TSX Venture Exchange (TSX-V): BSK
Frankfurt Stock Exchange (FSE): MAL2
OTCQB Venture Market (OTC): BKUCF
VANCOUVER, BC, Feb. 27,
2025 /CNW/ - Blue Sky Uranium Corp.
(TSXV: BSK) (FSE: MAL2) (OTC: BKUCF), ("Blue Sky" or the
"Company") is pleased to announce the initial closing (the
"Initial Closing") of the previously announced earn-in
transaction (the "Transaction") with Abatare Spain, S.L.U.
("COAM"), pursuant to which the Company and its wholly owned
subsidiaries 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 Ivana Minerals S.A.
("JVCO"), subject to the terms and conditions set forth in
the Earn-In Agreement (the "Transaction").
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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 to acquire up to an 80% equity interest
in JVCO by funding the costs and expenditures up to US$160,000,000 to develop and construct the
project to commercial production, subject to the terms and
conditions in the Earn-In Agreement.
As part of the initial stage of the Earn-in Agreement dated
November 29, 2024, COAM contributed
US$650,000, (the "Initial
Amount") and delivered the first Corporate Guarantee for
US$2,350,000, for a combined total of
US$3,000,000, corresponding to the
first year minimum funding commitment.
Both COAM and the Guarantor are part of the Corporación América
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.
Blue Sky President & Chief
Executive Officer Nikolaos Cacos
said: "We are delighted to solidify our joint venture with COAM
and formally set the wheels in motion to unlock the value of
our Ivana deposit. We now have a clear path to development in which
Blue Sky benefits from anti-dilution protection with a free-carry,
keeping 20% participation in the JV until reaching commercial
production. In addition, the call-option agreement adds the
possibility to further increase the resource through exploration in
adjacent properties. The new JV technical committee has now been
established and is set to enact the next phases of work
immediately. We welcome COAM as partner and trust that this
long-term relationship will be mutually beneficial for both
parties' shareholders and for the Uranium industry in Argentina."
Under the Earn-In Agreement, the Company and its wholly owned
subsidiaries Minera Cielo Azul
("MCA") and JVCO granted COAM the sole and exclusive right
(the "Earn-In Right") to acquire up to an 80% indirect
interest in the Property, to be effected by way of an 80% equity
interest in JVCO, subject to the terms of the Earn-In Agreement.
The Earn-In Right is comprised of (i) a right to acquire a 49.9%
interest by funding cumulative expenditures of US$35 million during the initial 36-month period
(the "P&E Earn-In Period") and (ii) upon completion of a
feasibility study, a right to acquire up to an 80% interest 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.
In connection with the Initial Closing:
i. JVCO and MCA entered into a call option
agreement (the "Call Option Agreement") whereby MCA granted
JVCO the exclusive right and option (the "Call Option") to
acquire a 100% 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 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; and
ii. the parties entered into a shareholders'
agreement (the "Shareholders' Agreement") governing the
relationship among the parties in respect of JVCO and the
Property.
Advisors
Blue Sky has engaged ACP Capital Markets LLC ("ACP") and
Southern Cone Partners ("SCP") as joint financial advisors,
Blake, Cassels & Graydon LLP ("Blakes") as Canadian
legal advisor and Alfaro Abogados ("Alfaro") as Argentine
legal advisor in connection with the Transaction.
In connection with the Initial Closing, the Company has agreed
to pay a US$225,000 advisory fee (the
"Initial Fee") to each of ACP and SCP (together, the
"Advisors") pursuant to an amended fee agreement dated
January 7, 2025 (the "Fee
Agreement"). Under the Fee Agreement, in addition to the
Initial Fee, the Company has agreed to pay each Advisor: (i) upon
each subsequent closing during the P&E Earn-In Period (each, a
"P&E Subsequent Closing"), a cash payment equal to 2.50%
of COAM's contributions (including Exploration Contributions (as
defined below)) capitalized at such P&E Subsequent Closing,
provided that such fee shall only apply to aggregate contributions
in excess of US$9,000,000; (ii) a
cash payment equal to 2.50% of COAM's contributions towards
acquiring, exploring, and developing the Exploration Targets
("Exploration Contributions") incurred after the P&E
Earn-In Period and (iii) upon each closing following the P&E
Earn-In Period (each, a "Development Closing"), a cash
payment equal to 1.50% of the contributions (excluding Exploration
Contributions) capitalized by COAM at such Development Closing and
the amount of any disbursements to JVCO pursuant to any debt
financing provided or procured by COAM pursuant to the
Shareholders' Agreement.
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.
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 ACP Capital Markets
ACP Capital Markets is a specialized investment bank and
advisory firm that is focused geographically on Latin
America, India, and North
America, that covers several sectors including Mining &
Metals, Agribusiness, Upstream Energy, Defense/Security,
Telecommunications, and Transportation/Logistics. ACP principally
executes capital markets transactions by raising equity and debt
for middle market issuers, focusing primarily on growth capital as
well as opportunistic special situations transactions. The firm
also has an active M&A/Advisory practice for buyside and sell
side M&A transactions, general advisory as well as providing
valuations including fairness opinions.
About Southern Cone Partners
Southern Cone Partners ("SCP") provides world-class investment
banking advisory services, combining global reach and expertise
with an extensively experienced on-the-ground team in Latin America. We cover and offer services to
a broad range of clients including corporates, financial
institutions, family offices, sovereigns and investors. We provide
financial and strategic advisory to our clients through a broad
spectrum of products, including Mergers & Acquisitions
("M&A"), Structured Financings, Debt Restructurings and
Recapitalizations, Private Capital Raises, Valuation and Capital
Structure Assessment, and International Equity and Debt Capital
Markets, among others.
About Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP delivers tailored legal
solutions to businesses, combining deep industry knowledge, bench
strength and top-tier service.
About Alfaro Abogados
Alfaro-Abogados is an industry-focused business-oriented law
firm founded in 1998 to participate as a player in international
transactions, providing legal advice to local and foreign clients
doing business in Argentina.
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 use of proceeds; the payment of advisory fees;
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 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:
the potential that the transaction documents 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.