Skyharbour Announces Closing of Private Placement for Gross Proceeds of C$10 Million
Suite 1030 – 505 Burrard Street, Vancouver, BC, Canada, V7X 1M5
www.skyharbourltd.com
TSX-V Trading Symbol: SYH
Email: [email protected]
Telephone: (604) 558-5847
Facsimile: (604) 687-3119
December 20th, 2024
NEWS RELEASE
Skyharbour Announces Closing of Private Placement for Gross Proceeds of C$10 Million
Not For Distribution to U.S. News Wire Services or Dissemination in The United States
Vancouver, BC – Skyharbour Resources Ltd. (TSX-V: SYH) (OTCQX: SYHBF) (Frankfurt:
SC1P) (“Skyharbour” or the “Company”) is pleased to announce that is has closed the brokered
private placement previously announced by the Company on December 2, 2024, as upsized on
December 3, 2024 (the “Brokered Offering”), and has additionally closed a concurrent non -
brokered private placement (the “Non -Brokered Offe ring”, and together with the Brokered
Offering, the “Offering”), for aggregate gross proceeds to the Company of C$10,020,000.
Jordan Trimble, President and CEO of Skyharbour, stated: “Skyharbour is very well-funded for its
drilling and exploration plans in 2025, with the majority of the Offering placed with several strategic
institutional and corporate investors. Over the next year, the Company anticipat es the largest
combined drilling and exploration campaign at its core projects of Russell Lake and Moore. This
will follow up on successful drilling in 2024 at both projects, which included high-grade drill results
and new uranium discoveries. The Company also expects continuous cash and share payments,
as well as news flow , from its prospect generator business , consisting of partner companies
advancing numerous other uranium projects throughout the Athabasca Basin.”
The Brokered Offering was completed through a syndicate of agents co -led by Haywood
Securities Inc. and Red Cloud Securities Inc. (collectively, the “Agents”). Pursuant to the Brokered
Offering, the Company issued: (i) 5,000,000 hard dollar units of the Company (the “Units”) at a
price of C$0.40 per Unit; (ii) 2,368,420 charity flow-through shares (the “Charity FT Shares”) at a
price per Charity FT Share of C$0.59; and (iii) 13,310,070 traditional flow-through shares (the
“Traditional FT Shares”) at a price per Traditional FT Share of C$0.46, for aggregate gross
proceeds under the Brokered Offering of C$9,520,000.
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Additionally, the Company has completed a concurrent Non -Brokered Offering through the
issuance of 1,250,000 Units at C$0.40 per Unit, for additional gross proceeds under the Non -
Brokered Offering of C$500,000 with one strategic investor.
Each Unit consists of one common share of the Company (a “Share”) plus one -half of one
common share purchase warrant (each whole such warrant, a “Warrant”). Each Warrant entitles
the holder thereof to purchase one Share (a “Warrant Share”) at an exercise price of C$0.55 until
June 20, 2027.
The gross proceeds from the sale of the Charity FT Shares and the Traditional FT Shares will be
used by the Company to incur eligible “Canadian exploration expenses” that qualify as “flow -
through critical mineral mining expenditures” as both terms are defined in the Income Tax Act
(Canada), and will also be used to incur “eligible flow-through mining expenditures” as defined in
The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (collectively, the
“Qualifying Expenditures”) related to the Company’s projects in Saskatchewan, on or before
December 31, 2025, and to renounce all Qualifying Expenditures in favour of such subscribers
effective December 31, 2024. The net proceeds from the sale of Units will be used for the 2025
exploration and drilling programs at the Company’s uranium projects in Saskatchewan, as well
as for general working capital purposes.
The Offering was conducted in accordance with available prospectus exemptions pursuant to
applicable Canadian securities laws, with the securities issuable under the Offering subject to a
statutory hold period expiring on April 21, 2025.
In consideration for the services provided by the Agents in connection with the Brokered Offering,
on closing the C ompany paid to the Agents a cash commission of 6.5% of the gross proceeds
raised under the Brokered Offering, and issued to the Agents compensation options equal to 6.5%
of the total number of securities sold under the Brokered Offering (the “Compensation Options”),
other than with respect to president’s list orders for which a 3.25% cash fee was paid and 3.25%
Compensation Options were issued. Each Compensation Option is exercisable at C$0.50 until
June 20, 2027. In connection with the Brokered Offering, the Company paid aggregate cash
commission fees of $589,550 and issued 1,294,525 Compensation Options. No fees were paid
in connection with the Non-Brokered Offering.
