NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
Vancouver, June 23, 2021 – Golden Sky Minerals Corp. (AUEN.V) OTC (LCKYF) (the “Company” or “Golden Sky”) is pleased to announce that, subject to TSX Venture Exchange (the “Exchange”) approval, it intends to complete a private placement financing (the “ Private Placement ”) of up to 3,571,428 non-flow-through units (the “ NFT Units ”) at a price of CAD$0.42 per NFT Unit and up to 2,884,615 flow-through units (“FT Units”), priced at $0.52 per FT Unit for total gross proceeds of up to $3,000,000. The Private Placement is expected to close July 8th, 2021.
The non-flow-through funding will consist of up to 3,571,428 $0.42 NFT Units for gross proceeds of up to $1,500,000.00. Each NFT Unit will consist of one common share plus one common share purchase warrant entitling the holder to purchase an additional common share at $0.60 for a twenty-four-month period.
The Company anticipates that Crescat Capital LLC (“Crescat“) will make a strategic investment in the non-flow-through portion of the Private Placement, representing a 7.6 % – ownership of the Company on a non-diluted bases and a 11.5 % ownership on a partially diluted basis after the Private Placement. The Company anticipates it will also enter into an agreement with Crescat granting it an option to participate in future financings to maintain its pro rata interest in the Company, until such time as Crescat holds 3% of the issued and outstanding shares of Golden Sky. On closing, Crescat will hold 1,430,000.00 NFT Units, representing 1,430,000 common shares and 1,430,000.00 common share purchase warrants, or 11.5% of the outstanding shares.
The flow-through funding will consist of up to 2,884,615 $0.52 FT Units for gross proceeds of up to $1,500,000.00. Each FT Unit will consist of one flow-through common share plus one common share purchase warrant entitling the holder to purchase an additional common share at $0.80 for a twelve-month period.
The Company anticipates that Cordillera Minerals Group Ltd. (“Cordillera”) will make a strategic investment in the flow-through portion of the Private Placement, representing a 7.50% per-cent ownership of the Company on a non-diluted bases and a 11.00% ownership on a partially diluted basis after the Private Placement. On closing, Cordillera would hold 1,400,000.00 FT Units representing 1,400,000.00 flow-through shares and 1,400,000.00 common share purchase warrants or 11% of the outstanding shares.
All securities issued will be subject to a four month hold period pursuant to securities laws in Canada.
The Company intends to use the proceeds from the Private Placement for exploration of the Company’s portfolio of resource properties and for general working capital. Proceeds from the Private Placement will be used for a 2000-metre diamond drill program at Golden Sky’s British Columbia flagship Rayfield Copper-Gold Project, located in the Quesnel Trough, British Columbia. In addition, proceeds will be used to further advance the Company’s Hotspot Property in the Yukon Territory and for general working capital. The Company expects that the drill program at Hotspot will commence on or around August 1st, 2021, and a year-round exploration program at Rayfield will commence sometime in June 2021.
Golden Sky Minerals President and CEO, John Newell, commented, “We are very pleased to welcome Crescat Capital LLC. and Cordillera Minerals Group Ltd. as strategic investors as exploration and drilling ramps up at our Hotspot, Luckystrike, and Bullseye Properties in the Yukon Territories and as we advance our Rayfield Copper Gold Exploration Property in South Central British Columbia during the second half of the year.”
Kevin Smith, Crescat’s founder and Chief Investment Officer stated.
“We are excited to help finance further drilling at the company’s recent gold discovery in the Yukon as well as their newly acquired copper gold project in BC.”
Dr. Hennigh also commented stating “Golden Sky has two projects that caught our attention, Hotspot and Rayfield. Hotspot, Yukon, is a newly discovered epithermal gold system hosted by Eocene volcanic rocks. Last season, Golden Sky drilled a 100 gram-meter hole making this an incipient discovery in our view, one in need of immediate follow up. The newly acquired Rayfield project, BC, encompasses an intrusive center displaying multiple prospective alkaline porphyry targets. Historic drilling has encountered narrow intervals of high grades of Cu and Au. We are keen to see the proceeds from this financing used to hit both projects hard this year.”
About Crescat Capital LLC
Crescat is a global macro asset management firm headquartered in Denver, Colorado. Crescat’s mission is to grow and protect wealth over the long term by deploying tactical investment themes based on proprietary value-driven equity and macro models. Crescat’s goal is industry leading absolute and risk-adjusted returns over complete business cycles with low correlation to common benchmarks. The company’s investment process involves a mix of asset classes and strategies to assist with each client’s unique needs and objectives and includes Global Macro, Long/Short, Large Cap and Precious Metals funds.
