Federal Court of Australia

Toro Energy Limited, in the matter of Toro Energy Limited [2026] FCA 643

ORDERS

THE COURT ORDERS THAT:

1.    Pursuant to s 411(1) of the Corporations Act 2001 (Cth) (Act):

(a)    the plaintiff is to convene and hold a meeting (Scheme Meeting) of the holders of its fully paid ordinary shares (Shareholders), other than 'Excluded Shareholders' (as defined in the Scheme (as defined below)), to consider and, if thought fit, agree to (with or without amendment) a scheme of arrangement (Scheme) proposed to be made between the plaintiff and the Shareholders (other than Excluded Shareholders), the terms of which are contained in Annexure C to the Scheme Booklet (a copy of which is contained at Annexure RCH4 to the affidavit of Roger Craig Hawkins made 24 April 2026) (Second Hawkins Affidavit) (Scheme Booklet);

(b)    the Scheme Meeting be held at the Country Women's Association of WA, 1176 Hay Street, West Perth, Western Australia on 9 June 2026 commencing at 10.00 am (AWST).

2.    Subject to these orders, and pursuant to s 1319 of the Act the Scheme Meeting be:

(a)    convened using the notice of Scheme Meeting substantially in the form contained in Annexure E to the Scheme Booklet; and

(b)    convened, held and conducted in accordance with:

(i)    the provisions of Pt 2G.2 of the Act that apply to a meeting of the Shareholders;

(ii)    the provisions of the plaintiff's constitution that apply relating to meetings of Shareholders and that are not inconsistent with Pt 2G.2 of the Act; and

(iii)    the arrangements for attending, participating and voting described in the notice of Scheme Meeting contained in the Scheme Booklet.

3.    Pursuant to s 1319 of the Act, at the Scheme Meeting:

(a)    the Shareholders who are eligible to vote will be those Shareholders (other than Excluded Shareholders) whose names are recorded in the register of members of the plaintiff at 5.00 pm (AWST) on 7 June 2026 (Voting Time);

(b)    two Shareholders, present and entitled to vote, in person or by proxy or power of attorney, shall constitute a quorum;

(c)    each Shareholder, present and entitled to vote, will be entitled to one vote for each fully paid ordinary share in the capital of the plaintiff that the Shareholder is registered as holding at the Voting Time; and

(d)    voting on the resolution to agree to the Scheme is to be conducted by way of poll.

4.    Pursuant to s 1319 of the Act, at the Scheme Meeting:

(a)    Richard Homsany, or, failing him, Michel Marier, be chairperson of the Scheme Meeting; and

(b)    in respect of each Scheme Meeting, the chairperson have the power to adjourn or postpone the meeting in their absolute discretion to such time, date and place that they consider appropriate.

5.    The following documents be approved for distribution to Shareholders:

(a)    the Scheme Booklet which contains the explanatory statement required by s 412(1)(a) of the Act, substantially in the form of Annexure RCH-4 to the Second Hawkins Affidavit (which Scheme Booklet be and is hereby approved for the purposes only of s 411(1) of the Act);

(b)    the proxy form in respect of the Scheme Meeting, substantially in the form at Annexure RH-6 to the affidavit of Richard Homsany made 8 April 2026 (Homsany Affidavit) (Proxy Form); and

(c)    the Opt-In Notice (as defined in the Scheme Booklet), substantially in the form at Annexure RH-3 to the Homsany Affidavit (Opt-In Notice),

each subject to:

(d)    the correction of any typographical or grammatical errors and final typesetting, formatting and page numbering;

(e)    the correction or update of relevant dates or references to (or which are based on) market prices, capital structure and consequential amendments;

(f)    any minor amendments requested or approved by the Australian Securities and Investments Commission (ASIC) for registration under s 412(6) of the Act; and

(g)    any other amendments approved by the Court.

6.    Subject to registration of the Scheme Booklet with ASIC, pursuant to s 412(6) of the Act, the plaintiff convene the Scheme Meeting by dispatching, on or before 7 May 2026, to each Shareholder whose name is recorded in the plaintiff's register of members at 5.00 pm (AWST) on 1 May 2026 (Register Time), the following documents:

(a)    in the case of each Shareholder who has nominated an email address for the purposes of receiving meeting communications from plaintiff (Email Holders), an email substantially in the form at Annexure RH-7 to the Homsany Affidavit with instructions regarding accessing the Scheme Booklet online, requesting an Opt-In Form and lodging their proxy appointment online;

(b)    in the case of each Shareholder who has elected to receive meeting documents from the plaintiff in physical form (Electing Postal Holders), and whose registered address is in Australia, the following documents by pre-paid post to the relevant addresses recorded in the register:

