Blue Sky Global Energy Corp. Completes Qualifying Transaction and Announces Listing on the TSXV

2023-07-18 / @newsfile

 

Calgary, Alberta--(Newsfile Corp. - July 18, 2023) - Blue Sky Global Energy Corp. (TSXV: BGE) (formerly ITOK Capital Corp.) ("Blue Sky" or the "Company") announces that it has completed its previously disclosed acquisition (the "Transaction") of all of the issued and outstanding securities of 2413017 Alberta Ltd. (the "Target"), a private company incorporated under the laws of the Province of Alberta that through its wholly owned subsidiaries holds oil and gas assets located in the Country of Belize. The Company has received final approval from the TSX Venture Exchange (the "TSXV") for the listing of the Resulting Issuer of the Transaction, and the Company's common shares ("Common Shares") are expected to commence trading on the TSXV under the ticker symbol "BGE" on or about July 20, 2023.

The Transaction constitutes the Company's Qualifying Transaction (as defined by Policy 2.4 - Capital Pool Companies of the TSXV) and was completed according to the terms of an amalgamation agreement dated February 24, 2023 (the "Amalgamation Agreement") pursuant to which the Company acquired all of the issued and outstanding securities of the Target by way of a three-cornered amalgamation with a wholly-owned subsidiary of the Company under the laws of the Province of Alberta.

Pursuant to the Amalgamation Agreement, the issued and outstanding common shares of the Target ("Target Shares") were exchanged for Company Shares on a 1:2.8631 basis in connection with the Transaction. Following completion of the Transaction, the Company will have a total of 52,270,293 Common Shares issued and outstanding, with the former Target shareholders holding 44,007,955 Common Shares representing approximately 77% of the issued and outstanding Common Shares (on an undiluted basis), 650,000 Common Shares were issued to finders in connection organizing the Transaction representing approximately 1% of the issued and outstanding Common Shares of the Company and the pre-Transaction shareholders of the Company will hold 7,612,338 Common Shares representing approximately 13% of the issued and outstanding Common Shares of the Company.

Following closing of the Transaction on July 18, 2023, the leadership team of the Company is as follows:

  • Mohammad Fazil - President, Chief Executive Officer, Corporate Secretary and Director
  • Dean Casorso - Chief Operating Officer and Director
  • Tas Mann - Chief Financial Officer
  • Scott Reeves - Director
  • James Tworek - Director (appointed May 25, 2023 and subject to approval by the TSXV)

Mr. Tworek (Age 42) has held Director, Senior Management, Analytical and Operations roles in both public and private companies. Mr. Tworek's 25-year career started in banking in 1998 where he garnered a wealth of experience across diverse industries between Commercial Banking, Mining, Project Finance, Mortgage Brokerage mezzanine debt, Oil and Gas, Hemp/legal Cannabis, and Clean Water/Envirotech industries. Mr. Tworek is also the chief executive officer of Element79 Gold Corp., a public company listed on the Canadian Securities Exchange and a director of Florence One Capital Inc. a capital pool company publicly listed on the TSXV. Mr. Tworek will allocate approximately 10% of his time to the Company. Mr. Tworek and his spouse beneficially own, directly or indirectly and/or have control or direction over 13,718 common shares of the Company, all of which will be held in escrow as per TSXV requirements and will be released 10% on listing and then 15% every 6 months over a period of 36 months from the date of listing.

As described in the Company's filing statement dated May 15, 2023 (the "Filing Statement"), prepared in connection with the Transaction and in accordance with Policy 2.4 of the TSXV, certain of the Company Shares are subject to escrow requirements or seed share resale restrictions in accordance with TSXV Policy 5.4 - Escrow, Vendor Considerations and Resale Restrictions. Additional information related to the Company's business and the Transaction (including the members of the management team and board of directors listed above) is available in the Filing Statement. The Filing Statement is available under the Company's profile on SEDAR at www.sedar.com. Readers are encouraged to review the Filing Statement for full details on the Transaction.

About Blue Sky Global Energy Corp.

The Company is a publicly-traded entity listed on the TSXV under the symbol "BGE" with assets which are comprised primarily of approximately 180,000 acres of land ("Contracting Area") located in the Corozal Basin in Belize which may hold prospective oil and gas resources, and which so far includes one discovery, the SBC field. The SCB field contains four wells, two of which have been tested, the SCB#1 and the SCB#2 wells. A wholly owned subsidiary of the Company has entered into a Production Sharing Agreement ("PSA") with the Government of Belize which they hold a 100% contractor position in the Contracting Area. Pursuant to the PSA, this wholly owned subsidiary of the Company has the exclusive right to conduct all petroleum operations within the Contracting Area.

For more information please contact:

Blue Sky Global Energy Corp.
Mohammad Fazil
President, Chief Executive Officer, Corporate Secretary and Director
Email: mofazil@gmail.com

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that constitute "forward-looking statements". Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.

Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include: information relating to timing for the commencement of trading of the Common Shares on the TSXV; and the exploration and development of the company's assets. Such statements and information reflect the current view of the Company. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements.

The forward-looking statements contained in this news release represent the expectations of the Company as of the date of this news release and, accordingly, are subject to change after such date. Readers should not place undue importance on forward-looking statements and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

THE TSXV HAS IN NO WAY PASSED UPON THE MERITS OF THE TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS RELEASE.

NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER U.S. NEWSWIRES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/173947

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