248,891 | | 54,413 | | 501,280 | ||||
| Asset retirement obligations | | — | | — | | 2,427,892 | | 2,427,892 | ||||
| | | $ | 15,433,340 | | $ | 248,891 | | $ | 2,482,305 | | $ | 18,164,536 |
Flow-through funding commitments
The Company has raised funds through the issuance of flow-through shares. Based on Canadian tax law, the Company is required to spend this amount on eligible exploration expenditures by December 31 of the year following the year in which the shares were issued.
The premium received for a flow-through share, which is the price received for the share in excess of the market price of the share, is recorded as a flow-through share premium liability. This liability is subsequently reduced when the required exploration expenditures are made, on a pro rata basis, and accordingly, a recovery of flow-through premium is then recorded as a reduction in the deferred tax expense to the extent that deferred income tax assets are available.
The Company issued flow-through shares on February 9, 2024 for gross proceeds of $23,000,000 (the “2024 FTS Liability”) (Note 14) and subsequently incurred $23,000,000 in eligible exploration expenditures up to December 31, 2025, fulfilling the Company’s obligation to spend the funds raised on eligible exploration expenditures. As the commitment is fully satisfied, the remaining balance of the flow-through share premium liability was derecognized.
The Company issued flow-through shares on February 28, 2025 for gross proceeds of $20,007,375 (the “2025 FTS Liability”) (Note 14) and has incurred $8,269,097 in eligible exploration expenditures up to December 31, 2025. As of December 31, 2025, the Company is obligated to spend $11,738,278 on eligible exploration expenditures by December 31, 2026.
The flow-through share premium liability is comprised of:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | December 31, | | December 31, | ||
| | | 2025 | | 2024 | ||
| Balance, opening | | $ | 1,355,210 | | $ | — |
| Liability incurred on flow-through shares issued | | **** | 8,002,950 | | 3,680,000 | |
| Settlement of flow-through share liabilities on expenditures | | **** | (4,662,848) | | (2,324,790) | |
| Balance, closing | | $ | 4,695,312 | | $ | 1,355,210 |
35
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 12. | COMMITMENTS (continued) |
|---|
Contingent payment obligations
The Company has an obligation to make a contingent payment of $500,000 related to the acquisition of the West Newcastle Range, Teddy Mountain and Ardmore East projects, if either of the following milestones are met within eight years:
| ● | a National Instrument 43-101 compliant mineral resource estimate for the West Newcastle Range and Teddy Mountain projects is prepared where the mineral resource estimate is greater than or equal to 6.0 million pounds of U₃O₈; or |
|---|---|
| ● | with respect to the Ardmore East project the mineral resources estimate is greater than or equal to 6.0 million pounds of U₃O₈ equivalent. |
| --- | --- |
Royalties
In addition to applicable federal, provincial/state and municipal property taxes, duties and advance royalties, the Company’s exploration and evaluation properties are subject to certain royalties, which may or may not be payable in the future, depending on whether revenue is derived from the claims or leases to which these royalties are applicable.
Contractual arrangements
The purchase agreement for the Bulyea River property, which closed on June 28, 2024, includes a provision for the return of the Bulyea River property to Critical Path Minerals Corp. (“Critical Path Minerals”), if the Company does not or chooses to not make the following payments to Critical Path Minerals by the following dates:
| ● | On or before the 2^nd^ anniversary of the closing date of sale: $300,000 in cash or common shares or a combination thereof, at the election of the Company; and |
|---|---|
| ● | On or before the 3^rd^ anniversary of the closing date of sale: $350,000 in cash or common shares or a combination thereof, at the election of the Company. |
| --- | --- |
The Company also agreed to:
| ● | Incur minimum expenditures of $2,000,000 within 36 months of the closing date of sale; and |
|---|---|
| ● | Within 30 days after a published technical report containing a current mineral resource estimate for the Bulyea River property, pay Critical Path Minerals $1,000,000 in cash or common shares or a combination thereof, at the election of the Company. |
| --- | --- |
36
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 13. | INCOME TAXES |
|---|
A reconciliation of income taxes at statutory rates with the reported income tax recovery for the years ended December 31 is as follows:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | 2025 | | 2024 | **** | ||
| Loss from operations | | $ | (4,895,652) | | $ | (44,139,532) | |
| Statutory rate | | **** | 27 | % | 27 | % | |
| Expected tax recovery | | **** | (1,321,826) | | (11,917,674) | | |
| Permanent differences: | | | | | | ||
| Share-based compensation | | **** | 1,714,207 | | 1,426,989 | | |
| Convertible debt | | **** | (146,264) | | (1,917,987) | | |
| Other | | **** | (768) | | (43,931) | | |
| Tax exempt income from disposal of Argentina assets | | **** | — | | (926,659) | | |
| Settlement of flow-through share liability on expenditures (Note 12) | | **** | (4,662,848) | | (2,324,790) | | |
| Flow-through share renunciation | | **** | 4,515,919 | | 3,918,082 | | |
| Unrecognized deferred tax assets | | **** | (3,926,750) | | 9,973,232 | | |
| Recognized deferred tax assets | | **** | 59,077 | | (320,061) | | |
| Income tax recovery | | $ | (3,769,253) | | $ | (2,132,799) | |
The tax effects of temporary differences between amounts recorded in the Company’s accounts and the corresponding amounts as calculated for income tax purposes gives rise to the following deferred tax assets and liabilities as at December 31:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | 2025 | | 2024 | ||