(i)    a letter substantially in the form at Annexure RH-8 to the Homsany Affidavit with instructions regarding the accessing of the Scheme Booklet online, requesting an Opt-In Form and voting at the Scheme Meeting;

(ii)    a copy of the Scheme Booklet;

(iii)    a personalised Proxy Form; and

(iv)    a self-addressed reply-paid envelope for return of completed documents (for use within Australia only),

(together, the Hardcopy Meeting Materials);

(c)    in the case of each Shareholder who has made no election as to the manner in which they receive notice of meeting documents from the plaintiff (Non-Electing Holders), and whose registered address is in Australia, the Hardcopy Meeting Materials, except for the Scheme Booklet, by pre-paid post to the relevant addresses recorded in the register;

(d)    in the case of Electing Postal Holders whose registered address is outside of Australia, the Hardcopy Materials by pre-paid airmail post to the relevant addresses recorded in the register, with the self-addressed envelope not being reply-paid; and

(e)    in the case of Non-Electing Holders whose registered address is outside of Australia, the Hardcopy Materials, except for the Scheme Booklet, by pre-paid airmail post to the relevant addresses recorded in the register with the self-addressed envelope not being reply-paid.

7.    The plaintiff shall not be obliged to send documents in accordance with order 6 to any person who becomes a shareholder of the plaintiff after the Register Time.

8.    Dispatch of the documents referred to above, in accordance with the terms of order 6 above, shall be taken to be sufficient notice of the Scheme Meeting.

9.    A proxy form, appointment of a corporate representative, or power of attorney to act on behalf of a Shareholder in respect of the Scheme Meeting will be valid and effective if, and only if, it is completed and delivered by 10.00 am (AWST) on 7 June 2026.

10.    The plaintiff is to publish an announcement via the Australian Securities Exchange containing the substance of the matters set out in Form 6 of the Federal Court (Corporations) Rules 2000 (Cth) (Rules) by no later than 9 June 2026.

11.    Pursuant to r 1.3 of the Rules, compliance with the following requirements of the Rules is dispensed with:

(a)    r 2.4(1), to the extent that rule requires the affidavit filed with the originating process to state the facts in support of the process;

(b)    r 2.15; and

(c)    r 3.4 and Form 6.

12.    The proceedings be adjourned to 10.15 am (AWST) on 15 June 2026 for the hearing of any application under s 411(4)(b) and, if necessary, s 411(6) of the Act to approve the Scheme.

13.    The plaintiff must lodge an office copy of these orders with ASIC as soon as practicable after they are made.

14.    The plaintiff have liberty to apply upon giving 24 hours' notice to ASIC.

15.    These orders be entered immediately.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

VANDONGEN J:

1    The plaintiff, Toro Energy Limited (Toro), is a uranium development and exploration company whose main asset is the Wiluna Uranium Project in Western Australia. Toro is a public company admitted to the official list of the Australian Securities Exchange conducted by ASX Limited (ASX), where its ordinary shares are quoted for trading.

2    On 13 October 2025, Toro announced to the ASX that it had entered into a scheme implementation deed with IsoEnergy Limited (IsoEnergy), a Canadian company that has a global portfolio of uranium projects and whose shares are listed and posted for trading on the Toronto Stock Exchange and the New York Stock Exchange. The deed provides for the acquisition of Toro by a wholly-owned subsidiary of IsoEnergy, Iso Australia Operations Pty Limited (IsoEnergy Bidco), by way of a scheme of arrangement.

3    About six months later, on 2 April 2026 Toro announced to the ASX that it had agreed with IsoEnergy to amend and restate the scheme implementation deed (SID). The proposed scheme ultimately provides for the acquisition of all Toro shares (other than shares held by, or on behalf of, particular excluded shareholders) by IsoEnergy Bidco (Scheme). Under the SID, Toro and IsoEnergy agreed to implement the Scheme in accordance with the terms of the SID and subject to the satisfaction of certain conditions precedent. If the Scheme is implemented, all the Toro shares of participating Toro shareholders will be transferred to IsoEnergy Bidco in return for the issue by IsoEnergy of 0.036 of a common share in IsoEnergy per Toro share.

4    Toro applied to this Court for orders under s 411 of the Corporations Act 2001 (Cth) that it convene and hold a meeting of the holders of its ordinary shares, other than certain 'Excluded Shareholders', (Toro Shareholders) to consider the Scheme (Scheme Meeting). Toro also applied for directions under s 1319 of the Corporations Act. That application was heard before me on 30 April 2026. At the conclusion of that hearing, I made the orders sought by Toro. These are my reasons for making those orders.

