HomeMy WebLinkAboutDRC-2024-007236DRC-2024-007124
A R
HC
Office Address:
10808 S. River Front Parkway, Suite 321
South Jordan, UT 84095
ANFIELD RESOURCES HOLDING CORP.
VIA EMAIL
Doug Hansen
djhansen@utah.gov
October 8, 2024
Re: Shootaring Canyon Uranium Milling Facility
Radioactive Materials License UT 0900480
Ground Water Quality Discharge Permit UGW 170003
Dear Mr. Hansen:
Pursuant to Utah Administrative Code RJ 13-19-34(2), Antield Resources Holding Corp.
("An field") and lsoEnergy Ltd. ("!so Energy") submit the enclosed Notice of Change of Control relating
to the Shootaring Canyon Uranium Mill and Radioactive Material License UT 0900480 and Ground
Water Quality Discharge Permit UGW 170003 (collectively the "Mill Permits") for your approval.
Pursuant to an Arrangement Agreement dated October I, 2024, lsoEnergy agreed to purchase all of the
outstanding securities of Antield's parent company, An field Energy Inc., which will result in a change of
control of An field (the "Transaction"). We request that the Director of the Utah Division of Waste
Management and Radiation Control (the "Director") approve the upstream change of control of the Mill
Permits (as a result of the upstream change of control of the ownership of An field as permittee)
conditioned upon the closing of the Transaction. Antield and IsoEnergy currently plan to close the
Transaction during the fourth calendar quarter of 2024.
Thank you for your attention to this matter. We look forward to working with the Division of
Waste Management and Radiation Control to achieve approval of the change of control of the Mill
Permits. If any additional information is needed, please do not hesitate to contact us.
Anfield Resources Holding Corp.
Joshua Bleak, President
Email: josh.bleak@gmail.com
Enclosures
4873-0993-1828\ I
IsoEnergy Ltd.
fir.~
Philip Williams, Chief Executive Officer
E-mail: pwilliams@isoenergy.ca
NOTICE OF CHANGE OF CONTROL
RADIOACTIVE MATERIAL LICENSE UT 0900480
GROUND WATER QUALITY DISCHARGE PERMIT
UGW170003
ANFIELD RESOURCES HOLDING CORP.
ANFIELD ENERGY INC.
IsoENERGY LTD.
SHOOTARING CANYON URANIUM MILL
GARFIELD COUNTY, UTAH
October 8, 2024
4888-6044-8236\l
I. INTRODUCTION
Anfield Resources Holding Corp., a Utah corporation ("An.field"), owns and maintains the
Shootaring Canyon Uranium Mill ("Shootaring Mill") in Garfield County, Utah under Utah
Department of Environmental Quality, Division of Waste Management and Radiation Control
("Division") Radioactive Material License UT 0900480 and Ground Water Discharge Permit
UGW170003 ("Mill Permits"), copies of which are attached hereto as Exhibits 1 and 2,
respectively.
Anfield's parent company, An.field Energy Inc., a British Columbia corporation ("AEI"),
has agreed to a transaction pursuant to which all of AEI' s outstanding securities will be acquired
by IsoEnergy Ltd., an Ontario corporation ("IsoEnergy"), resulting in an upstream change of
corporate ownership of Anfield. Pursuant to Utah Administrative Code R313-19-34(2), the Mill
Permits may not be transferred without first receiving approval of the transfer from the director of
the Division ("Director"). For this purpose Anfield and lsoEnergy ("Applicants") submit this
Notice of Change of Control ("Notice") for the Shootaring Mill and Mill Permits to the Division
for approval by the Director.
Pursuant to the change of control requirements adopted by the Division, and as set forth in
the Nuclear Regulatory Commission's Consolidated Guidance About Materials Licenses,
NUREG-1556, Volume 15 (''NRC Guidance"), this Notice sets forth information regarding the (1)
nature of the transaction giving rise to the change of control and ownership request; (2) training,
experience and qualifications of management and safety personnel; (3) change of location,
equipment and procedures as a result of the change of control; ( 4) status of surveillance program
and records; (5) transfer and maintenance of decommissioning records; and (6) An.field's
continuing commitment to abide by the constraints, conditions, commitments, and requirements
of the Mill Permits.
II. CHANGE OF CONTROL REQUIREMENTS
A. Description of Transaction. Applicants are instructed to provide a complete, clear
description of the proposed transaction, including the new name and contact information for
the organization gaining control of the license (see NRC Guidance Criteria 5.1).
1. Transaction. Pw-suant to an Arrangement Agreement dated October 1, 2024,
!so Energy has agreed to purchase all of the outstanding securities of Anfield' s parent company,
AEI ("Transaction"). Copies of the press releases from AEI and IsoEnergy concerning the
Transaction are attached hereto as Exhibits 3 and 4, respectively.
2. Current Licensee. An.field is the current Mill Permits holder with the State of
Utah.
3. Transfer Licensee. Direct ownership of the Mill Permits will not be transferred
in connection with the transaction. However, upon consummation of the Transaction, Anfield's
ultimate parent company will be IsoEnergy. IsoEnergy is a TSX-listed company with substantial
current and historical mineral resources in various jurisdictions, including the United States and
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4888-6044-8236\l
Canada. IsoEnergy also holds a portfolio of permitted, past-producing conventional uranium and
vanadium mines in Utah. Anfield and IsoEnergy are committed to cooperating with the Division
to continue safe and successful uranium milling at the Shootaring Mill. Additional information
about lsoEnergy can be found in the company's audited consolidated financial statements for the
years ended December 31, 2023 and 2022, attached hereto as Exhibit 5 and at
http://www.isoenergy.ca/.
B. Changes of Personnel. Applicants are directed to provide information concerning
changes in personnel that have control over licensed activities, including pertinent training,
experience and qualifications of the individuals (see NRC Guidance Criteria 5.2).
The Applicants do not anticipate any changes to current staffing in connection with the
Transaction.
C. Changes of Location, Equipment and Procedures. Applicants are instructed to
provide a description of planned changes in location, facilities, equipment, or procedures (see
NRC Guidance Criteria 5.3).
The Applicants do not anticipate any changes in location, facilities, equipment, or
procedures in connection with the Transaction.
D. Surveillance Records. Applicants must submit a statement that all required
surveillance has been performed, documented and reviewed. If there are surveillance items
that are not or will not be completed by the date of the license transfer, the licensee must
submit to the Division the reasons the items will not be completed, any corrective actions
required and the date these corrective actions will be completed (NRC Guidance Criteria
5.4).
As of the date of this Notice, to the best of the Applicants' knowledge, all required
surveillance for the Shootaring Mill has been performed, documented and reviewed by the
Applicants.
E. Decommissioning and Related Records Transfers. Applicants are required to
arrange for the transfer and maintenance of records important to the safe and effective
decommissioning of facilities involved in the licensed activities and to describe herein the
method and proposed timetable for the transfer of records. As part of the transfer
Applicants must disclose the current status of the licensed facility with regard to ambient
radiation levels and fixed and removable contamination as a result of the licensed activities
thus far conducted at the facility. To the extent contamination is present at the licensed
facility, Applicants must describe how and when decontamination will occur or state that
decommissioning has yet to be determined. After a disclosure of the status of the facility, the
transferee must confirm in writing that it accepts full responsibility for the decommissioning
of the site, including all contaminated facilities and equipment (NRC Guidance Criteria 5.5).
1. Records Transfer. The Applicants do not anticipate any transfer of records in
connection with the Transaction.
3
4888-6044-8236\l
2. Contamination Status of Shootaring Mill. As required by Radioactive Material
License UT 0900480 -Condition 12.2 and Utah Administrative Code R313-24-3, which
incorporates by reference 10 CFR § 40.65, Anfield has submitted periodic reports to the Division
describing the current ambient radiation levels and fixed and removable contamination at the
Shootaring Mill. The current contamination status of the Shootaring Mill can be found in
Reclamation and Decommissioning Plan, the Semi-Annual Groundwater Monitoring Report
submitted August 22, 2024 and the Semi-Annual Effluent Monitoring Report for the First Half of
2024, submitted to the Division on August 22, 2024.
3. Decommissioning Commitment. The Applicants are aware of the current status
of the Shootaring Mill with regard to ambient radiation levels and fixed and removable
contamination as described above and in the referenced documents. Anfield and IsoEnergy are
committed to the responsible decommissioning of the Shootaring Mill and all associated facilities
and equipment.
F. Transferee's Commitment to Abide by the Transferor's Commitments. The
transferee in a change of control application must either provide (i) an agreement to abide
by all constraints, license conditions, requirements, representations, and commitments
identified in and attributed to the existing license; or (ii) a description of the transferee's
program to ensure compliance with the license and regulations. In addition, if any
unresolved enforcement or inspections issues exist under the license the transferee must
address the action to be taken to resolve such issues (NRC Guidance Criteria 5.6).
Anfield and IsoEnergy are committed to abide by all of the constraints, conditions,
requirements, representations and commitments of the Mill Permits.
III. SURETY ARRANGEMENT
Anfield's existing surety arrangement with the Division will remain in place after
consummation of the Transaction.
For the convenience of the Applicants this Notice may be executed in counterparts, which
together with this Notice shall constitute one and the same instrument.
[Remainder of Page Intentional Left Blank]
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4888-6044-8236\1
EXECUTED this 8th day of October, 2024.
Anfield Resources Holding Corp.
Joshua Bleak, President
Anfield Resources Holding Corp.
10808 S. River Front Pkwy. Ste. 321
South Jordan, Utah 84095
Attention: Joshua Bleak
E-mail: josh.bleak@gmail.com
IsoEnergy Ltd ..
Philip Williams, Chief Executive Officer
IsoEnergy Ltd.
217 Queen Street West, Suite 401
Toronto, Ontario MSV 0R2
Attention: Philip Williams
E-mail: pwilliams@isoenergy.ca
Signature Page to Notice of Change of Control
Index of Exhibits
Exhibit 1 -Radioactive Material License UT 0900480, Amendment No. 9, dated August 26,
2022
Exhibit 2-Ground Water Quality Discharge Permit UGW170003, dated May 14, 2019
Exhibit 3 -Anfield Energy Inc.' s and lsoEnergy Ltd.' s Joint Press Release
Exhibit 4 -IsoEnergy Ltd. Audited Consolidated Financial Statements for the Years Ended
December 31, 2023 and 2022
Index of Exhibits
4888-6044-8236\1
EXHIBIT 1
DRC-2022-019749
DWMRC-03
July 2015
UTAH DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF WASTE MANAGEMENT AND RADIATION CONTROL
RADIOACTIVE MATERIAL LICENSE
Pursuant to Utah Code Annotated, Title 19, Chapter 3 and the Radiation Control Rules, Utah Administrative Code
R313, and in reliance on statements and representations heretofore made by the licensee designated below, a license
is hereby issued authorizing such licensee to transfer, receive, possess and use the radioactive material designated
below; and to use such radioactive material for the purpose(s) and at the place(s) designated below. This licensee is
subject to all applicable rules, and orders now or hereafter in effect and to any conditions specified below.
********************************************************************************************
LICENSEE ) 3.
)
License Number
UT 0900480
1. Name: Anfield Resources Holdings, Corp. )************************************
) 4.
)
Expiration Date
2. Address:
10808 South River Front Parkway,
Suite 321
South Jordan, UT 84095
April 30, 2014,
(Under Timely Renewal)
)************************************
) 5.
)
)
License Category – 2-b
********************************************************************************************
6. Radioactive material (element
and mass number)
7. Chemical and/or physical
form
8. Maximum quantity licensee
may possess at any one time
Natural Uranium
11(e).2 By-product Material
Any Unlimited
********************************************************************************************
SECTION 9: ADMINISTRATIVE CONDITIONS
9.1 The authorized place of use shall be the licensee’s Shootaring Canyon uranium milling facility, located at
latitude 37º 42’ 30”, longitude 110º 41’ 30 West in Garfield County, Utah.
9.2 All written notices and reports to the Director required under this license, with the exception of incident and
event notifications under the Utah Administrative Codes (UAC) R313-15-1202 and UAC R313-19-50
(Nuclear Regulatory Commission (NRC), Code of Federal Regulations (CFR), Title 10, Part 20,
Section 20.2202 and 10 CFR 40.6 incorporated by reference), requiring telephone notification, shall be
addressed to the Director, Division of Waste Management and Radiation Control, Utah Department of
Environmental Quality (DEQ). Incident and event notifications that require telephone notification shall be
made to the Director at (801) 536-0200 during normal business hours or after hours to the DEQ Duty Officer
at (801) 536-4123.
[Applicable NRC Amendment: 7, 8]
,~o\J Sl"~"
• . I T, "
DWMRC-03
July 2015
Page 2 of 9
UTAH DIVISION OF WASTE MANAGEMENT AND RADIATION CONTROL
RADIOACTIVE MATERIALS LICENSE
SUPPLEMENTARY SHEET
License # UT 0900480
Amendment # 09
DRC-2022-019749
9.3 The licensee shall conduct operations in accordance with statements, representations and conditions
contained in Sections 1-9 of the license renewal application dated March 1, 1996, as revised by submittals to
the NRC dated September 16, and November 15, 1996, and April 17, 1997, except where amendments have
superseded license conditions herein.
Whenever the word "will" is used in the above referenced sections, it shall denote a requirement.
[Applicable NRC Amendment: 1]
9.4 A. The licensee may, without prior Director approval, and subject to the conditions specified in Part B
of this condition:
(1) Make changes in the facility or process, as presented in the approved license application.
(2) Make changes in the procedures presented in the approved license application.
(3) Conduct tests or experiments not presented in the approved license application.
B. The licensee shall file an application for an amendment to the license, unless the following conditions
are satisfied.
(1) The change, test, or experiment does not conflict with any requirement specifically stated in
this license, or impair the licensee’s ability to meet all applicable State and Federal
regulations.
(2) There is no degradation in the essential safety or environmental commitments in the license
application, or provided by the approved reclamation plan.
(3) The change, test, or experiment is consistent with the conclusions of actions analyzed and
selected in the Environmental Assessment (EA) dated April 1997.
C. The licensee’s determinations concerning Part B of this condition shall be made by a Safety and
Environmental Review Panel (SERP). The SERP shall consist of a minimum of three individuals.
One member of the SERP shall have expertise in management and shall be responsible for managerial
and financial approval changes; one member shall have expertise in operations and/or construction
and shall have responsibility for implementing any operational changes; and, one member shall be
the corporate radiation safety officer (CRSO) or equivalent, with the responsibility of assuring
changes conform to radiation safety and environmental requirements. Additional members may be
included in the SERP as appropriate, to address technical aspects such as health physics, groundwater
hydrology, surface-water hydrology, specific earth sciences, and other technical disciplines.
DWMRC-03
July 2015
Page 3 of 9
UTAH DIVISION OF WASTE MANAGEMENT AND RADIATION CONTROL
RADIOACTIVE MATERIALS LICENSE
SUPPLEMENTARY SHEET
License # UT 0900480
Amendment # 09
DRC-2022-019749
Temporary members or permanent members, other than the three above-specified individuals, may
be consultants. At least one member of the SERP shall be designated as Chairman.
D. The licensee shall maintain records of any changes made pursuant to this condition until license
termination. These records shall include written safety and environmental evaluations, made by the
SERP, that provide the basis for determining changes are in compliance with the requirements
referred to in Part B of this condition. The licensee shall furnish, in an annual report to the Director,
a description of such changes, tests, or experiments, including a summary of the safety and
environmental evaluation of each. In addition, the licensee shall annually submit to the Director, a
summary of changes made to the approved license application and copies of the revised documents
that reflect the changes made under this condition. The licensee’s SERP shall function in accordance
with the standard operating procedures submitted to the NRC by letter dated December 19, 1997.
[Applicable NRC Amendment: 1]
9.5 The licensee shall have 30 days from the signatory date of this license to submit an updated revised surety
estimate in accordance with the latest approved reclamation and decommissioning plan for Director approval
consistent with UAC R313-24-4 (10 CFR 40, Appendix A, Criterion 9 and 10, as incorporated by reference).
The Licensee shall maintain a financial surety arrangement that satisfies the requirements of UAC R313-24
naming the Director as the beneficiary to this arrangement. The surety arrangement shall assure that
sufficient funds will be available to carry out the decontamination and decommissioning of the mill and site
and for the reclamation of any tailings or waste disposal areas, ground water restoration as warranted and the
long-term surveillance fee, if accomplished by a third party.
Within 30 days of receipt of the Director-approved revised surety estimate, the licensee shall submit, for
Director approval, corresponding financial surety documents if the amount in the revised surety estimate
exceeds the amount covered in the existing financial surety. The revised surety shall then be in effect
immediately upon receipt of written Director approval. Annual Updates to the surety amount, required by
UAC R313-24 (10 CFR 40, Appendix A, Criteria 9 and 10, incorporated by reference) shall be submitted to
the Director on or before April 23, of each year. If the Director has not approved a proposed revision to the
surety coverage 30 days prior to the expiration date of the existing surety arrangement, the licensee shall
extend the existing surety arrangement for 1 year. Along with each proposed revision or annual update, the
licensee shall submit supporting documentation showing a breakdown of the costs and the basis for the cost
estimates with adjustments for inflation, maintenance of a minimum 15 percent contingency fee, changes in
engineering plans, activities performed, and any other conditions affecting estimated costs for site closure.
The basis for the cost estimate is the Director-approved reclamation/decommissioning plan or Director
approved revisions to the plan. The previously provided guidance entitled "Recommended Outline for Site
Specific Reclamation and Stabilization Cost Estimates" outlines the minimum considerations used by the
NRC in the review of site closure estimates. Reclamation/decommissioning plans and annual updates should
follow this outline. The currently approved financial surety arrangement, a Surety Trust Agreement between
DWMRC-03
July 2015
Page 4 of 9
UTAH DIVISION OF WASTE MANAGEMENT AND RADIATION CONTROL
RADIOACTIVE MATERIALS LICENSE
SUPPLEMENTARY SHEET
License # UT 0900480
Amendment # 09
DRC-2022-019749
Uranium One Americas, Inc. and Wells Fargo Bank, National Association, shall be continuously maintained
in an amount no less than $8,110,771 for the purpose of complying with UAC R313-24 (10 CFR 40,
Appendix A, Criteria 9 and 10, as incorporated by reference) until a replacement is authorized by the Director.
[Applicable UDRC Amendments: 2, 3, 4, 5.]
[Applicable NRC Amendments: 2, 5, 6, 8, 9, 11] The amount of funds to be ensured by such surety
arrangements must be based on Director-approved cost estimates in an Director-approved plan for
decontamination and decommissioning of mill buildings and the milling site to levels which allow
unrestricted use of these areas upon decommissioning, and the reclamation of tailings and/or waste areas in
accordance with technical criteria delineated in UAC R313-24. The licensee shall submit this plan in
conjunction with an environmental report that addresses the expected environmental impacts of the milling
operation, decommissioning and tailings reclamation, and evaluates alternatives for mitigating these impacts.
