Skyharbour Enters into Main Strategic Settlement with Denison Mines to Kind 4 New Joint Ventures at Russell Lake; Mixed Undertaking Consideration of as much as $61.5 Million

Skyharbour Sources Ltd. (TSX-V: SYH ) (OTCQX: SYHBF ) (Frankfurt: SC1P ) (“Skyharbour”, “SYH” or the “Firm”) is happy to announce that it has entered right into a definitive repurchase settlement (the “Strategic Settlement”) with Denison Mines Corp. (“Denison” or “DML”) whereby Denison will purchase an preliminary venture curiosity in Skyharbour’s Russell Lake Uranium Undertaking (“Russell” or the “Undertaking”) and the events have agreed to enter into 4 separate three way partnership agreements at closing on numerous claims making up Russell (the “Transaction”). The Undertaking is strategically situated within the central portion of the Japanese Athabasca Basin of northern Saskatchewan, with entry to regional infrastructure, together with an all-weather highway and powerline.

Russell Lake Undertaking Location Map:
http://www.skyharbourltd.com/_resources/photos/2025-11-14percent20SKY-RussellLake-Up to date.jpg

Highlights:

• Strategic Settlement represents mixed whole venture consideration of as much as CAD $61.5 million consisting of money or share funds to Skyharbour totalling as much as $21.5 million (together with $18.0 million earlier than 12 months finish) plus expenditures totalling as much as $40.0 million for Denison to accumulate between a 20% and 70% possession curiosity over seven years within the claims making up Russell, with Skyharbour proudly owning the remaining pursuits.

• Denison (TSX: DML; NYSE American: DNN), a number one uranium mining firm with a market capitalization of over $3 billion, is growing the Wheeler River Undertaking (“Wheeler River”), which shares a 55 kilometre border with Russell. Denison is an current, giant company shareholder of Skyharbour and now joins the Firm as a strategic, lively, funding accomplice at Russell.

• The Undertaking will probably be divided into 4 totally different joint ventures, together with Russell Lake (“RL”), Getty East, Wheeler North, and the Wheeler River Inlier Claims, of which Skyharbour will retain preliminary possession pursuits of 80%, 70%, 51%, and 30%, respectively. Denison can then earn as much as a 70% curiosity within the Wheeler North and Getty East properties by way of possibility agreements.

• The technical groups of Denison and Skyharbour will work cooperatively to advance and unlock worth throughout the joint ventures, using top-tier exploration and growth experience within the area.

• Denison has dedicated to a minimal of $4 million in exploration expenditures over the primary two years at Wheeler North and Getty East mixed, in addition to agreeing to fund to take care of its pro-rata 20% participation curiosity within the RL claims by way of 2029 up till such time that whole exploration expenditures on the property attain $10 million.

• Skyharbour to stay operator with an 80% possession curiosity on the RL claims comprising over 53,192 hectares of the unique 73,314 hectare Russell Lake Undertaking. The Firm may even act as operator through the first earn-in at Getty East with Denison sole funding the exploration so as to fulfill the earn-in possibility standards.

• Skyharbour to profit with a considerable monetary dedication from Denison earlier than 12 months finish to assist fund its uranium exploration and company actions by way of 2026. The Firm may even generate income from its operator payment on the McGowan Lake exploration camp on the Undertaking.

• Skyharbour will proceed to instantly advance its high-grade Moore Uranium venture in addition to the RL claims at Russell, whereas accomplice firms fund exploration at among the Firm’s different initiatives.

Jordan Trimble, President and CEO of Skyharbour, said: “This can be a transformative transaction for Skyharbour and our shareholders because it represents a significant stamp of approval for Russell with as much as $61.5 million in mixed venture consideration coming in. We’re more than happy to broaden upon our long-standing relationship with Denison and to accomplice with their crew to advance one of many extra potential exploration initiatives within the Athabasca Basin proximal to current and growing mines. Denison’s success in exploring, allowing, and growing the neighboring world-class Wheeler River Undertaking will present appreciable perception and expertise as we collectively pursue success at Russell. Additional, this transaction delivers on our perception that Russell must be handled as a number of totally different initiatives because of the abundance of targets and sheer scale of the land package deal in one of the crucial prolific uranium exploration corridors on the earth. The construction and phrases of the Strategic Settlement enable Skyharbour to proceed exploring as operator on the majority of the claims at Russell, whereas collaborating sooner or later success that Denison seeks as operator on the Wheeler North and Wheeler River Inlier claims. Moreover, we’ll obtain a major amount of money and Denison shares to assist fund our exploration efforts and company actions by way of 2026.”

