Skyharbour Partner Company Tisdale Clean Energy Receives Approval from TSX Venture Exchange for South Falcon East Property Option Agreement, Saskatchewan
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
January 25th, 2023
News Release
Skyharbour Partner Company Tisdale Clean Energy Receives Approval from TSX Venture
Exchange for South Falcon East Property Option Agreement, Saskatchewan
Vancouver, BC - Skyharbour Resources Ltd. (TSX-V: SYH) (OTCQX: SYHBF) (Frankfurt:
SC1P) (“Skyharbour” or the “Company”) is pleased to announce that the TSX Venture Exchange
(the “Exchange”) has granted conditional acceptance for the option agreement (the “Option
Agreement”) previously entered with with Tisdale Clean Energy Corp. (“Tisdale”) , an arms -length
party, pursuant to which the Tisdale has been granted the right to acquire up to a 75% interest in the
South Falcon East Property (the “Property”). The Property consists of a series of mineral claims
totaling 12,770 hectares, located in the Athabasca Basin in Northern Saskatchewan.
Map of South Falcon East Project Claims:
https://skyharbourltd.com/_resources/images/South-East-Falcon-Map.png
Under the Option Agreement and assuming the 75% interest is earned, Tisdale will issue Skyharbour
1,111,111 Tisdale shares upfront, fund exploration expenditures totaling CAD $10,500,000, and pay
Skyharbour CAD $11,100,000 in cash of which $6,500,000 can be settled for shares in the capital
of Tisdale (“Shares”) over the five-year earn-in period.
Terms of the Option Agreement:
Pursuant to the Option Agreement, Tisdale may acquire up to a 75% (seventy-five percent) interest
in the Property, in two phases. Initially, Tisdale can acquire a 51% (fifty-one percent) interest in the
Property by completing the following payments and incurring the following exploration expenditures
on the Property:
1. On the closing date (“Closing”), paying CAD $350,000 (paid) and issuing 1,111,111 Shares
to Skyharbour upfront;
a. By the eighteen -month anniversary of Closing, completing at least $1,250,000 in
exploration expenditures, and paying Skyharbour $1,450,000, of which up to
$1,000,000 may be paid in Shares based on the 20 -day volume-weighted average
closing price calculated on the day of issuance (“VWAP”), at the election of Tisdale;
b. By the second anniversary of Closing, completing an additional $1,750,000 in
exploration expenditures, and paying Skyharbour $1,800,000, of which up to
$1,000,000 may be paid in Shares based on the VWAP, at the election of Tisdale;
c. By the third anniversary of Closing, completing an additional $2,500,000 in
exploration expenditures, and paying Skyharbour $2,500,000, of which up to
$1,500,000 may be paid in Shares based on the VWAP, at the election of Tisdale.
After acquiring a 51% interest, Tisdale may increase its interest in the Property to 75% by:
2. Completing a payment of $5,000,000 to Skyharbour by the fourth anniversary of Closing, of
which up to $3,000,000 may be satisfied in Shares based on the VWAP, at the election of
Tisdale, and incurring exploration expenditures on the Property of an additional $2,500,000
in each of the fourth and fifth anniversaries of Closing.
No common shares will be issuable to Skyharbour at a deemed price of less than $0.05 or such
minimum price as is permitted by the Exchange at the date of issuance, nor will they be issued to
Skyharbour to the extent such issuance would result in the Company becoming a new insider of
Tisdale.
Assuming Tisdale exercises any portion of the option and acquires an interest in Property, the parties
intend to form a joint venture for the ongoing development of the Property. A small portion of the
Property is subject to an existing 2% net smelter returns royalty owing to a former owner, and Tisdale
has agreed to grant a further 2% royalty to Skyharbour. One-half of the royalty , being 1%, to be
granted to Skyharbour can be purchased at any time by completing a one -time cash payment of
$1,000,000.
Tisdale has now satisfied the outstanding conditions to completion of the transactions contemplated
by the Option Agreement and has completed an initial cash payment of $350,000 and issued
1,111,111 common shares to Skyharbour. The common shares issued to Skyharbour are subject to
restrictions on resale in accordance with applicable securities laws, and the policies of the Exchange,
until May 24, 2023.
South Falcon East Project Summary:
The South Falcon East Project is a uranium exploration project in the southeast Athabasca Basin
and represents a portion of Skyharbou r’s existing South Falcon Project. The project covers
approximately 12,770 hectares and lies 18 kilometers outside the Athabasca Basin, approximately
50 kilometers east of the Key Lake Mine.
Historical exploration at the South Falcon East Project identified an area of U-Th-REE mineralization
at the Fraser Lakes Zone B over an area comprising 1.5 km by 0.5 km along an antiformal fold nose
cut by an east-west dextral ductile-brittle cross-structure adjacent to a 65 km long EM conductor.