The surety must also cover the payment of the charge for long-term surveillance and control required by
R313-24-4. In establishing specific surety arrangements, the licensee's cost estimates must take into account
total costs that would be incurred if an independent contractor were hired to perform the decommissioning
and reclamation work. The licensee’s surety mechanism will be reviewed annually by the Director to assure
that sufficient funds are available for completion of the reclamation plan. The amount of surety liability shall
be adjusted to recognize any increases or decreases resulting from inflation, changes in engineering plans,
activities performed, and any other conditions affecting costs. Regardless of whether reclamation is phased
through the life of the operation or takes place at the end of operations, an appropriate portion of surety
liability must be retained until final compliance with the reclamation plan is determined by the Director.
9.6 Written procedures shall be established for site reclamation, personnel and environmental monitoring, and
survey instrument calibrations. These procedures shall be reviewed and approved in writing by the CRSO
before implementation and whenever a change in procedure is proposed to ensure that proper radiation
protection principles are being applied. In addition, the CRSO shall perform a documented review of all
existing site procedures at least annually. An up-to-date copy of each written procedure shall be kept by the
CRSO.
[Applicable NRC Amendment: 10]
9.7 The licensee shall have an archeological survey performed prior to disturbing any previously unsurveyed
areas. The licensee shall immediately notify the Director and the Office of State Historic Preservation if
artifacts are discovered during disturbance.
DWMRC-03
July 2015
Page 5 of 9
UTAH DIVISION OF WASTE MANAGEMENT AND RADIATION CONTROL
RADIOACTIVE MATERIALS LICENSE
SUPPLEMENTARY SHEET
License # UT 0900480
Amendment # 09
DRC-2022-019749
9.8 The licensee is hereby authorized to possess 11e.(2) byproduct material as defined in 10 CFR 20.103 and
adopted by the UAC R313-12-3, in the form of uranium waste tailings and other uranium byproduct waste
generated by the licensee’s milling operations authorized by this license within the State of Utah where the
Division maintains jurisdiction for regulating the byproduct material. Mill tailings shall not be transferred
from the site without specific prior approval of the Director in the form of a license amendment. The licensee
shall maintain a permanent record of all transfers made under the provisions of this condition.
9.9 The licensee is hereby exempted from the requirements of Section 20.1902(e) of 10 CFR Part 20 incorporated
by reference UAC R313-15-902(5) for areas within the mill, provided that all entrances to the mill are
conspicuously posted in accordance with Section 20.1902(e) [UAC R313-15-902(5)] and with the words,
"Any Area Within this Mill May Contain Radioactive Material."
9.10 The licensee shall have a training program for all site employees as described in the NRC Regulatory Guide
8.31 “Information Relevant To Ensuring That Occupational Radiation Exposures At Uranium Recovery
Facilities Will Be As Low As Is Reasonably Achievable”, and Section 5.3 of the approved license application.
The CRSO, or the licensee’s designee, shall have the education, training and experience as specified in NRC
Regulatory Guide 8.31. The CRSO shall also receive 40 hours of related health and safety refresher training
every two years. Individuals designated as the Radiation Technician (RT) shall report directly to the CRSO
on matters dealing with radiological safety. In addition, the CRSO shall be accessible to the RT at all times.
The RT shall have the qualifications specified in NRC Regulatory Guide 8.31, or equivalent. Any person
newly hired as an RT shall have all work reviewed and approved by the CRSO as part of a comprehensive
training program until appropriate course training is completed, and at least for six months from the date of
appointment.
[Applicable NRC Amendments: 1,10]
9.11 Prior to termination of this license, the licensee shall provide for transfer of title to byproduct material and
land, including any interests therein (other than land owned by the United States or the State of Utah), which
is used for the disposal of such byproduct material or is essential to ensure the long-term stability of such
disposal site to the United States or the State of Utah, at the State’s option.
[Applicable NRC Amendment: 10]
9.12 The licensee shall submit an application for license renewal by June 30, 2016. The following activities will
occur as part of the renewal application process:
A. A meeting shall be held between the licensee and the division to determine the information to be
covered in the renewal application.
B A public comment period with a public comment meeting will be conducted to allow the public to
DWMRC-03
July 2015
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UTAH DIVISION OF WASTE MANAGEMENT AND RADIATION CONTROL
RADIOACTIVE MATERIALS LICENSE
SUPPLEMENTARY SHEET
License # UT 0900480
Amendment # 09
DRC-2022-019749
comment on the information to be covered in the renewal application.
C. Comments from the public comment period shall be addressed by the licensee as part of the license
renewal application.
[Applicable DWMRC Amendments: 7]
********************************************************************************************
SECTION 10: OPERATIONAL CONTROLS, LIMITS, AND RESTRICTIONS
10.1 Prior to changing the status of the Mill from a standby status (current status) to an operational status, all
construction activities shall not commence until an evaluation is conducted as per R313-22-33(1)(f). This
evaluation shall also include an engineering, an environmental monitoring (including groundwater), and a
radiation safety evaluation. Therefore, in order to bring the Mill back into operation, facilities at the Mill
will have to meet the Best Available Technology requirements found under UAC R317-6.
[Applicable DWMRC Amendment: 7]
10.2 DELETED by NRC Amendment No. 10.
10.3 DELETED by NRC Amendment No. 10.
10.4 DELETED by NRC Amendment No. 10.
10.5 DELETED by NRC Amendment No. 10.
10.6 DELETED by NRC Amendment No. 10.
10.7 DELETED by NRC Amendment No. 10.
10.8 DELETED by NRC Amendment No. 10.
10.9 All radiation monitoring, sampling, and detection equipment shall be recalibrated after each repair and as
recommended by the manufacturer, or at least annually, whichever is more frequent. In addition, all radiation
survey instruments shall be operationally checked with a radiation source each day when in use.
[Applicable NRC Amendment: 1]
10.10 The licensee shall reclaim the tailings disposal area in accordance with the Tailings Reclamation and
Decommissioning Plan for the Shootaring Canyon Uranium Project submitted by letter to the NRC dated
DWMRC-03
July 2015
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UTAH DIVISION OF WASTE MANAGEMENT AND RADIATION CONTROL
RADIOACTIVE MATERIALS LICENSE
SUPPLEMENTARY SHEET
License # UT 0900480
Amendment # 09
DRC-2022-019749
October 24, 2002, as amended by NRC submittals dated February 24, April 24, July 30, September 5,
November 26, 2003, January 3, 2005, and January 10, 2005.
[Applicable UDRC Amendment: 1]
A. DELETED by NRC Amendment No. 12.
B. DELETED by NRC Amendment No. 10.
C. DELETED by NRC Amendment No. 10.
[Applicable NRC Amendment: 12]
********************************************************************************************
SECTION 11: MONITORING, RECORDING, AND BOOKKEEPING REQUIREMENTS
11.1 The results of sampling, analyses, surveys and monitoring, the results of calibration of equipment, reports on
audits and inspections, all meetings and training courses required by this license and any subsequent reviews,
investigations, and corrective actions, shall be documented. Unless otherwise specified by the Director, the
licensee shall retain the records for five (5) years after the record is made.
11.2 The licensee shall conduct the environmental monitoring program described in Table 5.5-8 of the license
renewal application and UAC R313-24-3.
Each license renewal, major license amendment, or before engaging in any activity not previously assessed
by the Director or specified in the license application or this License, the licensee shall prepare and record
an Environmental Analysis environmental evaluation of such activity(s). When the evaluation indicates that
such activity may result in a significant adverse environmental impact that was not assessed or that is greater
than that assessed, the licensee shall provide a written evaluation describing the proposed action, a statement
of its purposes, and the environment affected. The environmental report shall present a discussion of the
following: (a) An assessment of the radiological and nonradiological impacts to the public health from the
activities to be conducted pursuant to the license or amendment; (b) An assessment of any impact on
waterways and groundwater resulting from the activities conducted pursuant to the license or amendment;
(c) Consideration of alternatives, including alternative sites and engineering methods, to the activities to be
conducted pursuant to the license or amendment; and (d) Consideration of the long-term impacts including
decommissioning, decontamination, and reclamation impacts, associated with activities to be conducted.
Commencement of such activities prior to issuance of the license or amendment shall be grounds for denial
of the license or amendment. The Director shall provide a written analysis of the environmental report,
which shall be available for public notice and comment pursuant to R313-17-2.
DWMRC-03
July 2015
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UTAH DIVISION OF WASTE MANAGEMENT AND RADIATION CONTROL
RADIOACTIVE MATERIALS LICENSE
SUPPLEMENTARY SHEET
License # UT 0900480
Amendment # 09
DRC-2022-019749
A. DELETED by NRC Amendment No. 10.
B. DELETED by NRC Amendment No. 10.
11.3 The licensee shall implement a groundwater detection-monitoring program to ensure compliance with
UAC R317-6, Ground Water Quality Protection and UAC R313-24 (10 CFR 40, Appendix A, as incorporated
by reference) as follows:
A. The licensee shall sample monitoring wells RM1, RM2R, RM7, RM12, RM14, RM18, and RM19 on
a semiannual basis, with samples taken at least 4 months apart. The samples shall be analyzed for
arsenic, chloride, selenium, U-nat, sulfate, barium, cadmium, chromium, copper, lead, mercury,
molybdenum, silver, zinc, ammonia, fluoride, nitrate, nitrite, conductivity, total dissolved solids, and
pH.
The licensee shall measure water level in monitoring wells RM1, RM2R, RM7, RM8, RM12, RM14,
RM18, RM19, RM20, RM21, and RM22 on a semiannual basis, with measurements taken at least 4
months apart.
B. The licensee shall compare the analysis results against the following threshold values:
Arsenic = 0.022 mg/l,
Chloride = 40 mg/l,
Selenium = 0.022 mg/l,
U-nat = 0.037 mg/l, and
pH = 6.8 standard units.
If the threshold values listed above or in UAC R313-24-4 are exceeded (for pH, an exceedance is a
pH less than 6.8) the licensee shall propose, within 60 days of a measured exceedance, an expanded
detection monitoring program to define the extent and concentration of hazardous constituents in the
uppermost aquifer.
C. The licensee shall submit the data and comparison results required under subsections A and B,
respectively, with the semiannual reports required under UAC R313-24-3 (10 CFR 40.65, as
incorporated by reference).
D. The licensee shall report at least annually in accordance with the reporting requirements specified in
subsection C and UAC R313-24-3, the rate and direction of groundwater flow under the tailings
impoundment.
[Applicable NRC Amendment: 10, 12]
DWMRC-03
July 2015
Page 9 of 9
UTAH DIVISION OF WASTE MANAGEMENT AND RADIATION CONTROL
RADIOACTIVE MATERIALS LICENSE
SUPPLEMENTARY SHEET
License # UT 0900480
Amendment # 09
DRC-2022-019749
11.4 DELETED by NRC Amendment No. 10.
11.5 DELETED by NRC Amendment No. 10.
11.6 DELETED by NRC Amendment No. 10.
11.7 The licensee shall perform an annual ALARA audit of the radiation safety program in accordance with R313-
15-101 and in the NRC Regulatory Guide 8.31, “Information Relevant to Ensuring that Occupational
Radiation Exposures at Uranium Recovery Facilities Will Be As Low As Is Reasonably Achievable”.
********************************************************************************************
SECTION 12: REPORTING REQUIREMENTS
12.1 DELETED by NRC Amendment No. 10.
12.2 The Licensee shall, within 60 days after January 1 and July 1 of each year, submit a report to the Director.
The report which must specify the quantity of each of the principal radionuclides released to unrestricted
areas in liquid and in gaseous effluents during the previous six months of operation, and such other
information as the Director may require to estimate maximum potential annual radiation doses to the public
resulting from effluent releases. The report shall specifically cover quantities of radioactive materials
released during the reporting period to ensure compliance with the licensee's requirements. On the basis of
such reports and any additional information the Director may obtain from the licensee or others, the Director
may from time to time require the licensee to take such action as the Director deems appropriate. The results
of all effluent and environmental monitoring data required by this license shall be reported in accordance
with requirements of 10 CFR 40.65 incorporated by reference in UAC R313-24-3 and UAC R313-17-2, to
the Executive Secretary. Monitoring data provided in accordance with the requirements of 10 CFR 40.65
shall be reported in the format shown in the NRC guidance entitled, “Sample Format for Reporting
Monitoring Data.”
UTAH DIVISION OF WASTE MANAGEMENT AND RADIATION CONTROL
August 26, 2022
Date Douglas J. Hansen, Director
EXHIBIT 2
Permit No. UGWl 70003
STATE OF UTAH
DIVISION OF WATER QUALITY
DEPARTMENT OF ENVIRONMENTAL QUALITY
P.O. BOX -16690
SALT LAKE CITY, UTAH 84116-0690
Ground Water Quality Discharge Permit
In compliance with the provisions of the Utah Water Pollution Control Act, Title 19, Chapter 5,
Utah Code Annotated 1953, as amended,
Anfield Resources Holding Corp.
10708 South 1300 East Suite 120
Sandy, Utah 84094
is granted a Ground Water Quality Discharge Permit for the Shootaring Canyon Uranium Facility
located at latitude 37° 42' 30" North, longitude 110° 41' 30" West in accordance with conditions set
forth herein.
This modified Ground Water Quality Discharge Permit amends and supercedes all other Ground
Water Discharge permits for this facility issued previously.
This Permit shall become effective May 14, 2019.
This Permit expired January 14, 2009. However, this Permit is in Timely Renewal.
Application for Permit Renewal was received June 3, 2013.
Signed this /L/t:!'day of H,\41 , 2019
Ty L o ard, irector
Divi 10n of Waste Management and Radiation Control
I.
A.
B.
C.
D.
E.
F.
G.
H.
Permit No. UGWI 70003
TABLE OF CONTENTS
SPECIFIC CONDmONS ..................................................................... 1
Ground Water Classification ..................................................................... 1
Background Ground Water Quality .................................................... .' ....... 1
1. Background Quality from Existing Monitoring Wells .................................. 1
2. Determination and Revision of Background Ground Water Quality ..................... !
Ground Water Compliance Limits ................................................................ 1
1. Compliance Limits for Compliance Monitoring Wells .................................. 1
2. Compliance Determination Method .................................................. .4
Discharge Minimintion Technology ............................................................. 4
1. Discharge MinimizatiQn Design Standards .......................................... 4
Compliance Monitoring Requirements ................................................... 6
1. Ground Water Monitoring Requirements ................................................... 6
2. Hydrogeologic Monitoring Requirements ......................................... 8
Non-Compliance Status .................................................................... 8
1. Probable Out-of-Compliance Based on Exceedance of Ground Water
Compliance Limits ..................................................................... 8
2. Out-of-Compliance Status Based on Confirmed Exceedance of Ground
Water Compliance Limits .................................................................... 9
Rca,orting Requirements .................................................................... 10
1. Ground Water Monitoring Report .................................. _. ............... 10
2. Hydrogeologic Report .................................................................... 11
Compliance Schedule ............................................................................. 11
1. Background Ground Water Monitoring Report ......................................... 11
Permit Nq. UGWl 70003
TABLE OF CONTENTS (continued)
II. MONITORING, RECORDING AND REPORTING REQUIREMENTS ............... 13
A. R~resentative Sampling. .. ................................................................... 13
B. Analytical Procedures. .. ................................................................... 13
C. Penalties for Tampering. . .................................................................... 13
D. Reporting of Monitoring Results • ............................................................ 13
E. Compliance Schedules ..................................................................... 13
F. Additional Monitoring by the Permittee ................................................... 13
G. Records Contents .............................................................................. 13
H. Retention of Records .............................................................................. 13
I. Twenty-four Hour Notice of Noncompliance Reporting ................................. 14
J. Other Noncompliance Reporting ............................................................ 14
K. Inspection and Entzy .............................................................................. 14
ill. COMPLIANCE RESPONSIBILITIES ................................................... 16
A. Duty to Comply .............................................................................. 16
B. Penalties for Violations of Permit Conditions .......................................... 16
C. Need to Halt or Reduce Activity not a Defense .......................................... 16
D. -Duty to Mitigate .............................................................................. 16
E. Proper Operation and Maintenance ............................................................ 16
F. Affirmative Defense .............................................................................. 16
IV. GENERAL REQUIREMENTS ............................................................ 18
A. Planned Changes .............................................................................. 18
B. Anticipated Noncompliance ..................................................................... 18
C. -Spill Re.porting .............................................................................. 18
D. =Permit Actions .............................................................................. 18
E. Duty to Reapply .............................................................................. 18
F. Duty to Provide Information ..................................................................... 18
G. Other Information .............................................................................. 18
H. Signatory Reguirements ..................................................................... 18
I. Penalties for Falsification of Reports ............................................................ 19
J. Availability of Re.ports ..................................................................... 20
K. PropeftY Rights .............................................................................. 20
L. Severability ....................................................................................... 20
M. Transfers ....................................................................................... 20
N. State Laws ....................................................................................... 20
0. Reopener Provisions .............................................................................. 20
ii
Permit No. UGWI 70003
TABLE OF CONTENTS (continued)
LIST OF TABLES
TABLE 1: Site-Wide Groundwater Compliance Monitoring Well Background Levels and
Compliance Limits During Reclamation and the Accelerated Background
Monitoring Program ..................................................................... 2
TABLE 2: Post-Reclamation Groundwater Compliance Parameters, Wells, and Limits ... 3
iii
Part I
Permit No. UGWI 70003
I. SPECIFIC CONDITIONS
A. Ground Water Classification
In accordance with UAC R3 l 7-6-3, ground water at the existing monitoring wells is
classified as Class IA, Pristine Ground Water, based upon the ground water standards as
defined in UAC R317-6-2.
B. Background Ground Water Quality
l. Background Quality from Existing Monitoring Wells. Based on ground water quality
samples collected through October 2002, background quality for Class IA water is
defined as the mean concentration of any contaminant in any individual well as
determined by the Director.
2. Determination and Revision of Background Ground Water Quality. After submittal
of additional ground water quality data, background ground water quality values may
be revised by the Director.
C. Ground Water Compliance Limits
As stipulated in UAC R3 l 7-6-4, Class IA ground water will be protected to the
maximum extent feasible from degradation by facilities that discharge or would probably
discharge to ground water such as the tailings cell at the Shootaring Canyon Uranium
Mill. During reclamation activities, the site-wide ground water compliance limits in
Table l will apply to all compliance monitoring wells. After reclamation activities have
been completed, well-specific compliance limits will be established for the wells and
parameters in Table 2, which will replace and supersede Table 1.
1. Ground Water Compliance Limits (GWCLs) for Compliance Monitoring Wells.
Ground water quality at compliance monitoring wells shall not exceed the GWCLs
provided in Table l during reclamation and Table 2 after reclamation. The GWCLs
in Table 2 apply to Class IA ground water and are defined as follows:
a Total dissolved solids or any specific contaminant present in a detectable amount
as a background concentration may not exceed the greater of I. I times the
background (mean) concentration, or the mean concentration plus the second
standard deviation, or 0.1 times the value of the ground water quality standard as
specified in Table 1;
b. A contaminant not present in a detectable amount as a background concentration
may not exceed the greater of0.l times the value of the ground water quality
standard, or the limit of detection.