David Cates, President and CEO of Denison, additional commented: “As Denison nears receipt of ultimate regulatory approvals for the Phoenix In-Situ Restoration mine proposed for our flagship Wheeler River property, we’re additionally making measured investments in our venture pipeline – together with our subsequent growth belongings and high-potential exploration properties. Given its proximity to Wheeler River, Denison has had an curiosity in including Russell to our property portfolio for a lot of my practically twenty years with the Firm. This transaction achieves that goal by offering Denison with the chance to guide and take part in exploration efforts throughout 4 newly created joint ventures, that are designed to drive collaboration between Denison and Skyharbour’s technical groups. We’re excited to construct on our long-standing relationship with Skyharbour and speed up the analysis of this distinctive package deal of extremely potential floor.”

Reorganization of the Russell Lake Undertaking:
https://www.skyharbourltd.com/_resources/photos/Russell-Map-New.jpg

Upon closing of the Strategic Settlement, Denison will earn an preliminary venture curiosity in every of the 4 new Russell exploration initiatives together with a 49% curiosity within the Wheeler North claims, a 20% curiosity within the RL claims, a 30% curiosity within the Getty East claims, and a 70% curiosity within the Wheeler River Inlier claims.

1. Wheeler North (51% SYH, 49% DML ; topic to extra earn-in choices ) : The yellow claims within the map above symbolize 16,409 hectares over eight claims. The claims host among the exploration targets situated proximal to Wheeler River, together with the Grayling and Fork Zones. Upon closing of the Transaction, Denison can have the choice to extend its curiosity in Wheeler North to a 70% curiosity in these claims and Denison will turn into the operator of Wheeler North as described in additional element under.
2. Russell Lake or RL (80% SYH, 20% DML) : The pink claims within the map above symbolize 53,192 hectares over 16 claims. These claims are situated north and west of Skyharbour’s Moore Undertaking and host quite a few exploration goal areas together with Christie Lake, NE Russell, Blue Metal, Taylor Bay, South Russell, and Kowalchuk Lake. To be able to keep its preliminary curiosity in RL, Denison has agreed to fund its professional rata share of as much as a most of C$10.0 million in whole venture expenditures. Upon the closing of the Transaction, Skyharbour will stay operator of RL.
3. Wheeler River Inliers (30% SYH, 70% DML) . The blue claims within the map above symbolize 608 hectares over two claims. These are inlier claims inside Denison’s Wheeler River venture internet hosting the West Russell and C-Block exploration goal areas. DML will turn into operator of the Wheeler River Inliers.
4. Getty East (70% SYH, 30% DML ; topic to extra earn-in choices ) . The inexperienced declare within the map above representing 3,105 hectares is host to the Little Man Lake exploration prospect. The declare borders Cameco’s Cree Zimmer property which holds its Key Lake operations to the south.  Upon the closing of the Transaction, Skyharbour will stay operator of Getty East; nonetheless, Denison can have the choice to turn into the operator and purchase as much as a 70% curiosity on this three way partnership as described in additional element under.

Transaction Particulars:

The consideration cost will include a $2 million money cost instantly upon execution of the Strategic Settlement (the “Upfront Fee”), and deferred consideration of $16 million (the “Deferred Consideration”) payable on or earlier than December 31 ^st , 2025.

The Deferred Consideration shall be payable in two tranches, every of which can be paid in money or shares of Denison at Denison’s election, together with $8 million on or earlier than the fifth enterprise day previous to December 21 ^st , 2025, and one other $8 million inside 10 days of December 21 ^st , 2025. Closing of the transaction (“Closing”) is anticipated to happen on or earlier than December 21 ^st , 2025.

The present exploration camp at McGowan Lake on the Undertaking will proceed to be operated by Skyharbour and an administrative payment will probably be payable by Denison to Skyharbour. The claims comprising Russell are topic to varied current underlying royalties to different events.

