TSX Venture Exchange (TSX-V): BSK
Frankfurt Stock Exchange (FSE): MAL2
OTCQB Venture Market (OTC): BKUCF
Under the terms of the Earn-In Agreement, COAM has been granted (i) a right to acquire a 49.9% indirect equity interest in the Property by funding cumulative expenditures of
Blue Sky President & Chief Executive Officer
Both COAM and the Guarantor are part of the Corporacion America Group, a conglomerate with diversified investments across
Transaction Documents
Pursuant to the Earn-In Agreement:
i. Â |
the  BSK Entities will grant COAM (i) the sole and exclusive right to acquire a 49.9% equity  |
ii. |
to acquire the P&E Ownership Interest, COAM must make capital contributions to JVCO in  |
iii. |
during the P&E Earn-In Period, unfunded minimum annual commitments are subject to  |
iv. |
to exercise the Development Earn-In Right: Â Â |
a. |
COAM must on or before the expiry of the P&E Earn-In Period, deliver to MCA Â |
b. |
the Guarantor must deliver to  JVCO a corporate guarantee (i) in the event  |
c. |
upon making the Development Commitment and delivering the corporate  |
v. |
COAM will acquire an 80% equity interest in JVCO upon the earlier of: (i) making capital  |
vi. |
until the Commencement of Commercial Production (Feasibility) (the “Development Sole  |
vii. |
JVCO and MCA will enter into a call option agreement (the “Call Option Agreement“) Â |
viii. |
Pursuant to the Earn-In Agreement, the parties will also enter into a shareholders’ Â |
a. Â |
the governance of  JVCO and the management of the Property;   |
b. Â |
the funding obligations of  COAM and MCA in respect to JVCO and the Property;  |
c. |
rights of first offer, share transfer restrictions, pre-emptive rights and tag-along  |
d. Â |
if MCA’s equity interest is diluted to less than 10%, there is an automatic |
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Transaction Conditions and Timing
The initial closing of the Transaction is subject to the Company: (a) within 120 days following the effective date of the Earn-In Agreement, transferring all of its JVCO common shares to MCA; and (b) obtaining all necessary: (i) regulatory approvals, including, the conditional approval of the TSX Venture Exchange (“TSXV“), and (ii) corporate  approvals, including the approval of the shareholders of the Company, in connection with the transactions contemplated herein. It is anticipated that a special meeting of the Company’s shareholders (the “Special Meeting“) called to consider and approve the Transaction will be held in
Certain finders’ fees may be payable to eligible arm’s length persons in connection with closing the Transaction, subject to compliance with applicable securities laws and the approval of the TSXV.
Full details of the Transaction will be included in the management information circular and related documents (the “Meeting Materials“) to be delivered to the Company’s shareholders in connection with the Special Meeting. The Meeting Materials will also be available on the Company’s website at https://blueskyuranium.com/ and on SEDAR+ under the Company’s profile at www.sedarplus.ca.
The initial closing of the Transaction is anticipated to occur in
Advisors
Blakes, Cassels & Graydon LLP acted as Canadian legal counsel and Alfaro-Abogados SC acted as Argentinian legal counsel to the Company in connection with the Transaction.
About Abatare Spain, S.L.U. and ACI Capital S.àr.l,
Abatare Spain, S.L.U., a company constituted in
Abatare Spain S.L.U. has been involved in several projects related to the energy industry.
Corporación América has developed significant projects and invested in
About Blue Sky Uranium Corp.
Blue Sky Uranium Corp. is a leader in uranium discovery in
ON BEHALF OF THE BOARD
“Nikolaos Cacos”
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking statements and forward-looking information (collectively, the “forward-looking statements“) within the meaning of applicable securities laws. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “will”, “estimates”, “believes”, “intends” “expects” and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements that, other than statements of historical fact, address activities, events or developments the Company believes, expects or anticipates will or may occur in the future, including, without limitation, statements about the closing of the Transaction; the use of proceeds; the strengths, characteristics and potential of the Transaction; the Call Option Agreement and Shareholders’ Agreement; production of uranium products and the success of commercial production at the Property; consummation and timing of the Transaction; JVCO’s holdings of title to the Property; and satisfaction of the conditions precedents are forward-looking statements. Forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements and, even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: failure to receive TSXV approval; failure to satisfy the condition precedents, the potential that the Transaction could be terminated under certain circumstances; the impact of global pandemics; risks and uncertainties related to the ability to obtain, amend, or maintain licenses, permits, or surface rights; risks associated with technical difficulties in connection with mining activities; and the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations. Actual results may differ materially from those currently anticipated in such statements. Readers are encouraged to refer to the Company’s public disclosure documents for a more detailed discussion of factors that may impact expected future results. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
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