Goldsky enters definitive deal for 55% of Barsele

Executive Summary

• Goldsky Resources Corp. has entered into a definitive agreement to acquire Agnico Eagle Sweden AB’s 55% interest in Gunnarn Mining AB, thereby consolidating 100% ownership of the Barsele gold project in Sweden.
• The transaction consideration includes $20 million (U.S.) in cash, approximately 75.5 million common shares of Goldsky (valued at ~$199.3 million CAD), and a 2% net smelter return (NSR) royalty.
• Agnico Eagle will become a control person, holding approximately 32.5% of Goldsky’s shares post-closing, necessitating a special shareholder meeting in March 2026 for approval.

Key Details

• Transaction Structure: Goldsky acquires Agnico Sweden’s 55% interest in Gunnarn Mining AB, which owns and operates the Barsele project. The existing joint venture agreement between Goldsky and Agnico Sweden will be terminated.
• Consideration:
  • Cash: $20 million (U.S.).
  • Shares: 75,509,577 common shares of Goldsky. The number of shares was calculated based on a price of $2.64 (CAD) per share, equating to approximately $199,345,283 (CAD). These shares are subject to a hold period of four months and one day.
  • Royalty: Goldsky grants Agnico a 2% NSR on Barsele, which may be repurchased for $50 million (U.S.) at any time prior to two years following commercial production.
  • Assumed Royalty: Goldsky assumes Agnico’s obligation under an existing 2% NSR in favor of Orex Minerals Inc., which may be repurchased for $5 million (U.S.).
• Strategic Rationale & Project Highlights:
  • Location: Barsele is located in the Vasterbottens Lan mining district in northern Sweden, covering ~25,000 hectares within the Fennoscandian Shield.
  • Resources:
    • Indicated: 7.88 million tonnes at 1.27 g/t Au (320,781 oz Au).
    • Inferred: 28.75 million tonnes at 1.98 g/t Au (1.83 Moz Au).
  • District Scale: Barsele is located in the center of Goldsky’s existing 100%-owned exploration license area, bringing the total district-scale license position to approximately 80,000 hectares on Sweden's Gold Line greenstone belt.
  • Infrastructure: Access by road, rail, and hydro power; qualified workforce in an active mining region.
• Agnico Eagle’s Post-Transaction Position:
  • Agnico will own approximately 32.5% of Goldsky’s common shares (increasing from ~4.2% pre-transaction).
  • Agnico will become a "control person" under TSX Venture Exchange policies.
  • A transition agreement will provide Agnico with support for nine months post-closing.
  • An investor rights agreement will grant Agnico participation, top-up, board nomination, demand, and piggyback registration rights.
• Shareholder Approval: A special shareholder meeting is scheduled for March 2026 to seek approval for the creation of a new control person. A management information circular will be filed on SEDAR+.
• Advisory Fees: Goldsky agreed to pay Nuvolari Capital Ltd. a finder’s fee of 3% of the aggregate value of cash and share consideration, totaling approximately $6,797,559 (CAD). This fee will be paid via the issuance of 2,574,833 common shares based on a deemed price of $2.64 (CAD) per share.
• Closing Conditions: Expected during Q2 2026 (no later than June 30, 2026), subject to shareholder, regulatory (including TSX-V), and other customary approvals.

Notable Quotes

• Russell Bradford, President and CEO: "The acquisition of the remaining 55-per-cent interest in the Barsele project from Agnico is a transformational milestone in Goldsky's history and future growth. We now have 100-per-cent control of what we believe has the potential to become a Tier 1 gold project in a world-class mining jurisdiction in Sweden."
• Russell Bradford, President and CEO: "Following our successful $80-million (Canadian) fundraising in September, 2025, Goldsky is well resourced to significantly increase the development of this world-class Nordic gold project."