TSX Venture Exchange (TSX-V): BSK
Frankfurt Stock Exchange (FSE): MAL2
OTCQB Venture Market (OTC): BKUCF
VANCOUVER,
BC, Dec. 2, 2024 /CNW/ - Blue Sky Uranium
Corp. (TSXV: BSK) (FSE: MAL2) (OTC: BKUCF), ("Blue Sky" or
the "Company") is pleased to announce that the Company has
entered into a definitive earn-in agreement (the "Earn-In
Agreement") dated November 29,
2024, with Abatare Spain, S.L.U. ("COAM") and
ACI Capital S.à r.l, as guarantor (the "Guarantor"),
pursuant to which the Company and its wholly owned subsidiaries
Minera Cielo Azul S.A.
("MCA") and Ivana Minerals S.A. ("JVCO" and together
with MCA and the Company, the "BSK Entities"), have granted
to COAM the sole and exclusive right to acquire up to an 80%
indirect interest in the Ivana Uranium-Vanadium Deposit located in
the Province of Rio Negro,
Argentina (the "Property"),
to be effected by way of an 80% equity interest in JVCO, subject to
the terms and conditions set forth in the Earn-In Agreement (the
"Transaction").
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
US$35 million and (ii) upon
completion of a feasibility study, a right (the "Development
Earn-In Right") to acquire up to an 80% equity interest in JVCO
by funding the costs and expenditures to develop and construct the
project to commercial production, subject to the terms and
conditions in the Earn-In Agreement.
Blue Sky President
& Chief Executive Officer Nikolaos
Cacos said: "Having fleshed out the details of this
landmark agreement in recent months, we now look forward to closing
the transaction which will position Blue Sky and its shareholders
to greatly benefit from advancing the Ivana deposit alongside
member companies of the global energy business of Corporación
América Group, one of the most capable groups in Argentina." He continued,
"The additional call option in the agreement will help fund
exploration at other highly-prospective properties in our
portfolio, clearing a path to make more discoveries, build more
resources and create more value."
Both COAM and the Guarantor are part of the
Corporacion America Group, a conglomerate with diversified
investments across Latin America
and Europe, with significant
stakes in the energy (www.cgc.energy), airport (www.caap.aero),
agribusiness, services, infrastructure, transportation and
technology sectors.
Transaction Documents
Pursuant to the Earn-In Agreement:
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i.
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the BSK Entities
will grant COAM (i) the sole and exclusive right to acquire a 49.9%
equity
interest in JVCO (the "P&E Ownership Interest") and (ii)
upon completion of a NI 43-101
compliant feasibility study, the right (the "Development Earn-In
Right") to acquire up to an
80% equity interest in JVCO, subject to the terms and conditions in
the Earn-In Agreement;
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ii.
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to acquire the P&E
Ownership Interest, COAM must make capital contributions to JVCO
in
the aggregate amount equal to US$35,000,000 within 36 months (the
"P&E Earn-In
Period");
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iii.
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during the P&E
Earn-In Period, unfunded minimum annual commitments are subject
to
annual corporate guarantees;
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iv.
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to exercise the
Development Earn-In Right:
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a.
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COAM must on or before
the expiry of the P&E Earn-In Period, deliver to MCA
a commitment (the "Development Commitment") to develop and
construct the
project to either (i) large-scale commercial production as set out
in the NI 43-101
Feasibility Study (a "Feasibility Decision") or (ii)
small-scale commercial
production, provided it is economics positive as supported by a NI
43-101
Feasibility Study (an "Initial Start Decision");
and
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b.
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the Guarantor must
deliver to JVCO a corporate guarantee (i) in the event
COAM makes an Initial Start Decision, with respect to the costs and
expenses
for development and construction to reach small-scale commercial
production at
the project and (ii) in the event COAM makes a Feasibility
Decision, with respect
to COAM's commitment to contribute the costs and expenses for
development
and construction to reach large-scale commercial production at the
project (the
"Development Feasibility Amount"), in each case, not to
exceed
US$160,000,000, through capital contributions to JVCO;
and
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c.
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upon making the
Development Commitment and delivering the corporate
guarantee, COAM will acquire a 50.1% equity interest in JVCO;
and
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v.
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COAM will acquire an
80% equity interest in JVCO upon the earlier of: (i) making
capital
contributions to JVCO equal to the Development Feasibility Amount
and (ii) the
commencement of large-scale commercial production at the project
(the "Commencement
of Commercial Production (Feasibility)");
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vi.
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until the Commencement
of Commercial Production (Feasibility) (the "Development
Sole
Contribution Period"), JVCO and the project will be funded
(i) by COAM through capital
contributions to JVCO, up to US$160,000,000 and (ii) to the extent
additional funding is
required, through disbursements under debt financing to be provided
or procured by COAM
on arms' length terms to fund JVCO and the Property until the
Commencement of
Commercial Production (Feasibility);
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vii.
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JVCO and MCA will enter
into a call option agreement (the "Call Option
Agreement")
whereby MCA will grant JVCO the exclusive right and option (the
"Call Option") to acquire
100% of MCA's undivided registered and beneficial interest in all
or part of certain
exploration targets owned by MCA (the "Exploration
Targets"), subject to (i) JVCO
incurring minimum annual expenditure amounts at the Exploration
Targets during the six-
year term of the Call Option; (ii) JVCO paying the relevant
exercise price pursuant to the
formula set forth in the Call Option Agreement; and (iii) JVCO
granting MCA a 2.0% royalty
on the Exploration Targets acquired under the Call
Option.
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viii.
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Pursuant to the Earn-In
Agreement, the parties will also enter into a shareholders'
agreement (the "Shareholders' Agreement") that will govern the
relationship among the
parties in respect of JVCO and the Property, including, among
other things:
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a.
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the governance
of JVCO and the management of the Property;
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b.
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the funding
obligations of COAM and MCA in respect to JVCO and the
Property;
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c.
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rights of first offer,
share transfer restrictions, pre-emptive rights and tag-along
rights in respect to the shares of JVCO; and
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d.
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if MCA's equity
interest is diluted to less than 10%, there is an automatic
surrender of MCA's interest in exchange for a 2% royalty on the
Property.
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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 February 2025.
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 February 2025.
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.à r.l,
Abatare Spain, S.L.U., a company constituted in
Spain and ACI Capital S.à r.l, a
company constituted in Luxembourg,
parent of the group controlling the energy business, are part of
the Corporación América Group ("Corporación América").
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 Argentina
for over 60 years. It holds major stakes in the energy, airport,
agribusiness, services, infrastructure, transportation, and
technology sectors, with assets and operations in Argentina and 10 other countries. Its
subsidiary Corporación América Airports S.A. (NYSE:CAAP) has a
current market capitalization of US$3.02
billion.
About Blue Sky Uranium Corp.
Blue Sky Uranium Corp. is a leader in uranium
discovery in Argentina. The
Company's objective is to deliver exceptional returns to
shareholders by rapidly advancing a portfolio of surficial uranium
deposits into low-cost producers, while respecting the environment,
the communities, and the cultures in all the areas in which we
work. Blue Sky has the exclusive right to properties in two
provinces in Argentina. The
Company's flagship Amarillo Grande Project was an in-house
discovery of a new district that has the potential to be both a
leading domestic supplier of uranium to the growing Argentine
market and a new international market supplier. The Company is a
member of the Grosso Group, a resource management group that has
pioneered exploration in Argentina
since 1993.
ON BEHALF OF THE BOARD
"Nikolaos
Cacos"
_______________________________
Nikolaos Cacos, President, CEO and
Director
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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SOURCE Blue Sky Uranium Corp.