The evidence

5    Toro relied on the following affidavits set out in the headings below.

Affidavit of Roger Craig Hawkins affirmed 2 December 2025 (First Hawkins Affidavit)

6    Mr Hawkins is a solicitor at Cardinals Lawyers and Consultants, the lawyers for Toro in these proceedings. To his affidavit Mr Hawkins annexed various documents, including a copy of the company extract for Toro obtained from the Australian Securities and Investments Commission (ASIC), a copy of Toro's constitution and a copy of the announcement to the ASX on 13 October 2025, which itself included a copy of the SID (in the form in which it then appeared) as well as a copy of the Scheme.

Affidavit of Richard Homsany affirmed 8 April 2026

7    Mr Homsany is the Executive Chairman of Toro. Annexed to Mr Homsany's affidavit was a copy of a draft explanatory statement that Toro proposed be sent to participating Toro Shareholders (Scheme Booklet). Mr Homsany also referred to the fact that copies of the draft Scheme Booklet, the originating process in this matter and the First Hawkins Affidavit were lodged with ASIC on 2 April 2026. Mr Homsany also summarised the proposed Scheme, the various conditions attached to the SID, the extent to which those conditions have been complied with, the way in which unlisted options in Toro and certain performance rights are proposed to be dealt with, the recommendations that have been made by an independent board committee of Toro, and the fact that independent expert reports have been obtained and annexed to the Scheme Booklet.

8    Mr Homsany also referred to various other matters, including:

(1)    the existence of obligations to pay break fees, exclusivity provisions and warranties;

(2)    the conduct of due diligence and verification of the Scheme Booklet;

(3)    the manner in which it is intended that the Scheme Booklet be dispatched to Toro Shareholders;

(4)    the manner in which it is intended that the Scheme Meeting be conducted;

(5)    the existence of a bridging loan provided to Toro by IsoEnergy; and

(6)    the intended method of communicating with Toro Shareholders who have questions about the Scheme.

Affidavit of Roger Craig Hawkins affirmed 24 April 2026 (Second Hawkins Affidavit)

9    In the Second Hawkins Affidavit, it was said that Mr Hawkins had advised ASIC of the time and date for the first court hearing in this matter and that he had provided ASIC with a copy of Mr Homsany's affidavit. Mr Hawkins also attested to the fact that he had provided ASIC with an updated version of the draft Scheme Booklet on 24 April 2026, and he further confirmed that, to the extent any changes had been made to that booklet, they had been verified in accordance with the verification process identified by Mr Homsany in his affidavit.

10    Mr Hawkins also referred to the bridging loan and said that he believed that Toro was then considering drawing down on that loan for an amount that was still to be determined, before or shortly after the first court hearing. However, Mr Hawkins said that Toro did not propose updating the disclosure regarding the bridging loan in the Scheme Booklet.

Affidavit of Philip Williams affirmed 27 April 2026

11    Mr Williams is the Chief Executive Officer and a director of IsoEnergy. In his affidavit, Mr Williams gave evidence about the process undertaken by IsoEnergy to verify certain material statements of fact or opinion contained in the Scheme Booklet, which included the issuance of a verification certificate. Mr Williams also gave evidence about the execution of a deed poll by IsoEnergy and IsoEnergy Bidco in favour of Toro Shareholders, under which IsoEnergy and IsoEnergy Bidco undertook to issue and allot shares in IsoEnergy in accordance with the terms of the Scheme in the event it becomes effective. Finally, Mr Williams opined that, as at the date of his affidavit, there were no matters that caused him to believe that any of the conditions precent in the SID would not be able to be satisfied as the transaction progresses.

Affidavit of Roger Criag Hawkins affirmed 29 April 2026

12    In his final affidavit, Mr Hawkins gave evidence of his further dealings with ASIC, including evidence that the documents filed in these proceedings had been provided to ASIC. Annexed to Mr Hawkins' affidavit were two letters from ASIC dated 29 April 2026. In one of those letters, ASIC advised that it was of the view that, for the purposes of s 411(2)(b) of the Corporations Act, it had been given a reasonable opportunity to examine the terms of the Scheme and the Scheme Booklet, and to make submissions to the Court in relation to the Scheme and the Scheme Booklet. ASIC also advised that it did not propose to appear at the first court hearing to make submissions or intervene to oppose the Scheme.

13    In the second of those two letters, ASIC advised that under reg 5.1.01(1) of the Corporations Regulations 2001 (Cth) (Regulations) it allowed Toro to send the Scheme Booklet under s 412(1) of the Corporations Act to the extent it did not comply with the requirements of para 8302(d) of Pt 3 of Sch 8 of the Regulations in certain respects.

