Calgary, Alberta, August 21, 2025 – TheNewswire - Blue Sky Global Energy Corp. (“BGE” or the “Company”) (TSXV: BGE) would like to provide certain additional and corrective disclosures to the Management Information Circular (“Circular”) dated July 22, 2025 for the annual general and special meeting (the “Meeting”) of shareholders of the Company to be held on August 22, 2025 regarding, among other things, the proposed acquisition of certain British Columbia and Alberta oil and gas assets by the Company from Blue Sky Resources Ltd. (“BSR”), as a non-arm’s length party to BSG (the “Acquisition”). The details of the Acquisition were previously announced by the Company in press releases on July 2, 2025, June 18, 2025 and May 9, 2025 (as corrected in a press release on May 12, 2025).

 

Shareholder Meeting Update

 

The Company intends to initiate and hold the shareholders Meeting on August 22, 2025 at 10:30 a.m. (Calgary Time) at the same location as disclosed in the Circular, but no business will be conducted at that time and the board of directors of the Company (the “Board of Directors” or “Board”) will then immediately proceed to adjourn the Meeting until August 29, 2025 at 10:30 a.m. (Calgary Time) (the “Adjourned Meeting”), which such Adjourned Meeting will be held at the same location. The intent of adjourning the Meeting is so that shareholders of the Company (“Shareholders”) wishing to vote at the Adjourned Meeting can have sufficient time to review the additional and corrective disclosures below and make an informed decision on the meeting matters proposed to be voted on and contemplated in the Circular.

 

The common shares (“Common Shares”) of the Company have been halted from trading since May 9, 2025 and the record date of June 23,2025 will remain for purposes of the Meeting, and its adjournment. The voting proxy cut off time will now be 48 hours prior to the Adjourned Meeting, which shall be August 27, 2025 at 10:30 a.m. (Calgary time), subject to any further adjournments.

 

If, you as a registered shareholder have already voted on the Meeting matters and you wish to continue with your voting ‘as is’, there is no action required at this time.  If you, as a registered shareholder have already voted on the Meeting matters and you wish to rescind or change your how you voted, please complete a new form of proxy and deliver it to the Company’s transfer agent, Endeavor Trust Corporation, 702 777 Hornby St., Vancouver, British Columbia, V6Z 1S4, Canada or send by facsimile at (604) 559-8908.  Alternatively, a registered shareholder can re-complete internet voting by logging on at https://www.eproxy.ca/auth/login and entering the 12 digits control number and password located on the address box of the shareholder's instrument of proxy.  If you are a beneficial shareholder and you have any questions respecting re-voting of your Common Shares held through a broker or other intermediary, please contact your broker or other intermediary for assistance.

 

Acquisition (Summary)

 

BGE entered into an Agreement of Purchase and Sale with BSR dated June 26, 2025 , as amended on July 14, 2025 for the acquisition of the following assets for a purchase price of $13,000,000 payable by a promissory note to BSR:

 

a) the acquisition of the remaining 50% working interest in certain oil and gas assets located in Northeastern British Columbia (“BC Assets”), same as previously disclosed in the press release issued on May 13, 2025;

b) the acquisition of the remaining 50% working interest in certain heavy oil and gas assets located in the Cold Lake area (“Heavy Oil Assets” and collectively with the BC Assets, the “Assets”) made up of approximately 384 hectares (representing 100% interest) prospective for the exploration of heavy oil. BGE announced the purchase of the first 50% interest in the Heavy Oil Assets in a press release dated August 6, 2024.

The Acquisition is subject to the requisite shareholder approvals (including the majority of the minority), standard due diligence procedures, as well as customary representations, warranties, and closing conditions. The Acquisition also remains subject to the approval of the TSX Venture Exchange (the “TSXV”).

BSR is controlled by a Control Person, being The Chaudhary Family Trust Dated September 5, 2013 (the “Trust”), and Insider of BSG and thus BSR is a "related party" to the Company. The Acquisition is subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") and BSR is considered a "Non-Arm's Length Party" pursuant to the policies of the TSXV. As a result, closing of the Acquisition is subject to, among other things: (i) absent exemptions, formal valuation and majority of the minority shareholder approval pursuant to MI 61-101; and (ii) the approval of the TSXV. Ilyas Chaudhary, is a Trustee of the Trust and is being put forward as a proposed director nominee at the Meeting, to be voted upon.

Trading in the common shares of the Company has been halted, and will remain halted, pending review and approval of the Acquisition by the TSXV and closing.

