Skyharbour’s Partner Company North Shore Energy Metals Announces Closing of Qualifying Transaction and Proceeds With Option Agreement at South Falcon Project
Suite 1610 –777Dunsmuir Street, Vancouver, BC, Canada, V7Y1K4
www.skyharbourltd.com
TSX-V Trading Symbol: SYH
Email: [email protected]
Telephone: (604) 687-3376
Facsimile: (604) 687-3119
October 31st, 2023
News Release
Skyharbour’s Partner Company North Shore Energy Metals Announces Closing of
Qualifying Transaction and Proceeds With Option Agreement at South Falcon Project
Vancouver, BC - Skyharbour Resources Ltd. (TSX-V: SYH) (OTCQX: SYHBF) (Frankfurt:
SC1P) (“Skyharbour” or the “Company”), is pleased to announce that partner company, North Shore
Energy Metals Ltd. (“North Shore”) , has completed its Qualifying Transaction with North Shore
Uranium Ltd. (formerly Clover Leaf Capital Corp., the “Resulting Issuer”). As per the news release
dated May 30 th, 2023, Skyharbour announced that it ha d entered into an option agreement (the
“Agreement”) with North Shore , which provides North Shore an earn-in option to acquire an initial
80% interest and up to a 100% interest in the South Falcon Property located in Saskatchewan,
Canada (the “Property”). The Property contains eleven (11) mineral claims, comprising
approximately 42,908 hectares. The Agreement provides North Shore an opportunity to earn an
initial 80% interest in the claims over a three year period by fulfilling combined cash, share issuance
and exploration expenditure commitments of CAD $5.3 million , with an option to purchase the
remaining 20% for an additional CAD $10 million in cash and shares (collectively, the “Transaction”).
Location Map of South Falcon Project:
https://skyharbourltd.com/_resources/maps/Sky-SouthFalconOption.jpg?v=0.1
The Resulting Issuer’s common shares are expected to recommence trading on the TSX Venture
Exchange (the “Exchange”) under the symbol “NSU” at the open of the market on or about November
2nd, 2023.
South Falcon Uranium Project:
The South Falcon Property, which constitutes part of North Shore’s Falcon Property, contains eleven
mineral claims comprising approximately 42,908 hectares approximately 50 km east of the Key Lake
mine. Nine of the claims are from the original South Falcon Point (previously Way Lake) Uranium
Project and the remaining two claims are from Skyharbour’s Foster River Project. Historical uranium
mineralization discovered at South Falcon is shallow and is hosted in several geological settings
including classic Athabasca -style basement min eralization associated with well -developed EM
conductors. At the EWA target, up to 0.492% U3O8 and 1,300 ppm lead was encountered in outcrop
grab samples (Sask. Mineral Deposits Index [SMDI] 5038 ). Historical grab sampling at Knob Lake
(SMDI 1014) also encountered up to 0.01% U3O8 in an outcrop of pegmatite, while anomalous nickel,
copper, and molybdenum were found in historical grab samples from the Fraser North target area
(SMDI’s 1125 and 1126).
A well-defined northeast-trending, locally folded, electromagnetic conductor system runs throughout
the Property, which was defined by airborne and ground geophysical surveys by JNR Resources
(“JNR”) in the 2000’s. In 2008 JNR conducted a drill campaign at Way Lake. Of the 47 holes drilled
that year, 28 holes (totaling 7,348 metres) were drilled on the South Falcon Uranium Property at the
Walker (14 holes), Walker South (7 holes), and EWA target areas (6 holes). At the Walker and South
Walker targets, which lie along the aforementioned EM conductor system, structurally disrupted and
variably altered metasediments (including graphitic pelitic gneisses) with anomalous boron, copper,
molybdenum, nickel, cobalt, arsenic, and vanadium were encountered in several drill holes. During
this same drill campaign, the Fraser Lakes Zone B uranium deposit was discovered approximately
four kilometres east of the Walker South target on a refolded extension of the EM conductor system.
At the EWA target, which lies along a separate northeast-trending EM conductor, anomalous
uranium, boron, lead, and molybdenum were encountered in structurally disrupted pegmatites; the
best result was 0.235% U3O8 over 0.5 m (within a 3.5 m interval of 0.113% U 3O8) in hole WYL-08-
501 (Sask. Mineral Assessment File 74H02-0045).