The relevant principles to be applied

14    As Sarah C Derrington J recently observed in Diversified United Investment Limited, in the matter of Diversified United Investment Limited [2026] FCA 371 at [18], citing Insignia Financial Ltd, in the matter of Insignia Financial Ltd [2026] FCA 160 at [24] to [34]; RPMGlobal Holdings Limited, in the matter of RPMGlobal Holdings Limited [2025] FCA 1434 at [25] to [26]; Selfwealth Ltd, in the matter of Selfwealth Ltd [2025] FCA 214 at [20] to [26]; PointsBet Holdings Limited, in the matter of PointsBet Holdings Limited [2025] FCA 463 at [15]; CW Group Holdings Limited, in the matter of CW Group Holdings Limited [2024] FCA 1471 at [24]; Rex Minerals Limited, in the matter of Rex Minerals Limited [2024] FCA 1051 at [21] to [27]; and The Reject Shop Limited, in the matter of The Reject Shop Limited [2025] FCA 522 at [14], the principles that apply in the context of an application to convene a scheme meeting are well known and have been summarised in a number of recent decisions of this Court.

15    I gratefully adopt O'Bryan J's summary of those principles in Rex Minerals at [21] to [27]:

Part 5.1 of the [Corporations Act] provides a procedure whereby an arrangement between a company and its members can be made binding on all members. Section 411 is the principal provision. The procedure involves three main steps:

(a)     an application to the Court for an order to convene a scheme meeting (s 411(1));

(b)     if such an order is made, the convening of such a meeting at which a resolution to agree to the scheme is considered (s 411(4)(a)); and

(c)     if the resolution is passed by the necessary majorities, an application to the Court for an order approving the scheme (ss 411(4)(b) and 411(6)).

The present application concerns the first stage, being an application to the Court for an order to convene the Scheme Meeting. Section 411 of the [Corporations Act] confers a discretion on the Court to make an order convening the Scheme Meeting if certain statutory conditions are met, namely:

(a)     an arrangement is proposed between a Pt 5.1 body and its members (or any class of them (s 411(1));

(b)    an application for the order is made in a summary way by that body (s 411(1));

(c)     14 days' notice of the hearing of the application has been given to ASIC (or such lesser period as the Court or ASIC permits) (s 411(2)(a)); and

(d)     the Court is satisfied that ASIC has had a reasonable opportunity to:

(i)     examine the terms of the proposed arrangement to which the application relates and a draft explanatory statement relating to the proposed arrangement; and

(ii)     make submissions to the Court in relation to the proposed arrangement and the draft explanatory statement required by s 412 (ss 411(2)(b) and 411(3)).

In addition to these requirements of s 411, the procedure is regulated by s 412 of the Act and reg 5.1.01 and Sch 8 to the Corporations Regulations 2001 (Cth) (Regulations), and by the Federal Court (Corporations) Rules 2000 (Cth) (Rules). The Regulations and the Rules prescribe certain information which is required to be sent to the members about the Scheme.

The principles which apply to the exercise of the Court's discretion at this first stage are well-known. In Re Amcor Ltd [2019] FCA 346 (Amcor), Beach J described the Court's role at the first court hearing as follows (at [47], emphasis in original):

'My function on an application to order the convening of a meeting is supervisory. At this stage I should generally confine myself to ensuring that certain procedural and substantive requirements have been met including dealing with adequate disclosure, with limited consideration of issues of fairness. But having said that, it is appropriate to consider the merits or fairness of a proposed scheme at the convening hearing if the issue is such as would unquestionably lead to a refusal to approve a proposed scheme at the approval hearing, that is, the proposed scheme appears now to be on its face "so blatantly unfair or otherwise inappropriate that it should be stopped in its tracks before going any further" (Re Foundation Healthcare Ltd [2002] FCA 742; (2002) 42 ACSR 252 at [44] per French J).'

It is not the Court's role to usurp the shareholders' decision whether to agree to a scheme. The question whether or not to accept particular consideration for shares is quintessentially a commercial matter for the members to assess, and they ought not be prevented from having the opportunity to do so, provided that the Court can be satisfied that they are acting on sufficient information and with time to consider what they are voting on: Crown Resorts Ltd, Re Crown Resorts Ltd [2022] FCA 367 at [27], citing Amcor at [50] and Re ACM Gold Ltd (1992) 34 FCR 530 at 534.

Therefore, if the arrangement is one that seems fit for consideration by the meeting of members, and is a commercial proposition likely to gain the Court's approval if passed by the necessary majorities, then orders should be made to convene the meeting: Re Foundation Healthcare Ltd [2002] FCA 742; 42 ACSR 252 (Foundation Healthcare) at [36].