Part I
Permit No. UGWI 70003
Table 1
Site-Wide Groundwater Compliance Monitoring Well Background Levels and
Compliance Limits During Reclamation and the Accelerated Background
Monitoring Program
Water Quality Data Site-Wide
Ground Water Background
Level (mg/I)
GroudWater
Parameten Quality Standard
(mg/I) Standard
Mean Deviation
Arsenic 0.05 0.005 0.015
Barium 2.0 0.28 0.28
Cadmium 0.005 0.001 0.002
Chromium 0.1 0.006 0.010
Copper 1.3 0.006 0.005
Lead 0.015 0.002 0.004
Mercury 0.002 0.0013 0.0048
Molybdenum 0.040 (CJ 0.03 0.04
Selenium 0.05 0.003 0.005
Silver 0.1 0.001 0.002
Zinc 5.0 0.04 0.07
AmmoniaasN 30.0 ID ID
Chloride 250(d) 7.4 4.0
Fluoride 4.0 0.24 0.15
Nitrate+Nitrite (as N) 10.0 ID ID
Sulfate 500(e) 22.3 30.3
TDS 500 237 128
pH(units) 6.5-8.5 8.03 0.60
Radionuclides
Radiwn-226 D 5.0 pCi/1 1.01 4.10
UraniumD 0.030 m211\IJ 2.81 3.90
(a) Protection Level based on 1.1 times the mean background concentration.
(b) Protection Level based on 0.1 times the Ground Water Quality Standard.
Ground Water
Compliance Limit
(mg/I)
0.006l•J
0.3 ll•J
0.0014l•J
0.0l0lDJ
0.130lDJ
o.003l•J
0.0014(aJ
0.04l•J
0.005lDJ
0.0l0(bJ
o.5oc0,
3.0(DJ
25.0(b)
0.40(D)
1.0lDJ
50.0lD)
26}l•J
6.5-8.5
NA
NA
(c) Ad hoc GWQS for ammonia (as N) and molybdenum based on EPA drinking water lifetime health advisories.
(d) Final EPA Secondary Drinking Water maximum contaminant level (MCL).
(e) Proposed EPA Drinking Water maximum contaminant level (MCL).
(f) Ad hoc GWQS for uranium based on final EPA drinking water maximum concentration limit (MCL).
ID Insufficient data
NA Not applicable
2
Part I
Permit No. UGWl 70003
Table 2. Post-Reclamation Groundwater Compliance Parameten, Wells--'-and Limits
Ground Water COMPLIANCE MONITORING WELLS
Compliance Ground Water RM2R 1 RM7 «Ml4 RM18 RM19
Parameters Quality Standard GWCL GWCL GWCL . GWCL GWCL
Nutrients (mf!ll)
Ammonia (as N) 25 llJ TBDlllJ TBD lllJ mow mDl"J mo lllJ
Nitrate + Nitrite (as N) 10 mD'"' TBD'"> mo \OJ mow mD'11>
Heavy Metals (mf!/1)
Arsenic 0.050 TBDlllJ TBDlllJ mDl"J mo \U/ molllJ
Barium 2.0 mow mDl"J mo \OJ TBD \OJ mD'11J
Cadmium 0.005 TBDl"J mDl"J molllJ mo \OJ mo lllJ
Chromium 0.100 mD'"' mD'11J mo\0 J TBD\0J TBD'"'
Copper 1.3 TBDlll) TBD(II) TBD \OJ TBD'"J TBD'"J
Lead 0.015 TBDl"J TBDl"J TBD \OJ mD\"J TBDlllJ
Mercury 0.002 TBD \DJ TBD'"J TBD \OJ TBDl"J ~ TBDl"J
Molybdenum 0.040 llJ TBDl"J TBD (II) TBD \OJ TBD(II) TBD(II)
Selenium 0.050 TBD'"J TBD \BJ TBD \OJ TBD\OJ mD'11
'
Silver 0.100 molllJ TBD(II) TBD \UJ mo\UJ TBD '"J
Uranium 0.030 \.tJ TBD'BJ TBD \BJ TBD \OJ mo \OJ TBD'"'
Zinc 5.0 TBDlllJ TBD (II) TBDlDJ TBD(II) TBD\DJ
Others
Gross Alpha (pCi/1) 15.0 TBD'"J TBDlDJ TBD \OJ TBDlllJ TBDl"J
Field pH (S.U.} 6.5-8.5 TBDlll) TBDlll) TBD \UJ TBD \UJ TBD\DJ
Chloride (mJ?ll) 250 \'t) TBD'"' TBD'"' TBD \OJ TBD (II) TBD(II)
Fluoride (mg/I} 4.0 TBD(IIJ TBD (II) TBD \OJ TBD \OJ TBDlllJ
Sulfate (mg/I) 250 l'tJ TBDl"J TBD lll) TBD(II) TBD \DJ TBD(II)
TDS (mJ?ll) 500 TBDl"J TBD \DJ TBDl"J TBD \OJ TBDlllJ
I. Utah Ground Water Quality Standards (OWQS) as defined in UAC RJ l 7-6, Table 2. Ad hoc GWQS also provided herein, as noted, and as allowed by UAC RJl 7-6-2.2.
2. Ad hoc OWQS for ammonia (as N) and molybdenum based on EPA drinking water lifetime health advisories.
3. Ad hoc GWQS for uranium based on final EPA drinking water maximum concentration limit (MCL).
4. Ad hoc GWQS for chloride and sulfate based on EPA secondary drinking water regulations.
S. Ground water compliance limit (GWCL) based on 0.1 times the OWQS.
6. GWCL based on the limit of detection.
7. OWCL based on the mean concentration plus two standard deviations (X+2a).
8. TBD = to be determined lfhen sufficient background monitoring data are available.
3
•
Part I
Permit No. UGWl 70003
2. Compliance Determination Method. Compliance with ground water compliance
limits shall be accomplished using compliance monitoring wells. If future monitoring
data indicate an exceedance of compliance limits, the compliance status will be
determined in accordance with Part 11.F, below, and if necessary, reference to the
methods described in the EPA Interim Final Guidance Document titled Statistical
Analysis of Ground Water Monitoring Data at RCRA Facilities (February 1989).
Subsequent updates of this document shall be utilized after the Director's approval.
D. Discharge Minimization Technology
1. Discharge Minimiz.ation Design Standards. The design of the tailings cell shall
incorporate discharge minimi:zation technology through the use of earthen materials _
in both the bottom liner and cover system. The tailings cell shall be constructed in
accordance with the approved Tailings Reclamation and Decommissioning Plan for
the Shootaring Canyon Uranium Project (SUA-1371 Docket No. 40-8698).
The tailings cell design shall include, but is not limited to, the following
elements:
a) Cover System. The cover system shall be constructed of the following
materials, as described from the top down:
1) Erosion Barrier. The erosion barrier shall consist of a rock mulch layer
with a riprap rock apron at the downstream edge of rock mulch areas.
i) Rock Mulch Layer. The rock mulch layer shall be at least 8 inches
thick with a minimum Dso of 2 inches.
ii) Intermediate RipRap. A 12-inch thick rock layer with a. minimum
Dso of 6 inches shall be placed at the downstream edge of rock
mulch areas and in the upstream section of the primary channel
inside the tailings cell as indicated by Figures 6-2 and 6-6 of the
approved Reclamation Plan.
Slopes will vary from 2% and 20% as indicated in Figures 6-2 and 6-6
of the approved Reclamation Plan.
2) Freeze-Thaw Barrier. The Freeze-Thaw Barrier (rocky soil layer) shall
consist of a 24-inch layer of sand, silt and rock.
3) Radon Barrier. The Radon Barrier shall consist of an 18-inch
compacted clay layer with a maximum permeability of I .OE-7 cm/sec.
4) Interim Waste Cover. The Interim Waste Cover shall consist of a 12-
inch layer of sand, clay, or mixed clay with a. minimum moisture
content of 10 percent for sandy material and 15 percent for material
with greater than 20 percent fines passing #200 sieve.
4
Part I
Permit No. UGWI 70003
5) Waste. The Waste Layer shall consist of an approximate thickness of
18 feet of existing tailings material overlain by an approximate
thickness of 12 feet of ore material.
6) Bottom Clay Liner. The Bottom Clay Liner shall consist of24 inches
of compacted clay with a maximum field hydraulic conductivity of
1.0E-7 cm/sec.
b) Conveyance Channel Bedding. Channel beds of drainage conveyances
shall be constructed of the following materials:
1) Upstream Section of Primary Channel consisting of the following riprap
layer and underlying filter layer:
i. A 12-inch thick riprap rock layer with a minimum Dso of six inches
ii. An 8-inch thick layer of quarry area material that is unsorted with
the exception of the removal of the +9-inch fraction.
2) Primary Channel consisting of the following two-layer, 40-inch riprap
configuration and underlying two-layer, 16-inch filter system:
1. Upper RipRap layer with a minimum thickness of 30 inches and a
minimum Dso of 20 inches.
n. Lower RipRap layer with a minimum thickness of IO inches and a
minimum Dso of six inches.
iii. Upper Filter Layer with an 8-inch rock mulch layer with a
minimum Dso of two inches.
1v. Lower Filter Layer with an 8-inch thick layer of quarry area
material that is unsorted with the exception of the rem,oval of the
+9-inch fraction.
3) Porous Rock Ledge structure constructed in the transition zone between
the upstream section of the primary channel and the primary channel.
This structure shall be constructed of the following materials as shown
in Figure 6-8 of the approved PRL Reclamation Plan:
1. Upper RipRap layer four feet thick with a minimum Dso of 24
inches.
ii. Middle RipRap layer 12 inches thick with a minimum Dso of six
inches.
iii. Lower RipRap Layer 12 inches thick with a minimum Dso of six
inches.
5
Part I
Permit No. UGWI 70003
iv. Filter.Layer eight inches thick of quarry area material that is
unsorted with the exception of the removal of the +9-inch fraction.
4) Channel Toe Protection at least four feet thick with a minimum Dso of
24 inches and extending a distance of 30 feet from the terminus of the
primary channel as indicated in Figure 6-7 of the approved PRL
Reclamation Plan.
E. Compliance Monitoring Requirements
1. Ground Water Monitoring Requirements.
a) Ground-Water Monitoring Quality Assurance Plan. All water quality
monitoring to be conducted under this permit shall be conducted in accordance
with the general requirements hereunder, and the specific requirements of the
Shootaring Canyon Uranium Mill Ground-Water Monitoring Quality
Assurance Plan most recently approved by the Director.
b) Compliance Monitoring Points. For the purposes of this permit, the pennittee
shall monitor the following wells identified below.
i. Water Level Measurements: wells RMI, RM2R, RM7, RMS, RM12,
RM14, RM18, RMI 9 and RM20.
11. Water Quality Samples: wells RMI, RM2R, RM7, RM12, RM14, RM18,
andRM19.
c) Protection of Monitoring Well Network. All compliance monitoring wells
shall be protected from damage due to surface vehicular traffic or
contamination due to surface spills. The wells shall be maintained in full
operational condition for the life of this Permit. Any well that becomes
damaged beyond repair or is rendered unusable for any reason shall be
replaced by the permittee within 90 days or as directed by the Director.
d) Ground Water Monitoring\Frequency Requirements.
1. Ground Water Level Measurements. Ground water levels shall be
measured quarterly during the accelerated background monitoring program
for all existing monitoring wells specified in Part I.E.l.b.i. After the
accelerated background monitoring program has been completed and
approved by the Director, ground water levels shall be measured semi-
annually in conjunction with the compliance monitoring program.
Measurements made in conjunction with quarterly or semi-annual ground
water sampling shall be made prior to any collection of ground water
samples. These measurements shall be made from a permanent single
reference point clearly demarcated on the top of the well or surface casing.
Measurements shall be made to the nearest 0.01 feet.
6
Part I
Permit No. UGWI 70003
Ground water level measurements for all nested well pairs such as
RM8/RM29 shall be used to define the vertical hydraulic gradient.
ii. Ground Water Quality Sampling. The permittee shall conduct ground
water quality sampling for all compliance monitoring wells in accordance
with the most recent Ground-Water Monitoring Quality Assurance Plan
that has been approved by the Director.
A) Background Monitoring Program. The permittee shall implement an
accelerated quarterly background ground water monitoring program
for all monitoring wells and parameters to determine ground water
compliance limits for these wells during the post closure compliance
monitoring program.
B) Compliance Monitoring Program. After completion of accelerated
quarterly background monitoring program and subsequent approval by
the Director, the permittee shall begin compliance ground water
quality sampling.
e) Ground Water Analysis Requirements.
1. Analysis by Certified Laboratories. Analysis of any ground water sample
shall be performed by laporatories certified by the Utah State Health
Laboratory.
11. Ground Water Analytical Methods. Methods used to analyze ground water
samples shall comply with the following:
A) Method references cited in UAC R3 l 7-6-6.3.L; and
B) Detection limits which are less than or equal to the ground water
compliance limits shown in Table 1 of this permit.
iii. Analysis Parameters. The following shall be collected:
A) Field Parameters: pH, temperature, and specific conductance;
B) Laboratory Parameters:
1) Background Monitoring Program. During the accelerated
quarterly background monitoring program, grab samples shall be
collected from each compliance monitoring well and analyzed for
all of the water quality parameters listed in Table 2 of this permit.
In addition, samples shall be analyzed for the following six major
ions: bicarbonate, carbonate, calcium, magnesium, potassium, and
sodium.
7
Part I
Permit No. UGWl 70003
2) Compliance Monitoring Program. During the post-reclamation
semi-annual compliance monitoring program, grab samples shall
be collected from each compliance monitoring well and analyzed
for the following parameters:
• Ammonia as nitrogen,
• Chloride,
• Molybdenum,
• Nitrate + Nitrite as nitrogen,
• Sulfate,
• Total dissolved solids (fDS) and
• Total uranium
2. Hydrogeologic Monitoring Requirements. The permittee shall prepare and submit
an annual update of the Ground-Water Hydrology of the Shootaring Canyon
Tailings Site report (Hydro-Engineering, LLC, 1998) for the Director's approval.
The update report shall be submitted according to the schedule and reporting
requirements of Part 1.G.4 below. The purpose of the annual ground-water
hydrology report is to update the physical and chemical hydrogeologic conditions of
the Entrada aquifer beneath the site to detep:nine if any changes have occurred since
the last report submittal. Of particular interest is the lateral extent of the ground
water mound in the Upper Low-Permeability Entrada, the horizontal head gradient
of the Entrada aquifer and vertical head gradients in the Entrada aquifer, Carmel
aquitard and Navajo aquifer. The annual report shall also include an evaluation of
the updated background database to determine if GWPLs should be adjusted.
F. Non-Compliance Status
1. Probable Out-of-Compliance Based on Exceedance of Ground Water Compliance
Limits.
Upon determination by the permittee that the data indicate a GWCL may have been
exceeded at any compliance monitoring well, the permittee shall:
a) Immediately resample the monitoring well(s) found to be in probable out-of-
compliance for the parameters that have been exceeded; submit the analytical
results therefrom, and notify the Director of the probable out-of-compliance
status within 30 days of the initial detection.
b) Immediately implement an accelerated schedule of quarterly ground water
sampling and analysis of parameters that exceeded the GWCLs, consistent with
the requirements of Part I.E. l, above. This quarterly accelerated compliance
sampling shall continue for two quarters or until the compliance status can be
determined by the Director. Reports of the results of this sampling shall be
submitted to the Director as soon as they are available, but not later than 30
days from the date the analytical data is received by the permittee.
8
Part I
Permit No. UGWl 70003
2. Out-of-Compliance Status Based on Confirmed Exceedance of Permit Ground
Water Compliance Lim.its.
a) Out of Compliance Status shall be defined as follows:
1) For parameters that have been defined as detectable in the background
and for which compliance limits have been established based on I. I
times the mean background concentration or 0.1 times the groundwater
quality standard, out-of-compliance shall be defined as two consecutive
samples that:
(i) exceed the GWCL; and
(ii) exceed the mean background concentration plus two standard
deviations.
b) Notification and Accelerated Compliance Monitoring. Upon determination by
the permittee or the Director, in accordance with UAC R3I7-6-6.17, that an
out-of-compliance status exists, the permittee shall:
1) Verbally notify the Director of the out-of-compliance status or
acknowledge the Director's notice that such a status exists within 24
hours of receipt of data; and
2) Provide written notice within 5 days of the determination; and
3) Continue an accelerated schedule of ground water monitoring for the
parameters that exceeded GWCLs for at least two quarters or until
compliance is achieved.
c) Source and Contamination Assessment Study Plan. Within 30 days of the
written notice to the Director required in Condition I.F.2.b, above, the
permittee shall submit an assessment study plan and compliance schedule for:
1) Assessing the source or cause of the contamination, and determining the
steps necessary to correct the source.
2) Assessing the extent of the ground water contamination. At a minimum,
this assessment shall include: ( a) conducting groundwater flow modeling
and a well-spacing evaluation to determine appropriate locations,
horizontal well spacing, and vertical screened intervals for additional
monitoring wells and nested piezometers; (b) installing additional
monitoring wells and nested piezometers to better define vertical and
horizontal head gradients in the Entrada aquifer; and ( c) expanding the
analyte list to include additional chemical constituents contained in the
tailings leachate in addition to those listed in Condition I.E. l .e.iii.B of
this permit.
9
Part I
Permit No. UGWl 70003
3) Evaluating potential remedial actions to restore and maintain ground
water quality, and ensure that permit limits will not be exceeded at the
compliance monitoring wells.
G. Rg,orting Requirements
1. Ground-Water Monitoring Report. The Permittee shall submit a groundwater
monitoring report that includes the following:
a) A schedule for semi-annual sampling and analysis required in Condition I.E. I,
above, as follows:
Half
1st (January through June)
2nd (July through D~ember)
Re,port Due On
August30
February 28*
• This report can be combined with the annual hydrogeologic update report
required in Condition 1.0.2.
b) A Sampling and Analysis Report that includes:
1) Field data sheets, or copies thereof, including the field measurements,
required in Condition I.E.1.e.iii.A above, and other pertinent field data,
such as well name/number, date and time of sample collection, names of
sampling crew, sampling method and type of sampling pump or bail,
measured casing volume and volume of water purged before· sampling.
2) Laboratory reports and tabulated results of groundwater analyses
including date sampled, date received by the certified lab, ion balance,
and the analytical results for each parameter, including: value or
concentration, units of measurement, minimum detection limit,
analytical method, and the date of the analysis.
3) Quality assurance evaluation and data validation including a written
description and :findings· of all quality assurance and data validation
efforts conducted by the permittee in compliance with the currently
approved Groundwater Monitoring Quality Assurance Plan. The report
shall verify the accuracy and reliability of the groundwater quality
compliance data after evaluation of sample collection techniques and
equipment, sample handling and preservation and analytical methods
used.
3) Uranium data in addition to the analytes required by this permit. The
permittee shall also report uranium ground water data acquired and
submitted semi-annually to the Nuclear Regulatory Commission.
Part I
Permit No. UGWl 70003
4) Groundwater level measurements from ground-water monitoring wells
reported in both measured depth to ground water and ground water
elevation above mean sea level.
5) A potentiometric map illustrating the ground-water elevation of the
uppermost aquifer beneath the tailings facility for the semi-annual
sampling month. The map shall be superimposed on a topographic base
map of at least 1 :2400 (1 inch equals 200 feet) or other scale approved by
the Director and shall be inclusive of the entire processing site. Known
contours shall be distinguished from estimated or inferred contours.
