VANCOUVER, March 17, 2023 - Golden Sky Minerals Corp. (AUEN.V) (the "Company" or "Golden Sky") is pleased to announce that further to its news release dated December 15, 2022, at its annual general and special meeting of shareholders held on January 26, 2023, it received shareholder approval to the previously announced plan of arrangement (the "Arrangement"), pursuant to which Golden Sky will transfer the Bullseye, Argo, and Eagle Mountain exploration properties and $355,000 in cash to its wholly-owned subsidiary, Thunderbird Minerals Corp. ("Thunderbird") in exchange for Thunderbird issuing shares to the shareholders of Golden Sky. More specific information about the Arrangement can be found in the Company's management information circular dated December 19, 2022 (the "Circular"), filed under the Company's profile on www.sedar.com.
In addition, Golden Sky is pleased to announce that on January 30, 2023, it obtained a final order from the Supreme Court of British Columbia to the implementation of the Arrangement.
Under the terms of the Arrangement, shareholders of Golden Sky are entitled to receive 0.5 of one common share of Thunderbird ("Thunderbird Share") for every one Golden Sky share ("Golden Sky Share") held. It is expected that the effective date of the Arrangement will be March 17, 2023. After the effective date of the Arrangement, each issued and outstanding Golden Sky common share purchase warrant ("Golden Sky Warrant") will entitle the holder to receive, upon due exercise of the Golden Sky Warrant, for the original exercise price, one Golden Sky Share that was issuable upon exercise of the Golden Sky Warrant immediately prior to the effective date, and 0.50 of one Thunderbird Share for each Golden Sky Share. Each holder of a Golden Sky incentive stock option ("Golden Sky Option") has agreed to waive any right to receive Thunderbird Shares in addition to the Golden Sky Shares to which each option holder was entitled to receive upon exercise of the holder's Golden Sky Option.
The existing common shares of the Company are expected to be delisted from the TSX Venture Exchange (the "TSXV") at the close of business on March 20, 2023. The Golden Sky Shares are expected to commence trading on the TSXV at the market open on March 21, 2023. The CUSIP numbers of the Golden Sky Shares and the Thunderbird Shares are 381186105 and 88605R104, respectively.
Letters of transmittal have been mailed to registered holders of common shares of Golden Sky, which must be completed and returned to Computershare together with the Golden Sky share certificate at the address specified in the letter of transmittal, in order for Company shareholders to receive Golden Sky Shares and Thunderbird Shares following the effective date of the Arrangement (as that term is defined in the Circular). A copy of the letter of transmittal is also available under the Company's profile on SEDAR at www.sedar.com. Computershare Investor Services Inc. ("Computershare") will forward a replacement share certificate or electronic statement to each registered Company shareholder that is entitled to receive them, representing their allotted number of Golden Sky Shares and Thunderbird Shares in accordance with the Arrangement.
For further details of the Arrangement, please refer to the Company's Circular, which is filed on SEDAR under the Company's profile.
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 or contact John Newell by telephone (604) 568-8807 or by email at firstname.lastname@example.org or email@example.com.
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.
Golden Sky Minerals Corp.
2110 - 650 West Georgia Street Vancouver, British Columbia Canada, V6B 4N9
Telephone: 604 568 8807
Facsimile: 604 681 1864 www.goldenskyminerals.com