In summary, the Court's task at the first court hearing is to assess first, whether the statutory prerequisites to the making of orders convening a meeting have been met and second, whether it is appropriate for the Court to exercise its discretion in favour of making those orders. Each of those matters is considered in turn.

(original emphasis)

16    I will first deal with the statutory conditions for the exercise of the discretion in s 411 of the Corporations Act.

Have the statutory prerequisites been satisfied?

17    At the conclusion of the hearing that took place before me on 30 April 2026, and having had the benefit of counsel's helpful and detailed written submissions supplemented by his oral submissions, I was satisfied for the following reasons that the relevant statutory conditions to make an order under s 411(1) of the Corporations Act were met.

Is there an arrangement proposed between a Pt 5.1 body and its members or any class of them?

18    Based on the evidence before the Court, I was satisfied that Toro is a 'Part 5.1 body', as defined in s 9 of the Corporations Act as it is a company registered under that Act, and I was further satisfied that the Scheme is an arrangement between Toro and its members. I also accepted that no class issues arose on the evidence before me.

Has an application for the order been made by Toro in a summary way?

19    Toro made an application to the Court in a summary way under s 411(1) of the Corporations Act by way of originating process filed on 3 December 2025.

Has 14 days' notice of the hearing of the application been given to ASIC?

20    According to the Second Hawkins Affidavit, ASIC was notified of the hearing on 10 April 2026. In a letter dated 29 April 2026, ASIC informed the directors of Toro that this requirement had been satisfied.

Has ASIC had a reasonable opportunity to: (a) examine the terms of the proposed arrangement to which the application relates and a draft explanatory statement relating to the proposed arrangement; and (b) make submissions to the Court in relation to the proposed arrangement and the draft explanatory statement required by s 412?

21    In the same letter referred to at [20] of these reasons, ASIC advised the directors of Toro that it had been accorded a reasonable opportunity to examine the terms of the Scheme and the draft Scheme Booklet, and to make submissions to the Court in relation to those matters. I was independently satisfied that ASIC had been given such reasonable opportunity.

Has there been compliance with the relevant procedural requirements under the Federal Court (Corporations) Rules 2000 (Cth)?

22    I was satisfied that the relevant procedural requirements under the Federal Court (Corporations) Rules 2000 (Cth) (Rules) had been complied with.

23    A record of a search of the records maintained by ASIC in relation to Toro, that was carried out no earlier than seven days before the originating process in this matter was filed, was annexed to the First Hawkins Affidavit as required by r 2.4(2) of the Rules.

24    Before the hearing Toro filed the affidavit of Mr Homsany in which he said that he had been nominated to be the chairperson of the scheme meetings, as required by r 3.2. According to Mr Homsany's affidavit, if the Court were to make orders requiring Toro to convene the Scheme Meeting, Mr Homsany was willing, and consented, to act as the chairperson of the Scheme Meeting and any adjournment of the Scheme Meeting. Further, Mr Michel Marier was nominated to be an alternate chairperson, and he had informed Mr Homsany that he was willing, and consented, to act in that position. Mr Homsany's affidavit also stated that neither he nor Mr Marier had any previous relationship or dealing with Toro, or with any other person interested in the Scheme, except as disclosed in that affidavit. The affidavit also evidenced that Mr Homsany and Mr Marier had no interest or obligation that may have given rise to a conflict of interest or duty if either of them were to act as chairperson of the Scheme Meeting, except as disclosed in that affidavit.

25    Rule 3.3(1) relevantly requires that an order made under s 411(1) of the Corporations Act set out in a schedule, or otherwise identify, a copy of the proposed arrangement. The orders I made on 30 April 2026 complied with that requirement by identifying that a copy of the Scheme was attached to the Second Hawkins Affidavit.

26    Toro sought, and was granted, dispensation from compliance with rr 2.4(1) and 3.4 of the Rules, which was appropriate and consistent with this Court's GPN-SOA - Schemes of Arrangement Practice Note (Practice Note). As was noted by Sarah C Derrington J in The Reject Shop at [59], this approach in relation to dispensation from r 3.4 has been adopted in several recent cases before this Court.

27    Toro also sought dispensation from compliance with r 2.15, which applies Div 75 of the Insolvency Practice Schedule (Corporations) (being Sch 2 to the Corporations Act) and Div 75 of the Insolvency Practice Rules (Corporations) 2016 (Cth) to meetings ordered by the Court, subject to the Corporations Act, the Rules and any direction of the Court. Such dispensation was appropriate as the various matters covered by those provisions were addressed by other orders made by the Court on 30 April 2026.

