Skyharbour Announces Upsized Private Placement for Gross Proceeds of up to C$9.5 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 3rd, 2024
NEWS RELEASE
Skyharbour Announces Upsized Private Placement for Gross Proceeds of up to C$9.5
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 , in connection with its
previously announced private placement , it has entered into an amended agreement with
Haywood Securities Inc. and Red Cloud Securities Inc. as co-lead agents and co -bookrunners
(collectively, the “Agents”) to increase the aggregate size of the financing for gross proceeds to
the Company of up to C$9,500,000.
The private placement will now include the sale of (i) up to 5,000,000 hard dollar units of the
Company (the “Units”) at a price of C$0.40 per Unit for gross proceeds of up to C$2,000,000 (the
“Unit Offering”), plus (ii) any combination of the following for total gross proceeds of up to
C$7,500,000:
• Charity flow-through shares (the “Charity FT Shares”) at a price per Charity FT Share of
C$0.59; and
• Traditional flow-through shares (the “Traditional FT Shares”) at a price per Traditional FT
Share of C$0.46 (collectively, the “Flow -Through Offering”, and together with the Unit
Offering, the “Offering”).
Each Unit will consist 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 will
entitle the holder thereof to purchase one Share (a “Warrant Share”) at an exercise price of
C$0.55 for 30 months following the completion of the Offering.
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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 will be conducted in accordance with available prospectus exemptions pursuant to
applicable Canadian securities laws, with the securities issuable under the Offering subject to the
statutory hold period of four months and one day from the date of issuance.
The Offering is scheduled to close on or about December 20, 2024, subject to customary closing
conditions including receipt of all necessary approvals including the approval of the TSX Venture
Exchange (“TSX-V”). The Company has agreed to pay the Agents a cash commission of 6.5% of
the gross proceeds raised under the Offering, and issue to the Agents compensation options
equal to 6.5% of the total number of securities sold under the Offering (the “Compensation
Options”), other than with respect to president’s list orders for which a 3.25% cash fee shall be
payable and 3.25% Compensation Options shall be issuable . Each Compensation Option shall
be exercisable at C$0.50 for a period of 30 months from the closing date.
The purchase of securities under the Offering by related parties are expected to constitute “related
party transactions” of the Company under Multilateral Instrument 61 -101 - Protection of Minority
Security Holders in Special Transactions (“MI 61-101”). It is expected pursuant to sections 5.5(b)
and 5.7(1)(a) of MI 61 -101, the Company will be 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 expected to be 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 doe s 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 the 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
in twenty-nine projects, ten of which are drill -ready, covering over 5 80,000 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 pr oject 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% U 3O8 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 dril l intercepts over a large
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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.
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 size of the Offering, the 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,
the anticipated closing date, the receipt of regulatory approvals for the Offering, the exercise of
the option granted to the Agents, future results of operations, performance and achievements of
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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 forw ard-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 numerou s 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 cha nge in a
material 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 Compa ny’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 and 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.