| Tax loss carry forwards | | $ | 9,132,055 | | $ | 588,797 |
| Financing costs | | **** | — | | 70,806 | |
| Exploration and evaluation assets | | **** | (9,194,975) | | (786,151) | |
| Marketable securities | | **** | (536,820) | | (174,328) | |
| Property and equipment | | **** | (14,394) | | (68,556) | |
| Capital lease obligations | | **** | 74,656 | | 106,765 | |
| Asset retirement obligations | | **** | 100,502 | | 3,476 | |
| Deferred tax liabilities | | $ | (438,976) | | $ | (259,191) |
37
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 13. | INCOME TAXES (continued) |
|---|
As at December 31, 2025, no deferred tax assets are recognized on the following temporary differences as it is not probable that sufficient future taxable profit will be available to realize such assets:
| | | | |
|---|---|---|---|
| | | December 31, 2025 | |
| Canadian tax loss carry forwards | | $ | 17,600,041 |
| Australian tax loss carry forwards | | **** | 2,614,830 |
| US tax loss carry forwards | | **** | 38,999,796 |
| Property and equipment | | **** | 944,413 |
| Capital lease obligations | | **** | 163,473 |
| Financing costs | | **** | 4,696,095 |
| Asset retirement obligations | | **** | 39,263 |
Movement in the Company’s deferred tax assets (liabilities) in the year is as follows:
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | Recognized in | | | | |
| | | | | | Recognized | | Recognized | | other | | | | |||
| | | Opening | | in income tax | | in | | comprehensive | | Closing | |||||
| December 31, 2025 | | balance | | recovery | | shareholders equity | | income | | balance | |||||
| Deferred tax assets: | | | | | | | | | | | |||||
| Tax loss carry forwards | | $ | 588,797 | | $ | 8,543,258 | | $ | — | | $ | — | | $ | 9,132,055 |
| Financing costs | | **** | 70,806 | | **** | (1,278,564) | | **** | 1,207,758 | | **** | — | | **** | — |
| Capital lease obligations | | **** | 106,765 | | **** | (32,109) | | **** | — | | **** | — | | **** | 74,656 |
| Deferred tax liabilities: | | | | | | | | | | | |||||
| Exploration and evaluation assets | | **** | (786,151) | | **** | (8,408,824) | | **** | — | | **** | — | | **** | (9,194,975) |
| Marketable securities | | **** | (174,328) | | **** | 131,456 | | **** | — | | **** | (493,948) | | **** | (536,820) |
| Property and equipment | | **** | (68,556) | | **** | 54,162 | | **** | — | | **** | — | | **** | (14,394) |
| Asset retirement obligations | | **** | 3,476 | | **** | 97,026 | | **** | — | | **** | — | | **** | 100,502 |
| | | $ | (259,191) | | $ | (893,595) | | $ | 1,207,758 | | $ | (493,948) | | $ | (438,976) |
38
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 13. | INCOME TAXES (continued) |
|---|
| | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | Recognized | | Recognized in | | | | ||
| | | | | | Recognized | | in | | other | | | | |||
| | | Opening | | in income tax | | shareholders | | comprehensive | | Closing | |||||
| December 31, 2024 | | balance | | recovery | | equity | | income | | balance | |||||
| Deferred tax assets: | | | | | | | | | | | |||||
| Tax loss carry forwards | | $ | 6,241,436 | | $ | (5,652,639) | | $ | — | | $ | — | | $ | 588,797 |
| Financing costs | | 303,471 | | (692,325) | | 459,660 | | — | | 70,806 | |||||
| Capital lease obligation | | — | | 106,765 | | — | | — | | 106,765 | |||||
| Deferred tax liabilities: | | | | | | | | | | | |||||
| Exploration and evaluation assets | | (7,142,964) | | 6,356,813 | | — | | — | | (786,151) | |||||
| Marketable securities | | (302,767) | | (158,888) | | — | | 287,327 | | (174,328) | |||||
| Property and equipment | | 86,637 | | (155,193) | | — | | — | | (68,556) | |||||
| Asset retirement obligations | | — | | 3,476 | | — | | — | | 3,476 | |||||
| | | $ | (814,187) | | $ | (191,991) | | $ | 459,660 | | $ | 287,327 | | $ | (259,191) |
Deferred income tax recovery for the years ended December 31 comprises:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | 2025 | | 2024 | ||
| Deferred income tax expense related to operations | | $ | (893,595) | | $ | (191,991) |
| Settlement of flow-through share liability on expenditures | | **** | 4,662,848 | | 2,324,790 | |
| Deferred income tax recovery | | $ | 3,769,253 | | $ | 2,132,799 |
The Company has the following tax attributes, which are subject to review, and potential adjustment, by tax authorities:
| ● | Canadian non-capital and other losses of $48,030,366 (2024: $35,574,798) which expire in 2035-2045. |
|---|---|
| ● | Australian losses of $4,576,810 (2024: $3,177,586) which do not expire. |
| --- | --- |
| ● | US losses of $40,100,572 (2024: $49,747,423) which do not expire. |
| --- | --- |
In 2016, IsoEnergy acquired exploration and evaluation assets from NexGen. At the time of acquisition from NexGen the net book value was $22,773,810, as recorded in NexGen’s financial statements immediately prior to the transfer, compared to the consideration paid by the Company of $29,000,000. The difference has not been recognized as a deferred tax liability pursuant to the “initial recognition exemption” under IFRS 12 - Income Taxes.
39
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 14. | SHARE CAPITAL |
|---|
Authorized Capital - Unlimited number of common shares with no par value.
Issued
On March 20, 2025, the Company completed a consolidation of its issued and outstanding common shares on the basis of one new post-consolidation common share for every four existing pre-consolidation common shares. No fractional common shares were issued and any fractional shares were rounded down to the nearest whole common share. The number of common shares, restricted share units, stock options, and all per share amounts have been retroactively restated for all periods presented.
