Golden Sky Minerals Corp. Receives Exchange Approval, Provides Additional Disclosure on NSR Terms in Boliden Option and Joint Venture Agreement

Rhea-AI Summary

Golden Sky Minerals (OTC: LCKYF / TSXV: AUEN) announced TSX Venture Exchange approval of its Option and Joint Venture Agreement with Boliden Minerals Canada Ltd. Under the Agreement, Boliden can earn up to 80% of the Rayfield copper-gold property by paying CDN $1,000,000 in cash over five years and funding up to CDN $19,000,000 in exploration over six years.

After the earn-in a joint venture will form and Rayfield will be combined with Boliden's Gjoll property. If any party is diluted below 10%, its remaining interest converts to a 1.0% NSR on the combined Rayfield-Gjoll property, subject to a CDN $15,000,000 aggregate royalty cap. No NSR is currently outstanding.

Positive

• Boliden can earn up to 80% interest in Rayfield
• Earn-in funding of up to CDN $19,000,000 for exploration
• Upfront cash payments totaling CDN $1,000,000 over five years
• Combines Rayfield with Boliden's adjoining Gjoll property

Negative

• Dilution below 10% converts interest into a 1.0% NSR
• Aggregate NSR payout capped at CDN $15,000,000 which may limit upside
• NSR arises on future dilution and could reduce future JV returns

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+0.39% session move Open Argus

Details

News Market Reaction – LCKYF

The recorded move for LCKYF in the trading session of this news was +0.39%.

Data tracked by StockTitan Argus. Session date unavailable.

Key Figures

Boliden cash payments: C$1,000,000 Exploration funding: C$19,000,000 NSR royalty rate: 1.0% +5 more

Boliden cash payments

C$1,000,000

Payable over five years under the option and joint venture agreement

Exploration funding

C$19,000,000

Exploration expenditures over six years under the agreement

NSR royalty rate

1.0%

Net smelter returns royalty if JV interest falls below 10%

NSR royalty cap

C$15,000,000

Maximum aggregate royalty payable on the Rayfield-Gjoll property

Boliden earn-in interest

80%

Potential stake in Rayfield copper-gold property upon meeting funding terms

Golden Sky interest

20%

Free-carried interest through discovery in prior partnership disclosure

District size

90,000 hectares

Approximate combined Rayfield and Gjoll land package from prior release

Shareholder approval level

95%+

Disinterested votes approving the option and joint venture on Nov 12, 2025

Historical Context

1 past event · Latest: Nov 17

1 event

1. Nov 17

   Partnership approval

   24h Move

   -6.3%

   Shareholder approval of Boliden option and JV with major earn-in funding.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

net smelter returns royalty, nsr, option and joint venture agreement, joint venture, +2 more

6 terms

net smelter returns royalty financial

"provides the following supplemental disclosure regarding the net smelter returns royalty"

A net smelter returns (NSR) royalty is a contractual right to receive a percentage of the revenue generated from mined minerals after the ore has been processed and sold, with common deductions for refining, smelting and transport costs. Think of it like a landlord taking a slice of a tenant’s monthly sales after the tenant pays basic operating bills. Investors care because an NSR affects the future cash flow and valuation of a mining project and shifts some upside and downside risk away from the operator to the royalty holder.

nsr financial

"regarding the net smelter returns royalty (the "NSR")."

NSR, or Net Service Revenue, is the total income a company earns from its core services after subtracting any discounts, refunds, or allowances. It reflects the actual money coming in from the main operations, similar to how a store’s sales revenue shows what it gains from selling products, minus returns or discounts. For investors, NSR provides a clearer picture of a company's true earning power from its primary business activities.

option and joint venture agreement financial

"approval from the TSX Venture Exchange for its Option and Joint Venture Agreement"

A legal contract that gives one party the right, under specified conditions, to form a joint venture with another party and sets out the rules for that eventual partnership — including timelines, funding commitments, decision-making power and exit terms. For investors it acts like a reservation and blueprint for a future business venture, signaling potential new revenue, shared costs, changes in control or dilution of ownership, and the risks tied to whether the option is exercised.

joint venture financial

"Upon completion of the earn in, a joint venture will be formed"

A joint venture is when two or more companies team up to work on a specific project or business idea, sharing both the risks and the rewards. It’s like friends starting a lemonade stand together—each contributes resources and they split the profits, making it easier to succeed than going alone.

arm's length financial

"This transaction is arm's length to the Company and no finder's fees"

A transaction done at arm's length is one where the buyer and seller act independently and each looks out for their own best interest, so the price and terms reflect what the open market would demand. Investors care because such deals are less likely to be influenced by hidden favors or related-party conflicts, making valuations and financial statements more reliable—think buying from a stranger rather than negotiating with a close friend.

finder's fees financial

"This transaction is arm's length to the Company and no finder's fees are being paid."

