Blue Sky Announces Definitive Earn-In Agreement to Advance the Ivana Uranium Deposit through Feasibility and then to Commercial Production

Canada NewsWire

VANCOUVER, BC, Dec. 2, 2024

TSX Venture Exchange (TSX-V): BSK

Frankfurt Stock Exchange $(FSE.AU)$: 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:

 
 
i.     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; 
ii.    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"); 
iii.   during the P&E Earn-In Period, unfunded minimum annual 
        commitments are subject to 
        annual corporate guarantees; 
iv.    to exercise the Development Earn-In Right: 
a.     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 
b.     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 
c.     upon making the Development Commitment and delivering 
        the corporate 
        guarantee, COAM will acquire a 50.1% equity interest 
        in JVCO; and 
v.     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)"); 
vi.    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); 
vii.   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. 
viii.  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: 
a.     the governance of JVCO and the management of the Property; 
b.     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 
        rights in respect to the shares of JVCO; and 
d.     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. 
 
 

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. $(CAAP)$ has a current market capitalization of US$3.02 billion.

About Blue Sky Uranium Corp.

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December 02, 2024 07:00 ET (12:00 GMT)