What this ruling covers
The Australian Taxation Office (ATO) has issued Class Ruling CR 2026/44. The ruling sets out the tax treatment for Toro Energy Limited (Toro) shareholders who exchanged their Toro shares for shares in IsoEnergy Ltd on 25 June 2026.
Scrip for scrip rollover
The ruling confirms that eligible shareholders may choose scrip for scrip rollover under the Income Tax Assessment Act 1997 (sections 124-780 and 124-785). Choosing this rollover means any capital gain arising from the share exchange can be deferred rather than taxed immediately.
The ruling applies for the period 1 July 2025 to 30 June 2026.
Eligibility criteria
To qualify for the rollover, the ruling requires that a shareholder:
- was on the Toro share register at 7:00pm AEST on 18 June 2026
- held shares on capital account - not as trading stock or revenue assets
- was an Australian resident, or a non-resident not carrying on a business through a permanent establishment in Australia
- did not acquire their Toro shares under an employee share scheme
Exclusions
The ruling does not apply to anyone subject to the taxation of financial arrangements rules under Division 230. The ruling also describes Excluded Shareholders and Non-Electing Small Shareholders at paragraphs 47 and 50 of the ruling.
Key actions
The ruling sets out the following steps relevant to affected shareholders:
- Shareholders who held Toro shares on 18 June 2026 and received IsoEnergy shares on 25 June 2026 are required to check whether all eligibility criteria in CR 2026/44 are met before electing scrip for scrip rollover on a tax return.
- Where rollover is chosen, the capital gain from the Toro share disposal is disregarded and the cost base of IsoEnergy shares is adjusted accordingly. The ruling indicates this should be confirmed with an accountant or tax agent when preparing the 2025-26 return.
- Where rollover is not chosen, the capital gain or loss is calculated using the market value of the IsoEnergy shares received as at 25 June 2026 as the capital proceeds from the disposal.
- The full ruling, including specific exclusions, is available at https://www.ato.gov.au/law/view/document?docid=CLR/CR202644/NAT/ATO/00001.
This is a plain-English summary for information only, not legal or compliance advice. Always check the official source or consult a qualified professional.