For the year ended December 31, 2025:
| (a) | During the year ended December 31, 2025, the Company issued: |
|---|---|
| ● | 2,417,068 common shares to QRC in respect of the full conversion of the US$6,000,000 principal of the 2020 Debentures (Note 11). |
| --- | --- |
| ● | 550,975 common shares on the exercise of stock options for proceeds of $3,229,736. As a result of the exercises, $3,272,577 was reclassified from reserves to share capital. |
| --- | --- |
| ● | 29,167 common shares on the exercise of RSUs. As a result of the exercises, $322,004 was reclassified from reserves to share capital. |
| --- | --- |
| ● | 17,761 common shares to QRC to settle $188,732 of interest expense on the Debentures (Note 11). |
| --- | --- |
| ● | 16,666 common shares to Critical Path Minerals with a fair value of $161,160 to retain its 100% interest in the Bulyea River property (Note 9a). |
| --- | --- |
| ● | 100,000 common shares were issued for the purchase of 2,135,760 common shares and 2,708,627 common share purchase warrants of Premier American Uranium (Note 7). |
| --- | --- |
| (b) | On February 28, 2025, the Company issued 1,333,825 flow-through common shares at a price of $15.00 per share for gross proceeds of $20,007,375. Share issuance cost was $1,515,084, net of tax of $560,373. Concurrently, the Company issued 625,000 common shares to NexGen at a price of $10.00 per share for gross proceeds of $6,250,000 as part of a private placement. |
| --- | --- |
| (c) | On June 24, 2025, the Company issued 5,121,500 common shares at a price of $10.00 per share for gross proceeds of $51,215,000 in a bought deal financing. Share issuance cost was $1,750,335, net of tax of $647,385. |
| --- | --- |
40
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 14. | SHARE CAPITAL (continued) |
|---|
Issued (continued)
For the year ended December 31, 2024:
| (d) | During the year ended December 31, 2024, the Company issued: |
|---|---|
| ● | 239,865 common shares on the exercise of stock options for proceeds of $2,630,019. As a result of the exercises, $1,950,028 was reclassified from reserves to share capital. |
| --- | --- |
| ● | 274,808 common shares on the exercise of warrants for proceeds of $3,627,474. As a result of the exercises, $819,407 was reclassified from reserves to share capital. |
| --- | --- |
| ● | 25,265 common shares to QRC to settle $348,830 of interest expense on the Debentures (see Note 11). |
| --- | --- |
| (e) | On February 9, 2024, the Company issued 920,000 flow-through common shares at a price of $25.00 per share for gross proceeds of $23,000,000. Share issuance cost was $1,242,784, net of tax of $459,660. |
| --- | --- |
| (f) | On April 29, 2024, the Company issued 31,318 common shares valued at $524,998 and made a cash payment of $525,002 to settle the Company’s obligation to make a payment of $1,050,000 to Mega Uranium pursuant to the acquisition of the Ben Lomond property in 2022. |
| --- | --- |
Stock Options
Pursuant to the Company’s Omnibus Plan, directors may, from time to time, authorize the issuance of options to directors, officers, employees and consultants of the Company, enabling them to acquire up to 10% of the issued and outstanding common shares of the Company. The options can be granted for a maximum term of 10 years and are subject to vesting provisions as determined by the Board of Directors of the Company.
Stock option transactions and the number of stock options outstanding on the dates set forth below are summarized as follows:
| | | | | | |
|---|---|---|---|---|---|
| | | | | Weighted average | |
| | | Number of options | | exercise price per share | |
| Outstanding January 1, 2024 | 3,943,032 | | $ | 13.28 | |
| Granted | 647,000 | | 12.68 | ||
| Expired | (421,136) | | 14.16 | ||
| Forfeited | (46,583) | | 14.04 | ||
| Exercised | (239,865) | | 10.96 | ||
| Outstanding December 31, 2024 | 3,882,448 | | $ | 13.20 | |
| Granted | **** | 1,258,250 | | $ | 10.58 |
| Expired | **** | (63,669) | | **** | 15.03 |
| Forfeited | **** | (51,501) | | **** | 12.39 |
| Exercised | **** | (550,975) | | **** | 5.86 |
| Outstanding, December 31, 2025 | **** | 4,474,553 | | $ | 13.35 |
| Number of options exercisable | **** | 3,463,012 | | $ | 14.05 |
41
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 14. | SHARE CAPITAL (continued) |
|---|
Stock Options (continued)
As at December 31, 2025, the Company has stock options outstanding and exercisable as follows:
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | Weighted |
| | | | | | | Number of | | Weighted | | average | |
| Range of | Number of | | Weighted average | | options | | average | | remaining | ||
| exercise prices | options | | exercise price | | exercisable | | exercise price | | contractual life (years) | ||
| 9.16 - 10.44 | 1,001,593 | | $ | 9.95 | 512,010 | | $ | 10.11 | 4.1 | ||
| 10.45 - 12.44 | 917,776 | | 11.68 | 584,693 | | 11.66 | 2.7 | ||||
| 12.45 - 15.24 | 1,195,567 | | 13.25 | 1,006,692 | | 13.35 | 2.7 | ||||
| 15.25 - 16.52 | 1,048,858 | | 16.27 | 1,048,858 | | 16.27 | 1.9 | ||||
| 16.53 - 20.40 | 310,759 | | 19.85 | 310,759 | | 19.85 | 1.1 | ||||
| | 4,474,553 | | $ | 13.35 | **** | 3,463,012 | | $ | 14.05 | **** | 2.7 |
All values are in US Dollars.
The majority of options granted vest 1/3 on the grant date and 1/3 each year thereafter. Replacement options issued to Consolidated Uranium option holders in 2023 were all vested on the date of issuance.
The Company uses the Black-Scholes option pricing model to calculate the fair value of granted stock options. The model requires management to make estimates, which are subjective and may not be representative of actual results. Changes in assumptions can materially affect fair value estimates.