28    Having dealt with the statutory procedural requirements, I will now explain why I considered that it was appropriate that the Court exercise its discretion in favour of making the orders that were sought.

Should the Court exercise its discretion in favour of making the orders sought?

29    In Rex Minerals at [35], O'Bryan J said that the relevant discretionary consideration involved two main questions: (a) whether the members will be properly informed as to the nature of the scheme; and (b) whether the scheme is fit for consideration by the members.

Will the members of Toro be properly informed?

30    In Re Wesfarmers Ltd; Ex parte Wesfarmers Ltd [2018] WASC 308 at [54] to [55], Vaughan J (as his Honour then was) made the following observations in relation to the standard of disclosure that is required of an explanatory statement for the purposes of s 411(1) of the Corporations Act:

(1)    The emphasis is on ensuring full disclosure so that the members are properly informed in their consideration of the proposed scheme. This means that the explanatory statement must provide proper disclosure in conformance with ss 411(3) and 412 of the Corporations Act.

(2)    What is required is a statement of all of the main facts that will enable shareholders to exercise their judgment on the proposed scheme.

(3)    The court is also concerned with the notion of a fair picture being presented; there should not be an unbalanced presentation. The expectation is one of forthrightness. Cards must be placed on the table.

(4)    The court must be satisfied, at least to a prima facie level, that there has been proper disclosure with nothing misleading or deceptive in any material sense.

(5)    In each case, the extent of disclosure required is a question of fact and degree that depends on the nature of the scheme and the context in which the scheme is advanced for consideration. This must be considered in a practical and commercially realistic way, having regard to the complexity of the proposed scheme.

(6)    In any large or complex proposed scheme of arrangement there is a balance to be struck. An insufficiency of information may mean that members are not properly informed. Too much information may mean that the disclosure is unintelligible or incomprehensible.

31    For the purposes of ss 411(3) and 412(1) of the Corporations Act, I was satisfied of the following matters:

(1)    section 3 of the draft Scheme Booklet explained the effect of the proposed Scheme; and

(2)    section 11 of the draft Scheme Booklet disclosed the material interests of the directors of Toro and the effect on those interests of the proposed Scheme, so far as it is different from the effect on the like interests of other persons.

32    Having regard to the 'disclosure checklist' that was helpfully annexed to the plaintiff's written submissions, I was also satisfied that the information prescribed by reg 5.1.01 and Sch 8 of the Regulations was set out in the draft Scheme Booklet.

33    I was further satisfied that the whole of the draft Scheme Booklet discloses other information that is material to a relevant shareholder deciding whether or not to agree to the proposed Scheme, as confirmed by sections 6.22 and 11.10 of the booklet. In that regard, I accepted the submission made on behalf of Toro that the draft Scheme Booklet strikes an acceptable balance between sufficiency of information and overwhelming information resulting in a loss of intelligibility or comprehensibility.

34    I also note that there is evidence that appropriate information verification processes were undertaken by both Toro and IsoEnergy, as required by para 3(g) of the Practice Note. Further, a draft expert report was annexed to the draft Scheme Booklet. That report was to the effect that the terms of the proposed Scheme are fair and reasonable and, in the absence of a superior proposal, is therefore in the best interests of Toro Shareholders. That report asserts that it was prepared in accordance with relevant ASIC regulatory guides, and it was supported by a draft independent technical assessment report.

35    Finally, the 'Important Notices' section that appears at the beginning of the draft Scheme Booklet included a notice required by the Practice Note. The notice is to the effect that the fact that the Court has ordered that a meeting be convened and has approved the draft Scheme Booklet does not mean that the Court has formed any view as to the merits of the proposed scheme or as to how members should vote or that the Court has prepared, or is responsible for the contents of, the Scheme Booklet.

36    Where the Court is satisfied that the statutory disclosure requirements are met, it will ordinarily be satisfied that the information to be provided to shareholders is adequate for the purposes of the exercise of the Court's discretion to convene a scheme meeting: The Reject Shop at [49]. For the reasons I have just explained, I was satisfied that the members of Toro will be properly informed.

Are the schemes fit for consideration by Toro's Shareholders and option holders?

