Skyharbour Signs Option Agreement with Tisdale Clean Energy to Option the South Falcon East Property, 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
October 20th, 2022
News Release
Skyharbour Signs Option Agreement with Tisdale Clean Energy to Option the South Falcon
East Property, Saskatchewan
Vancouver, BC - Skyharbour Resources Ltd. ’s (TSX-V: SYH) (OTCQX: SYHBF) (Frankfurt:
SC1P) (“Skyharbour” or the “Company” or the “Optionor”) is pleased to announce that it has
entered into an option agreement (the “Option Agreement” or the “Agreement”), dated October 19th,
2022, with Tisdale Clean Energy Corp. (“Tisdale”), which provides Tisdale with an earn-in option to
acquire an initial 51% interest and up to a 75% interest in the South Falcon East Property located in
the Athabasca Basin in Northern Saskatchewan (the “Property”). The Property consists of a series
of mineral claims totaling 12,464 hectares and is a portion of the Company’s existing South Falcon
Point Project. Skyharbour will retain a minority interest in the Property assuming the earn -in is
completed as well as a 100% interest in the remaining and adjacent 32,006 hectare South Falcon
Point Project.
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.
Jordan Trimble, President and CEO of Skyharbour, stated: “ We are very excited to have this new
Option Agreement signed as we continue to execute on our business model by adding value to our
project base in the Athabasca Basin through strategic partnerships and prospect generation, as well
as focused mineral exploration at our core projects of Moore and Russell Lake . We are looking
forward to working with Tisdale Clean Energy and its management team as they advance the South
Falcon East Project over the coming years with a substantial amount of exploration planned and
significant cash and share paymen ts to Skyharbour . Assuming the option earn -in is complete d,
Skyharbour will retain a minority interest in the project as well as an NSR while maintaining a 100%
interest in the surrounding claims. News will be forthcoming on exploration plans at the Property and
will complement our aggressive drill campaign forthcoming at Russell Lake as well as those at
various other partner-funded projects in our portfolio.”
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 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.
All common shares issued to the Company will be subject to a four -month-and-one-day statutory
hold period in accordance with applicable securities laws. No finders’ fees or commissions are owing
by Skyharbour in connection with entering into the Option Agreement. Completion of the transactions
contemplated by the Option Agreement, and the issuance of any common shares to Skyharbour,
remains subject to the approval of the TSX Venture Exchange.
In the event that additional share issuances to Skyharbour would result in Skyharbour owning 10%
or more of Tisdale, a cash payment must be made in lieu of the shortfall to prevent Skyharbour
becoming a reporting insider of Tisdale. Furthermore, Tisdale will be the operator during the earn-in
period with Skyharbour retaining the final approval authority over the proposed work and exploration
programs.
In the event that Tisdale spends, in any of the above periods, less than the specified sum, it may pay
to the Company the difference between the amount it actually spent and the specified sum before
the expiry of that period in full satisfaction of the exploration expenditures to be incurred. In the event
that Tisdale spends, in any period, more than the specified sum, the excess shall be carried forward
and applied to the exploration expenditures to be incurred in succeeding periods.
Assuming Tisdale exercises 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 on the remaining bulk of the project area including the
Fraser Lakes Zone B deposit. 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.
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 12,464 hectares and lies 18 kilometers outside the Athabasca Basin, approximately
50 kilometers east of the Key Lake Mine.
South Falcon Point Project Location Map:
https://www.skyharbourltd.com/_resources/maps/Sky_FalconSouth20211209.jpg
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.
The near-surface Fraser Lakes Zone B deposit consists of a current NI 43 -101 inferred resource
totaling 7.0 million pounds of U 3O8 at 0.03% and 5.3 million pounds of T hO2 at 0.023% within
10,354,926 tonnes using a cut-off grade of 0.01% U3O8. The independent NI 43-101 technical report
by GeoVector Management Inc. supporting this mineral resource estimate was filed on SEDAR on
March 20, 2015 by Skyharbour. Independent qualified person, Dr. Allan Armitage, P.Geo., is
responsible for the contents of the technical report and comments related to the resource estimate
and its parameters.
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. The Company is currently developing the Keefe Lake
uranium project, a 15,000 -hectare exploration proje ct located in the Athabasca Basin,
Saskatchewan, Canada.
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 fifteen
projects, ten of which are drill -ready, covering over 450,000 hect ares 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 potent ial. 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 whereby Valor can earn -in 80% of the project through CAD $3,500,000 in
exploration expenditures, $475,000 in cash payments over three years and an initial share issuance;
CSE-listed Basin Uranium Corp. on the Mann Lake Uranium Project whereby Basin Uranium can
earn-in 75% of the project through $4,000,000 in exploration expenditures, $850,000 in cash
payments as well as share issuances over three years; and CSE-listed Medaro Mining Corp. on the
Yurchison Project whereby Medaro can earn -in an initial 70% of the project through $5,000,000 in
exploration expenditures, $800,000 in cash payments as well as share issuances over three years
followed by the option to acquire the remaining 30% of the project through a payment of $7,500,000
in cash and $7,500,000 worth of shares.
Furthermore, the Company owns a 100% interest in the South Falcon Point Uranium Project on the
eastern perimeter of the Basin, which contains a NI 43 -101 inferred resource totaling 7.0 million
pounds of U3O8 at 0.03% and 5.3 million pounds of ThO 2 at 0.023%. Skyharbour has optioned up
to 75% of this project to Tisdale Energy whereby Tisdale will fund exploration expenditures totaling
CAD $10,500,000, pay Skyharbour $4,600,000 in cash, and issue Skyharbour the equivalent value
of $7,000,000 in shares of the company over a five-year earn-in period.
Skyharbour's goal is to maximize shareholder value thro ugh 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 Resources Ltd. (TSX -V: SYH) visit the C ompany’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 app licable exemption from the registration requirements of the U.S.
Securities Act and applicable U.S. state securities laws. This press release does not constitute an
offer to sell or the solicitation of an offer to buy securities in the United States, nor i n 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 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
filings of the Company at www.sedar.com for further information.