The following weighted average assumptions were used to estimate the grant date fair values for the years ended December 31:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | 2025 | | 2024 | **** | ||
| Expected stock price volatility | **** | | 58.05 | % | | 61.57 | % |
| Expected life of options (years) | **** | | 5.0 | | 5.0 | | |
| Risk free interest rate | **** | | 3.05 | % | | 2.98 | % |
| Expected dividend yield | **** | | 0.00 | % | | 0.00 | % |
| Weighted average exercise price | | $ | 10.58 | | $ | 12.67 | |
| Weighted average fair value per option granted | | $ | 5.55 | | $ | 6.90 | |
Share-based compensation related to stock options for the years ended December 31 are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | 2025 | | 2024 | ||
| Expensed to the statement of income and comprehensive income | | $ | 5,839,921 | | $ | 5,267,839 |
| Capitalized to exploration and evaluation assets | | 1,295,757 | | 1,446,824 | ||
| | | $ | 7,135,678 | | $ | 6,714,663 |
Restricted Share Units
Pursuant to the Company’s Omnibus Plan, the directors may, from time to time, authorize the issuance of Restricted Share Units (a “RSU” or RSUs”) to directors, officers, employees and consultants of the Company. Each RSU once vested, is exercised and a common share is issued for zero consideration to the participant.
42
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 14. | SHARE CAPITAL (continued) |
|---|
Restricted Share Units (continued)
RSUs issued and outstanding on the dates set forth below are summarized as follows:
| | | | | | |
|---|---|---|---|---|---|
| | | | | Weighted average | |
| | | Number of RSUs | | grant date fair value | |
| Outstanding January 1, 2024 | — | | $ | — | |
| Granted | 87,500 | | 11.04 | ||
| Outstanding December 31, 2024 | 87,500 | | $ | 11.04 | |
| Granted | **** | 87,500 | | **** | 11.83 |
| Exercised | **** | (29,167) | | **** | 11.04 |
| Outstanding December 31, 2025 | **** | 145,833 | | $ | 11.51 |
Share-based compensation related to RSUs for the years ended December 31 are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | 2025 | | 2024 | ||
| Expensed to the statement of income and comprehensive income | | $ | 508,995 | | $ | 17,306 |
| Capitalized to exploration and evaluation assets | | 84,836 | | 2,884 | ||
| | | $ | 593,831 | | $ | 20,190 |
Warrants
Warrant transactions and the number of warrants outstanding on the dates set forth below are summarized as follows:
| | | | | | |
|---|---|---|---|---|---|
| | | Number of underlying | | Weighted average exercise | |
| | | shares | | price per share | |
| Outstanding January 1, 2024 | 276,652 | | $ | 13.20 | |
| Expired | (1,844) | | 13.20 | ||
| Exercised | (274,808) | | 13.20 | ||
| Outstanding December 31, 2024 | — | | $ | — | |
| Outstanding, December 31, 2025 | **** | — | | $ | — |
43
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 15. | RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT PERSONNEL COMPENSATION |
|---|
NexGen is a related party of the Company due to its ownership in the Company and the overlapping members of the Board of Directors between NexGen and the Company. The Company’s key management personnel and directors are related parties. Premier American Uranium is a related party due to an overlap in key management personnel.
Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of executive and non-executive members of the Company’s Board of Directors and senior officers.
Remuneration attributed to key management personnel is summarized as follows. The amounts presented in the comparative period include short-term compensation and share-based compensation paid to the former President and Executive Vice President, Exploration & Development, who resigned on August 31, 2024 and October 31, 2024, respectively.
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Short term | | Share-based | | | | ||
| Year ended December 31, 2025 | | compensation | | compensation | | Total | |||
| Expensed to the statement of loss and comprehensive loss | | $ | 2,884,803 | | $ | 5,514,673 | | $ | 8,399,476 |
| Capitalized to exploration and evaluation assets | **** | | 367,599 | **** | | 409,983 | **** | | 777,582 |
| | | $ | 3,252,402 | | $ | 5,924,656 | | $ | 9,177,058 |
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Short term | | Share-based | | | | ||
| Year ended December 31, 2024 | | compensation | | compensation | | Total | |||
| Expensed to the statement of loss and comprehensive loss | | $ | 3,006,487 | | $ | 4,385,995 | | $ | 7,392,482 |
| Capitalized to exploration and evaluation assets | | 552,087 | | 622,453 | | 1,174,540 | |||
| | | $ | 3,558,574 | | $ | 5,008,448 | | $ | 8,567,022 |
As of December 31, 2025:
| ● | $5,908 (2024: $1,120,402) was included in accounts payable and accrued liabilities owing to related parties and directors and officers; and |
|---|---|
| ● | $Nil (2024: $99,449 from former related companies) was included in accounts receivable. |
| --- | --- |
During the year ended December 31, 2025, the Company:
| ● | reimbursed NexGen $5,540 (2024: $24,024) for use of NexGen’s office space; and |
|---|---|
| ● | received $41,963 (2024: $8,502) from related companies primarily as reimbursement for salaries (2024: from former related companies for equipment rentals and as reimbursement for office expenses and salaries). |
| --- | --- |
On February 9, 2024, NexGen’s shareholding in the Company was diluted from 33.8% to 33.1% as a result of the issuance of 920,000 flow through common shares of the Company pursuant to the private placement on February 9, 2024 (Note 14), which NexGen did not participate in. 44
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 15. | RELATED PARTY TRANSACTIONS AND KEY MANAGEMENT PERSONNEL COMPENSATION (continued) |
|---|
On January 19, 2025, NexGen’s shareholding was diluted to 31.8% as a result of the issuance of common shares on the conversion of US$3,000,000 of principal of the 2020 Debentures (Note 11). Concurrent with the flow through financing on February 28, 2025, NexGen’s shareholding in the Company was maintained at 31.8% as a result of subscribing to 625,000 common shares of the Company in a private placement (Note 14). On June 24, 2025, NexGen’s shareholding was diluted to 30.9% as a result of the issuance of 5,121,500 common shares as part of a bought deal financing, which NexGen participated in and bought 1,200,000 common shares (Note 14). On August 1, 2025, NexGen’s shareholding was diluted to 30.2% as a result of the issuance of common shares on the conversion of the remaining US$3,000,000 of principal of the 2020 Debentures (Note 11).
| 16. | CAPITAL MANAGEMENT |
|---|
The Company manages its capital structure, defined as total equity plus debt, and adjusts it, based on the funds available to the Company, in order to support the acquisition, exploration and evaluation of assets. The Board of Directors does not impose quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain the future development of the business.