Directors and officers of the Company subscribed for an aggregate of C$49,900 in gross proceeds
under the Offering. Participation by insider s of the Company constitutes a “related party
transaction” under Multilateral Instrument 61 -101 - Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). Pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61 -101, the
Company is exempt from obtaining formal valuation and minority approval of the Company’s
shareholders respecting the purchase of securities under the Offering by related parties as the
fair market value of securities to be purchased under the Offering is below 25% of the Company's
market capitalization as determined in accordance with MI 61-101.
The securities offered have not been, nor will they be, registered under the U.S. Securities Act,
as amended, or any state securities law, and may not be offered, sold or delivered, directly or
indirectly, within the United States, or to or for the account or benefit of U.S. persons, absent
registration or an exemption from such registration requirements. This news release does not
constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of
securities in any state in th e United States in which such offer, solicitation or sale would be
unlawful.
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 interest
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in twenty-nine projects, ten of which are drill - ready, covering over 580,000 hectares (over 1.4
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
Project is the Russell Lake Uranium Project, in which Skyharbour is an operator with joint-venture
partner Rio Tinto. The project hosts several 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 also has joint ventures with industry leader Orano Canada Inc., Azincourt Energy,
and Thunderbird Resources at the Preston, East Preston, and Hook Lake Projects respectively .
The Company also has several active earn-in option partners, including CSE-listed Basin Uranium
Corp. at the Mann Lake Uranium Project; CSE -listed Medaro Mining Corp. at the Yurchison
Project; TSX-V listed North Shore Uranium at the Falcon Project; UraEx Resources at the South
Dufferin and Bolt Projects; Hatchet Uranium at the Highway Project; Mustang Energy at the 914W
Project; and TSX-V listed Terra Clean Energy at the South Falcon East Project which hosts the
Fraser Lakes Zone B uranium and thorium deposit . In aggregate, Skyharbour has now signed
earn-in option agreements with partners that total over $41 million in partner -funded exploration
expenditures, over $30 million worth of shares being issued, and over $22 million in cash
payments coming into Skyharbour, 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://www.skyharbourltd.com/_resources/images/SKY_SaskProject_Locator_2024-02-
14_V2.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]
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF
THIS NEWS RELEASE.
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Forward-Looking Information
This news release contains “forward ‐looking information or statements” within the meaning of
applicable securities laws, which may include, without limitation, the intended use of proceeds
from the Offering, the ability of the Company to renounce Qualifying Expenditures in favour of the
subscribers, tax treatment of the Charity FT Shares and the Traditional FT Shares, future results
of operations, performance and achievements of the Company, completing ongoing and planned
work on its projects including drilling and the expected timing of such work programs, and other
statements relating to the technical, financial and business prospects of the Company, its projects
and other matters. All statements in this news release, other than statements of historical facts,
that address events or developments that the Company expects to occur, are forward -looking
statements. Although the Company believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are not guarantees of future
performance and actual results may differ materially from those in the forward-looking statements.
Such statements and information are based on numerous assumptions regarding present and
future business strategies and the environment in which the Company will operate in the future,
including the price of uranium, the ability to achieve its goals, that general business and economic
conditions will not change in a mate rial adverse manner, that financing will be available if and
when needed and on reasonable terms. Such forward-looking information reflects the Company’s
views with respect to future events and is subject to risks, uncertainties and assumptions,
including the risks and uncertainties relating to the interpretation of exploration results, risks
related to the inherent uncertainty of exploration and cost estimates and the potential for
unexpected costs and expenses, and those filed under the Company’s profile on SEDAR+ at
www.sedarplus.ca. Factors that could cause actual results to differ materially from those in
forward looking statements include, but are not limited to, continued availability of capital and
financing and general economic, market or business conditions, adverse weather or c limate
conditions, failure to obtain or maintain all necessary government permits, approvals and
authorizations, failure to obtain or maintain community acceptance (including First Nations),
decrease in the price of uranium a nd other metals, increase in costs, litigation, and failure of
counterparties to perform their contractual obligations. The Company does not undertake to
update forward‐looking statements or forward‐looking information, except as required by law.