About Dr. Quinton Hennigh
Crescat is advised by its technical consultant, Dr. Quinton Hennigh on investments in gold and silver resource companies. Dr. Hennigh became an economic geologist after obtaining his PhD in Geology/Geochemistry from the Colorado School of Mines. He has more than 30 years of exploration experience with major gold mining firms that include Homestake Mining, Newcrest Mining and Newmont Mining. Recently, Dr. Hennigh founded Novo Resources Corp (TSXV: NVO) and is serving as Chairman. Among his notable project involvements are First Mining Gold’s Springpole gold deposit in Ontario, Kirkland Lake Gold’s acquisition of the Fosterville Gold Mine in Australia, the Rattlesnake Hills gold deposit in Wyoming.
About Cordillera Minerals Group Ltd.
The Cordillera Minerals Group Ltd. creates tax advantaged flow-through limited partnerships and invests in Canadian junior mineral issuers who have an experienced and strong management team, and prolific assets and exploration drill targets that offer their investors upside potential and capital appreciation on their investment. http://www.cordilleraminerals.ca/
Mr. Bruce Fair, President and CEO, Cordillera Minerals Group Ltd., added, “Our Partnerships goal is to look for companies with projects in British Columbia but who also have geographical diversification and assets in other provinces or territories. We anticipate a flow-through investment in a company like Golden Sky Minerals with 100 percent owned Yukon and British Columbia assets, along with a growth-focused management team makes Golden Sky Minerals an attractive company for our Flow-Through Limited Partnership at a very modest current valuation.
The Financing may be affected with insiders of the Company subscribing for Flow-Through Units and/or Hard Dollar Units, that portion of the Financing being a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI61-101”). The Company relies on exemptions from the formal valuation and minority approval requirements set out in MI 61- 101. The Company is exempt from the formal valuation requirement of MI 61-101 under sections 5.5(a) and (b) of MI 61-101 in respect of both transactions as the fair market value of each transaction, insofar as it involves the interested part and is not more than the 25% of the Company’s market capitalization. Additionally, the Company is exempt from minority shareholder approval under sections 5.7(1)(a) and (b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the units nor the consideration received in respect thereof from interested party exceeds $2,500,000, (ii) the Company has one or more independent directors who are not employees of the Company, and (iii) all of the independent directors have approved the transaction. Material change reports were not filed prior to the closing of the financing as insider participation had not been established at the time the financing was announced.
About Golden Sky Minerals Corp.
Golden Sky Minerals Corp. is a well-funded junior grassroots explorer focused on the discovery of new precious metal and copper projects through systematic exploration in metal endowed terranes, located in tier-one mining jurisdictions. Golden Sky’s focus is to develop their portfolio of projects to resource stage. Currently, the company has three drill ready projects in the Yukon; this includes the Hotspot, Bullseye, and Luckystrike properties. In addition, the recent property purchase of the Rayfield Copper-Gold Project in southern British Columbia adds to the company’s substantial early-stage project pipeline in Canada.
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 or contact John Newell by telephone (604) 568-8807 or by email at email@example.com or firstname.lastname@example.org.
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.
Statements contained in this news release that are not historical facts are “forward-looking information” or “forward-looking statements” (collectively, “Forward-Looking Information”) within the meaning of applicable Canadian securities legislation. In certain cases, Forward-Looking Information can be identified by the use of words and phrases such as “anticipates”, “expects”, “understanding”, “has agreed to” or variations of such words and phrases or statements that certain actions, events or results “would”, “occur” or “be achieved”. Although Golden Sky has attempted to identify important factors and risks that could affect Golden Sky and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended, including, without limitation: inherent risks involved in the exploration and development of mineral properties; the uncertainties involved in interpreting drill results and other exploration data; the potential for delays in exploration or development activities; the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with Golden Sky’s expectations; accidents, equipment breakdowns, title and permitting matters; labour disputes or other unanticipated difficulties with or interruptions in operations; fluctuating metal prices; unanticipated costs and expenses; uncertainties relating to the availability and costs of financing needed in the future, including to fund any exploration programs on its projects; that Golden Sky may not be able to confirm historical exploration results and other risks set forth in Golden Sky’s public filings at www.sedar.com. In making the forward-looking statements in this news release, Golden Sky has applied several material assumptions, including the assumption that general business and economic conditions will not change in a materially adverse manner. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. Except as required by law, Golden Sky does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.