Mr. Jordan Trimble reports

SKYHARBOUR ANNOUNCES UPSIZED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP TO C$9.5 MILLION

Skyharbour Resources Ltd., in connection with its previously announced private placement, has entered into an amended agreement with Haywood Securities Inc. and Red Cloud Securities Inc., as co-lead agents and co-bookrunners, to increase the aggregate size of the financing for gross proceeds to the company of up to $9.5-million.

The private placement will now include the sale of: (i) up to five million hard-dollar units of the company at a price of 40 cents per unit for gross proceeds of up to $2-million; plus (ii) any combination of the following for total gross proceeds of up to $7.5-million:

• Charity flow-through (FT) shares at a price per charity FT share of 59 cents;
• Traditional flow-through shares at a price per traditional FT share of 46 cents.

Each unit will consist of one common share of the company plus one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one share at an exercise price of 55 cents for 30 months following the completion of the offering.

The gross proceeds from the sale of the charity FT shares and the traditional FT shares will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures, as both terms are defined in the Income Tax Act (Canada), and will also be used to incur eligible flow-through mining expenditures as defined in The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan), related to the company's projects in Saskatchewan, on or before Dec. 31, 2025, and to renounce all qualifying expenditures in favour of such subscribers effective Dec. 31, 2024. The net proceeds from the sale of units will be used for the 2025 exploration and drilling programs at the company's uranium projects in Saskatchewan, as well as for general working capital purposes.

The offering will be conducted in accordance with available prospectus exemptions pursuant to applicable Canadian securities laws, with the securities issuable under the offering subject to the statutory hold period of four months and one day from the date of issuance.

The offering is scheduled to close on or about Dec. 20, 2024, subject to customary closing conditions, including receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The company has agreed to pay the agents a cash commission of 6.5 per cent of the gross proceeds raised under the offering and issue to the agents compensation options equal to 6.5 per cent of the total number of securities sold under the offering, other than with respect to president's list orders, for which a 3.25-per-cent cash fee shall be payable and 3.25 per cent in compensation options shall be issuable. Each compensation option shall be exercisable at 50 cents for a period of 30 months from the closing date.

The purchase of securities under the offering by related parties are expected to constitute related party transactions of the company under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. It is expected pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, the company will be exempt from obtaining formal valuation and minority approval of the company's shareholders respecting the purchase of securities under the offering by related parties as the fair market value of securities to be purchased under the offering is expected to be below 25 per cent of the company's market capitalization as determined in accordance with MI 61-101.

About Skyharbour Resources Ltd.

Skyharbour holds an extensive portfolio of uranium exploration projects in Canada's Athabasca basin and is well positioned to benefit from improving uranium market fundamentals with interest in 29 projects, 10 of which are drill ready, covering over 580,000 hectares (over 1.4 million acres) of land. Skyharbour has acquired from Denison Mines, a large strategic shareholder of the company, a 100-per-cent interest in the Moore uranium project, which is located 15 kilometres east of Denison's Wheeler River project and 39 kilometres south of Cameco's McArthur River uranium mine. Moore is an advanced-stage uranium exploration property with high-grade uranium mineralization at the Maverick zone that returned drill results of up to 6.0 per cent U3O8 (triuranium octoxide) over 5.9 metres, including 20.8 per cent U3O8 over 1.5 metres at a vertical depth of 265 metres. Adjacent to the Moore project is the Russell Lake uranium project, in which Skyharbour is an operator with joint venture partner Rio Tinto. The project hosts several high-grade uranium drill intercepts over a large property area with robust exploration upside potential. The company is actively advancing these projects through exploration and drill programs.

Skyharbour also has joint ventures with industry leader Orano Canada Inc., Azincourt Energy and Thunderbird Resources at the Preston, East Preston and Hook Lake projects, respectively. The company also has several active earn-in option partners, including Canadian Securities Exchange listed Basin Uranium Corp. at the Mann Lake uranium project; CSE-listed Medaro Mining Corp. at the Yurchison project; TSX-V-listed North Shore Uranium at the Falcon project; UraEx Resources at the South Dufferin and Bolt projects; Hatchet Uranium at the Highway project; Mustang Energy at the 914W project; and TSX-V-listed Terra Clean Energy at the South Falcon East project, which hosts the Fraser Lakes Zone B uranium and thorium deposit. In aggregate, Skyharbour has now signed earn-in option agreements with partners that total over $41-million in partner-financed exploration expenditures, over $30-million worth of shares being issued and over $22-million in cash payments coming into Skyharbour, assuming that these partner companies complete their entire earn-ins at the respective projects.

Skyharbour's goal is to maximize shareholder value through new mineral discoveries, committed long-term partnerships and the advancement of exploration projects in geopolitically favourable jurisdictions.

We seek Safe Harbor.