In the management of capital, the Company considers all types of equity and is dependent on third party financing, whether through debt, equity, or other means. Although the Company has been successful in raising funds to date, there is no assurance that the Company will be successful in obtaining required financing in the future or that such financing will be available on terms acceptable to the Company.
The properties in which the Company currently has an interest are in the exploration and pre-development stage. As such, the Company, has historically relied on the equity markets to fund its activities. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it determines that there is sufficient geologic or economic potential and if it has adequate financial resources to do so.
Management reviews its capital management approach on an on-going basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period.
| 17. | FINANCIAL INSTRUMENTS |
|---|
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, marketable securities, accounts payable and accrued liabilities, and convertible debentures.
Fair Value Measurement
The Company classifies the fair value of financial instruments according to the following hierarchy based on the amount of observable inputs used to value the instrument:
| ● | Level 1 – quoted prices in active markets for identical assets or liabilities. |
|---|---|
| ● | Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). |
| --- | --- |
| ● | Level 3 – inputs for the asset or liability that are not based on observable market data. |
| --- | --- |
The fair values of the Company’s cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities approximate their carrying value, due to their short-term maturities or liquidity. 45
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 17. | FINANCIAL INSTRUMENTS (continued) |
|---|
Fair Value Measurement (continued)
The Debentures are re-measured at fair value at each reporting date with any change in fair value recognized in profit or loss, except for the change in fair value that is attributable to change in credit risk, which is presented in other comprehensive income (loss) (Note 11). The Debentures are classified as Level 2.
The marketable securities are re-measured at fair value at each reporting date with any change in fair value recognized in other comprehensive income (loss) (Note 7). The common shares included in marketable securities are Level 1, except for the common shares of privately held marketable securities, which are Level 3 and their fair value is primarily based on the price of their most recent share issuances. Included in other comprehensive income (loss) during the year ended December 31, 2025, is a gain of $522,800 from the change in fair value of Level 3 marketable securities. The warrants included in marketable securities are Level 2.
Financial instrument risk exposure
As at December 31, 2025, the Company’s financial instrument risk exposure and the impact thereof on the Company’s financial instruments are summarized below:
| (a) | Credit Risk |
|---|
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As at December 31, 2025, the Company has cash and cash equivalents on deposit with large banks in Canada, the United States, and Australia. Credit risk is concentrated as a significant amount of the Company’s cash and cash equivalents is held at one financial institution. Management believes the risk of loss to be remote.
The Company’s accounts receivable mostly consists of input tax credits receivable from the Governments of Canada and Australia and amounts receivable from related parties. Accordingly, the Company does not believe it is subject to significant credit risk. The Company’s loan receivable from Anfield Energy included interest receivable and was repaid in its entirety during the year ended December 31, 2025.
| (b) | Liquidity Risk |
|---|
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet its obligations under financial instruments. The Company manages liquidity risk by maintaining sufficient cash balances that are accessible on deposit or on short-term notice. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet short-term obligations. As at December 31, 2025, the Company had an adjusted working capital balance of $116,743,618 (adjusted working capital is defined as current assets less current liabilities, excluding flow-though share premium liabilities and debenture liabilities), including cash and cash equivalents of $62,906,168.
| (c) | Market Risk |
|---|
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices.
| (i) | Interest Rate Risk |
|---|
Interest rate risk is the risk that the future cash flows from a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash and cash equivalents in bank accounts that earn variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company’s cash and cash equivalent balances as of December 31, 2025. The interest on the Debentures is fixed and not subject to market fluctuations. 46
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 17. | FINANCIAL INSTRUMENTS (continued) |
|---|
Financial instrument risk exposure (continued)
| (ii) | Price Risk |
|---|
The Company is exposed to price risk with respect to commodity and equity prices. Equity price risk is defined as the potential adverse impact of movements in individual equity prices or general movements in the level of the stock market on the Company’s financial performance. Commodity price risk is defined as the potential adverse impact of commodity price movements and volatilities on financial performance and economic value. Future declines in commodity prices may impact the valuation of long-lived assets. The Company closely monitors the commodity prices of uranium, individual equity movements, and the stock market. The Company holds marketable securities which are subject to equity price risk.
| (iii) | Foreign Currency Risk |
|---|
The functional currency of the Company is the Canadian dollar. Certain of the Company’s subsidiaries use the US dollar and Australian dollar as functional currencies. The Company is affected by currency transaction risk and currency translation risk. Consequently, fluctuations of the Canadian dollar in relation to other currencies impact the fair value of financial assets, liabilities and operating results. Financial assets and liabilities subject to currency translation risk primarily include US dollar and Australian dollar denominated cash, US dollar and Australian dollar accounts receivable, US dollar and Australian dollar marketable securities, US dollar and Australian dollar accounts payable and accrued liabilities, and the Debentures. The Company maintains Canadian, US and Australian dollar bank accounts.
The Company is exposed to foreign exchange risk on its US dollar denominated cash, accounts payable and accrued liabilities, accounts receivable, marketable securities and Debentures. At its respective maturity dates, the principal amounts of the Debentures are due in full, and prior to then at a premium upon the occurrence of certain events, including a change of control. The Company holds sufficient US dollars to make all cash interest payments due under the Debentures until maturity but not to pay the principal amount. Accordingly, the Company is subject to risks associated with fluctuations in the Canadian/US dollar exchange rate that may make the Debentures more costly to repay.
A 5% change in the US dollar exchange rate can result in a net increase or decrease in the Company’s US dollar-based cash, accounts receivable, marketable securities, accounts payable and accrued liabilities, and Debentures of $562,746 that would flow through the consolidated statement of income (loss) and comprehensive income.
The Company is also exposed to foreign exchange risk on its Australian dollar denominated cash, accounts receivable, marketable securities, and accounts payable and accrued liabilities. Accordingly, the Company is subject to risks associated with fluctuations in the Canadian/Australian dollar exchange rate that may impact on its operating results.