Furthermore, in 2022, Skyharbour completed a FALCON® airborne gravity gradiometer and
magnetic survey over nine of the eleven claims at the South Falcon Property. This new geophysical
data will assist North Shore in prioritizing areas along the EM conductor system for drilling. Over 30
kilometres of th e EM conductor system remains untested on the South Falcon Prope rty. North
Shore’s initial focus will be on the two claims formerly part of the Foster Project (geophysics), and
on generating drill targets on three claims at the southeastern end of th e EM conductor systems
including Knob Lake, which shows similarities to the Fraser Lakes Zone B deposit approximately 6
km to the northeast and several other high-priority targets elsewhere along the main EM conductor
system.
Significant potential exists on the p roject for basement -hosted, unconformity -related uranium
deposits like those further to the north in the Wollaston Domain (i.e. Eagle Point, Rabbit Lake, Key
Lake and others) , as well as for pegmatite/granite -hosted (i.e. alaskite -type) U -Th-REE
mineralization like at the Fraser Lakes Zone B deposit on Skyharbour’s adjacent South Falcon East
Property, currently under option to Tisdale Clean Energy.
The Option Agreement:
Pursuant to the Transaction, the Resulting Issuer may acquire an initial 80% interest in the Property
by (i) issuing common shares of the Resulting Issuer (“Shares”) having an aggregate value of CAD
$1,225,000; (ii) making aggregate cash payments of CAD $525,000; and (iii) incurring an aggregate
of CAD $3,550,000 in exploration expenditures on the Property over a three-year period.
Schedule to earn an initial 80% interest:
Date Cash Payments
(CAD $)
Exploration
Expenditures (CAD $)
Value of Shares Issued
(CAD $)
On Closing $50,000(1) $0 $150,000(2)
By Dec. 31st, 2023 $0 $250,000 $0
On or before the day that is
13 months after Closing $100,000 $250,000 $200,000(3)
On or before the second
anniversary of Closing $150,000 $1,300,000 $350,000(3)
On or before the third
anniversary of Closing $225,000 $1,750,000 $525,000(3)
TOTAL $525,000 $3,550,000 $1,225,000
(1) $25,000 paid on signing the Agreement and $25,000 paid at Closing.
(2) At a price of $0.30 per Share.
(3) Cash or shares at North Shore’s option at a price per Share using the five (5) VWAP at the time of issuance, subject
the minimum pricing rules of the TSX Venture Exchange.
Once the Resulting Issuer has earned an initial 80% interest in the Property, the Resulting Issuer
may acquire the remaining 20% interest in the Property within 90 business days by (i) issuing Shares
having a value of CAD $5,000,000, and (ii) making a cash payment of CAD $5,000,000 to
Skyharbour. If the Resulting Issuer does not elect to acquire the remaining 20% interest, a joint
venture will be formed with Skyharbour holding a 20% participating interest.
The Resulting Issuer will be the operator of the exploration programs during the earn -in stage and
for the joint venture if formed. Two claims totaling 10,673 hectares that form part of Skyharbour’s
Foster River Property are subject to a one percent (1%) NSR royalty payable to Skyharbour. The
remaining nine claims totaling 32,235 hectares that comprise Skyharbour’s South Falcon Point
Property are subject to a two percent (2%) NSR royalty payable to Denison Mines Corp. (“Denison”)
with North Shore having the right to purchase one percent of the royalty from Denison at anytime by
paying $1 million.
All Shares will be subject to a four -month-and-one-day statutory hold period in accordance with
applicable securities laws.
Qualified Person:
The technical information in this news release has been prepared in accordance with the Canadian
regulatory requirements set out in National Instrument 43-101 and reviewed and approved by David
Billard, P.Geo., a Consulting Geologist for Skyharbour as well as a Qualified Person.
About North Shore Uranium Ltd:
North Shore is a mineral exploration company focused on uranium exploration at the eastern margin
of the Athabasca Basin through its Falcon property which will increase from 12,800 to 55,700
hectares with the addition of the claims subject to the Agreement, and the West Bear property located
90 kilometres to the northeast.
