Blue Sky Uranium Corp. and Windstorm Resources Inc. Announce Signing of Arrangement Agreement Blue Sky Uranium Corp. [TSX‐V: BSK, FRA: MAL (WKN: AOMKXP)] (“Blue Sky”) and Windstorm Resources Inc.
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Not for distribution in the United States or to U.S. newswire services
NEWS RELEASE – May 23, 2012
Blue Sky Uranium Corp. and Windstorm Resources Inc. Announce Signing of Arrangement Agreement
Blue Sky Uranium Corp. [TSX‐V: BSK, FRA: MAL (WKN: AOMKXP)] (“Blue Sky”) and Windstorm Resources Inc. [TSX‐V: WSR, FRA: 4WE (WKN: A1H700)] (“Windstorm”) are pleased to announce, further to the joint news release dated April 27, 2012, the signing of an arrangement agreement dated May 22, 2012 (the “Arrangement Agreement”) that provides for a business combination of the two companies (the "Transaction"). The proposed structure of the Transaction involves a plan of arrangement whereby Blue Sky will acquire from the shareholders of Windstorm 100% of the outstanding common shares of Windstorm in exchange for 8,000,025 common shares of Blue Sky, and Windstorm will as a result become a wholly‐owned subsidiary of Blue Sky. The resulting company will have the name of Blue Sky Uranium Corp.
Transaction Terms
The Arrangement Agreement provides that, at the closing of the Transaction, Blue Sky will issue to each shareholder of Windstorm 0.38868 of a common share in the capital of Blue Sky in exchange for each Windstorm common share held by such shareholder (the “Share Exchange Ratio”). This Share Exchange Ratio represents an increase of approximately 33% to the share exchange ratio of 0.29151 initially agreed to in the letter of intent dated April 26, 2012 between the parties. Based on the 20,582,550 common shares of Windstorm outstanding on the date hereof, Windstorm shareholders would receive 8,000,025 common shares of Blue Sky under the Transaction, representing approximately 48% of Blue Sky's outstanding shares on completion of the Transaction (based on Blue Sky's 8,701,989 outstanding common shares on the date hereof) so that Blue Sky’s outstanding common shares, post‐Transaction, will be 16,702,014 common shares. The holders of outstanding stock options and warrants of Windstorm will be entitled to receive equivalent stock options and warrants of Blue Sky as adjusted by the Share Exchange Ratio.
A copy of the Arrangement Agreement has been filed on SEDAR (www.sedar.com).
Windstorm Board Approval and Fairness Opinion
The approval of Windstorm shareholders will be required as a condition to completing the Transaction. Shareholders will be asked to approve the Transaction at a special meeting (the "Meeting") to be held on June 28, 2012. Based on a number of factors, including receipt of a fairness opinion from Ross Glanville & Associates Ltd. that the Transaction is fair, from a financial point of view, to Windstorm’s shareholders (subject to the assumptions and qualifications set out in the fairness opinion), the Board of Directors of Windstorm, on the recommendation of its independent committee of directors, determined that the Transaction is in the best interests of Windstorm and recommends that Windstorm shareholders vote in favour of approving the Transaction at the Meeting. Windstorm shareholders are referred to the information circular that will be mailed to shareholders and filed on SEDAR (www.sedar.com) in respect of the Meeting for further details of the Transaction and which will include, among other things, the complete fairness opinion.
Subject to all required shareholder, court, TSX Venture Exchange and regulatory approvals, closing of the Transaction is expected to occur shortly after the Meeting, but no later than July 31, 2012.
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About Blue Sky Uranium Corp.
Blue Sky is one of Argentina's leading uranium exploration companies with more than 5,000 km2 of tenements. Blue Sky's mission is to grow by acquiring, exploring and advancing a portfolio of uranium projects with an emphasis on surficial deposits, in Argentina and other jurisdictions.
Blue Sky recently entered into a Memorandum of Understanding ("MOU") with AREVA Mines ("AREVA") to jointly explore Argentina for uranium deposits. The partnership will take full advantage of AREVA's vast global experience, Blue Sky's technical team and Blue Sky's well established presence throughout Argentina (See January 4th, 2012, press release of Blue Sky for complete details).
Blue Sky's principal projects are its Anit, Santa Barbara and Ivana uranium exploration projects in Rio Negro Province, Argentina, and the Sierra Colonia project in Chubut Province, Argentina, which are owned 100% by Blue Sky, subject to the MOU with AREVA. Further information on these projects is contained on Blue Sky's website (www.blueskyuranium.com).
Blue Sky is a member of the Grosso Group, a resource management group with experience in South America since 1993. As a member company of the Grosso Group, Blue Sky benefits from the signing of an agreement in principle for a strategic alliance with the Government of the Rio Negro province, Argentina, for the purpose of jointly exploring the potential for commercial mining activity. Argentina has an advanced nuclear industry, centered in the Rio Negro Province.
The securities of Blue Sky referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. Accordingly, to the extent required, it is anticipated that the Transaction will be effected in reliance upon the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act. This news release does not constitute an offer of securities, nor a solicitation for offers to buy any securities.
For further information please contact:
Sean Hurd Gerald Carlson President & CEO President & CEO
Terminal City Club Tower, Suite 709 - 837 W. Hastings St. Terminal City Club Tower, Suite 709 - 837 W. Hastings St.
Vancouver, BC CANADA V6C 3N6 Vancouver, BC CANADA V6C 3N6 TSX Venture Exchange: BSK TSX Venture Exchange: WSR Frankfurt Stock Exchange: 4WE (WKN: A1H700) Frankfurt Stock Exchange: MAL (WKN: A0MKXP)
Toll Free: 1-800-901-0058 Toll Free: 1-800-901-0058 www.windstormresources.com [email protected] www.blueskyuranium.com • [email protected]
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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.
Forward Looking Statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, including statements relating to the merits of the Transaction, Blue Sky's uranium projects and the exploration, advancement and funding of those projects. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of Blue Sky and Windstorm, including, but not limited to the expected benefits from the proposed Transaction; the impact of general and global economic conditions; industry conditions; volatility of commodity prices; risks associated with the uncertainty of mineral resource estimates; risks associated with the geology, grade and continuity of any mineral deposits; currency fluctuations; dependence upon regulatory approvals; dependence upon key management; the availability of future financing and market conditions; risks associated with property option and joint venture agreements; and exploration risk. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.