Form SCHEDULE 13D IsoEnergy Ltd. Filed by: NexGen Energy Ltd.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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IsoEnergy Ltd. (Name of Issuer) |
Common Shares, no par value (Title of Class of Securities) |
46500E867 (CUSIP Number) |
Attn: Benjamin Salter NexGen Energy Ltd., 1021 West Hastings Street, Suite 3150 Vancouver, A1, V6E 0C3 (604) 428-4112 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 46500E867 |
| 1 |
Name of reporting person
NexGen Energy Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
16,478,746.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Prior to the date the Issuer became a reporting issuer, the Reporting Person held 15,278,746 shares (31.8%). The Issuer became a reporting issuer on April 25, 2025. On June 24, 2025, the Reporting Person acquired an additional 1,200,000 common shares, in the ordinary course of business, as part of a larger equity offering of 5,121,500 common shares by the Issuer.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, no par value |
| (b) | Name of Issuer:
IsoEnergy Ltd. |
| (c) | Address of Issuer's Principal Executive Offices:
217 Queen Street West, Suite 401, Toronto,
ONTARIO, CANADA
, M5V 0R2. |
| Item 2. | Identity and Background |
| (a) | NexGen Energy Ltd. |
| (b) | 1021 West Hastings Street
Vancouver, British Columbia V6E 0C3 Canada |
| (c) | Mining |
| (d) | No |
| (e) | No |
| (f) | British Columbia, Canada |
| Item 3. | Source and Amount of Funds or Other Consideration |
Working capital | |
| Item 4. | Purpose of Transaction |
Reporting Person previously held 15,278,746 common shares of the Issuer, approximately 31.8% of the Issuer's outstanding shares prior to the date the Issuer became a U.S. reporting Issuer. On June 24, 2025, the Reporting Person purchased an additional 1,200,000 common shares of the Issuer, in the ordinary course of business, at a price of C$10.00 per share, in connection with a larger equity offering of 5,121,500 common shares by the Issuer (which increased the Issuer's total outstanding shares to 53,267,314 common shares). | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 30.9% |
| (b) | 16,478,746 |
| (c) | Issuer private placement offering |
| (d) | N/A |
| (e) | N/A |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None | |
| Item 7. | Material to be Filed as Exhibits. |
None |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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