The final curtain is about to fall on Toro Energy’s long run as an independent ASX-listed uranium developer after a Federal Court ruling pushed the company’s Canadian takeover to the brink of completion.
The court’s approval of the scheme of arrangement is the last major regulatory hurdle for the takeover, which will see IsoEnergy acquire 100 per cent of Toro.
Toro expects to lodge the court orders with ASIC on 16 June, at which point the scheme becomes effective.
Trading in Toro’s shares is expected to be suspended from the close of trade on the same day. Shareholders on the register at 5pm AWST on 18 June will be entitled to participate in the scheme, with final implementation slated for 25 June.
The takeover was first announced in October last year, with IsoEnergy tabling a scrip-based offer that valued Toro at approximately $74.7M.
Under the deal, Toro shareholders will receive 0.036 IsoEnergy shares for every Toro share they hold, effectively rolling them into a much larger international uranium group.
The move marks the end of a long journey for the company, which spent years advancing its flagship Wiluna project in Western Australia through the highs and lows of the uranium market.
Wiluna is one of Australia’s largest undeveloped uranium projects and a resource base capable of materially bulking up IsoEnergy’s global uranium inventory.
In simple terms, the Canadian company is writing a cheque for more than 112 million pounds of Australian uranium resources, including 78.1 million pounds in the higher-confidence measured and indicated categories.
The Wiluna resource is spread across a suite of deposits including Centipede-Millipede, Lake Way, Lake Maitland, Dawson Hinkler, Nowthanna and Theseus.
The takeover also lands IsoEnergy on the doorstep of a project Toro spent years shepherding through studies, approvals and market cycles.
One of its key assets, Lake Maitland, was the subject of a scoping study that demonstrated potential standalone economics. Japanese powerhouses Japan Australia Uranium and Itochu also hold rights to acquire a 35 per cent interest in Lake Maitland by contributing US$39.6M (A$56M) in funding, linked to future uranium supply.
For IsoEnergy, whose core assets include the world-class Hurricane deposit in Canada’s Athabasca Basin and a suite of US uranium projects, the Toro deal provides a sought-after foothold in Australia.
The Canadian company carries a market capitalisation of more than C$868M (A$868M) and counts NexGen Energy, Energy Fuels and Mega Uranium among its shareholders.
The deal gives IsoEnergy a seat at Australia’s uranium table and a potential development platform in one of the world’s premier mining jurisdictions. At the time the transaction was first announced in October, IsoEnergy also flagged that it would consider a secondary ASX listing after the merger, if appropriate.
IsoEnergy chief executive officer and director Philip Williams said: "The acquisition of Toro Energy marks another important step in advancing IsoEnergy’s strategy to build a globally diversified, development-ready uranium platform. The Wiluna uranium project strengthens our portfolio with a large, previously permitted asset in a top-tier jurisdiction at a time when global nuclear demand is accelerating.”
Rather than taking cash, Toro’s faithful are backing a bigger uranium future. Under the original terms, they are expected to own about 7.1 per cent of the merged entity, retaining exposure to Wiluna alongside IsoEnergy’s broader uranium portfolio.
While the market has known about the deal since last year, today’s court approval makes the acquisition appear all but irreversible, transforming the deal from a signed agreement into a near-done transaction that places Wiluna firmly into Canadian hands and closes the book on Toro’s long chapter as a standalone uranium developer.
The market will now be watching for the scheme’s implementation later this month, any progress towards an ASX listing and how quickly IsoEnergy can put its stamp on Wiluna and unlock the long-term value sitting inside the project’s vast uranium inventory.
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