About Skyharbour Resources Ltd.:
Skyharbour holds an extensive portfolio of uranium exploration projects in Canada's Athabasca
Basin and is well positioned to benefit from improving uranium market fundamentals with twenty-four
projects, ten of which are drill-ready, covering over 518,000 hectares (over 1.2 million acres) of land.
Skyharbour has acquired from Denison Mines, a large strategic shareholder of the Company, a 100%
interest in the Moore Uranium Project which is located 15 kilometres east of Denison's Wheeler River
project and 39 kilometres south of Cameco's McArthur River uranium mine. Moore is an advanced-
stage uranium exploration property with high-grade uranium mineralization at the Maverick Zone that
returned drill results of up to 6.0% U3O8 over 5.9 metres including 20.8% U3O8 over 1.5 metres at a
vertical depth of 265 metres. Adjacent to the Moore Uranium Project is Skyharbour’s recently
optioned Russell Lake Uranium Project from Rio Tinto, which hosts historical high -grade uranium
drill intercepts over a large property area with robust exploration upside potential. The Company is
actively advancing these projects through exploration and drill programs.
Skyharbour has joint-ventures with industry-leader Orano Canada Inc. and Azincourt Energy at the
Preston and East Preston Projects, respectively, whereby Orano and Azincourt earned majority
interests in the projects through exploration expenditures, cash p ayments and share issuances.
Skyharbour also has several active earn-in option partners including: ASX-listed Valor Resources at
the Hook Lake Uranium Project; CSE-listed Basin Uranium Corp. at the Mann Lake Uranium Project;
CSE-listed Medaro Mining Corp. at the Yurchison Project; Yellow Rocks Energy, a private Australian
entity, at the Wallee and Usam Island projects; North Shore Energy Metals at the South Falcon
Project; and TSX-V listed Tisdale Clean Energy at the South Falcon East Project which is host to the
Fraser Lakes Zone B Uranium and Thorium Deposit.
Collectively, Skyharbour has now signed earn-in option agreements with partners that total to over
$37 million in partner-funded exploration expenditures, over $28 million worth of shares being issued
and over $19 million in cash payments coming into Skyha rbour, assuming that these partner
companies complete their entire earn-ins at the respective projects.
Skyharbour's goal is to maximize shareholder value through new mineral discoveries, committed
long-term partnerships, and the advancement of exploration projects in geopolitically favourable
jurisdictions.
Skyharbour’s Uranium Project Map in the Athabasca Basin:
https://skyharbourltd.com/_resources/maps/SKY_SaskProject_Locator_V2A_20230727.jpg
To find out more about Skyharbour Resources Ltd. (TSX -V: SYH) visit the Company’s website
at www.skyharbourltd.com.
SKYHARBOUR RESOURCES LTD.
“Jordan Trimble”
Jordan Trimble
President and CEO
For further information contact myself or:
Nicholas Coltura
Investor Relations Manager
Skyharbour Resources Ltd.
Telephone: 604-558-5847
Toll Free: 800-567-8181
Facsimile: 604-687-3119
Email: [email protected]
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ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF
THIS NEWS RELEASE.
The securities offered have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not
be offered or sold in the United States or to, or for th e account or benefit of, United States persons
absent registration or an applicable exemption from the registration requirements of the U.S.
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offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other
jurisdiction.
This release includes certain statements that may be deemed to be "forward -looking statements".
All statements in this release, other than statements of historical facts, that address events or
developments that management of the Company expects, are forward-looking statements, including
the Private Placement. Although management believes the expectations expressed in such forward-
looking statements are based on reasonable assumptions, such statements are not guarantees of
future performance, and actual re sults or developments may differ materially from those in the
forward-looking statements. The Company undertakes no obligation to update these forward-looking
statements if management's beliefs, estimates or opinions, or other factors, should change. Factors
that could cause actual results to differ materially from those in forward-looking statements, include
market prices, exploration and development successes, regulatory approvals, continued availability
of capital and financing, and general economic, market or business conditions. Please see the public
filings of the Company at www.sedar.com for further information.