Goldsky Resources closes Swedish asset acquisition

Executive Summary

• Goldsky Resources Corp. has closed the acquisition of the Nordic Business Unit (NBU) from Elemental Royalty Corp., acquiring regional infrastructure in northern Sweden, exploration equipment, and a technical team.
• The total consideration is 3,247,000 Swedish kroner (approx. $360,000 USD), structured as staged payments split between cash and common shares.
• Elemental Royalty retains a 1% Net Smelter Return (NSR) royalty on new projects staked by Goldsky in Sweden and Finland within five years of the agreement.

Key Details

• Transaction Structure: Acquisition of Elemental Royalty Corp.'s Nordic Business Unit (NBU), including an exploration camp in northern Sweden, exploration equipment inventory, and technical staff.
• Total Consideration: 3,247,000 Swedish kroner (approximately $360,000 USD).
• Payment Terms (Staged):
  • Initial Payment: 1,052,000 SEK (approx. $58,825 USD in cash + shares).
    • Satisfied by issuance of 20,138 Goldsky common shares.
    • Deemed price per share: $3.98 CAD.
    • Cash portion: 526,000 SEK.
  • First Anniversary Payment: 1,195,000 SEK (approx. $132,200 USD) payable on the first anniversary of closing.
  • Second Anniversary Payment: 1,000,000 SEK (approx. $110,600 USD) payable on the second anniversary of closing.
• Share Pricing Mechanism: The deemed issue price for future share payments is the greater of $1.26 CAD or the Volume Weighted Average Price (VWAP) of Goldsky shares on the TSX Venture Exchange over the 10 consecutive trading days preceding the issue date.
• Royalty Retention: Elemental retains a 1% NSR royalty on any new projects organically generated (newly staked) by Goldsky in Sweden and Finland within five years of the agreement effective date.
• Arm's Length Status: Parties were non-arm's length at the time of the initial agreement due to a shared director; they are now arm's length following Elemental's acquisition of EMX Royalty Corp.
• Regulatory/Compliance:
  • TSX Venture Exchange approval was obtained prior to closing.
  • Shares issued are subject to a statutory hold period of four months and one day.
  • No finders' fees were paid.
• Related Assets: Goldsky is consolidating assets in Sweden and Finland, with its flagship asset being the Barsele gold project (100% ownership transaction with Agnico Eagle).

Notable Quotes

• None provided in the text.