A 5% change in the Australian dollar can increase or decrease the value of the Company’s Australian dollar-based cash, accounts receivable, marketable securities, and accounts payable and accrued liabilities and accounts receivable by $122,823 that would flow through consolidated statement of income (loss) and comprehensive income.
47
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 17. | FINANCIAL INSTRUMENTS (continued) |
|---|
Financial instrument risk exposure (continued)
| (iii) | Foreign Currency Risk (continued) |
|---|
The tables below summarize the Company’s exposure to foreign currencies as at:
| | | | | |
|---|---|---|---|---|
| December 31, 2025 | | US$ | | AUD$ |
| Cash | **** | 2,707,171 | **** | 26,064 |
| Accounts receivable | **** | — | **** | 40,013 |
| Marketable securities | **** | 10,000,000 | **** | 2,640,000 |
| Accounts payable and accrued liabilities | **** | (537,714) | **** | (20,143) |
| Convertible debentures | **** | (3,960,893) | **** | — |
| Net balance | **** | 8,208,564 | **** | 2,685,934 |
| | | | | |
|---|---|---|---|---|
| December 31, 2024 | | US$ | | AUD$ |
| Cash | 434,627 | 39,359 | ||
| Accounts receivable | 291 | 84,240 | ||
| Marketable securities | 10,000,000 | 1,350,000 | ||
| Accounts payable and accrued liabilities | (206,452) | (142,452) | ||
| Convertible debentures | (21,044,248) | — | ||
| Net balance | (10,815,782) | 1,331,147 |
48
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 18. | SEGMENT INFORMATION |
|---|
The Company has identified its operating segments based on the internal reports that are reviewed and used by the chief executive officer and the executive management in assessing performance and in determining the allocation of resources. The Company has one operating segment, being the acquisition, exploration and development of uranium properties.
Geographically, the Company’s non-current assets and general and administrative expenditure are identified by country, being Canada, the United States, and Australia, with the corporate office in Canada. Geographic disclosure is as follows.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at December 31, 2025 | | Canada | | United States | | Australia | | Total | ||||
| Current assets | | $ | 117,888,743 | | $ | 721,059 | | $ | 407,134 | | $ | 119,016,936 |
| Property and equipment | | **** | 680,859 | | **** | 15,132,305 | | **** | — | | **** | 15,813,164 |
| Exploration and evaluation assets | | **** | 112,337,763 | | **** | 139,495,657 | | **** | 27,258,399 | | **** | 279,091,819 |
| Other non-current assets | | **** | — | | **** | 2,292,210 | | **** | 744,152 | | **** | 3,036,362 |
| Total assets | | $ | 230,907,365 | | $ | 157,641,231 | | $ | 28,409,685 | | $ | 416,958,281 |
| Total liabilities | | $ | 12,713,435 | | $ | 2,020,014 | | $ | 798,746 | | $ | 15,532,195 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at December 31, 2024 | | Canada | | United States | | Australia | | Total | ||||
| Current assets | | $ | 59,282,638 | | $ | 193,709 | | $ | 110,056 | | $ | 59,586,403 |
| Property and equipment | | 689,410 | | 15,542,892 | | — | | 16,232,302 | ||||
| Exploration and evaluation assets | | 95,738,413 | | 141,027,791 | | 25,524,894 | | 262,291,098 | ||||
| Other non-current assets | | — | | 2,314,201 | | 411,019 | | 2,725,220 | ||||
| Total assets | | $ | 155,710,461 | | $ | 159,078,593 | | $ | 26,045,969 | | $ | 340,835,023 |
| Total liabilities | | $ | 35,220,994 | | $ | 1,837,525 | | $ | 613,345 | | $ | 37,671,864 |
49
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 18. | SEGMENT INFORMATION (continued) |
|---|
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | United | | | | | | | |
| Year ended December 31, 2025 | | Canada | | States | | Australia | | Total | ||||
| Share-based compensation | | $ | 6,261,824 | | $ | — | | $ | 87,092 | | $ | 6,348,916 |
| Administrative salaries, contractor and director fees | | **** | 4,264,052 | | **** | 78,492 | | **** | 94,114 | | **** | 4,436,658 |
| Investor relations | | **** | 1,640,925 | | **** | — | | **** | — | | **** | 1,640,925 |
| Office and administrative | | **** | 970,030 | | **** | 89,040 | | **** | 32,164 | | **** | 1,091,234 |
| Professional and consultant fees | | **** | 3,539,604 | | **** | 408,770 | | **** | — | | **** | 3,948,374 |
| Travel | | **** | 638,326 | | **** | 8,079 | | **** | — | | **** | 646,405 |
| Public company costs | | **** | 1,312,607 | | **** | — | | **** | — | | **** | 1,312,607 |
| Total general and administrative expenditure | | $ | 18,627,368 | | $ | 584,381 | | $ | 213,370 | | $ | 19,425,119 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | United | | | | | | | |
| Year ended December 31, 2024 | | Canada | | States | | Australia | | Total | ||||
| Share-based compensation | | $ | 5,181,245 | | $ | — | | $ | 103,900 | | $ | 5,285,145 |
| Administrative salaries, contractor and director fees | | 4,972,700 | | 74,914 | | 72,413 | | 5,120,027 | ||||
| Investor relations | | 897,110 | | — | | — | | 897,110 | ||||
| Office and administrative | | 637,603 | | 132,386 | | 33,483 | | 803,472 | ||||
| Professional and consultant fees | | 3,653,186 | | 783,468 | | — | | 4,436,654 | ||||
| Travel | | 565,145 | | — | | — | | 565,145 | ||||
| Public company costs | | 559,212 | | — | | — | | 559,212 | ||||
| Total general and administrative expenditure | | $ | 16,466,201 | | $ | 990,768 | | $ | 209,796 | | $ | 17,666,765 |
The Company disposed of all net assets in the Argentina reporting segment in the year ended December 31, 2024 and all associated income and expenses in the comparative period were classified as discontinued operations (Note 6a).
