Golden Sky Minerals Corp. Announces Spin-Out of Bull’s Eye and Lucky Strike Properties
GOLDEN SKY MINERALS CORP. 2110 – 650 West Georgia Street Vancouver, BC Canada, V6B 4N9 Telephone: 604 568 8807 Facsimile: 604 681 1864 www.goldenskyminerals.com
TSX-V: AUEN
GOLDEN SKY MINERALS CORP. ANNOUNCES SPIN-OUT OF BULL’S EYE AND LUCKY STRIKE PROPERTIES
Vancouver, B.C. December 15, 2022 – Golden Sky Minerals Corp. (AUEN.V) (the “Company” or “Golden Sky”) is pleased to announce that its board of directors has unanimously approved a spin-out of its Bullseye, Argo, and Eagle Mountain properties and $355,000 to Thunderbird Minerals Corp., a wholly owned subsidiary (“SpinCo”) through a statutory plan of arrangement (the “Arrangement”). In that regard, Golden Sky has entered into an arrangement agreement dated effective December 13, 2022 with SpinCo.
Under the Arrangement, Golden Sky's current shareholders will receive SpinCo Shares by way of a share exchange, pursuant to which each existing common share of Golden Sky will be exchanged for one new common share of Golden Sky (each, a "New Golden Sky Share") and 0.50 of a SpinCo Share. Under the Plan of Arrangement, outstanding options and warrants to purchase common shares of the Company will be adjusted or replaced so that upon exercise, holders will receive one New Golden Sky Share and 0.50 SpinCo Shares for each option or warrant exercised.
The reorganization will be effected pursuant to the arrangement provisions of the Business Corporations Act (British Columbia), and must be approved by the Supreme Court of British Columbia and by the affirmative vote of 66 2/3% of Golden Sky's shareholders at a shareholders' meeting to be held on January 26, 2023 (the "Meeting"). Upon receipt of approval from the shareholders of Golden Sky and Supreme Court approval of the spin-out, Golden Sky's board will determine a trigger date for SpinCo to complete a financing by way of private placement, rights offering or other means, and apply for a listing on the TSX Venture Exchange (the "TSXV") or other Canadian stock exchange.
Golden Sky expects that the Arrangement will increase shareholder value by allowing capital markets to ascribe value to the Bullseye, Argo, and Eagle Mountain properties independently of the other properties held by Golden Sky. The spin-out will provide new and existing shareholders more flexibility as to their specific investment strategy and risk profile. Golden Sky also believes that having a separately funded earlyexploration business will accelerate development of the Bullseye, Argo, and Eagle Mountain properties.
Completion of the Arrangement is subject to a number of conditions, including the following:
a. Golden Sky shareholder approval at the Meeting;
b. the approval of the Supreme Court of British Columbia; and
c. TSXV approval for the Arrangement by Golden Sky and the substitutional listing of the New Golden Sky Shares in place of the existing Golden Sky common shares.
Upon completion of the Arrangement, it is intended that SpinCo will be managed by John Newell, as the President and Chief Executive Officer, and Juciane Gomes, as the Chief Financial Officer. SpinCo's board of directors will consist of John Newell, James Atherton, Robert Bruce Fair, and Rein Turna. Changes and additions to the management team and board will be made as needed as work progresses on the Bullseye, Argo, and Eagle Mountain properties.
Additional details of the spin-out transaction will be included in an information circular to be mailed to shareholders of Golden Sky in December 2022 in connection with the Meeting. The Arrangement is expected to close on or about January 31, 2023.
About Golden Sky Minerals Corp.
Golden Sky Minerals Corp. is a well-funded junior grassroots explorer engaged in the acquisition, assessment, exploration, and development of mineral properties located in highly prospective areas and mining-friendly districts. Golden Sky’s mandate is to develop its portfolio of projects to the mineral resource stage through systematic exploration.
The drill-ready projects include Hotspot, Bullseye, and Lucky Strike, all in Yukon, Canada. In addition, the recent purchases of the Rayfield Copper-Gold Project in southern British Columbia, and the staking of the Eagle Mountain Gold Project in the Cassiar Gold District in northern British Columbia, add to the Company’s substantial early-stage Canadian project pipeline.
The Company was incorporated in 2018 and is headquartered in Vancouver, British Columbia, Canada.
More information can be found at the Company’s website at www.goldenskyminerals.com.
ON BEHALF OF THE BOARD
John Newell, President and Chief Executive Officer
For new information from the Company’s programs, please visit Golden Sky’s website at www.GoldenSkyMinerals.com contact John Newell by telephone (604) 568-8807 or by email at [email protected] or [email protected].
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.