Other pertinent geologic, hydrologic, or man-made features, including
wells, shall be displayed.
6) The vertical hydraulic gradient as determined from nested well pair
RM8/RM20.
c) Electronic Filing Requirements. In addition to submittal of the hard copy
data, above, the permittee will electronically submit the required ground water
monitoring data including ground water quality and head data in Excel
spreadsheet format. The data may be sent by e-mail, floppy disc, modem or
other approved transmittal mechanism.
2. Hydrogeologic Report.
a) The permittee shall submit an annual update of the Ground-Water Hydrology
of the Shootaring Canyon Tailings Site (Hydro-Engineering, LLC, 1998) by
February 28 of each year. The permittee shall revise and resubmit the report
within 60 days of receipt of written notice from the Director of any
deficiencies or omissions.
H. Compliance Schedule
1. Background Ground Water Monitoring Report. The permittee shall submit a
groundwater monitoring report for the Director's approval 60 days after the
accelerated quarterly background monitoring program has been completed. Ground
water quality samples for the background monitoring program shall be collected in
accordance with the following requirements:
a) At least eight (8) samples shall be collected for each of the compliance
monitoring wells and parameter over a two-year period at a quarterly
sampling frequency utilizing the procedures outlined in the currently approved
Ground-Water Monitoring Quality Assurance Plan.
b) Each sampling event or episode shall include independent grab samples for
each of the compliance monitoring wells.
11
Part I
Permit No. UGWI 70003
c) Sampling parameters shall include all parameters listed in Table 2 of this
permit plus the following major ions: bicarbonate, carbonate, calcium,
magnesium, potassium and sodium.
d) After the Director's approval of the background monitoring report, sampling
shall continue at a semi-annual frequency for the abbreviated compliance
parameter list specified in Condition I.E.l.e.iii.B.2 of this permit.
.12
Part II
Permit No. UGWl 70003
II. MONITORING, RECORDING AND REP~RTING REQUIREMENTS
A. Representative Sampling. Samples taken in compliance with the monitoring
requirements established under Section I shall be representative of the monitored
activity.
B. Analytical Procedures. Water sample analysis shall be conducted accordihg to test
procedures specified under UAC R3 l 7-6-6.3.L, unless other test procedures have been
specified in this permit.
C. Penalties for Tampering. The Act provides that any person who falsifies, tampers with,
or knowingly renders inaccurate, any monitoring device or method required to be
maintained under this permit shall, upon conviction, be punished by a fine of not more
th.an $10,000 per violation, or by imprisonment for not more than six months per
violation, or by both.
D. Rewrting of Monitoring Results. Monitoring results obtained during each reporting
period specified in the permit, shall be submitted to the Director, Utah Division of
Water Quality at the following address no later than the 30th day of the month
following the completed reporting period:
State of Utah
Department of Environmental Quality
Division of Waste Management and Radiation Control
Salt Lake City, Utah 84114-4810
Attention: Ground Water Protection Section
E. Compliance Schedules. Reports of compliance or noncompliance with, or any progress
reports on interim and final requirements contained in any Compliance Schedule of this
permit shall be submitted no later than 14 days following each schedule date.
F. Additional Monitoring by the Permittee. If the permittee monitors any pollutant more
frequently than required by this permit, using approved test procedures as specified in
this permit, the results of this monitoring shall be included in the calculation and
reporting of the data submitted. Such increased frequency shall also be indicated.
G. Records Contents. Records of monitoring information shall include:
1. The date, exact place, and time of sampling or measurements:
2. The individual(s) who performed the sampling or measurements;
3. The date(s) and time(s) analyses were performed;
4. The individual(s) who performed the analyses;
5. The analytical techniques or methods used; and,
6. The results of such analyses.
H. Retention of Records. The permittee shall retain records of all monitoring information,
including all calibration and maintenance records and copies of all reports required by
13
Part II
Permit No. UGWI 70003
this permit, and records of all data used to complete the application for this permit, for a
period of at least three years from the date of the sample, measurement, report or
application. This period may be extended by request of the Director at any' time.
I. Twenty-four Hour Notice ofNoncompliance Re.porting.
1. The permittee shall verbally report any noncompliance with permit conditions or
limits as soon as possible, but no later than twenty-four (24) hours from the time the
permittee first became aware of the circumstances. The report shall be made to the
Utah Department of Environmental Quality 24 hour number, (801) 536-4123, or to
the Division of Waste Management and Radiation Control at (801)-536-0200,
during normal business hours from 8:00 AM -5:00 PM Mountain Time.
2. A written submission of any noncompliance with permit conditions or limits shall
be provided to the Director within five days of the time that the permittee becomes
aware of the circumstances. The written submission shall contain:
a. A description of the noncompliance and its cause;
b. The period of noncompliance, including exact dates and times;
c. The estimated time noncompliance is expected to continue if it has not been
corrected;
d. Steps taken or planned to reduce, eliminate, and prevent reoccurrence of the
noncompliance.
e. When applicable, either an estimation of the quantity of material discharged or
an estimation of the quantity of material released outside containment
structures.
3. Written reports shall be submitted to the addresses in Condition 11.D, Reporting of
Monitoring Results.
J. Other Noncompliance Reporting. Instances of noncompliance not required to be
reported within 24 hours, shall be reported at the time that monitoring reports for
Condition II. D are submitted.
K. Inspection and Entry. The permittee shall allow the Director, or an authorized
representative, upon the presentation of credentials and other documents as may be
required by law, to:
1. Enter upon the permittee' s premises where a regulated facility or activity is located
or conducted, or where records must be kept under the conditions of the permit;
2. Have access to and copy, at reasonable times, any records that must be kept under
the conditions of this permit;
3. Inspect at reasonable times any facilities, equipment (including monitoring and
control equipment), practices, or operations regulated or required under this permit;
and,
14
Part II
Permit No. UGWl 70003
4. Sample or monitor at reasonable times, for the purpose of assuring permit
compliance or as otherwise authorized by the Act, any substances or parameters at
any location.
15
Part III
Permit No. UGWl 70003
ill. COMPLIANCE RESPONSIBILITIES
A. Duty to Comply. The permittee shall comply with all conditions of this permit. Any
permit noncompliance constitutes a violation of the Act and is grounds for enforcement
action; for permit termination, revocation and reissuance, or modification; or for denial
of a permit renewal application. The permittee shall give advance notice to the Director
of any planned changes in the permitted facility or activity which may result in
noncompliance with permit requirements.
B. Penalties for Violations of Permit Conditions. The Act provides that any person who
violates a permit condition implementing provisions of the Act is subject to a civil
penalty not to exceed $10,000 per day of such violation. Any person who willfully or
negligently violates permit conditions is subject to a fine not exceeding $25,000 per day
of violation. Any person convicted under Section 19-5-115(2) of the Act a second time
shall be punished by a fine not exceeding $50,000 per day. Nothing in this permit shall
be construed to relieve the permittee of the civil or criminal penalties for
noncompliance.
C. Need to Halt or Reduce Activity not a Defense. It shall not be a defense for a permittee
in an enforcement action that it would have been necessary to halt or reduce the
permitted activity in order to maintain compliance with the conditions of this permit.
D. Duty to Mitigate. The permittee shall take all reasonable steps to minimize or prevent
any discharge in violation of this permit which has a reasonable likelihood of adversely
affecting human health or the environment.
E Proper Operation and Maintenance. The permitt~ shall at all times properly operate
and maintain all facilities and systems of treatment and control ( and related
appurtenances) which are installed or used by the permittee to achieve compliance with
the conditions of this permit. Proper operation and maintenance also includes adequate
laboratory controls and quality assurance procedures. This provision requires the
operation of back-up or auxiliary facilities or similar systems which are installed by a
permittee only when the operation is necessary to achieve compliance with conditions
of the permit.
F. Affirmative Defense. In the event that a compliance action is initiated against the
permittee for violation of permit conditions relating to discharge minimization
technology, the permittee may affirmatiyely defend against that action by
demonstrating the following:
1. The permittee submitted notification according to Conditions I.F ., II.I. I and 11.1.2;
2. The failure was not intentional or caused by the permittee's negligence, either in
action or in failure to act;
16
Part III
Permit No. UGWl 70003
3. The permittee has taken adequate measures to meet permit conditions in a timely
manner or has submitted to the Director, for the Director's approval, an adequate
plan and schedule for meeting permit conditions; and
4. The provisions ofUAC 19-5-107 have not been violated.
17
Part IV
Permit No. UGWl 70003
IV. GENERAL REQUIREMENTS
A. Planned Changes. The permittee shall give notice to the Director as soon as possible of
any planned physical alterations or additi_ons to the permitted facility. Notice is
required when the alteration or addition could significantly change the nature of the
facility or increase the quantity of pollutants discharged.
B. Anticipated Noncompliance. The permittee shall give advance notice of any planned
changes in the permitted facility or activity which may result in noncompliance with
permit requirements.
C. Spill Re.porting. The Pennittee shall immediately report in accordance with UCA 19-
5-114 of the Utah Water Quality Act any spill that comes into contact with the ground
surface or ground water that causes pollution or has the potential to cause pollution to
waters of the state. This report shall be made to the phone numbers given in Condition
11.1.1. A written report will be required within 5 days of the occurrence and should
address the requirements ofUCA 19-5-114 and Conditions 11:1.2 and 3 of this permit.
D. Permit Actions. This permit may be modified, revoked and reissued, or terminated for
cause. The filing of a request by the permittee for a permit modification, revocation
and reissuance, or termination, or a notification of planned changes or anticipated
noncompliance, does not stay any permit condition.
E. Duty to Reapply. If the permittee wishes to continue an activity regulated by this
permit after the expiration date of this permit, the permittee must apply for and obtain a
permit renewal or extension. The application should be submitted at least 180 days
before the expiration date of this permit.
F. Duty to Provide Information. The permittee shall furnish to the Director, within a
reasonable time, any information which the Director may request to determine whether
cause exists for modifying, revoking and reissuing, or terminating this permit, or to
determine compliance with this permit. The permittee shall also furnish to the Director,
upon request, copies of records required to be kept by this permit.
G. Other Information. When the permittee becomes aware that it failed to submit any
relevant facts in a permit application, or submitted incorrect information in a permit
application or any report to the Director, it shall promptly submit such facts or
information.
H. Signatory Reguirements. All applications, reports or information submitted to the
Director shall be signed and certified.
1. All permit applications shall be signed as follows:
a. For a corporation: by a responsible corporate officer;
b. For a partnership or sole proprietorship: by a general partner or the
proprietor, respectively.
18
Part IV
Permit No. UGWI 70003
c. For a municipality, State, Federal, or other public agency: by either a
principal executive officer or ranking elected official.
2. All reports required by the permit and other information requested by the Director
shall be signed by a person described above or by a duly authorized representative
of that person. A person is a duly authorized representative only if:
a. The authorization is made in writing by a person described above and
submitted to the Director, and,
b. The authorization specifies either an individual or a position having
responsibility for the overall operation of the regulated facility or activity,
such as the position of plant manager, operator of a well or a well field,
superintendent, position of equivalent responsibility, or an individual or
position having overall responsibility for environmental matters for the
company. (A duly authorized representative may thus be either a named
individual or any individual occupying a named position.)
3. Changes to Authorization. If an authorization under Condition IV.H.2 is no
longer accurate because a different individual or position has responsibility for the
overall operation of the facility, a new authorization satisfying the requirements of
Condition V.H.2 shall be submitted to the Director prior to or together with any
reports, information, or applications to be signed by an authorized representative.
4. Certification. Any person signing a document under this section shall make the
following certification:
"I certify under penalty of law that this document and all attachments were
prepared under my direction or supervision in accordance with a system designed
to assure that qualified personnel properly gather and evaluate the information
submitted. Based on my inquiry of the person or persons who manage the system,
or those persons directly responsible for gathering the information, the
information submitted is, to the best of my knowledge and belief, true, accurate,
and complete. I am aware that there are significant penalties for submitting false
information, including the possibility of fine and imprisonment for knowing
violations."
I. Penalties for Falsification of Reports. The Act provides that any person who
knowingly makes any false statement, representation, or certification in any record or
other document submitted or required to be maintained under this permit, including
monitoring reports or reports of compliance or noncompliance shall, upon conviction
be punished by a fine of not more than $10,000 per violation, or by imprisonment for
not more than six months per violation, or by both.
J. Availability of Reports. Except for data determined to be confidential by the permittee,
all reports prepared in accordance with the terms of this permit shall be available for
public inspection at the offices of the Director. As required by the Act, permit
19
Part IV
Permit No. UGWl 70003
applications, permits, effluent data, and ground-water quality data shall not be
considered confidential.
K. Property Rights. The issuance of this permit does not convey any property rights of
any so~ or any exclusive privileges, nor does it authorize any injury to private property
or any invasion of personal rights, nor any infringement of federal, state or local laws or
regulations.
L. Severability. The provisions of this permit are severable, and if any provision of this
permit, or the application of any provision of this permit to any circumstance, is held
invalid, the application of such provision to other circumstances, and the remainder of
this permit, shall not be affected thereby.
M. Transfers. This permit may be automatically transferred to a new permittee if:
1. The current permittee notifies the Director at least 30 days in advance of the
proposed transfer date;
2. The notice includes a written agreement between the existing and new permittee
containing a specific date for transfer of permit responsibility, coverage, and
liability between them; and,
3. The Director does not notify the existing permittee and the proposed new
permittee of his or her intent to modify, or revoke and reissue the permit If this
notice is not received, the transfer is effective on the date specified in the
agreement as described in Condition IV .M.2, above.
N. State Laws. Nothing in this permit shall be construed to preclude the institution of any
legal action or relieve the permittee from any responsibilities, liabilities, penalties
established pursuant to any applicable state law or regulation under authority preserved
by Section 19-5-117 of the Act
0. Reopener Provisions. This permit may be reopened and modified pursuant to R317-6-
6.6.B or R317-6-6.10.C of the Utah Administrative Code to include the appropriate
limitations and compliance schedule, if necessary, if one or more of the following
events occurs:
1. If new ground water standards are adopted by the Board, the permit may be
reopened and modified to extend the terms of the permit or to include pollutants
covered by new standards. The pennittee may apply for a variance under the
conditions outlined in R317-6-6.4.D.
2. When the Accelerated Background Monitoring Report has been approved by the
Director, and if future changes have been determined in background ground water
quality.
3. When sufficient data are available and protection levels for the new wells are
established.
20
PartIV
Permit No. UGWl 70003
4. When approval of any Compliance Schedule Item, under Condition I.H, is
considered by the Director to be a major modification to the permit.
5. A determination by the Director that changes are necessary in either the permit or
the facility to protect human health or the environment.
21
EXHIBIT 3
OCTOBER 2, 2024
ISOENERGY ANNOUNCES ACQUISITION OF ANFIELD, SECURING
EXPANDED NEAR-TERM U.S. URANIUM PRODUCTION AND THE
SHOOTARING CANYON MILL
TORONTO, Oct. 2, 2024 – IsoEnergy Ltd. (“IsoEnergy“) (TSX: ISO) (OTCQX: ISENF)
and An eld Energy Inc. (“An eld“) (TSXV: AEC) (OTCQB: ANLDF) (FRANKFURT:
0AD) are pleased to announce that they have entered into a de nitive agreement
(the “Arrangement Agreement“) pursuant to which IsoEnergy will acquire all of
the issued and outstanding common shares of An eld (the “An eld Shares“) by
way of a court-approved plan of arrangement (the “Transaction“). An eld owns
100% of the Shootaring Canyon Mill (the “Mill“) located in southeastern Utah, United
States, one of only three licensed, permitted, and constructed conventional
uranium mills in the United States, as well as a portfolio of conventional uranium
and vanadium projects in Utah, Colorado, New Mexico, and Arizona (Figure 1).
NEWS
TSX. V:AEC OTCQB:ANLDF FRANKFURT:0AD
Under the terms of the Transaction, An eld shareholders will receive 0.031 of a
common share of IsoEnergy (each whole share, an “ISO Share“) for each An eld
Share held (the “Exchange Ratio“). Existing shareholders of IsoEnergy
and An eld will own approximately 83.8% and 16.2% on a fully-diluted in the-money
basis, respectively, of the outstanding ISO Shares on closing of the Transaction.
The Exchange Ratio implies consideration of $0.103 per An eld Share, based on the
closing price of the ISO Shares over all Canadian exchanges on October 1, 2024.
Based on each company’s 20-day volume weighted average trading price over all
Canadian exchanges for the period ending October 1, 2024, the Exchange Ratio
implies a premium of 32.1% to the An eld Share price. The implied fully-diluted in
the-money equity value of the Transaction is equal to approximately $126.8 million.
Strategic Rationale
Expected to Expand Near-Term U.S. Uranium Production Capacity – The
combined portfolio (“Combined Portfolio“) of permitted past-producing
mines and development projects in the Western U.S. (Figure 1) is expected to
provide for substantial increased uranium production potential in the short,
medium and long term.
Ownership of Shootaring Canyon Mill Secures Access to Two of Only Three
U.S. Permitted Conventional Uranium Mills –
A restart application has been submitted to the State of Utah for the
Shootaring Canyon Mill to increase throughput from 750 stpd to 1,000
stpd and expand licensed annual production capacity from 1 million lbs
U₃O₈ to 3 million lbs U₃O₈.
Existing toll-milling agreements with Energy Fuels at the White Mesa Mill
provide additional processing exibility for current IsoEnergy mines.
Meaningful Growth in U.S. Uranium Mineral Endowment – With combined
current mineral resources of 17.0 Mlbs Measured & Indicated (+157%) and 10.6
Mlbs Inferred (+382%), and historical mineral resources of 152.0 Mlbs Measured
& Indicated (+14%), and 40.4 Mlbs Inferred (+33%), the proforma company will
rank among the largest in the U.S.
Complimentary Project Portfolio Provides Immediate Operational
Synergies – Bene ts from the proximity of the Combined Portfolio
in Utah and Colorado are expected to include, reduced transportation costs,
increased operational exibility for mining and processing, reduction in G&A
on a per lb basis, and risk diversi cation through multiple production sources.
1
2
•
•
• 0
0
•
•
Aligned with Goal of Building a Multi-Asset Uranium Producer in Tier-One
Jurisdictions – Beyond the impressive Combined Portfolio in the U.S., the
proforma company will have a robust pipeline of development and
exploration-stage projects in tier-one uranium jurisdictions, including the
world’s highest grade published Indicated uranium resource
in Canada’s Athabasca Basin.
Well-Timed to Capitalize on Strong Momentum in the Nuclear Industry –
Recent industry headlines relating to increasing demand and support for
nuclear power are expected to drive uranium demand and, by extension
prices, coinciding with expected production and development of the
Combined Portfolio.
CEO and Director of IsoEnergy, Philip Williams, commented, “IsoEnergy is
committed to becoming a globally signi cant, multi-asset uranium producer in the
world’s top uranium mining jurisdictions. The U.S. is a key jurisdiction for us, and we
believe today’s acquisition of An eld strengthens both our resource base and near-
term production potential. The combined uranium mineral endowment will rank as
one of the largest in the U.S., supported by a 100% owned processing facility,
multiple fully permitted mines ready for rapid restart, and a strong pipeline of
longer-term development projects.