The Transaction is topic to customary approvals, together with Skyharbour acquiring TSX Enterprise Change approval. The Transaction will probably be thought-about a Reviewable Transaction underneath TSX Enterprise Change insurance policies as David Cates is a director of each Denison and Skyharbour.

Denison Earn-In Choices:

The Earn-In Choice Agreements grant Denison an possibility to earn extra pursuits in Wheeler North and Getty East.

Wheeler North Earn-In Choice :

Beneath the phrases of the Wheeler North Earn-In Choice Settlement, Denison could purchase as much as a 70% curiosity in Wheeler North. The choice settlement comprises two (2) phases, as summarized under:

Section 1: To earn an extra 11% curiosity in Wheeler North (rising Denison’s possession to 60%), Denison should:

• Incur $10.0 million in exploration expenditures at Wheeler North inside 48 months of Closing, of which $2.5 million in exploration expenditures have to be accomplished inside 24 months of Closing, and

• Make a money cost within the quantity of $1.5 million to Skyharbour inside 48 months of Closing.

Section 2: To earn an extra 10% curiosity (rising Denison’s possession to 70%) in Wheeler North, Denison should full the necessities of Section 1, plus the next:

• Incur an extra $15.0 million in exploration expenditures at Wheeler North inside 7 years of Closing, and

• Make a additional money cost within the quantity of $2.0 million to Skyharbour inside 7 years of Closing.

Getty East Earn-In Choice Settlement:

Beneath the phrases of the Getty East Choice Settlement, Denison could purchase as much as a 70% curiosity in Getty East. The choice settlement comprises two (2) phases, as summarized under:

Section 1: To earn an extra 19% curiosity in Getty East (rising Denison’s possession to 49%), Denison should incur $5.0 million in exploration expenditures at Getty East inside 48 months of Closing, of which $1.5 million have to be accomplished inside the first 24 months of Closing.

Section 2: To earn an extra 21% curiosity in Getty East (rising Denison’s possession to 70%), Denison should full the necessities of Section 1, plus incur an extra $10 million in exploration expenditures inside 7 years of Closing. Upon completion of the Section 2 earn-in possibility standards, Denison can have the choice to turn into the operator on this three way partnership.

Russell Lake Uranium Undertaking Overview:

The Russell Lake Undertaking is a big, advanced-stage uranium exploration property totalling 73,314 hectares strategically situated between Cameco’s Key Lake and McArthur River Tasks, and adjoining Denison’s Wheeler River Undertaking to the west and Skyharbour’s Moore Uranium Undertaking to the east. The northern extension of Freeway 914 between Key Lake and McArthur River runs by way of the western extent of the property and vastly enhances accessibility, whereas a high-voltage powerline is located alongside this highway.

Skyharbour’s New 80% Owned RL Undertaking:

The claims making up the RL Undertaking represent over seventy p.c of the unique Russell venture space and can proceed to be explored by Skyharbour because the operator and 80% proprietor. Denison will purchase a 20% curiosity and has agreed to fund to take care of its pro-rata participation curiosity within the RL claims by way of December 31 ^st , 2029, or till such time that whole expenditures on the properties have reached $10 million.

The RL claims have quite a few extremely potential targets that Skyharbour will proceed to advance. The Christie Lake goal space comprises basement-hosted uranium mineralization with historic drilling returning 0.17% U ₃ O ₈ over 0.4 metres at 436.4 metres depth in gap CL-10-03, hosted inside a strongly hematized breccia. A potential clay altered basement fault system runs all through this space.

The Blue Metal goal space includes graphitic metasediments that had been final drilled in 2008. The complete extent of the graphitic hall stays unknown and fully untested. Historic geophysics point out potential faulting alongside this hall, highlighting it as a precedence space for follow-up work utilizing fashionable geophysical strategies to refine drill targets.

The Kowalchuk space, located inside the southern Russell claims, is one other potential space on the RL claims, with a number of inferred structural tendencies passing by way of it. This space has seen solely restricted fashionable geophysical protection up to now.

Along with the aforementioned goal areas, there are numerous kilometres of untested EM conductors on the RL claims underlain by rocks of low magnetic depth, suggestive of the presence of potential graphitic meta-pelitic basement lithologies typical of Athabasca-style uranium programs. With restricted fashionable exploration performed over the previous 12 years, the RL claims stay underexplored and extremely potential for each increasing identified mineralized zones and making new discoveries.