In connection with completion of the transactions contemplated by the Option Agreement, Tisdale
has commissioned a National Instrument 43 -101 – Standards for Disclosure for Mineral Projects,
Technical Report the “Report”) in respect of the Property. Once completed, a copy of the Report will
be made available on SEDAR (www.sedar.com) under the profile for Tisdale.
Shareholder Update and Investor Conference:
Skyharbour is pleased to invite shareholders and the investment community to come to the
Vancouver Resource Investment Conference hosted by Cambridge House International on January
29th and 30th at the Vancouver Convention Centre West. Skyharbour’s management will be at the
Company’s booth #604 throughout the conference and we look forward to greeting investors and
conference attendees. You can register for the conference at:
https://cambridgehouse.com/vancouver-resource-investment-conference
During the conference, Skyharbour’s President and CEO, Jordan Trimble, will be giving a
Skyharbour corporate presentation Monday, January 30th at 10:50 AM in Workshop 4.
The Vancouver Resource Investment Conference has been the bellwether of the junior mining
market for the last twenty-five years. It is the number one source of information for investment trends
and ideas, covering all aspects of the natural resource industry. Each year, the VRIC hosts over 100
keynote speakers, 225 exhibiting companies and 5000 investors.
Investment thought leaders and wealth influencers provide our audiences with valuable insights. C-
suite company executives covering every corner of the mineral exploration sector as well as metals,
oil and gas, renewable energy, media and financial services companies are available to speak one
on one.
For more information and/or to register for the conference please visit:
https://cambridgehouse.com/vancouver-resource-investment-conference
Skyharbour Grants Incentive Stock Options:
Skyharbour also announces that it has granted 3,500,000 incentive stock options (the "Options") to
officers, directors and consultants of the Company. The Options are exercisable at $0.45 per share
for a period of five years from the date of grant. The Opt ions have been granted under and are
governed by the terms of the Company's Incentive Stock Option Plan.
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 Tisdale Clean Energy Corp.:
Tisdale Clean Energy is a Canadian -based exploration company focused on the acquisition and
advancement of critical energy/fuel projects.
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 eighteen
projects, ten of which are drill -ready, covering over 4 60,000 hec tares 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 drill
intercepts over a large property area with robust exploration upside poten tial. The Company is
actively advancing these projects through exploration and drill programs.
Skyharbour has a joint -venture with industry -leader Orano Canada Inc. at the Preston Project
whereby Orano has earned a 51% interest in the project through exploration expenditures and cash
payments. Skyharbour now owns a 24.5% interest in the Project. Skyharbour also has a joint venture
with Azincourt Energy at the East Preston Project whereby Azincourt has earned a 70% interest in
the project through exploration expenditures, cash payments and share issuance. Skyharbour now
owns a 15% interest in the Project. Preston and East Preston are large, geologically prospective
properties proximal to Fission Uranium's Triple R deposit as well as NexGen Energy's Arrow deposit.
Skyharbour has several active option partners including: ASX -listed Valor Resources on the Hook
Lake Uranium Project , CSE-listed Basin Uranium Corp. on the Mann Lake Uranium Project , and
CSE-listed Medaro Mining Corp. on the Yurchison Project . More recently, Skyharbour announced
two new earn-in option agreements with Yellow Rocks Energy, a private Australian entity, to option
the Wallee and Usam Island projects, and Tisdale Clean Energy at the South Falcon East Project.
Furthermore, the Company owns a 100% interest in the South Falcon Point Uranium Project on the
eastern perimeter of the Basin which contains the Fraser Lakes Zone B Uranium Deposit .
Skyharbour has recently optioned the South Falcon East Project, a uranium project in the southeast
Athabasca Basin and represents a portion of the larger South Falcon Project , to Tisdale Clean
Energy whereby Tisdale will fund exploration, pay Skyharbour in cash , and issue shares of the
company over a five-year earn-in period.
Collectively, Skyharbour has now signed option agreements with partners that total over $34 million
in partner-funded exploration expenditures, over $22 million in stock being issued and just under $15
million in cash payments coming into Skyharbour, assuming that these partner companies earn -in
the full amount at their 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:
http://www.skyharbourltd.com/_resources/images/SKY-SaskProject-Locator-20220324.jpg
To find out more about Skyharbour Resou rces 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
Corporate Development and Communications
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.
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 the account or benefit of, United States persons
absent registration or an applicable exemption from the registration requirements of the U.S.
Securities Act and applicable U.S. state securities laws. This press release does no t constitute an
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 rel ease, other than statements of historical facts, that address events or
developments that management of the Company expects, are forward-looking statements, including
the filing of the Technical Report by Tisdale in respect of the Property . 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 results 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 fili ngs of the Company at
www.sedar.com for further information.