With the global shift towards nuclear power, we believe the outlook for uranium
has never been stronger, making this a pivotal move for IsoEnergy at the right time.
We commend the An eld team for assembling and managing this impressive
portfolio over the years, and we look forward to advancing these assets back into
production into a time of anticipated rising demand for uranium.”
CEO and Director of An eld, Corey Dias, commented, “We believe this Transaction
represents an excellent opportunity for An eld shareholders, and the culmination
of our team’s strategic approach to assembling a unique, U.S.-focused portfolio of
potential near-term uranium production assets. This Transaction underscores our
view that An eld acquired the right assets in the right place at the right time.”
____________________________
For additional information, see the Tony M Technical Report and Velvet-
Wood/Slick Rock PEA.
This estimate is a “historical estimate” as de ned under NI 43-101. A Quali ed
Person has not done suf cient work to classify the historical estimate as current
1
2
•
•
mineral resources and neither IsoEnergy nor An eld is treating the historical
estimate as current mineral resources. See Appendix for additional details.
“Beyond the immediate share price premium, shareholders will gain exposure to a
broad array of uranium projects, from the high grade and strategically located
Hurricane project in Saskatchewan to a large inventory of earlier stage resource
assets. The most fundamental bene t of the Transaction is the high level of
economic synergies that we believe will be generated by the marriage of our mill
and mining assets with IsoEnergy’s U.S. mining assets, particularly the advanced
stage Tony M mine which is located within 4 miles of our Shootaring Canyon mill.
Other tangential bene ts to An eld shareholders will include higher levels of
trading liquidity, a robust combined balance sheet, and exposure to extensive
research analyst coverage and institutional ownership. We look forward to working
with the IsoEnergy team to complete the Transaction and to integrating our two
platforms with a view to revitalize American uranium mining in pursuit of clean,
domestic energy security.”
Bene ts to IsoEnergy Shareholders
Secures Shootaring Canyon Mill, one of only three permitted conventional
uranium mills in the U.S., located adjacent to IsoEnergy’s Tony M Mine
Diversi ed access to both Shootaring Canyon and White Mesa Mills to
boost near-term production capacity while unlocking anticipated
operational synergies
Strengthens ranking among the U.S. uranium players in terms of
production capacity, advanced mining assets and resource exposure
Potential re-rating from de-risking near-term potential production,
increased scale, asset diversi cation within the U.S. and additional
exploration upside
A combined company backed by corporate and institutional investors
of An eld including, enCore Energy Corp.
Creation of a larger platform with greater scale for M&A,access to capital
and liquidity
Bene ts to An eld Shareholders
Immediate and attractive premium
Exposure to a larger, more diversi ed portfolio of high-quality uranium
exploration, development and near-term production assets in tier one
jurisdictions of U.S., Canada and Australia
•
•
•
•
•
•
•
•
Entry into the Athabasca Basin, a leading uranium jurisdiction, with the
high-grade Hurricane deposit
Upside from an accelerated path to potential production as well as from
synergies with IsoEnergy’s other Utah uranium assets
A combined company backed by corporate and institutional investors of
IsoEnergy including, NexGen Energy Ltd., Energy Fuels Inc., Mega Uranium
Ltd. and uranium ETFs
Participation in a larger platform with greater scale for M&A
Increased scale expected to provide greater access to capital, trading
liquidity and research coverage
Figure 1: IsoEnergy and An eld Combined Portfolio of permitted past
producing mines and development projects in the Western U.S.
___________________________
Each of the mineral resource estimates of IsoEnergy and An eld, except for the
Tony M Mine and Velvet-Wood/Slick Rock Project, contained in this press release
are considered to be “historical estimates” as de ned under National Instrument
43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). A Quali ed
Person has not done suf cient work to classify the historical estimates as current
mineral resources or mineral reserves and IsoEnergy and An eld are not treating
the historical estimates as current mineral resources or mineral reserves. See
Disclaimer on Mineral Resource Estimates below for additional details.
Shootaring Canyon Mill and Velvet-Wood and Slick Rock Uranium Projects
Located approximately 48 miles (77 kilometers) south of Hanksville, Utah and 4
miles from IsoEnergy’s Tony M Mine, the Shootaring Canyon Mill is one of three
licensed, permitted and constructed conventional uranium mills in the United
States. Built in 1980 by Plateau Resources, the mill commenced operations in 1982
but ceased operations due to the decline in the uranium price after approximately
six months of operation. Despite its relatively short period of operation, the Mill
historically produced and sold 27,825 lbs of U O . The Mill has not been
decommissioned and has been under care and maintenance since cessation of
operations. The Shootaring Canyon Mill has a radioactive source materials license
on Standby status which will need to be amended, among other things, to allow
Mill operations to resume.
3
3
3 8
•
•
•
•
•
In May 2023, An eld completed a Preliminary Economic Assessment assuming that
mineral processing of the Velvet-Wood and Slick Rock Projects would take place at
the Shootaring Canyon Mill.
The Velvet-Wood project is a 2,425-acre property located in the Lisbon Valley
uranium district of San Juan County, Utah, which was previously the largest
uranium producing district in Utah. The Velvet-Wood Uranium project consists of
two areas with mineral resources as outlined below.
Past production from underground mines in the Velvet area during 1979 to 1984
yielded signi cant results, recovering around 4 Mlbs of U O and 5 Mlbs of
V O from mining approximately 400,000 tons of ore with grades of 0.46%
U O and 0.64% V O . The Velvet mine retains underground infrastructure,
including a 3,500 ft long, 12′ x 9′ decline to the uranium deposit. Along with the Tony
M Mine, the Velvet-Wood Project is the most advanced uranium asset in the
Combined Portfolio and is believed to represent a potential near-term path to
uranium and vanadium production.
Table 1: Velvet-Wood and Slick Rock Uranium Mineral Resource Summary
Effective April 30, 2023
eU O Resources V O Resources
Category Tons(000
st)Grade(%)Containe
d(Mlbs)
Tons(000
st)Grade(%)Containe
d(Mlbs)
M&I 811,000 0.29 %4,627,000 –––
Inferred 1,836,000 0.24 %8,410,000 2,647,000 1.03 54,399,00
0
1.See Preliminary Economic Assessment
for Velvet-Wood/Slick Rock entitled
“The Shootaring Canyon Mill and
Velvet-Wood And Slick Rock Uranium
Projects, Preliminary Economic
Assessment, National Instrument 43-
101″ dated May 6, 2023 was authored
by Douglas L. Beahm, P.E., P.G.
3 8
2 5
3 8 2 5
3 8 2 5
Principal Engineer, Harold H. Hutson,
P.E., P.G. and Carl D. Warren, P.E., P.G.
of BRS Inc. Terence P. (Terry) McNulty,
P.E., D. Sc, of T.P. McNulty and
Associates Inc.
2.
Reported in accordance with CIM
De nition Standards on Mineral
Resources & Reserves (2014).
3.GT cut-off varies by locality from 0.25-
0.40 for eU3O8 and 0.25-0.50 for V2O5
4.
Mineral resources are not mineral
reserves and do not have
demonstrated economic viability.
However, reasonable prospects for
future economic extraction were
applied to the mineral resource
estimates herein through
consideration of grade and GT cutoffs
as well as mineralization proximity to
existing and proposed conceptual
mining. As such, economic
considerations were exercised by
screening out areas which were below
these cutoffs or of isolated
mineralization and thus would not
support the cost of conventional
mining under current and reasonably
foreseeable conditions.
5.
The estimate of mineral resources may
be materially affected by
environmental, permitting, legal, title,
taxation, sociopolitical, marketing, or
other relevant issues, although An eld
is aware of any such issues.
6.V O mineral resources were
estimated based primarily on
2 5
documented vanadium: uranium
production ratios and are thus
considered inferred mineral resources.
The Slick Rock property is an advanced stage conventional uranium and vanadium
project located in San Miguel County, Colorado. The project consists of 315
contiguous mineral lode claims and covers approximately 5,333 acres. Past
production came from the upper or third-rim sandstone of the Salt Wash member
of the Morrison Formation. This is the target host for uranium/vanadium
mineralization within An eld’s Slick Rock project area.
Board of Directors’ Recommendations
The Arrangement Agreement has been unanimously approved at meetings of the
board of directors of each of IsoEnergy and An eld, including, in the case of An eld,
following, among other things, the receipt of the unanimous recommendation of a
special committee of independent directors of An eld. Evans & Evans, Inc. provided
an opinion to the special committee of An eld and Haywood Securities Inc.
provided an opinion to the board of directors of An eld, to the effect that, as of the
date of such opinion, the consideration to be received by An eld shareholders
pursuant to the Transaction is fair, from a nancial point of view, to
the An eld shareholders, subject to the limitations, quali cations and assumptions
set forth in such opinion. The board of directors of An eld unanimously
recommends that An eld securityholders vote in favour of the Transaction.
Canaccord Genuity Corp. provided an opinion to the board of directors of IsoEnergy
to the effect that, as of the date of such opinion, the consideration to be paid
to An eld shareholders pursuant to the Transaction is fair, from a nancial point of
view, to IsoEnergy, subject to the limitations, quali cations and assumptions set
forth in such opinion. The board of directors of IsoEnergy unanimously
recommends that IsoEnergy shareholders vote in favour of the Transaction.
Material Conditions to Completion of the Transaction
The Transaction will be effected by way of a court-approved plan of arrangement
under the Business Corporations Act (British Columbia), requiring the approval of
(i) at least 66 % of the votes cast by An eld shareholders, (ii) if required, a simple
majority of the votes cast by An eld shareholders, excluding certain related parties
as prescribed by Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions, voting in person or represented by proxy at a
special meeting of An eld shareholders to consider the Transaction (the “An eld
2/3
Meeting“); and (iii) a simple majority of votes cast by shareholders of IsoEnergy,
voting in person or represented by proxy at a special meeting of IsoEnergy
shareholders to consider the Transaction (the “IsoEnergy Meeting“) or by written
resolution. The An eld Meeting and the IsoEnergy Meeting, if applicable, are
expected to take place in November 2024. An information circular regarding the
Transaction will be led with regulatory authorities and mailed
to An eld shareholders and, if applicable, to IsoEnergy shareholders, in accordance
with applicable securities laws. The Transaction is expected to be completed in the
fourth quarter of 2024, subject to satisfaction of the conditions under the
Arrangement Agreement.
Each of An eld’s and IsoEnergy’s directors and of cers, along with certain key
shareholders, including enCore Energy Corp., NexGen Energy Ltd. and Mega
Uranium Ltd., representing an aggregate of approximately 21.16% of the
outstanding An eld Shares and approximately 36.14% of the outstanding ISO
Shares (on a non-diluted basis), have entered into voting support agreements, and
have agreed, among other things, to vote their An eld Shares and ISO Shares,
respectively, in favour of the Transaction.
In addition to shareholder and court approvals, closing of the Transaction is subject
to applicable regulatory approvals including, but not limited to, approval of the
Toronto Stock Exchange (the “TSX“) and the TSX Venture Exchange (the “TSXV“)
and the satisfaction of certain other closing conditions customary in transactions of
this nature.
The Arrangement Agreement provides for customary deal protection provisions,
including non-solicitation covenants of An eld, “ duciary out” provisions in favour
of An eld and “right-to-match superior proposals” provisions in favour of IsoEnergy.
In addition, the Arrangement Agreement provides that, under certain
circumstances, IsoEnergy would be entitled to a $5,000,000 termination fee. Each
of IsoEnergy and An eld have made customary representations and warranties and
covenants in the Arrangement Agreement, including covenants regarding the
conduct of their respective businesses prior to the closing of the Transaction.
Following completion of the Transaction, the ISO Shares will continue trading on
the TSX and the An eld Shares will be de-listed from the TSXV. Approximately 178.8
million ISO Shares are currently outstanding on non-diluted basis and
approximately 206.2 million ISO Shares are currently outstanding on a fully diluted
basis. Upon completion of the Transaction (assuming no additional issuances of
ISO Shares or An eld Shares), there will be approximately 210.3 million ISO Shares
outstanding on a non-diluted basis and approximately 251.5 million ISO Shares
outstanding on a fully diluted basis.
IsoEnergy and An eld will le material change reports in respect of the Transaction
in compliance with Canadian securities laws, as well as copies of the Arrangement
Agreement and the voting support agreements, which will be available under
IsoEnergy’s and An eld’s respective SEDAR+ pro les at www.sedarplus.ca.
Bridge Loan
In addition, in connection with the Transaction, IsoEnergy has provided a bridge
loan in the form of a promissory note of approximately $6.0 million (the
“Bridge Loan“) to An eld, with an interest rate of 15% per annum and a maturity
date of April 1, 2025, for purposes of satisfying working capital and other obligations
of An eld through to the closing of the Transaction. IsoEnergy has also agreed to
provide an indemnity for up to US$3 million in principal (the “Indemnity“) with
respect to certain of An eld’s property obligations. The Bridge Loan and the
Indemnity are secured by a security interest in all of the now existing and after
acquired assets, property and undertaking of An eld and guaranteed by certain
subsidiaries of An eld. The Bridge Loan, Indemnity and related security are
subordinate to certain senior indebtedness of An eld. The Bridge Loan is
immediately repayable, among other circumstances, in the event that the
Arrangement agreement is terminated by either IsoEnergy or An eld for any
reason.
Advisors
Canaccord Genuity Corp. is acting as nancial advisor to IsoEnergy and has
provided a fairness opinion to the IsoEnergy board of directors. Cassels Brock &
Blackwell LLP is acting as legal advisor to IsoEnergy.
Haywood Securities Inc. is acting as nancial advisor to An eld and has provided a
fairness opinion to the An eld board of directors. DuMoulin Black LLP is acting as
legal advisor to An eld. Evans & Evans, Inc. has provided a fairness opinion to
the An eld special committee.
Conference Call / Webinar Details
IsoEnergy will host a conference call / webinar today at 11:00 a.m. Eastern Standard
Time (“EST“) / 8:00 a.m. Paci c Standard Time (“PST“) to discuss the Transaction.
Participants are advised to dial in ve minutes prior to the scheduled start time of
the call. A presentation will be made available on both IsoEnergy
and An eld’s websites prior to the conference call / webinar.
Webinar Details
Presenters: IsoEnergy CEO and Director, Philip Williams and COO, Marty Tunney
Date / Time: October 2, 2024 at 12:00 p.m. EST / 9:00 a.m. PST.
Webinar Access:Participants may join the webinar by registering using the link
below.
Phone Access: Please use one of the following numbers.
Canada/US Toll Free
1-844-763-8274
International
1-412-717-9224
A recording of the conference call will be available on both company websites
following the call.
Quali ed Person Statement
The scienti c and technical information contained in this news release with respect
to IsoEnergy was reviewed and approved by Dean T. Wilton, PG, CPG, MAIG, a
consultant of IsoEnergy, who is a “Quali ed Person” (as de ned NI 43-101).
The scienti c and technical information contained in this news release with respect
to An eld was prepared Douglas L. Beahm, P.E., P.G., An eld’s Chief Operating
Of cer, who is a “Quali ed Person” (as de ned NI 43-101).
About IsoEnergy
IsoEnergy Ltd. (TSX: ISO) (OTCQX: ISENF) is a leading, globally diversi ed uranium
company with substantial current and historical mineral resources in top uranium
mining jurisdictions of Canada, the U.S. and Australia at varying stages of
development, providing near, medium, and long-term leverage to rising uranium
prices. IsoEnergy is currently advancing its Larocque East Project
in Canada’s Athabasca Basin, which is home to the Hurricane deposit, boasting the
world’s highest grade Indicated uranium Mineral Resource.
https://event.choruscall.com/mediaframe/webcast.html?webcastid=qtgShXYz
IsoEnergy also holds a portfolio of permitted, past-producing conventional uranium
and vanadium mines in Utah with a toll milling arrangement in place with Energy
Fuels Inc. These mines are currently on stand-by, ready for rapid restart as market
conditions permit, positioning IsoEnergy as a near-term uranium producer.
About An eld
An eld is a uranium and vanadium development and near-term production
company that is committed to becoming a top-tier energy-related fuels supplier by
creating value through sustainable, ef cient growth in its assets. An eld is a
publicly traded corporation listed on the TSX-Venture Exchange (AEC-V), the
OTCQB Marketplace (ANLDF) and the Frankfurt Stock Exchange (0AD).
Neither the TSXV nor its Regulation Services Provider (as that term is de ned in the
policies of the TSXV) accepts responsibility for the adequacy or accuracy of this
news release. No securities regulatory authority has either approved or
disapproved of the contents of this news release.
None of the securities to be issued pursuant to the Arrangement have been or will
be registered under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act“), or any state securities laws, and any securities issuable in the
Arrangement are anticipated to be issued in reliance upon available exemptions
from such registration requirements pursuant to Section 3(a)(10) of the U.S.
Securities Act and applicable exemptions under state securities laws. This press
release does not constitute an offer to sell, or the solicitation of an offer to buy, any
securities.
Cautionary Statement Regarding Forward-Looking Information
This press release contains “forward-looking information” within the meaning of
applicable Canadian securities legislation. Generally, forward-looking information
can be identi ed by the use of forward-looking terminology such as “plans”,
“expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, 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”. These
forward-looking statements or information may relate to the Transaction,
including statements with respect to the consummation and timing of the
Transaction; receipt and timing of approval of An eld’s shareholders with respect
to the Transaction; receipt and timing of approval of IsoEnergy’s shareholders with
respect to the Transaction; the anticipated bene ts of the Transaction to the
parties and their respective shareholders; the expected receipt of court, regulatory
and other consents and approvals relating to the Transaction; the expected
ownership interest of IsoEnergy shareholders and An eld shareholders in the
combined company; the expected production capacity of the combined company;
anticipated strategic and growth opportunities for the combined company; the
successful integration of the businesses of IsoEnergy and An eld; the prospects of
each companies’ respective projects, including mineral resources estimates and
mineralization of each project; the potential for, success of and anticipated timing
of commencement of future commercial production at the companies’ 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;
increased demand for nuclear power and uranium and the expected impact on
the price of uranium; and any other activities, events or developments that the
companies expect or anticipate will or may occur in the future.
Forward-looking statements are necessarily based upon a number of
assumptions that, while considered reasonable by management at the time, are
inherently subject to business, market and economic risks, uncertainties and
contingencies that may cause actual results, performance or achievements to be
materially different from those expressed or implied by forward-looking
statements. Such assumptions include, but are not limited to, assumptions that
IsoEnergy and An eld will complete the Transaction in accordance with, and on
the timeline contemplated by the terms and conditions of the relevant
agreements; that the parties will receive the required shareholder, regulatory,
court and stock exchange approvals and will satisfy, in a timely manner, the other
conditions to the closing of the Transaction; the accuracy of management’s
assessment of the effects of the successful completion of the Transaction and that
the anticipated bene ts of the Transaction will be realized;the anticipated
mineralization of IsoEnergy’s and An eld’s projects being consistent with
expectations and the potential bene ts from such projects and any upside from
such projects;the price of uranium; that general business and economic
conditions will not change in a materially adverse manner; that nancing 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 combined company’s planned activities will be available
on reasonable terms and in a timely manner. Although each of IsoEnergy
and An eld have attempted to identify important factors that could cause actual
results to differ materially from those contained in 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 such information will prove to be
accurate, as actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place undue
reliance on forward-looking information.