50
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 19. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS |
|---|
There was no cash paid for income tax in the years ended December 31, 2025 and 2024.
Non-cash transactions in the years ended December 31, 2025 and 2024 included:
| (a) | A non-cash transaction in the year ended December 31, 2025 of $1,380,593 (2024: $1,449,708) related to share-based payments was included in exploration and evaluation assets (Note 14). |
|---|---|
| (b) | Acquisition of exploration and evaluation assets in the year ended December 31, 2025 are presented net of a non-cash increase to asset retirement obligations of $349,848 (2024: decrease of $75,608). Additions to exploration and evaluation assets in the year ended December 31, 2025 are presented net of a non-cash increase in accounts payable of $223,561 (2024: $625,478) and depreciation of $46,143 (2024: $24,516) directly related to exploration and evaluation assets (Note 9). |
| --- | --- |
| (c) | Additions to property and equipment in the year ended December 31, 2025 are presented net of a non-cash increase in right-of-use assets of $165,176 (2024: $nil) (Note 8). |
| --- | --- |
| (d) | The Company issued 2,417,068 common shares to QRC with a fair value of $24,291,545 following the conversion of US$6 million principal of the 2020 Debentures in the year ended December 31, 2025 (Note 11). The Company issued 17,761 common shares with a fair value of $188,732 to QRC to settle a portion of the interest owing on the Debentures in the year ended December 31, 2025 (2024: 25,265 common shares with a fair value of $348,830) (Note 11). |
| --- | --- |
| (e) | The Company received $1,060,000 of common shares of Purepoint Uranium in exchange for 10% of the Company’s interest in the Purepoint Joint Venture, with no gain or loss recorded on the exercise of the Put Option during the year ended December 31, 2025 (Note 6c). |
| --- | --- |
| (f) | Acquisitions of exploration and evaluation assets in the year ended December 31, 2025 include the issuance of 16,666 common shares with a fair value of $161,160 to complete the 1^st^ anniversary payment to retain its 100% interest in the Bulyea River property. Acquisitions of exploration and evaluation assets in the year ended December 31, 2024 are presented net of a non-cash increase in contingent payments of $278,152 (Note 9a). |
| --- | --- |
| (g) | Purchases of marketable securities in the year ended December 31, 2025 included a non-cash transaction related to the issuance of 100,000 common shares with a fair value of $1,221,000 (Note 7). |
| --- | --- |
51
ISOENERGY LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian Dollars)
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| 20. | SUBSEQUENT EVENTS |
|---|
Bought Deal Financing and Concurrent Private Placement
On January 27, 2026, the Company issued 3,833,410 common shares at a price of $15.00 per share to a syndicate of underwriters, for gross proceeds of $57,501,150 million as part of a bought deal financing.
Concurrently, the Company issued 1,666,667 common shares to NexGen at a price of $15.00 per share for gross proceeds of $25,000,005 as part of a private placement. This private placement was entered into with NexGen to maintain its current pro-rata interest in the Company of approximately 30.0%.
Option Grants and Option Exercises
Subsequent to December 31, 2025, the Company granted 704,375 stock options to its directors, employees, and consultants. These stock options are exercisable at a price of $13.78 per option and expire on January 2, 2031.
Subsequent to December 31, 2025, 127,194 common shares of the Company were issued on the exercise of stock options for proceeds of $1,564,928.
Subsequent Events Discussed Elsewhere in the Financial Statements
Refer to Note 6a and Note 7 of these Financial Statements.
52
EXHIBIT 99.4
CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a), PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Philip Williams, certify that:
| 1. | I have reviewed this annual report on Form 40-F of IsoEnergy Ltd. | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. | |
| --- | --- | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report. | |
| --- | --- | |
| 4. | The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have: | |
| --- | --- | |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | |
| b. | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| --- | --- | |
| c. | Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting. | |
| --- | --- | |
| 5. | The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): | |
| --- | --- | |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and | |
| --- | --- | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. | |
| --- | --- | |
| Date: February 26, 2026 | | |
| --- | --- | --- |
| | | /s/ Philip Williams |
| | | Name: Philip Williams |
| | | Title: Chief Executive Officer |
EXHIBIT 99.5
CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a), PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Graham du Preez, certify that:
| 1. | I have reviewed this annual report on Form 40-F of IsoEnergy Ltd. | |
|---|---|---|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. | |
| --- | --- | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report. | |
| --- | --- | |
| 4. | The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have: | |
| --- | --- | |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | |
| b. | Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| --- | --- | |
| c. | Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting. | |
| --- | --- | |
| 5. | The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions): | |
| --- | --- | |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and | |
| --- | --- | |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting. | |
| --- | --- | |
| Date: February 26, 2026 | | |
| --- | --- | --- |
| | | /s/ Graham du Preez |
| | | Name: Graham du Preez |
| | | Title: Chief Financial Officer |
EXHIBIT 99.6
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002
IsoEnergy Ltd. (the “Company”) is filing with the U.S. Securities and Exchange Commission on the date hereof, its annual report on Form 40-F for the fiscal year ended December 31, 2025 (the “Report”).
I, Philip Williams, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that:
(i) the Report fully complies with the requirements of section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| | |
|---|---|
| | /s/ Philip Williams |
| | Name: Philip Williams |
| | Title: Chief Executive Officer |
Date: February 26, 2026
EXHIBIT 99.7
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002
IsoEnergy Ltd. (the “Company”) is filing with the U.S. Securities and Exchange Commission on the date hereof, its annual report on Form 40-F for the fiscal year ended December 31, 2025 (the “Report”).
I, Graham du Preez, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as enacted pursuant to section 906 of the U.S. Sarbanes-Oxley Act of 2002, that:
(i) the Report fully complies with the requirements of section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| | |
|---|---|
| | /s/ Graham du Preez |
| | Name: Graham du Preez |
| | Title: Chief Financial Officer |
Date: February 26, 2026
EXHIBIT 99.8
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
IsoEnergy Ltd.