Advisors and Counsel:

Haywood Securities Inc. is appearing as monetary advisor to Skyharbour in reference to the Transaction, and AFG Legislation LLP and DuMoulin Black LLP are appearing as authorized counsel to Skyharbour.

Certified Individual:

The technical data on this information launch has been ready in accordance with the Canadian regulatory necessities set out in Nationwide Instrument 43-101 and reviewed and authorised by Serdar Donmez, P.Geo., VP of Exploration for Skyharbour in addition to a Certified Individual.

About Skyharbour Sources Ltd.:

Skyharbour holds an intensive portfolio of uranium exploration initiatives in Canada’s Athabasca Basin and is nicely positioned to profit from bettering uranium market fundamentals with curiosity in thirty-seven initiatives overlaying over 616,000 hectares (over 1.5 million acres) of land. Skyharbour has acquired from Denison Mines, a big strategic shareholder of the Firm, a 100% curiosity within the Moore Uranium Undertaking, which is situated 15 kilometres east of Denison’s Wheeler River venture and 39 kilometres south of Cameco’s McArthur River uranium mine. Moore is an advanced-stage uranium exploration property with high-grade uranium mineralization in a number of zones on the Maverick Hall. Adjoining to the Moore Undertaking is the Russell Lake Uranium Undertaking, which hosts widespread uranium mineralization in drill intercepts over a big property space with exploration upside potential. The Firm is actively advancing these initiatives by way of exploration and drilling applications.

Skyharbour additionally has joint ventures with trade leaders Denison Mines, Orano Canada Inc., Azincourt Vitality, and Thunderbird Sources on the Russell, Preston, East Preston, and Hook Lake Tasks, respectively. The Firm additionally has a number of lively earn-in possibility companions, together with CSE-listed Basin Uranium Corp. on the Mann Lake Uranium Undertaking; TSX-V listed North Shore Uranium on the Falcon Undertaking; UraEx Sources on the South Dufferin and Bolt Tasks; Hatchet Uranium on the Freeway Undertaking; CSE-listed Mustang Vitality on the 914W Undertaking; and TSX-V listed Terra Clear Vitality on the South Falcon East Undertaking.

In combination, Skyharbour has now signed earn-in possibility agreements with companions that whole to doubtlessly over $76 million in partner-funded exploration expenditures and over $42 million in money and share funds coming into Skyharbour, assuming that these accomplice firms full their complete earn-ins on the respective initiatives.

Skyharbour’s aim is to maximise shareholder worth by way of new mineral discoveries, dedicated long-term partnerships, and the development of exploration initiatives in geopolitically beneficial jurisdictions.

Skyharbour’s Uranium Undertaking Map within the Athabasca Basin:
http://www.skyharbourltd.com/_resources/photos/SKY-SaskProject-Locator-2025-11-14-Up to date.jpg

To search out out extra about Skyharbour Sources Ltd. (TSX-V: SYH) go to the Firm’s web site at www.skyharbourltd.com .

Skyharbour Sources Ltd.

“Jordan Trimble”

Jordan Trimble
President and CEO

For additional data contact myself or:
Nicholas Coltura
Investor Relations Supervisor
Skyharbour Sources Ltd.
Phone: 604-558-5847
Toll Free: 800-567-8181
Facsimile: 604-687-3119
E mail: information@skyharbourltd.com

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.

This launch consists of sure statements that could be deemed to be “forward-looking statements”. All statements on this launch, apart from statements of historic info, that tackle occasions or developments that administration of the Firm expects, are forward-looking statements, together with receipt of TSXV approval to the Transaction and the closing of the Transaction. Though administration believes the expectations expressed in such forward-looking statements are based mostly on cheap assumptions, such statements will not be ensures of future efficiency, and precise outcomes or developments could differ materially from these within the forward-looking statements. The Firm undertakes no obligation to replace these forward-looking statements if administration’s beliefs, estimates or opinions, or different elements, ought to change. Elements that would trigger precise outcomes to vary materially from these in forward-looking statements, exploration and growth successes, regulatory approvals together with TSXV approval, and basic financial, market or enterprise situations. Please see the general public filings of the Firm at www.sedarplus.ca for additional data.