Mr. Russell Bradford reports
GOLDSKY TO BECOME 100% OWNER OF BARSELE GOLD PROJECT VIA ACQUISITION OF AGNICO EAGLE'S 55% INTEREST
Goldsky Resources Corp. has entered into a definitive agreement dated Jan. 28, 2026, with Agnico Eagle Sweden AB, a wholly owned subsidiary of Agnico Eagle Mines Ltd., pursuant to which Goldsky has agreed to acquire the remaining 55-per-cent interest in the Barsele gold project in Sweden from Agnico, resulting in Goldsky consolidating 100-per-cent ownership of Barsele.
The transaction will be effected through the acquisition by Goldsky of Agnico Sweden's 55-per-cent interest in Gunnarn Mining AB. Gunnarn currently owns and operates Barsele pursuant to a joint venture agreement between Goldsky and Agnico Sweden, which will be terminated in connection with the transaction. Consideration for the transaction includes a cash payment of $20-million (U.S.) and 75,509,577 common shares of Goldsky. In addition, Goldsky will grant Agnico Sweden a 2-per-cent net smelter return royalty on Barsele. On closing of the transaction, Goldsky will hold a 100-per-cent interest in Gunnarn.
Barsele highlights and strategic rationale:
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Location: Barsele is located in the mining district of Vasterbottens Lan in northern Sweden, about 600 kilometres north of Stockholm, covering roughly 25,000 hectares within the Fennoscandian Shield;
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Indicated and inferred mineral resources: indicated mineral resource: 7.88 million tonnes grading 1.27 grams per tonne gold containing 320,781 ounces Au; inferred mineral resource: 28.75 Mt grading 1.98 g/t Au containing 1.83 Moz Au;
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Existing infrastructure: Barsele is well supported with excellent access by road, rail and hydro power, a qualified work force, and services in an active mining region of Sweden.
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Strategic control consolidating Goldsky's existing district-scale licence across the Gold Line belt; Barsele is located in the centre of Goldsky's 100-per-cent-owned existing exploration licence area, which, combined with Barsele, totals approximately 80,000 hectares on Sweden's Gold Line greenstone belt;
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Agnico's pro forma interest in Goldsky: Following completion of the transaction, Agnico will own approximately 32.5 per cent of Goldsky's common shares; Agnico and Goldsky will enter into a transition agreement pursuant to which Agnico will agree to provide certain support to Goldsky for nine months following closing.
Russell Bradford, president and chief executive officer of Goldsky, stated: "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. Under Agnico, the Barsele project has been developed using best practices in technical and environmental compliance, as well as community engagement, and, at Goldsky, we are committed to continue with these practices to ensure the Barsele project is developed responsibly for all our stakeholders as part of our vision to become the next major Nordic gold developer.
"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. May I take this opportunity to sincerely thank everyone who was involved in making this transition a reality."
Investor conference call: today 11 a.m. EST (Toronto)/5 p.m. Central European Time (Sweden)
Russell Bradford, president and chief executive officer of Goldsky, will host a conference call and question-and-answer session today at 11 a.m. EST. Analysts and investors can register.
A presentation providing further detail on the transaction is available on the company's website.
In addition, a video interview with Russell Bradford, chief executive officer, discussing the transaction, is also available at the company's website.
Transaction details
Pursuant to the agreement, Goldsky will acquire Agnico Sweden's 55-per-cent interest in Gunnarn for $20-million (U.S.) in cash, 75,509,577 consideration shares and the grant of a 2-per-cent net smelter royalty on production from Barsele. The number of consideration shares was calculated using a price of $2.64 (Canadian) per consideration share, which is equal to the 20-day volume-weighted average price of Goldsky's common shares prior to entering into the agreement and equates to a value of approximately $199,345,283 (Canadian). The consideration shares will be subject to a hold period of four months and one day from the date of issuance. The 2-per-cent NSR may be repurchased by Goldsky for $50-million (U.S.) at any time prior to two years following the achievement of commercial production at Barsele. In addition, Goldsky will assume Agnico's obligations under an existing 2-per-cent net smelter return royalty on Barsele in favour of Orex Minerals Inc., which may be repurchased at any time by Goldsky for $5-million (U.S.). Agnico is arm's length to Goldsky, and the transaction was negotiated on an arm's-length basis.