We consent to the use of our report dated February 26, 2026, on the consolidated financial statements of IsoEnergy Ltd. (the Company), which comprise the consolidated statements of financial position as at December 31, 2025 and December 31, 2024, the related consolidated statements of loss and comprehensive loss, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes, which is included in the Annual Report on Form 40-F dated February 26, 2026 of the Company.
We also consent to the incorporation by reference of such report in the Registration Statement (No. 333-292714) on Form F-10 of the Company and in the Registration Statement (No. 333-287876) on Form S-8 of the Company.
| | |
|---|---|
| /s/ KPMG LLP | |
| | |
| Chartered Professional Accountants | |
| February 26, 2026 | |
| Vancouver, Canada | |
Exhibit 99.9
Consent of Mark B. Mathisen
The undersigned hereby consents to the use of their reports entitled “Technical Report on the Larocque East Project, Northern Saskatchewan, Canada”, as amended, dated August 4, 2022 with an effective date of July 8, 2022, and “Technical Report on the Tony M Mine, Utah, USA” dated December 8, 2022, with an effective date of September 9, 2022, and the information derived therefrom, as well as the reference to their name, in each case where used or incorporated by reference in the annual report on Form 40-F of IsoEnergy Ltd. being filed with the United States Securities and Exchange Commission, and any amendments thereto.
The undersigned also hereby consents to the use of their name and such information being incorporated by reference into IsoEnergy’s registration statements on Form F-10 (File No. 333-292714) and Form S-8 (File No. 333-287876).
| /s/ Mark B. Mathisen |
|---|
| Mark B. Mathisen, C.P.G. |
| |
| |
| Dated: February 26, 2026 |
| |
Exhibit 99.10
Consent of Dean T. Wilton
The undersigned hereby consents to the reference to their name where used or incorporated by reference in the annual report on Form 40-F of IsoEnergy Ltd. being filed with the United States Securities and Exchange Commission, and any amendments thereto.
The undersigned also hereby consents to the use of their name and such information being incorporated by reference into IsoEnergy’s registration statements on Form F-10 (File No. 333-292714) and Form S-8 (File No. 333-287876).
| /s/ Dean T. Wilton |
|---|
| Dean T. Wilton, PG, CPG, MAIG |
| |
| Dated: February 26, 2026 |
Exhibit 99.11
Consent of Dan Brisbin
The undersigned hereby consents to the reference to their name where used or incorporated by reference in the annual report on Form 40-F of IsoEnergy Ltd. being filed with the United States Securities and Exchange Commission, and any amendments thereto.
The undersigned also hereby consents to the use of their name and such information being incorporated by reference into IsoEnergy’s registration statements on Form F-10 (File No. 333-292714) and Form S-8 (File No. 333-287876).
| /s/ Dan Brisbin |
|---|
| Dan Brisbin, P.Geo., Ph.D. |
| |
| |
| Dated: February 26, 2026 |
Exhibit 99.12
MINE SAFETY DISCLOSURE
IsoEnergy Ltd. (the “Company”) is committed to the health and safety of its employees and in providing an incident free workplace. The Company maintains a comprehensive health and safety program that includes extensive training for all employees and contractors, emergency response preparedness, site inspections, incident investigation, regulatory compliance training and process auditing.
The Company’s U.S. mining operations are subject to Federal Mine Safety and Health Administration (“MSHA”) regulation under the U.S. Federal Mine Safety and Health Act of 1977 (“FMSH Act”). MSHA inspects the Company’s U.S. mines on a regular basis and may issue various citations and orders if it believes a violation has occurred under the FMSH Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation.
The following disclosures are provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 16 of General Instruction B to Form 40-F, which require certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934 that operate mines regulated under the FMSH Act. The disclosures reflect the Company’s U.S. mining operations only, as such requirements do not apply to the Company’s mines operated outside the United States.
The information in the table below relates to the Company’s U.S. mining operations during the year ended December 31, 2025, as reflected in the Company’s records. In some cases, the data in the Company’s internal systems may not match or reconcile with the data MSHA maintains on its public web site:
| | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Mine or<br>Operating<br>Name and<br>MSHA<br>Identification<br>Number (1) | | Section<br>104<br>S&S<br>Citations<br>(#) (2) | | Section<br>104(b) Orders<br>(#) (3) | | Section<br>104(d)<br>Citations<br>and<br>Orders<br>(#) (4) | | Section<br>110(b)(2)<br>Violations<br>(#) (5) | | Section<br>107(a)<br>Orders<br>(#) (6) | |
| Tony M Mine (42-02426) | | 0 | | 0 | | 0 | | 0 | | 0 | |
| Daneros Mine (42-02525) | | 0 | | 0 | | 0 | | 0 | | 0 | |
| RIM Mine (42-00472) | | 0 | | 0 | | 0 | | 0 | | 0 | |
| (1) | MSHA assigns an identification number to each mine or operation and may or may not assign separate identification numbers to related facilities. The information provided above is presented by mine identification number. |
|---|---|
| (2) | Represents the total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 of the FMSH Act for which the Company received a citation from the MSHA. |
| --- | --- |
| (3) | Represents the total number of orders issued under Section 104(b) of the FMSH Act, which cover violations that had previously been cited under Section 104(a) that, upon follow-up inspection by MSHA, are found not to have been totally abated within the prescribed time period. |
| --- | --- |
| (4) | Represents the total number of citations and orders for unwarrantable failure of the Company to comply with mandatory health or safety standards under Section 104(d) of the FMSH Act. |
| --- | --- |
| (5) | Represents the total number of flagrant violations under Section 110(b)(2) of the FMSH Act. |
| --- | --- |
| (6) | Represents the total number of imminent danger orders issued under Section 107(a) of the FMSH Act. |
| --- | --- |