37    As was submitted on behalf of Toro, the Scheme is a standard share acquisition members' scheme. If the conditions precedent to the proposed Scheme are satisfied or waived, the Scheme will be implemented as follows:

(1)    on or before the 'Implementation Date' (as defined in the SID) which at the time of the hearing was expected to be 25 June 2026, IsoEnergy will issue to Toro Shareholders 0.036 of a new common IsoEnergy share for each Toro share (Scheme Consideration), other than certain 'Excluded Shareholders' (which includes IsoEnergy itself);

(2)    subject to the provision of the Scheme Consideration by IsoEnergy, all Toro shares (other than those held by Excluded Shareholders) will be transferred to IsoEnergy Bidco, IsoEnergy Bidco will be beneficially entitled to the Toro shares and IsoEnergy Bidco will be appointed as each Toro Shareholder's attorney in respect of their Toro shares pending registration of the transfer; and

(3)    'Ineligible Foreign Shareholders' (as defined in the Scheme) and 'Non-Electing Small Shareholders' (as defined in the Scheme, being small Toro Shareholders who do not elect to receive IsoEnergy shares) will not receive the Scheme Consideration, and the IsoEnergy shares that they would have received will be issued to a sale agent and sold under a standard sale facility, with the net proceeds remitted to them.

38    Following implementation of the proposed Scheme, Toro will become a wholly-owned subsidiary of IsoEnergy and will be delisted from the ASX.

39    I was satisfied that none of the terms of the Scheme would give rise to a potential for prejudice or unfairness to be caused to the Toro Shareholders in connection with their consideration of the Scheme or its implementation: Rex Minerals at [37].

40    Consistent with Toro's obligations in the context of an ex parte application, as highlighted in para 7 of the Practice Note, counsel drew the Court's attention to the following matters:

Toro options

41    As at 8 April 2026, Toro had 4,400,000 unlisted options on issue with an exercise price of $1.6675 and an expiry date of 11 January 2027. Under the SID it is a condition precedent to the Scheme that, before 8.00 am on the date of the second court hearing, each holder has either exercised their options or has entered into a deed agreeing to cancel their options. Toro has agreed the form of a cancellation deed with IsoEnergy, although none had been entered into at the time of the hearing. The cancellation deed provides that, to the extent that any options have not been exercised by the 'Implementation Date', the relevant holder agrees that they will be cancelled at a cash price of $0.079 per option.

42    The details relating to the proposed treatment of Toro options are set out in section 3.10 of the draft Scheme Booklet.

Toro performance rights

43    Toro also had 8,125,000 performance rights on issue as at 8 April 2026. Pursuant to the SID, Toro must ensure that all unvested performance rights automatically vest in accordance with their terms. Toro's board has exercised its discretion, under the terms of the Toro performance rights, to vest all of the rights into Toro shares, subject to the Court's approval of the Scheme, which shares will then participate in the Scheme.

44    The proposed treatment of the performance rights is disclosed in section 3.11 of the draft Scheme Booklet.

Directors' recommendations

45    The two independent Toro directors both made recommendations that Toro Shareholders vote in favour of the Scheme, subject to no superior proposal emerging and the independent expert continuing to conclude that the Scheme is in the best interests of Toro Shareholders. The remaining director of Toro abstained from making a recommendation because he is also the Chairperson of IsoEnergy.

46    I was satisfied that the directors' interests and benefits in connection with the proposed Scheme were appropriately disclosed in the draft Scheme Booklet. I also accepted the submission made on behalf of Toro that none of these interests and benefits are out of the ordinary or excessive or extravagant, and that their financial benefits largely align with the interests of Toro Shareholders. Further, the payments that may be made to the directors as a result of their loss of office or termination of consultancy arrangements will be paid for that reason, and not as an incentive linked to the Scheme.

47    Counsel properly drew the Court's attention to a specific disclosure made in section 11.1 of the draft Scheme Booklet regarding the shares in Toro that are controlled by Mega Uranium Ltd (Mega Uranium). The Toro director who is also the Chairman of IsoEnergy is the President and Chief Executive Officer of Mega Uranium. Further, Mr Homsany is a director of Mega Redport Pty Ltd (Mega Redport), which is wholly owned and controlled by Mega Uranium, and is the Executive Vice President, Australia for Mega Uranium.

48    I accepted that, although Mega Uranium and Mega Redport has given a voting intention statement in support of the Scheme, neither director had a relevant interest in the shares held by Mega Uranium or Mega Redport and that they are not a party to any agreement with either entity in connection with or conditional on the Scheme.

Break fees

49    The SID provides that Toro is to pay a break fee of $700,000 to IsoEnergy and that IsoEnergy is to pay a reverse break fee in the same amount to Toro. Those break fees are disclosed in the draft Scheme Booklet. As was submitted on behalf of Toro, the break fees are in amounts that are consistent with the guideline in the Takeovers Panel's Guidance Note 7 - Deal protection as to what is considered 'reasonable', and did not give rise to concern that they will have an adverse impact on the market for control of Toro.

50    The break fees are not framed so as to coerce Toro Shareholders into agreeing to the Scheme, and are not payable merely because the Shareholders fail to approve the Scheme: The Reject Shop at [37].

