IsoEnergy and Purepoint Uranium Form Joint Venture Covering Over 98,000 Hectares in the Eastern Athabasca Basin

IsoEnergy Ltd. (TSX: ISO) (OTCQX: ISENF) (“IsoEnergy”) and Purepoint Uranium Group Inc. (TSXV: PTU) (OTCQB: PTUUF) (“Purepoint”) are pleased to announce that they have entered into a contribution agreement in connection with the creation of a joint venture (the “Joint Venture”) for the exploration and development of a portfolio of uranium properties in northern Saskatchewan’s Athabasca Basin.

Both companies will contribute assets from their respective portfolios to the Joint Venture, which will consist of 10 projects covering more than 98,000 hectares in the east side of the Athabasca Basin and will leverage their respective expertise to capitalize on the significant potential of these properties.

Transaction Highlights

• Joint Venture Portfolio – The Joint Venture will be comprised of 10 projects within the eastern Athabasca Basin (Figure 1) including:
  • IsoEnergy’s Geiger, Thorburn Lake, Full Moon, Edge, Collins Bay Extension, North Thorburn, 2Z Lake, and Madison Projects.
  • Purepoint’s Turnor Lake and Red Willow Projects.
• Complementary and Prospective Ground Covering the Larocque Trend with Strong Discovery Potential – The Larocque Trend (“Larocque Trend”), is an important regional structure that hosts the world-class Hurricane deposit and other notable high-grade occurrences, including those on Cameco/Orano’s Dawn Lake joint venture. The trend extends onto the Turnor Lake and Full Moon Projects, positioning the Joint Venture along a proven corridor for uranium mineralization, where further discoveries could be expedited
• Strategic Synergy and Strengthened Positioning through Equity Participation – IsoEnergy will subscribe for $1.0 million in concurrent equity financing of Purepoint. Through this equity stake, IsoEnergy will gain exposure to Purepoint’s other highly prospective exploration projects in the Athabasca Basin, including Hook Lake, which previously intersected an impressive 10 meters at 10.3% U₃O₈. In turn, Purepoint will benefit from IsoEnergy’s financial and technical support, enabling both companies to work collaboratively to accelerate project development and drive long-term success.
• Initial Ownership Structure and Operating Terms – IsoEnergy will initially hold a 60% interest in the Joint Venture, while Purepoint will hold a 40% interest. Each party has the option to adjust this ownership to 50/50 within six months through the exercise of mutually exclusive put/call options. Purepoint will serve as the operator during the exploration phase of the Joint Venture properties. Upon the advancement into the pre-development phase, IsoEnergy will assume operational control of the Joint Venture properties.

Joint Venture Terms
The Joint Venture will be governed by a formal joint venture agreement to be entered into between the companies concurrently with the effective formation of the Joint Venture. Under the agreement:

• IsoEnergy will contribute its Geiger, Thorburn Lake, Full Moon, Edge, Collins Bay, North Thorburn, 2Z Lake, and Madison Projects in exchange for an initial 60% participation interest in the Joint Venture.
• Purepoint will contribute its Turnor Lake and Red Willow Projects in exchange for an initial 40% participation interest in the Joint Venture.
• IsoEnergy will have a put option to sell, and Purepoint will have a call option to acquire, 10% of IsoEnergy’s initial participation interest, increasing Purepoint’s stake to 50% in exchange for 4,000,000 post-Consolidation Purepoint shares (as defined below). This option is exercisable within six months of the Joint Venture’s formation, with the exercise of one option resulting in the expiry of the other. If exercised, both parties will hold equal 50/50 participation interests in the Joint Venture.
• After the put/call option period, IsoEnergy will hold a further option to purchase an additional 1% interest from Purepoint for $2 million, giving IsoEnergy a 51% participation interest and Purepoint a 49% participation interest. This option expires on the earlier of February 28, 2026, or 60 days after a material uranium discovery.
• The ownership interests of each company are subject to standard dilution if a party fails to contribute to approved Joint Venture programs or expenditures. If either party’s interest is reduced to 10% or less, that party will relinquish its entire interest in the Joint Venture in exchange for a 2% net smelter royalty (NSR) on the Joint Venture properties. The remaining party can purchase 1% of the NSR for $2 million.
• If one of the parties seeks to sell its participation interest in the Joint Venture, such party may force the other party to sell its participation interest in the Joint Venture so long as the selling party’s participation interest is equal to 60% or greater.
• Purepoint will act as operator for all Joint Venture properties in the exploration phase, leveraging its extensive expertise and deep understanding of the Athabasca Basin. Once the Joint Venture properties advance to the pre-development stage, IsoEnergy will assume the role of operator.

Purepoint Share Consolidation and Concurrent Financing

In connection with the transaction, Purepoint will consolidate its shares on a 10:1 basis (the “Consolidation”).  Purepoint currently has 500,772,765 common shares issued and outstanding. After giving effect to the Consolidation, Purepoint will have approximately 50,077,277 issued and outstanding post-consolidation common shares. The Consolidation has been approved by the Purepoint Board of Directors and was approved by Purepoint’s shareholders at its Annual General and Special Meeting held on June 4, 2024. The Consolidation remains subject to approval by the TSX Venture Exchange (the “TSXV”).

In conjunction with the Consolidation, Purepoint plans to complete a non-brokered private placement offering of up to 6,666,667 units at a price of $0.30 per unit, for gross proceeds of up to $2,000,000 (the “Concurrent Financing”). Each unit will consist of one post-Consolidation share and one warrant exercisable at $0.40 to acquire one post-Consolidation share for a period of three years. IsoEnergy will subscribe for $1.0 million of this financing, underscoring its commitment to the Joint Venture’s exploration plans. IsoEnergy will be granted the right, for so long as it owns at least 10% of the post-Consolidation shares of Purepoint (on a partially diluted basis), to participate in any future equity financing of Purepoint in order to maintain its pro rata interest in Purepoint. The net proceeds of the Concurrent Financing will be used by Purepoint for general working capital purposes.

The transactions, including the formation of the Joint Venture, the Consolidation, and Concurrent Financing (together the “Transactions”), remains subject to approval by the TSXV. The Joint Venture will take effect following the satisfaction of certain conditions, including but not limited to the completion of the Consolidation, closing of the Concurrent Financing, and receipt of all necessary regulatory approvals, including approval of the TSXV.