Such statements represent the current views of IsoEnergy and An eld with respect
to future events and are necessarily based upon a number of assumptions and
estimates that, while considered reasonable by IsoEnergy and An eld, are
inherently subject to signi cant business, economic, competitive, political and
social risks, contingencies and uncertainties. Risks and uncertainties include, but
are not limited to the following: the inability of IsoEnergy and An eld to complete
the Transaction; a material adverse change in the timing of and the terms and
conditions upon which the Transaction is completed; the inability to satisfy or
waive all conditions to closing the Transaction; the failure to obtain shareholder,
regulatory, court or stock exchange approvals in connection with the Transaction;
the inability of the combined company to realize the bene ts anticipated from the
Transaction and the timing to realize such bene ts; the inability of the
consolidated entity to realize the bene ts anticipated from the Arrangement and
the timing to realize such bene ts, including the exploration and drilling targets
described herein; unanticipated changes in market price for ISO Shares and/or
An eld Shares; changes to IsoEnergy’s and/or An eld’s current and future business
plans and the strategic alternatives available thereto; growth prospects and
outlook of An eld’s business; regulatory determinations and delays; stock market
conditions generally; demand, supply and pricing for uranium; and general
economic and political conditions in Canada, the United States and other
jurisdictions where the applicable party conducts business. Other factors which
could materially affect such forward-looking information are described in the risk
factors in each of IsoEnergy’s and An eld’s most recent annual management’s
discussion and analyses or annual information forms and IsoEnergy’s
and An eld’s other lings with the Canadian securities regulators which are
available, respectively, on each company’s pro le on SEDAR+ at www.sedarplus.ca.
IsoEnergy and An eld do not undertake to update any forward-looking
information, except in accordance with applicable securities laws.
Disclaimer on Mineral Resource Estimates
Each of the mineral resource estimates of IsoEnergy and An eld, except for the
Larocque East Project, Tony M Mine and Velvet-Wood/Slick Rock Project, contained
in this press release are considered to be “historical estimates” as de ned under NI
43-101. A Quali ed Person has not done suf cient work to classify the historical
estimates as current mineral resources or mineral reserves and IsoEnergy
and An eld are not treating the historical estimates as current mineral resources
or mineral reserves.
For additional information regarding IsoEnergy’s Tony M mine, including the
mineral resource estimate, please refer to the Technical Report entitled “Technical
Report on the Tony M Mine, Utah, USA – Report for NI 43-101” dated
effective September 9, 2022 prepared by SLR Consulting (Canada) Ltd., available
under IsoEnergy’s pro le on www.sedarplus.ca. The “quali ed person” for this
technical report is Mark B. Mathisen, C.P.G., Principal Geologist, SLR Consulting
International Corp. Mr. Mathisen is a “quali ed person” under NI 43-101.
For additional information regarding An eld’s Velvet-Wood and Slick Rock
projects and the Shootaring Canyon Mill, including the mineral resource estimates,
please refer to the Technical Report entitled “The Shootaring Canyon Mill and
Velvet-Wood and Slick Rock Uranium Projects, Preliminary Economic Assessment,
National Instrument 43-101” dated effective May 6, 2023 (the “Velvet-Wood/Slick
Rock PEA”), available under An eld’s pro le on www.sedarplus.ca. The technical
report was prepared by Douglas L. Beahm, P.E., P.G., Harold H. Hutson, P.E., P.G.,
Carl D. Warren, P.E., P.G. and Terrence (Terry) McNulty, P.E., D. Sc. T.P., each of
whom is a “quali ed person” under NI 43-101.
Disclaimer on Historical Mineral Resource Estimates
Daneros Mine: Reported by Energy Fuels Inc. 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 Inc. 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.
In each instance, the historical estimate is reported using the categories of
mineral resources and mineral reserves as de ned by the Canadian Institute CIM
De nition 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
Quali ed Person has not done suf cient 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
con rm resources and connectivity of resources in order to verify the Daneros
historical estimate as a current mineral resource.
For the Sage Plain Project, as disclosed in the above noted technical report, the
historical estimate was prepared by Peters Geosciences using a modi ed
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.
Marquez-Juan Tafoya: reported by enCore Energy Corporation in a technical report
entitled “Marquez-Juan Tafoya Uranium Project, 43-101 Technical Report,
Preliminary Economic Assessment” dated effective June 9, 2021, prepared by
Douglas L. Beahm, P.E., P.G. and Terrence (Terry) McNulty, P.E., D. Sc. T.P.
Frank M: reported by Uranium One Americas in a technical report entitled “Findlay
Tank SE Breccia Pipe Uranium Project, Mohave County, Arizona, USA, 43-101
Mineral Resource Report” dated October 2, 2008 prepared by Douglas L. Beahm,
P.E., P.G. of BRS Inc.
West Slope: reported by An eld Energy Inc. in a technical report entitled “US DOE
Uranium/Vanadium Leases JD-6, JD-7, JD-8, and JD-9, Montrose County, Colorado,
USA, Mineral Resource Technical Report, National Instrument 43-101” dated
effective April 10, 2022, prepared by Douglas L. Beahm, P.E., P.G., and Joshua
Stewart, PE. P.G. of BRS Inc.
Findlay Tank: reported by Uranium One Americas in a technical report entitled
“Frank M Uranium Project, 43-101 Mineral Resource Report, Gar eld County,
Utah USA” dated June 10, 2008 prepared by Douglas L. Beahm, P.E., P.G. and
Andrew C. Anderson, P.E., P.G., of BRS Inc.
Artillery Peak/Date Creek: reported by An eld Energy Inc. in a technical report
entitled “Artillery Peak Exploration Project, Mohave County, Arizona, 43-101
Technical Report” dated effective October 12, 2010, prepared by Dr. Karen Wenrich.
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EXHIBIT 4
1
Audited Consolidated Financial Statements of
ISOENERGY LTD.
For the years ended December 31, 2023 and 2022
tl11s0Energy
Ltd .
KPMG LLP Chartered Professional Accountants PO Box 10426 777 Dunsmuir Street Vancouver BC V7Y 1K3 Canada
Telephone (604) 691-3000 Fax (604) 691-3031 Internet www.kpmg.ca
KPMG LLP, an Ontario limited liability partnership and member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. KPMG Canada provides services to KPMG LLP.
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of IsoEnergy Ltd.
Opinion
We have audited the consolidated financial statements of IsoEnergy Ltd. (the Entity), which comprise:
•the consolidated statements of financial position as at December 31, 2023 and 2022
•the consolidated statements of loss and comprehensive loss for the years then ended
•the statements of changes in equity for the years then ended
•the statements of cash flows for the years then ended
•and notes to the financial statements, including a summary of material accounting policies
(Hereinafter referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the
consolidated financial position of the Entity as at December 31, 2023 and 2022, and its financial
performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards
as issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our
responsibilities under those standards are further described in the “Auditor’s Responsibilities for the
Audit of the Financial Statements” section of our auditor’s report.
We are independent of the Entity in accordance with the ethical requirements that are relevant to our audit
of the financial statements in Canada and we have fulfilled our other ethical responsibilities in accordance
with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements for the year ended December 31, 2023. These matters were addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
We have determined the matter described below to be the key audit matter to be communicated in our
auditor’s report.
IsoEnergy Ltd.
2
Evaluation of the merger-date fair value of exploration and evaluation assets acquired as part of
the Consolidated Uranium merger
Description of the matter
We draw attention to Note 6 to the financial statements. On December 5, 2023, the Entity completed a merger pursuant to a definitive arrangement agreement for a share-for-share exchange whereby the Entity acquired all of the issued and outstanding common shares of Consolidated Uranium Inc. not already held by the Entity. The Entity has accounted for the merger as an asset acquisition and the Entity allocated the total consideration to the individual assets and liabilities acquired. The Entity recorded exploration and evaluation assets at the merger-date fair value of $195,245,636.
Why the matter is a key audit matter
We identified the evaluation of the merger-date fair value of exploration and evaluation assets as a key audit matter given the magnitude of exploration and evaluation assets acquired. This matter represented a significant risk of material misstatement requiring specialized skills and knowledge to evaluate the methodologies used to value exploration and evaluation assets.
How the matter was addressed in the audit
The following are the primary procedures we performed to address this key audit matter.
We developed an independent expectation of the merger-date fair value of exploration and evaluation assets acquired. We assessed the professional competence, capabilities and objectivity of the Entity’s personnel who prepared the exploration and evaluation assets fair value, including the industry and regulatory standards they applied.
We involved valuations professionals with specialized skills and knowledge, who assisted with:
•Assessing the methodologies used by the Entity to determine the fair value of exploration and evaluation assets.
•Assessing the implied value per ounce market multiple of the exploration and evaluation assets by
comparing to implied value per ounce from comparable transactions.
Other Information
Management is responsible for the other information. Other information comprises:
•the information included in Management’s Discussion and Analysis filed with the relevant Canadian
Securities Commissions.
Our opinion on the financial statements does not cover the other information and we do not and will not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit and remain alert for indications that the other
information appears to be materially misstated.
We obtained the information included in Management’s Discussion and Analysis filed with the relevant
Canadian Securities Commissions as at the date of this auditor’s report. If, based on the work we have
IsoEnergy Ltd.
3
performed on this other information, we conclude that there is a material misstatement of this other
information, we are required to report that fact in the auditor’s report.
We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the
Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board,
and for such internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Entity’s ability to
continue as a going concern, disclosing as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Entity or to cease
operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Entity’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Canadian generally accepted auditing standards will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of the
financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise
professional judgment and maintain professional skepticism throughout the audit.
We also:
•Identify and assess the risks of material misstatement of the financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion.
•The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
•Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Entity's internal control.
IsoEnergy Ltd.
4
•Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
•Conclude on the appropriateness of management's use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Entity's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Entity to cease to continue as a going concern.
•Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
•Communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.
•Provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
•Determine, from the matters communicated with those charged with governance, those matters that
were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our auditor’s report because the adverse consequences
of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Chartered Professional Accountants
The engagement partner on the audit resulting in this auditor’s report is Andrew James.
Vancouver, Canada
February 29, 2024
ISOENERGY LTD. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in Canadian Dollars) As at December 31
2
Note 2023 2022
ASSETS
Current
Cash $ 37,033,250 $ 19,912,788
Accounts receivable 814,022 46,061
Prepaid expenses 378,247 167,279
Marketable securities 7 17,035,690 5,774,617
55,261,209 25,900,745
Non-Current
Property and equipment 8 14,638,628 48,927
Exploration and evaluation assets 9 274,756,338 71,165,630
Environmental bonds 10 2,542,047 -
TOTAL ASSETS $ 347,198,222 $ 97,115,302
LIABILITIES
Current
Accounts payable and accrued liabilities $ 2,735,351 $ 552,957
Contingent liability 6 771,848 -
Lease liabilities - current 11 109,680 -
Flow-through share premium liability 12 - 2,068,785
3,616,879 2,621,742
Non-Current
Convertible debentures 13 37,448,241 27,405,961
Lease liability - long term 11 402,886 -
Asset retirement obligation 10 1,895,472 -
Deferred income tax liability 14 814,187 866,909
TOTAL LIABILITIES $ 44,177,665 $ 30,894,612
EQUITY
Share capital 15 $ 334,963,627 $ 90,640,338
Share option and warrant reserve 15 29,188,821 15,405,672
Accumulated deficit (60,410,155) (41,721,615)
Other comprehensive (loss)/income (721,736) 1,896,295
TOTAL EQUITY $ 303,020,557 $ 66,220,690
TOTAL LIABILITIES AND EQUITY $ 347,198,222 $ 97,115,302
Nature of operations (Note 2)
Commitments (Notes 12, 13)
Subsequent events (Note 21)
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 29, 2024
“Philip Williams” “Peter Netupsky”
Philip Williams, CEO, Director Peter Netupsky, Director
ISOENERGY LTD. CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE INCOME (LOSS) (Expressed in Canadian Dollars) For the years ended December 31
3
Note 2023 2022
General and administrative costs
Share-based compensation 15,16 $ 6,378,269 $ 7,575,501
Administrative salaries, contractor and director fees 16 1,621,394 1,412,472
Investor relations 540,230 471,317
Office and administrative 266,660 215,766
Professional and consultant fees 743,594 697,236
Travel 153,799 111,853
Public company costs 311,627 230,640
Total general and administrative costs (10,015,573) (10,714,785)
Interest income 747,763 107,178
Interest expense (5,984) (386)
Interest on convertible debentures 13 (1,228,251) (701,609)
Fair value (loss)/gain on convertible debentures 13 (9,768,831) 2,921,806
Loss on disposal of assets 9 (251,028) (85,386)
Foreign exchange (loss)/gain (23,661) 73,777
Other income 4,882 -
Loss from operations (20,540,683) (8,399,405)
Deferred income tax recovery 14 1,852,143 1,024,744
Loss $ (18,688,540) $ (7,374,661)
Other comprehensive gain/(loss)
Change in fair value of convertible debentures attributable to the change in credit risk 13 (273,449) 69,177
Change in fair value of marketable securities 7 1,309,318 (3,540,368)
Currency translation adjustment (3,652,386) -
Deferred tax (expense)/recovery 14 (1,514) 477,950
Total comprehensive loss for the period $ (21,306,571) $ (10,367,902)
Loss per common share
Basic and diluted $ (0.16) $ (0.07)
Weighted average number of common shares outstanding
Basic and diluted 115,490,319 106,958,946
The accompanying notes are an integral part of the consolidated financial statements
ISOENERGY LTD. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Expressed in Canadian Dollars)
4
Note Number of common shares Share capital Share option and warrant reserve
Accumulated deficit
Accumulated other comprehensive income/(loss)
Total
Balance as at January 1, 2022 105,908,770 $ 78,901,944 $ 6,469,143 $ (34,346,954) $ 4,889,536 $ 55,913,669
Shares issued in private placements 15 3,341,802 13,027,001 - - - 13,027,001
Share issue cost, net of tax 15 - (571,459) - - - (571,459)
Premium on flow-through shares 12 - (2,115,000) - - - (2,115,000)
Shares issued on the exercise of stock options 15 1,074,500 1,190,312 (470,421) - - 719,891
Shares issued to settle interest 15 67,058 207,540 - - - 207,540
Share-based payments 15 - - 9,406,950 - - 9,406,950
Loss for the period - - - (7,374,661) - (7,374,661)
Other comprehensive loss for the period 7,13 - - - - (2,993,241) (2,993,241)
Balance as at December 31, 2022 110,392,130 $ 90,640,338 $ 15,405,672 $ (41,721,615) $ 1,896,295 $ 66,220,690
Balance as at January 1, 2023 110,392,130 $ 90,640,338 $ 15,405,672 $ (41,721,615) $ 1,896,295 $ 66,220,690
Acquisition of Consolidated Uranium 6,15 52,164,727 204,485,730 7,466,673 - - 211,952,403
Shares issued in private placements 15 8,134,500 36,605,250 - - - 36,605,250
Share issue cost, net of tax 15 - (732,375) - - - (732,375)
Shares issued on the exercise of stock options 15 1,862,166 2,661,503 (1,089,698) - - 1,571,805
Shares issued on the exercise of warrants 15 246,622 968,354 (490,110) - - 478,244
Shares issued to settle interest 15 102,833 334,827 - - - 334,827
Share-based payments 15 - - 7,896,284 - - 7,896,284
Loss for the period - - - (18,688,540) - (18,688,540)
Other comprehensive loss for the period 7,13 - - - - (2,618,031) (2,618,031)
Balance as at December 31, 2023 172,902,978 $ 334,963,627 $ 29,188,821 $ (60,410,155) $ (721,736) $ 303,020,557
The accompanying notes are an integral part of the consolidated financial statements
ISOENERGY LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in Canadian Dollars) For the years ended December 31
5
Note 2023 2022
Cash flows used in operating activities
Loss for the period $ (18,688,540) $ (7,374,661)
Items not involving cash:
Share-based compensation 15 6,378,269 7,575,501
Deferred income tax recovery 14 (1,852,143) (1,024,744)
Interest on convertible debentures 13 1,228,251 701,609
Fair value loss/(gain) on convertible debentures 13 9,768,831 (2,921,806)
Loss on disposal of asset 9 251,028 85,386
Depreciation expense 8,20 15,226 -
Interest and accretion 9,374 -
Foreign exchange loss/(gain) 16,782 (168,700)
Changes in non-cash working capital
Accounts receivable (5,302) 83,018
Prepaid expenses 120,639 (60,026)
Accounts payable and accrued liabilities (3,253,342) 161,120
$ (6,010,927) $ (2,943,303)
Cash flows used in investing activities
Cash acquired, net of transaction costs 6 $ 432,783 $ -
Additions to exploration and evaluation assets 9,20 (10,025,350) (8,683,729)
Acquisition of exploration and evaluation assets 9,20 (4,658) (10,249)
Acquisition of marketable securities 7 (4,000,005) -
$ (13,597,230) $ (8,693,978)
Cash flows from financing activities
Shares issued 15 $ 36,605,250 $ 13,027,001
Share issuance cost 15 (1,003,253) (782,821)
Shares issued for warrant exercise 15 478,244 -
Shares issued for option exercise 15 1,571,805 719,891
Convertible debentures
Proceeds on issuance (net) 13 - 5,295,812
Interest 13 (873,383) (504,028)
Lease liability payments 11 (10,903) -
$ 36,767,760 $ 17,755,855
Effects of exchange rate changes on cash (39,141) 177,148
Change in cash $ 17,120,462 $ 6,295,722
Cash, beginning of period 19,912,788 13,617,066
Cash, end of period $ 37,033,250 $ 19,912,788
Supplemental disclosure with respect to cash flows (Note 20)
The accompanying notes are an integral part of the consolidated financial statements
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
6
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, Australia and Argentina. The Company’s registered and records office is located at 2200 HSBC Building, 885 West Georgia Street Vancouver, BC V6C 3E8. The Company’s common shares are listed on the TSX Venture Exchange (the “TSXV”).
The Company holds its mineral interests directly or indirectly through the following wholly owned subsidiaries, all acquired through the merger with Consolidated Uranium Inc. (“Consolidated Uranium”) on December 5, 2023 (Note 6):
• Consolidated Uranium Inc. (Ontario, Canada)
• ICU Australia Pty Ltd. (Australia)
• Management X Pty Ltd. (Australia)
• CUR Australia Pty Ltd. (Australia)
• 2847312 Ontario Inc. (Ontario, Canada)
• 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)
As of December 31, 2023, NexGen Energy Ltd (“NexGen”) holds 33.9% 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, 2023, the Company had accumulated losses of $60,410,155 and working capital of $51,644,330 (working capital is defined as current assets less current liabilities, excluding flow-though share premium liabilities and in-the-money 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 have been prepared using IFRS Accounting 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.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
7
3. BASIS OF PRESENTATION
Statement of Compliance
These consolidated financial statements as at and for the years ended December 31, 2023 and 2022 have been prepared in accordance with IFRS and interpretations of the International Financial Reporting Interpretations Committee.