Exclusivity provisions

51    The Court's attention was drawn to the fact that the SID contains exclusivity provisions in respect of Toro in the form of 'cessation of existing discussions', 'no shop', 'no talk', 'no due diligence', 'notice of approach' and 'matching right' provisions. Those provisions are disclosed in the draft Scheme Booklet.

52    It was submitted, and I accepted, that the exclusivity provisions are in a conventional form, contain the usual fiduciary carve-outs and matching right provisions, and have been accepted in the context of other schemes of arrangement.

Performance risk

53    Because IsoEnergy and IsoEnergy Bidco are not bound directly by the Scheme, it is important to ensure that those entities are bound to perform the actions attributed to them under the Scheme and that their obligations are able to be enforced: The Reject Shop at [34]. In order to ameliorate that risk, IsoEnergy and IsoEnergy Bidco have executed a deed poll in respect of the proposed Scheme. Under the deed poll, IsoEnergy and IsoEnergy Bidco have irrevocably submitted to the non-exclusive jurisdiction of courts in Western Australia in relation to that deed poll. They have also covenanted in favour of Toro Shareholders that they will comply with their obligations under the Scheme.

54    To further ameliorate the risk and address performance risk in a standard manner, the terms of the proposed Scheme provide that Toro Shareholders are to receive their Scheme Consideration before the transfer of their shares.

Deemed warranties

55    It was submitted, and I accepted, that the proposed Scheme contains standard 'deemed warranty' provisions under which each scheme participant is taken to have warranted to Toro, IsoEnergy and IsoEnergy Bidco that all of their shares in Toro that are transferred under the Scheme are fully paid and free from encumbrances, and that they have the power and capacity to sell and transfer those shares. Such provisions are not objectionable provided that the attention of scheme shareholders has been drawn to them: Atlassian Corporation Pty Limited, in the matter of Atlassian Corporation Pty Limited [2013] FCA 1451 at [36].

56    The warranties are disclosed in the draft Scheme Booklet.

Bridging loan

57    The Court was also informed that Toro and IsoEnergy have entered into an agreement under which IsoEnergy has made a $2 million unsecured bridging loan available to Toro to provide Toro with working capital until implementation of the Scheme. As at 8 April 2026, Toro had not drawn down on the loan. However, as at 24 April 2026, Toro intended to draw down around $700,000.

58    It was submitted, and I accepted, that the terms of the loan will not prevent the free consideration of the proposed Scheme by Toro Shareholders. In particular, I was satisfied that the terms of the loan did not operate as a de facto 'lock-up device', they had been disclosed in the draft Scheme Booklet, and the independent expert who considered the terms of the loan had not expressed any concerns.

59    In all of the circumstances to which I have referred, at the conclusion of the hearing I was satisfied that the Scheme was fit for consideration by the members of Toro.

United States' and Canadian securities law exemptions

60    I note that IsoEnergy ultimately intends to rely on the Court's approval of the Scheme for the purpose of qualifying for the exemption under s 3(a)(10) of the Securities Act of 1933 (USA) from registration requirements in connection with the issue and exchange of the Scheme Consideration, and for the purpose of qualifying for the exemption from the prospectus requirements of s 2.11 of the harmonised Canadian National Instrument 45-106 in connection with the implementation of, and provision of consideration under, the Scheme. However, Toro intends addressing those exemptions at the second court hearing and so nothing further need be said about this issue at this stage.

Should the Court's discretion be exercised in favour of making the orders sought?

61    After considering all of the matters to which I was referred, at the conclusion of the hearing I was satisfied that if the Scheme achieves the statutory majorities at the Scheme Meeting, then the Court would be likely to approve the Scheme. I was also satisfied that the Toro Shareholders who will be asked to consider whether to approve the Scheme will be adequately informed. On that basis I was satisfied that it was appropriate for the Court to exercise the discretion to make the orders sought convening the Scheme Meeting to enable the Scheme to be considered by relevant Toro Shareholders.

Directions for the Scheme Meeting

62    At the hearing, I made various directions pursuant to s 1319 of the Corporations Act concerning the convening, holding and conduct of the Scheme Meeting. I also made orders for the dispatch of the Scheme Booklet and related materials having regard to the evidence of Mr Homsany which, as required by para 3(i) of the Practice Note, specified the manner of dispatch of the Scheme Booklet and other relevant material to Toro Shareholders by electronic and postal means. The Court's attention was also drawn to the nature of Toro's proposed communications with Toro Shareholders before the Scheme Meeting, which is consistent with what is required by para 3(k) of the Practice Note.

Associate:

Dated:    25 May 2026