On closing of the transaction, Goldsky and Agnico Eagle will enter into an investor rights agreement providing Agnico Eagle with certain participation, top-up and board nomination rights, as well as demand and piggyback registration rights, all on customary terms.
The policies of the TSX Venture Exchange require shareholder approval where a transaction creates a shareholder that holds or controls 20 per cent or more of an issuer's shares (a control person). Prior to entering into the agreement, Agnico owned 7,353,291 common shares of Goldsky, representing approximately 4.2 per cent of the issued and outstanding common shares of Goldsky on a non-diluted and partially diluted basis. On closing of the transaction, Agnico Eagle is expected to own approximately 82,862,868 common shares of Goldsky, representing approximately 32.5 per cent of the common shares of Goldsky on a non-diluted and partially diluted basis, and, therefore, is expected to be a control person following closing. As a result, the company intends to hold a special shareholder meeting in March, 2026, to seek approval of the creation of a new control person from disinterested shareholders. In connection with the meeting, Goldsky will prepare a management information circular, which will be made available to shareholders of Goldsky in due course and which will include details on the transaction (including with respect to Agnico Eagle becoming a control person of the company). A copy of the circular will be filed on Goldsky's SEDAR+ profile.
Closing of the transaction is expected to occur during second quarter 2026 and no later than June 30, 2026, and is subject to the receipt of all necessary shareholder, regulatory and other approvals (including that of the TSX Venture Exchange) and the satisfaction of other customary closing conditions.
Goldsky has agreed to pay Nuvolari Capital Ltd., an arm's-length party, a corporate advisory fee in connection with completion of the transaction, equal to 3 per cent of the aggregate value of cash consideration and consideration shares to be paid and issued, as applicable to Agnico, for a finder's fee with an aggregate value of approximately $6,797,559 (Canadian). The finder's fee is subject to approval of the TSX-V and, if approved, will be paid by way of issuance of 2,574,833 common shares of Goldsky based on a deemed price of $2.64 (Canadian) per share, which is equal to the 20-day VWAP of the Goldsky shares immediately prior to announcement of the transaction.
Qualified persons
The technical and scientific information in this news release relating to Goldsky was reviewed, verified and approved by Benjamin Gelber, a practising professional geologist (PGeo) registered with Engineers & Geoscientists British Columbia (licence No. 33258), current vice-president, exploration, of Lithium Africa Resources Corp., former vice-president, exploration, and chief technical adviser of Goldsky, who is a qualified person as defined in National Instrument 43-101 and has reviewed and approved the scientific and technical information within this news release. Mr. Gelber is a consultant of Goldsky and considered independent of Goldsky under NI 43-101.
About Goldsky Resources Corp.
Goldsky Resources is a Canadian-based gold exploration company, consolidating assets in Sweden and Finland, with a vision to create Europe's next gold camp. The company's flagship asset is the Barsele gold project in northern Sweden. Immediately surrounding the Barsele project, a district-scale licence position composed of two additional projects (Paubacken and Storjuktan), of which Goldsky Resources is the 100-per-cent owner, and which, combined with Barsele, total approximately 80,000 hectares on the Gold Line greenstone belt. Additionally, in northern Finland, Goldsky is the 100-per-cent owner of a district-scale position covering the entire underexplored Oijarvi greenstone belt, including the Kylmakangas deposit, the largest known gold occurrence on this belt. Goldsky is also the 100-per-cent owner of the Rajapalot gold cobalt project situated in Finland, which has an inferred mineral resource of 9.78 million tonnes containing 867,000 ounces gold at 2.8 g/t Au and 4,300 t cobalt at 441 parts per million Co (National Instrument 43-101 technical report on a preliminary economic assessment of the Rajapalot gold-cobalt project, Finland, effective date: Dec. 19, 2023; prepared for Mawson Finland Ltd. by SRK Consulting (U.K.) Ltd.; SRK qualified person Christopher Bray Beng (mining), MAusIMM (CP), Ove Klaver, MSc (geology), EurGeol, Eemeli Rantala, MSc (geology), PGeo, Craig Brown, BE (chemistry), GradDipGeosci, FAusIMM, Mathieu Gosselin, Beng (mining), PEng).
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