Basis of Presentation
These consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments which have been measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information. All monetary references expressed in these financial statements are references to Canadian dollar amounts (“$”), unless otherwise noted. These financial statements are presented in Canadian dollars.
These consolidated financial statements of the Company consolidate the accounts of the Company and its subsidiaries. All material intercompany transactions, balances, and unrealized gains and losses from intercompany transactions are eliminated on consolidation.
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 consolidated 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.
Information about significant areas of judgement and estimation uncertainty considered by management in preparing the financial statements are as follows:
i. Impairment
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, if any. With respect to exploration and evaluation assets, 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.
ii. Share-based payments
The Company uses the Black-Scholes option pricing model to determine the fair value of options to calculate share-based payment expenses. 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 involve considerable 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. Refer to Note 15 for further details.
In situations where equity instruments are issued to settle amounts due or for goods or services received by the entity 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.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
8
4. CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS (continued)
iii. Convertible debentures
The Company uses a model based on a system of two coupled Black-Scholes equations to determine the fair value of the convertible debentures. This 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. Refer to Note 13 for further details.
iv. Mineral resource estimates
The figures for mineral resources are determined in accordance with National Instrument 43-101, “Standards of Disclosure for Mineral Projects”, 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.
v. 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.
vi. Income taxes and recoverability of potential deferred tax assets
In assessing the probability of realizing income tax assets recognized, 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.
vii. 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.
viii. 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.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
9
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 consolidated financial statements are prepared 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 and Argentina is United States 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 Income (Loss).
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 Income (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 Income (Loss).
(b) Cash
Cash includes deposits held with banks and which are available on demand or have an initial term of 90 days or less.
(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. General and administrative 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 assets 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.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
10
5. MATERIAL ACCOUNTING POLICIES (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 equipment 5 years straight-line - Office equipment 5 years straight-line
- Right-of-use assets 3-5 years straight-line
- 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.
(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 finance costs.
Changes in reclamation estimates are accounted for prospectively as a change in the corresponding capitalized cost.
(g) Leases
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.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
11
5. MATERIAL ACCOUNTING POLICIES (continued)
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. 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.
(h) 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.
(i) 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.
(j) Share-based payments
The Company’s stock option plan allows Company employees, directors, officers and consultants to acquire common shares of the Company. The fair value of options granted is recognized as a share-based payments expense or capitalized to exploration and evaluation assets with a corresponding increase in equity reserves.
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. The fair value of granted options is measured using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. At each reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest. In situations where equity instruments are issued to settle amounts due or for goods or services received by the Company as consideration which cannot be estimated reliably, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of the amount settled or goods or services received.
(k) 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.
(l) 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.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
12
5. MATERIAL ACCOUNTING POLICIES (continued)
Shares to be issued on existing stock options, warrants and convertible debenture have not been included in the computation of diluted loss per share as to do so would be anti-dilutive. Accordingly, basic and diluted loss per share is the same for the years presented.
(m) 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.
(n) 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).
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. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive (loss) income.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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5. MATERIAL ACCOUNTING POLICIES (continued)
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.
(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 (loss) income.
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.
Future accounting pronouncements:
The following standard has not yet been adopted by the Company and is being evaluated:
Amendments to IAS 1 related to the Classification of Liabilities as Current or Non-Current, as issued in 2020, aim to clarify the requirements on determining whether a liability is current or non-current, and apply retrospectively for annual reporting periods beginning on or after 1 January 2024, with early application permitted. Among other items, the amendments clarify how a company classifies a liability that can be settled in its own shares, e.g., convertible debt.
When a liability includes a counterparty conversion option that involves a transfer of the company’s own equity instruments, the conversion option is recognised as either equity or a liability separately from the host liability under IAS 32 Financial Instruments: Presentation. The IASB has now clarified that when a company classifies the host liability as current or non-current, it can ignore only those conversion options that are recognised as equity. The Company expects that the full balance of its convertible debentures will be classified as current, once the amendments become effective on January 1, 2024.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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6. TRANSACTIONS
Merger with Consolidated Uranium Inc.
On December 5, 2023, the Company and Consolidated Uranium completed a merger pursuant to a definitive arrangement agreement (the “Arrangement”, or the “Merger”) for a share-for-share exchange whereby the Company acquired all of the issued and outstanding common shares of Consolidated Uranium (the “Consolidated Uranium Shares”) not already held by the Company. Pursuant to the Arrangement, Consolidated Uranium shareholders received 0.5 common shares of the Company for each Consolidated Uranium Share held (the “Exchange Ratio”). In aggregate, the Company issued 52,164,727 common shares under the Arrangement.
The Merger created a leading, globally diversified uranium company by combining the Company’s Hurricane uranium deposit and extensive exploration portfolio in the Athabasca Basin, Saskatchewan with Consolidated Uranium’s substantial historical mineral resource base, high-quality, near-term producing uranium mines in Utah, and a strategic portfolio of highly prospective uranium exploration properties in Canada, the United States, Australia and Argentina.
The closing price of the Company’s common shares was $3.92 on the date of issue.
In connection with the Merger, the Company assumed Consolidated Uranium’s obligations pursuant to its outstanding share purchase warrants. As a result, the Company may be obligated to issue up to 1,489,731 common shares of the Company, after taking into account the Exchange Ratio, upon the exercise of warrants, expiring between December 30, 2023 and March 4, 2024 with exercise prices between $1.46 and $3.30 per common share of the Company. The Company also issued 3,273,898 replacement stock options in exchange for outstanding Consolidated Uranium stock options, after taking into account the Exchange Ratio, expiring between December 5, 2024 and January 6, 2028 with exercise prices between $0.59 and $5.10 per common share of the Company. All replacement stock options issued were fully vested at the time of issue.
The consideration paid by the Company has been calculated as follows:
Company’s common shares issued for Consolidated Uranium Shares 52,164,727
Company’s closing share price December 5, 2023 $ 3.92
Total common share consideration $ 204,485,730
Assumption of Consolidated Uranium’s warrant obligations 1,550,797
Company stock options exchanged for Consolidated Uranium stock options 5,915,876
Carrying value of Company’s existing shareholding in Consolidated Uranium 1,836,000
Transaction costs 3,218,698
Total consideration $ 217,007,101
The estimated fair values of the warrants assumed, and options exchanged were determined using the Black-Scholes option pricing model. The following weighted average assumptions were used to estimate the fair value of the warrants assumed and options exchanged:
Warrants Options
Expected stock price volatility 40.76% 54.08%
Expected life in years 0.2 2.6
Risk free interest rate 4.93% 4.29%
Expected dividend yield 0.00% 0.00%
Company common share price $ 3.92 $ 3.92
Exercise price $ 2.97 $ 3.48
Fair value per $ 1.04 $ 1.81
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
15
6. TRANSACTIONS (continued)
The Company has accounted for the Merger as an asset acquisition and the Company allocated the total consideration to the individual assets and liabilities of Consolidated Uranium on December 5, 2023. The allocation of the total consideration was as follows:
Exploration and evaluation assets $ 195,245,636
Land, Property and equipment 15,001,899
Marketable securities 7,787,750
Cash 3,651,481
Environmental bonds 2,594,281
Accounts receivable 764,410
Prepaid expenses 331,532
Accounts payable and accrued liabilities (5,318,213)
Contingent liability (608,518)
Asset retirement obligation (1,923,330)
Lease liability (519,827)
Total net assets acquired $ 217,007,101
The Company assumed an obligation of Consolidated Uranium pursuant to the acquisition of the Ben Lomond project in 2022, to make a payment of $1,050,000 to Mega Uranium Inc. if the future monthly average uranium spot price of uranium exceeds US$100 per pound. This contingent liability was fair valued on December 5, 2023 at $608,518 using a Monte Carlo Simulation model and included in accounts payable and accrued liabilities.
The fair value of the contingent liability increased to $771,848 on December 31, 2023. The assumptions used in the Monte Carlo Simulation model were as follows:
December 31, 2023 December 5, 2023
Expected uranium price volatility 7.67% 7.72%
Expected life (years) 18.4 18.5
Risk free interest rate 3.44% 3.96%
Credit spread 21.81% 22.22%
Uranium price on valuation date (US$ per pound) $ 91.00 $ 81.45
Contingent payment trigger price (US$ per pound) $ 100.00 $ 100.00
Also included in accounts payable and accrued liabilities is a deferred payment obligation of $1,031,025 due and payable to Energy Fuels Inc. related to Consolidated Uranium’s acquisition of the Tony M, Daneros and RIM mines in Utah.
The results of the Company for the year to December 31, 2023 include the results of Consolidated Uranium from December 5, 2023 to December 31, 2023.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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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. Subscription receipts are valued at cost.
Subscription Receipts Common Shares Warrants Total
Balance, January 1, 2022 $ - $ 9,314,985 $ - $ 9,314,985
Change in fair value recorded in Other comprehensive income - (3,540,368) - (3,540,368)
Balance, January 1, 2023 $ - $ 5,774,617 $ - $ 5,774,617
Acquired during the period 2,000,000 1,581,137 418,868 4,000,005
Acquired as part of the Merger (Note 6) - 7,787,750 - 7,787,750
Re-allocated to Consolidated Uranium acquisition cost - (1,836,000) - (1,836,000)
Change in fair value recorded in Other comprehensive income - 1,391,042 (81,724) 1,309,318
Balance, December 31, 2023 $ 2,000,000 $ 14,698,546 $ 337,144 $ 17,035,690
On December 31, 2023, marketable securities consisted of the following securities:
Subscription Receipts Common Shares Warrants
92 Energy Ltd. - 10,755,000 -
Latitude Uranium Inc. - 5,907,600 2,857,150
NexGen - 279,791 -
Premier American Uranium Inc. - 3,910,424 -
Atha Energy Corp. 2,000,000 - -
As at December 31, 2023 the Company’s shareholding in 92 Energy Ltd. (“92 Energy”) represented 10.1% of the outstanding capital of 92 Energy.
The Company held 900,000 Consolidated Uranium shares before completing the Merger (Note 6). On February 22, 2022, Consolidated Uranium completed a transaction pursuant to which it transferred its Moran Lake Project and associated liabilities to Latitude Uranium Inc. (previously Labrador Uranium Inc. “Latitude Uranium”), which trades on the Canadian Securities Exchange, in exchange for 16,000,000 common shares of Latitude Uranium. Consolidated Uranium subsequently distributed the 16,000,000 common shares of Latitude Uranium to its shareholders and the Company received 193,300 Latitude Uranium common shares.
On April 5, 2023, the Company subscribed for 5,714,300 subscription receipts of Latitude Uranium (“Latitude Subscription Receipts”) at a price of $0.35 per Latitude Subscription Receipt for total consideration of $2,000,005. On June 19, 2023, in connection with completion of Latitude Uranium’s acquisition of a 100% interest in the Angilak Uranium Project in Nunavut Territory from ValOre Metals Corp., the Latitude Subscription Receipts were converted into one unit of Latitude Uranium, consisting of one common share of Latitude Uranium and one-half of one common share purchase warrant, exercisable at a price of $0.50 at any time on or before April 5, 2026.
Prior to the Merger, on November 27, 2023, Consolidated Uranium completed a transaction pursuant to which it transferred ownership of eight U.S. Department of Energy leases and certain patented claims located in Colorado to Premier American Uranium Inc. (“Premier American Uranium“) in exchange for 7,753,572 common shares of Premier American Uranium. Consolidated Uranium subsequently distributed 3,876,786 common shares of Premier American Uranium to its shareholders (and retained the remainder) and the Company received 33,638 Premier American Uranium common shares pursuant to this distribution prior to the Merger. Premier American Uranium subsequently listed on the TSXV.
Through the Merger, the Company acquired 279,791 shares of NexGen and 3,876,786 shares of Premier American Uranium retained by Consolidated Uranium (Note 6). As at December 31, 2023 the Company’s shareholding in Premier American Uranium represents 24.8% of the outstanding common shares of Premier American Uranium. When taking into account the 12,000 compressed shares of Premier American Uranium issued and outstanding, each of which is convertible into 1,000 Premier American Uranium common shares, the Company has beneficial ownership and control and direction over 14.1% of Premier American Uranium.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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7. MARKETABLE SECURITES (continued)
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. Each Atha Subscription Receipt entitles the Company to receive one common share of Atha Energy upon the satisfaction of certain escrow release conditions, including the receipt of all necessary approvals relating to Atha Energy’s proposed acquisition of Latitude Uranium announced on December 7, 2023.
The following assumptions were used to estimate the fair value of the Latitude Uranium warrants:
December 31, 2023 June 19, 2023
Expected stock price volatility 114.23% 104.42%
Expected life of warrants (years) 2.3 2.8
Risk free interest rate 3.67% 4.20%
Expected dividend yield 0% 0%
Latitude Uranium share price $ 0.25 $ 0.29
Exercise price $ 0.50 $ 0.50
Fair value per warrant $ 0.12 $ 0.15
8. PROPERTY AND EQUIPMENT
The following is a summary of the carrying values of property and equipment:
Land and buildings
Vehicles and equipment
Right-of-use asset
Leasehold improve- ments Furniture Total
Cost
Balance, January 1, 2022 $ - $ 106,704 $ - $ - $ - $ 106,704
Additions - - - - - -
Balance, December 31, 2022 $ - $ 106,704 $ - $ - $ - $ 106,704
Acquired as part of the Merger 12,554,433 1,795,868 497,263 125,848 28,487 15,001,899
Foreign exchange movement (326,365) (42,416) - - - (368,781)
Balance, December 31, 2023 $12,228,068 $ 1,860,156 $ 497,263 $ 125,848 $ 28,487 $ 14,739,822
Accumulated depreciation
Balance, January 1, 2022 $ - $ 40,155 $ - $ - $ - $ 40,155
Depreciation - 17,622 - - - 17,622
Balance, December 31, 2022 $ - $ 57,777 $ - $ - $ - $ 57,777
Depreciation - 32,214 8,553 2,161 489 43,417
Balance, December 31, 2023 $ - $ 89,991 $ 8,553 $ 2,161 $ 489 $ 101,194
Net book value:
Balance, December 31, 2022 $ - $ 48,927 $ - $ - $ - $ 48,927
Balance, December 31, 2023 $12,228,068 $ 1,770,165 $ 488,710 $ 123,687 $ 27,998 $ 14,638,628
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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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, 2023 December 31, 2022
Acquisition costs:
Acquisition costs, opening $ 35,290,505 $ 35,322,962
Additions 9(a) 167,988 10,249
Acquired as part of the Merger 6 195,245,636 -
Dispositions and derecognition 9(b) (18,985) (42,706)
Foreign exchange movement (3,260,191) -
Acquisition costs, closing $ 227,424,953 $ 35,290,505
Exploration and evaluation costs:
Exploration costs, opening $ 35,875,125 $ 25,632,628
Additions:
Drilling 4,305,836 4,480,515
Geological and geophysical 2,816,357 1,593,079
Camp costs 1,501,728 705,447
Share-based compensation 15 1,518,015 1,831,449
Labour and wages 1,181,557 836,965
Extension of claim deposits/(refunds) (292,083) 470,021
Geochemistry and assays 130,962 190,177
Travel and other 407,313 177,524
Engineering 118,618 -
Disposal and derecognition of assets 9(b) (232,043) (42,680)
Total exploration and evaluation in the period $ 11,456,260 $ 10,242,497
Exploration and evaluation, closing $ 47,331,385 $ 35,875,125
Total costs, closing $ 274,756,338 $ 71,165,630
All claims are subject to minimum expenditure commitments. The Company expects to incur the minimum expenditures to maintain the claims.
(a) Additions
In the year ended December 31, 2023, the Company spent $4,658 to stake several property extensions and two new properties, Ward Creek and Ledge, adding approximately 6,281 hectares of mineral tenure in the Eastern Athabasca.
The fair value of the contingent liability related to the acquisition of the Ben Lomond property (Note 6) increased by $163,330 between December 5, 2023 and December 31, 2023 and the increase in value has been recognized as an increase in the acquisition cost of Ben Lomond.
In the year ended December 31, 2022, the Company spent $10,249 to re-stake a portion of the Cable project, stake several property extensions and one new property, Rapid River, adding approximately 14,817 hectares of mineral tenure in the Eastern Athabasca.
(b) Derecognitions
The Company decided in 2023 to let the claims underlying the Whitewater property lapse and a loss on disposal of $251,028 was recognized on lapsing of the claims.
In September 2022, the Company lapsed all the mineral claims underlying the Cable (a portion of the Cable claims were re-staked in December 2022), Eagle, Horizon, and Whitewater East properties, as well of one of the five Whitewater mineral claims. These claims were lapsed pursuant to the Company’s ongoing property portfolio evaluation process and a loss on disposal of $85,386 was recognized on the lapsing of the claims.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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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.
December 31, 2023
Opening balance, start of period $ -
Acquired as part of the Merger 2,594,281
Foreign exchange movement (52,234)
Balance, December 31, 2023 $ 2,542,047
A provision for environmental rehabilitation was assumed during the Merger 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. The asset retirement obligation is estimated at an undiscounted amount in current year dollars of $1,876,245 to be incurred when reclamation activities are estimated to commence over a period of 8 to 9 years escalated by expected inflation and discounted using risk-free rates varying from 4.20% to 4.32%.
December 31, 2023
Opening balance, start of period $ -
Assumed as part of the Merger 1,923,330
Accretion 5,732
Foreign exchange movement (33,590)
Balance, December 31, 2023 $ 1,895,472
11. LEASE LIABILITIES
The Company assumed an office lease entered into by Consolidated Uranium on January 1, 2023, for lease payments of $13,000 per month until December 31, 2027. The discount rate applied to the lease was 10%. The lease liability assumed during the Merger was $519,827.
December 31, 2023
Opening balance, start of period $ -
Assumed as part of the Merger 519,827
Interest expense 3,642
Payments (10,903)
Balance, December 31, 2023 $ 512,566
Less: Current portion (109,680)
Long-term lease liability $ 402,886
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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12. COMMITMENTS
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 December 6, 2022 for proceeds of $5,029,000 (Note 15) and subsequently incurred $5,029,000 in eligible exploration expenditures in the period to December 31, 2023, 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 premium liability was derecognized.
The flow-through share premium liability for the years ended December 31, is comprised of:
December 31, 2023 December 31, 2022
Balance, opening $ 2,068,785 $ -
Liability incurred on flow-through shares issued - 2,115,000
Settlement of flow-through share liability on expenditures (2,068,785) (46,215)
Balance, closing $ - $ 2,068,785
Contingent payment obligations
The Company assumed Consolidated Uranium’s 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 severance taxes, duties and royalties, the Company’s exploration and evaluation properties are subject to certain royalties, which may nor not be payable in future, depending on whether revenue is derived from the claims or leases to which these royalties are applicable.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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13. 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 carry a coupon (“Interest”) of 8.5% per annum, of which 6% is payable in cash and 2.5% payable in common shares of the Company, over a 5-year term. The coupon on the 2020 Debentures can be reduced to 7.5% per annum on the public dissemination by the Company of an economically positive preliminary economic assessment study, at which point the cash component of the Interest will be reduced to 5% per annum. The principal amount of the 2020 Debentures (converted into Canadian dollars) is convertible into common shares of the Company at QRC’s option at a conversion price (the “Conversion Price”) of $0.88 per share, up to a maximum (the “Maximum Conversion Shares”) of 9,206,311 common shares.