Finder's fees are payments made to a person or firm that introduces two parties to a transaction—such as an investor and a company, buyer and seller, or lender and borrower. Like a matchmaker’s commission, they reward the connector for making the deal happen and are usually a one-time fee or small percentage of the deal. Investors care because these fees reduce the net proceeds of a transaction, can indicate how difficult it was to source financing, and may create potential conflicts of interest.

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Vancouver, British Columbia--(Newsfile Corp. - November 27, 2025) - Golden Sky Minerals Corp. (TSXV: AUEN) (OTC Pink: LCKYF) ("Golden Sky" or the "Company") is pleased to announce that it has received approval from the TSX Venture Exchange (the "Exchange") for its Option and Joint Venture Agreement (the "Agreement") with Boliden Minerals Canada Ltd. ("Boliden") and, as requested by the Exchange, provides the following supplemental disclosure regarding the net smelter returns royalty (the "NSR").

This news release is issued further to the Company's news releases dated September 3, 2025 found here, and November 17, 2025 found here, which described the key terms of the Agreement and the approval of the Agreement by disinterested shareholders.

Under the Agreement, Boliden may earn up to an 80 percent interest in the Rayfield copper gold property in south central British Columbia by making cash payments totaling CDN $1,000,000 over five years and funding up to CDN $19,000,000 in exploration expenditures over six years. Upon completion of the earn in, a joint venture will be formed, and the Rayfield Property will be combined with Boliden's adjoining Gjoll property.

In connection with the joint venture, if a party's interest in the joint venture is reduced to below 10 percent, its remaining interest will automatically convert into a 1.0 percent net smelter returns (NSR) royalty on the Rayfield Gjoll property, subject to a maximum aggregate royalty payable of CDN $15,000,000.

The NSR is not an upfront or current obligation of the Company. It only arises if a joint venture participant is diluted below a 10 percent interest. At present, no NSR is outstanding or payable to any party under the Agreement.

This transaction is arm's length to the Company and no finder's fees are being paid.

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 properties to the mineral resource stage through systematic exploration.

Its portfolio includes the Rayfield-Gjoll Copper-Gold Project in British Columbia, the Hotspot and Luckystrike gold projects in Yukon, and the Auden Gold Project in Ontario's Timmins camp. Golden Sky's objective is to create value for shareholders through the discovery and development of world-class mineral deposits. The company was incorporated in 2018 and is headquartered in Vancouver, British Columbia, Canada.

On behalf of the board of Directors

John Newell, President & CEO

Contact Information:
Golden Sky Minerals Corp.
Phone: (604) 512-2329
Email: info@goldenskyminerals.com
Website: www.goldenskyminerals.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.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward looking information includes statements regarding final acceptance of the TSX Venture Exchange, the ability of Boliden to complete the earn in and fund exploration expenditures, the formation and operation of the joint venture, the potential application of the NSR, and the exploration and development plans for the Rayfield Gjoll property and the Company's other projects.

Forward-looking information is based on a number of assumptions that, while considered reasonable by the Company at the date of this news release, are subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied. These risks and uncertainties include, among others, risks relating to exploration, development and mining activities, commodity prices, regulatory approvals, title, financing, and general economic conditions, as well as the risks described in the Company's continuous disclosure filings available on SEDAR Plus at www.sedarplus.ca.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276209

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Golden Sky (LCKYF) announce on November 27, 2025 regarding Boliden?

Golden Sky said the TSX Venture Exchange approved its Option and Joint Venture Agreement with Boliden, allowing Boliden to earn up to 80% of Rayfield.

How much must Boliden spend to earn an 80% interest in Rayfield (LCKYF)?

Boliden must pay CDN $1,000,000 in cash over five years and fund up to CDN $19,000,000 in exploration over six years.

What happens if a joint venture partner is diluted below 10% on the Rayfield‑Gjoll JV?

Any remaining interest automatically converts into a 1.0% NSR on the Rayfield‑Gjoll property, subject to a CDN $15,000,000 aggregate cap.

Is any NSR currently payable to Golden Sky (LCKYF)?

No. The company stated no NSR is outstanding or payable at present.

Will Golden Sky pay finder’s fees for the Boliden transaction?

No. The company said the transaction is arm’s length and no finder's fees are being paid.