The Company received gross proceeds of $7,902,000 (US$6,000,000) on issuance of the 2020 Debentures. In the year ended December 31, 2023, the Company incurred interest expense of $688,360 (2022: $663,822) on the 2020 Debentures, of which $476,390 was settled in cash (2022: $475,827) and the remainder with the issue of 61,700 common shares of the Company (2022: 63,890).
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 $4.33 per share, up to 1,464,281 Maximum Conversion Shares.
The Company received gross proceeds of $5,459,600 (US$4,000,000) on issuance of the 2022 Debentures. A 3% establishment fee of $163,788 (US$120,000) was paid to QRC in cash on closing. The fair value of the 2022 Debentures on issuance date was determined to be $5,295,812. In the year ended December 31, 2023, the Company incurred interest expense of $539,891 (2022: $37,787) on the 2022 Debentures, of which $396,993 (2022: $28,201) was settled in cash and the remainder with the issue of 41,133 (2022: 3,168) 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 TSXV approval, issuable at a price equal to the 20-day volume-weighted average trading price (“VWAP”) of the Company’s common shares on the TSXV 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 TSXV 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 TSXV 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 August 18, 2023 for the 2020 Debentures and on or prior to December 6, 2025 for the 2022 Debentures, 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.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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13. 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.
Year ended December 31, 2023 2022 Debentures 2020 Debentures Total
Fair value, start of period $ 5,136,560 $ 22,269,401 $ 27,405,961
Change in fair value in the period included in profit and loss 644,999 9,123,832 9,768,831
Change in fair value in the period included in OCI 102,649 170,800 273,449
Fair value, end of period $ 5,884,208 $ 31,564,033 $ 37,448,241
Year ended December 31, 2022 2022 Debentures 2020 Debentures Total
Fair value, balance, start of period $ - $ 25,101,132 $ 25,101,132
Fair value on issuance 5,295,812 - 5,295,812
Change in fair value in the period included in profit and loss (163,006) (2,758,800) (2,921,806)
Change in fair value in the period included in OCI 3,754 (72,931) (69,177)
Fair value, end of period $ 5,136,560 $ 22,269,401 $ 27,405,961
The following assumptions were used to estimate the fair value of the Debentures:
2022 Debentures 2020 Debentures
December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022
Expected stock price volatility 53.00% 52.80% 53.00% 52.80%
Expected life (years) 3.9 4.9 1.6 2.6
Risk free interest rate 3.61% 3.76% 3.44% 4.27%
Expected dividend yield 0.00% 0.00% 0.00% 0.00%
Credit spread 21.81% 23.85% 21.81% 23.85%
Underlying share price of the Company $ 3.69 $ 2.91 $ 3.69 $ 2.91
Conversion price $ 4.33 $ 4.33 $ 0.88 $ 0.88
Exchange rate (C$:US$) 1.3243 1.3554 1.3243 1.3554
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
23
14. INCOME TAXES
A reconciliation of income taxes at statutory rates with the reported income taxes is as follows:
December 31, 2023 December 31, 2022
Loss from operations $ (20,540,683) $ (8,399,405)
Statutory rate 27% 27%
Expected tax recovery $ (5,545,984) $ (2,267,839)
Permanent differences:
Share-based compensation 1,722,133 2,045,385
Convertible debt 2,637,584 (788,888)
Other 85,520 3,143
Release of flow-through share premium liability (note 12) (2,068,785) (46,215)
Flow-through renunciation 1,328,160 29,670
Unrecognized deferred tax assets (10,771) -
Income tax (recovery) expense $ (1,852,143) $ (1,024,744)
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:
December 31, 2023 December 31, 2022
Tax loss carry forwards $ 6,241,436 $ 5,013,950
Financing costs 303,471 208,277
Exploration and evaluation assets (7,142,964) (5,866,765)
Marketable securities (302,767) (301,253)
Property and equipment 86,637 78,882
Deferred tax liabilities $ (814,187) $ (866,909)
As at December 31, 2023, 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, 2023
Canadian tax loss carry forwards $ 286,553
Australian tax loss carry forwards 941,236
US tax loss carry forwards 35,870,094
Marketable securities (621,092)
Property and equipment (504,601)
Capital lease obligations 512,567
Financing costs 1,154,552
Asset retirement obligation 5,676
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
24
14. INCOME TAXES (continued)
Movement in the Company’s deferred tax balance in the year is as follows:
December 31, 2023 Opening Balance
Recognized in Income Tax Expense
Recognized in Shareholders Equity
Recognized in Other Comprehensive Income
Closing Balance
Deferred tax assets: Tax loss carry forwards $ 5,013,950 $ 1,227,486 $ - $ - $ 6,241,436
Financing costs 208,277 (175,684) 270,878 - 303,471
Deferred tax liabilities:
Exploration and evaluation assets (5,866,765) (1,276,199) - - (7,142,964)
Marketable securities (301,253) - - (1,514) (302,767)
Equipment 78,882 7,755 - - 86,637
$ (866,909) $ (216,642) $ 270,878 $ (1,514) $ (814,187)
December 31, 2022 Opening Balance
Recognized in Income Tax Expense
Recognized in Shareholders Equity
Recognized in Other Comprehensive Income
Closing Balance
Deferred tax assets:
Tax loss carry forwards $ 3,857,193 $ 1,156,757 $ - $ - $ 5,013,950
Financing costs 168,318 (171,403) 211,362 - 208,277
Deferred tax liabilities:
Exploration and evaluation assets (5,855,183) (11,582) - - (5,866,765)
Marketable securities (779,203) - - 477,950 (301,253)
Equipment 74,125 4,757 - - 78,882
$ (2,534,750) $ 978,529 $ 211,362 $ 477,950 $ (866,909)
In 2023, a further $2,068,785 income tax recovery was recognized on the settlement of flow-through share liability on expenditures (2022: $46,215), for a total deferred tax recovery of $1,852,143 in the consolidated statement of profit (loss).
The Company has non-capital and other losses of $22,936,710 (2022 - $18,390,466) which expire in 2035-2043. Tax attributes are subject to review, and potential adjustment, by tax authorities.
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.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
25
15. SHARE CAPITAL
Authorized Capital - Unlimited number of common shares with no par value.
Issued
For the year ended December 31, 2023
(a) During the year ended December 31, 2023, the Company issued:
• 1,862,166 common shares on the exercise of stock options for proceeds of $1,571,805. As a result of the exercises, $1,089,698 was reclassified from reserves to share capital;
• 246,622 common shares on the exercise of warrants for proceeds of $478,244. As a result of the exercises, $490,110 was reclassified from reserves to share capital.
• 102,833 common shares to QRC to settle $334,827 of interest expense on the Debentures (see Note 13)
(b) On December 5, 2023, the Company issued 52,164,727 common shares at $3.92 per share for a total of $204,485,730 in connection with the Merger (Note 6).
(c) On December 5, 2023, concurrently with the completion of the Merger, the Company issued 8,134,500 common shares at a price of $4.50 per share for gross proceeds of $36,605,250. This financing was initially closed in escrow on October 19, 2023, with the Company issuing 8,134,500 subscription receipts each entitling the holder to one common share of the Company on the completion of the Merger. Share issuance cost was $732,375, net of tax of $270,878.
For the year ended December 31, 2022
(a) During the year ended December 31, 2022 the Company issued 67,058 common shares to QRC to settle $207,540 of interest expense on the Debentures (see Note 13).
(b) During the year ended December 31, 2022, the Company issued 1,074,500 common shares on the exercise of stock options for proceeds of $719,891. As a result of the exercises, $470,421 was reclassified from reserves to share capital.
(c) On December 6, 2022, the Company issued the following common shares:
• 1,801,802 common shares to NexGen, at a price of $3.33 per share for gross proceeds of $6,000,001.
• 600,000 common shares at a price of $3.33 per share for gross proceeds of $1,998,000.
• 940,000 flow-through common shares, at a price of $5.35 per share for gross proceeds of $5,029,000.
Share issuance costs were $571,459, net of tax of $211,362.
Stock Options
Pursuant to the Company’s stock option 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.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
26
15. SHARE CAPITAL (continued)
Stock option transactions and the number of stock options outstanding on the dates set forth below are summarized as follows:
Number of options
Weighted average exercise price per share
Outstanding January 1, 2022 8,166,667 $ 2.17
Granted 3,572,500 3.51
Cancelled (301,667) 3.39
Expired (6,667) 3.99
Exercised (1,074,500) 0.67
Outstanding December 31, 2022 10,356,333 $ 2.75
Granted 4,467,500 $ 3.50
Replacement options granted to Consolidated Uranium option holders 3,273,898 3.48
Cancelled (280,000) 3.21
Expired (183,334) 3.99
Exercised (1,862,166) 0.84
Outstanding, December 31, 2023 15,772,231 $ 3.32
Number of options exercisable $ 11,762,232 $ 3.25
As at December 31, 2023, the Company has stock options outstanding and exercisable as follows:
Range of exercise prices Number of options
Weighted average exercise price
Number of options exercisable
Weighted average exercise price
Weighted average remaining contractual life (years)
$0.38 - $2.61 3,189,366 $ 1.61 2,341,033 $ 1.24 2.7
$2.62 - $3.11 2,839,336 2.92 2,278,503 2.91 3.0
$3.12 - $3.81 3,286,750 3.44 2,281,750 3.42 3.8
$3.82 - $4.12 2,370,000 3.99 2,370,000 3.99 2.8
$4.13 - $4.54 2,649,571 4.14 1,187,071 4.15 4.5
$4.55 - $5.10 1,437,208 5.00 1,303,875 5.00 2.8
15,772,231 $ 3.32 11,762,232 $ 3.25 3.3
In general, options granted vest 1/3 on the grant date and 1/3 each year thereafter. The replacement options issued to Consolidated Uranium option holders were all vested on the date of issuance.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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15. SHARE CAPITAL (continued)
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, 2023 and 2022:
December 31, 20231 December 31, 2022
Expected stock price volatility 65.17% 92.00%
Expected life of options (years) 5.0 5.0
Risk free interest rate 3.58% 2.99%
Expected dividend yield 0% 0%
Weighted average exercise price $ 3.50 $ 3.51
Weighted average fair value per option granted $ 1.99 $ 2.52
Note 1: Excludes the replacement options granted to Consolidated Uranium option holders. Refer Note 6 for the weighted average assumptions used to estimate the fair value of the replacement options.
The Company has share-based compensation related to options that vested or forfeited in the period. Share-based compensation for the years ended December 31 are as follows:
December 31, 2023 December 31, 2022
Capitalized to exploration and evaluation assets $ 1,518,015 $ 1,831,449
Expensed to the statement of loss and comprehensive loss 6,378,269 7,575,501
$ 7,896,284 $ 9,406,950
Warrants
The Company assumed Consolidated Uranium’s warrant obligations during the Merger and reserved 1,489,731 common shares for issuance on the exercise of these warrants. Warrant transactions and the number of warrants outstanding on the
dates set forth below are summarized as follows:
Number of underlying shares
Weighted average exercise price per share
Outstanding January 1, 2022 and January 1, 2023 - $ -
Consolidated Uranium warrants assumed 1,489,731 2.97
Expired (136,500) 2.20
Exercised (246,622) 1.94
Outstanding, December 31, 2023 1,106,609 $ 3.30
The 1,106,609 warrants outstanding on December 31, 2023 expires on March 4, 2024 and are exercisable at $3.30 per underlying IsoEnergy share.
The Company uses the Black-Scholes option pricing model to calculate the fair value of warrants. 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. Refer to Note 6 for the weighted average assumptions used to estimate the fair values of the warrant obligations assumed from Consolidated Uranium.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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16. RELATED PARTY TRANSACTIONS
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. Certain of the Company’s key management personnel and directors are also directors and/or executives of Latitude Uranium, Premier American Uranium and Green Shift Commodities Ltd. (“Green Shift”), which are also related parties.
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 corporate officers.
Remuneration attributed to key management personnel is summarized as follows:
Year ended December 31, 2023 Short term compensation Share-based compensation Total
Expensed to the statement of income (loss) and comprehensive income (loss) $ 1,070,098 $ 5,313,954 $ 6,384,052
Capitalized to exploration and evaluation assets 332,133 588,999 921,132
$ 1,402,231 $ 5,902,953 $ 7,305,184
Year ended December 31, 2022 Short term compensation Share-based compensation Total
Expensed to the statement of income (loss) and comprehensive income (loss) $ 826,159 $ 6,521,678 $ 7,347,837
Capitalized to exploration and evaluation assets 231,184 384,403 615,587
$ 1,057,343 $ 6,906,081 $ 7,963,424
As of December 31, 2023:
• $52,891 (2022: $17,317) was included in accounts payable and accrued liabilities owing to related companies and directors and officers; and
• $51,899 (2022: Nil) due from related companies was included in accounts receivable.
During the year ended December 31, 2023, the Company:
• reimbursed NexGen $28,997 (2022: $26,710) for use of NexGen’s office space; and
• received $7,044 (2022: Nil) from Latitude Uranium and Green Shift for equipment rentals and as reimbursement for office expenses and salaries.
On December 5, 2023, NexGen’s shareholding in the Company was diluted from 49.3% to 33.6% as a result of the completion of the Merger and NexGen concurrently acquired 3,333,350 of the 8,134,500 common shares of the Company issued pursuant to a private placement to maintain its post-Merger pro-rata interest (Note 15).
On December 6, 2022, NexGen acquired 1,801,802 common shares of the Company pursuant to a private placement to maintain its pro-rata interest (Note 15).
On February 28, 2022, the former Chief Financial Officer resigned and was paid $175,997 in accordance with the terms of her employment contract. This is excluded from the table above for the year ended December 31, 2022.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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17. 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 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.
18. FINANCIAL INSTRUMENTS
The Company’s financial instruments consist of cash, accounts receivable, marketable securities, accounts payable, accrued liabilities, lease liability 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 the change in fair value that is attributable to change in credit risk is presented in other comprehensive income (loss) (Note 13). 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 marketable securities are Level 1 and Level 2.
Financial instrument risk exposure
As at December 31, 2023, 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, 2023, the Company has cash on deposit with large Canadian banks. 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, Australia and Argentina and interest accrued on cash equivalents. Accordingly, the Company does not believe it is subject to significant credit risk.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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18. FINANCIAL INSTRUMENTS (continued)
(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. 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, 2023, the Company had a working capital balance of $51,644,330, including cash of $37,033,250.
(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 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, 2023. 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 accounts payable and accrued liabilities, the Debentures and Australian dollar denominated marketable securities. The Company maintains Canadian, US and Australian dollar bank accounts.
The Company is exposed to foreign exchange risk on its US dollar denominated 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 payable and accrued liabilities, accounts receivable and debt of $1,811,875 that would flow through the consolidated statement of loss and comprehensive income (loss).
The Company is also exposed to foreign exchange risk on its Australian dollar denominated cash, accounts payable and accrued liabilities, accounts receivable and investment in 92 Energy. 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 is the Australian dollar can increase or decrease the value of the Company’s Australian dollar-based cash, accounts payable and accrued liabilities, accounts receivable and marketable securities by $235,712 that would flow through other comprehensive income (loss).
(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.
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
31
19. 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 four countries: Canada, the United States, Australia and Argentina, with the corporate office in Canada. Segmented disclosure and Company-wide information is as follows.
Year ended December 31, 2023 Canada United States Australia Argentina Total
Current assets $ 54,870,978 $ 121,165 $ 204,483 $ 64,583 $ 55,261,209
Property and equipment 821,393 13,734,657 - 82,578 14,638,628
Exploration and evaluation assets 117,493,997 124,891,434 24,828,886 7,542,021 274,756,338
Other non-current assets - 2,126,562 415,485 - 2,542,047
Total assets $ 173,186,368 $ 140,873,818 $ 25,448,854 $ 7,689,182 $ 347,198,222
Total liabilities $ 41,975,945 $ 1,447,617 $ 733,368 $ 20,735 $ 44,177,665
Year ended December 31, 2022 Canada
Current assets $ 25,900,745
Property and equipment 48,927
Exploration and evaluation assets 71,165,630
Total assets $ 97,115,302
Total liabilities $ 30,894,612
Year ended December 31, 2023 Canada United States Australia Argentina Total
Share-based compensation $ 6,378,269 $ - $ - $ - $ 6,378,269
Administrative salaries, contractor and director fees 1,606,388 5,154 9,852 - 1,621,394
Investor relations 540,230 - - - 540,230
Office and administrative 233,529 1,983 1,255 29,893 266,660
Professional and consultant
fees 741,111 - 2,483 - 743,594
Travel 151,641 - 2,158 - 153,799
Public company costs 311,627 - - - 311,627
Total general and administrative expenditure $ 9,962,795 $ 7,137 $ 15,748 $ 29,893 $ 10,015,573
Year ended December 31, 2022 Canada
Share-based compensation $ 7,575,501
Administrative salaries, contractor and director fees 1,412,472
Investor relations 471,317
Office and administrative 215,766
Professional and consultant fees 697,236
Travel 111,853
Public company costs 230,640
Total general and administrative expenditure $ 10,714,785
ISOENERGY LTD. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in Canadian Dollars) FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
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20. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
There was no cash paid for income tax in the years ended December 31, 2023 and 2022.
Non-cash transactions in the years ended December 31, 2023 and 2022 included:
(a) The Company issued 52,164,727 shares in connection with the Merger on December 5, 2023 (Note 6). Cash acquired during the transaction is disclosed net of transaction costs.
(b) A non-cash transaction of $1,518,015 (2022: $1,831,449) related to share-based payments was included in exploration and evaluation assets (Note 15).
(c) Additions to exploration and evaluation assets are presented net of a non-cash increase in accounts payable of $116,747 (2022: a non-cash decrease of $247,623) and depreciation of $28,191 (2022: $17,622) directly related to exploration and evaluation assets.
(d) Acquisitions of exploration and evaluation assets are presented net of a non-cash increase in accounts payable of $163,330 (2022: Nil)
(e) The Company issued 102,833 shares valued at $334,827 (2022: 67,058 shares valued at $207,540) to settle a portion of the interest owing on the Debentures (see Note 13).
21. SUBSEQUENT EVENTS
Flow Through Financing
On February 9, 2024, the Company closed a brokered “bought deal” private placement of 3,680,000 “flow through” common shares at a price of $6.25 per share for gross proceeds of $23 million. The underwriters of the private placement were paid a cash commission equal to 6.0% of the gross proceeds of the financing. The proceeds from the flow-through financing are required to be spent on eligible exploration expenditures by December 31, 2025 and the Company is expected 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, 2024.
Option and Warrant Exercises
Subsequent to December 31, 2023, 526,695 common shares were issued on the exercise of stock options for proceeds of $1,449,776 and 891,752 common shares were issued on the exercise of warrants for proceeds of $2,942,782.