Additional & Corrective Disclosures to the Circular

1. Share Consolidation Resolution and Share Split Resolution Clarifying Disclosure

a. Correction and Clarification: The Company is seeking shareholder approval on the ‘Share Consolidation Resolution’ and ‘Share Split Resolution’ (collectively, the “Resolutions”), but only one of these Resolutions may be adopted, at the sole discretion of the Board of Directors and if determined to be in the best interest of Shareholders, as these Resolutions are alternatives and will NOT both be implemented. A Corporate action taken on both of these Resolutions would be counterintuitive and the Company does not believe that would be in the best interest of its shareholders.

b. Business Purpose: Background, Reasoning and Risks of the Resolutions:

i. Background to and Reasons for the Share Consolidation – The Board believes that the Share Consolidation could heighten the interest of the financial community in the Company and potentially broaden the pool of investors that may consider investing or be able to invest in the Company by increasing the trading price of the Common Shares and decreasing the number of outstanding Common Shares. It could also help to attract institutional investors who have internal policies that either prohibit them from investing in public companies whose share price is below a certain minimum price or tend to discourage individual brokers from recommending such stock to their customers.

Risk Associated with the Share Consolidation – Reducing the number of issued and outstanding Common Shares through the Share Consolidation is intended to increase the per share market price of the Common Shares; however, the market price of the Common Shares will also be based on other factors, which are unrelated to the number of shares outstanding. As a result, there can be no assurance that the market price of the Common Shares will in fact increase following the Share Consolidation or will not decrease in the future. In addition, in the future, the market price of the Common Shares following the Share Consolidation may not exceed or remain higher than the market price prior to the Share Consolidation and thus the total market capitalization of the Common Shares after the Share Consolidation may be lower than the total market capitalization before the Share Consolidation.

While the Company believes that a higher share price could help to attract institutional investors who have internal policies that either prohibit them from purchasing stock below a certain minimum price or tend to discourage individual brokers from recommending such stock to their customers, the Share Consolidation may not result in a share price that will attract institutional investors or that satisfy the investing guidelines of institutional investors.

If the Share Consolidation is affected and the market price of the Common Shares declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the Share Consolidation. In many cases, both the total market capitalization of a company and the market price of such company’s common shares following a share consolidation are lower than they were before the share consolidation. Furthermore, the reduced number of Common Shares that would be outstanding after the Share Consolidation could adversely affect the liquidity of the Common Shares. The Share Consolidation will, in all likelihood, also result in some shareholders owning "odd lots" of fewer than 100 Common Shares on a post-consolidation basis. Odd lots may be more difficult to sell, or require greater transaction costs per share to sell, and brokerage commissions and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in "round lots" of even multiples of 100 Common Shares.

ii. Background to and Reasons for the Stock Split – The Board of Directors is seeking approvals for the Stock Split because, while the Board of Directors can see circumstances whereby a Share Consolidation would benefit shareholders and increase liquidity, it can also see circumstances and certain market conditions whereby a Stock Split could potentially broaden the pool of investors that may consider investing with a relatively low share price (in the future), or be able to invest in the Company by decreasing the trading price of the Common Shares and potentially improving liquidity.

Certain Risks Associated with the Stock Split – The Company’s total market capitalization immediately after the Stock Split may be lower than immediately before the Stock Split. There are numerous factors and contingencies that could affect the Company’s Share price following the Stock Split, including the status of the market for the Shares at the time, the Company’s progress on strategic objectives, and general economic, stock market and industry conditions. A decline in the market price of the Common Shares after the Stock Split may result in a greater percentage decline than would occur in the absence of a split, and the liquidity of the Common Shares could be adversely affected following the Stock Split. If the Stock Split is implemented and the market price of the Common Shares declines, the percentage decline may be greater than would occur in the absence of a split. The market price of the Shares will, however, also be based on the Company’s performance and other factors, which are unrelated to the number of Shares outstanding. Furthermore, the liquidity of the Shares could be adversely affected by the increased number of Shares that would be outstanding following a split.

c. Resolutions: Best Interest of Shareholders and How the Board May Proceed:

i. In determining whether to implement the Share Consolidation or the Stock Split, if any, following the receipt of shareholder approvals, the Board may consider, among other things, factors such as:

• the historical trading prices and trading volume of the Common Shares;  

• the then prevailing trading price and trading volume of the Common Shares and the anticipated impact of the Share Consolidation on the trading market(s) for the Common Shares;  

• the outlook for the trading price of the Common Shares;  

• threshold prices of brokerage houses or institutional investors that could impact their ability to invest or recommend investments in the Common Shares;  

• the greatest overall reduction in the Company’s administrative costs; and  

  prevailing general market and economic conditions.  

In the event that both the Share Consolidation Resolution and the Share Spit Resolution are both approved by the Shareholders of the Company, the Board of Directors will consider the items disclosed above and decide on whether a Share Consolidation OR Stock Split (if any) will benefit the Company AND would be in the best interest of Shareholders.

For greater certainty, depending on the state of the Company and certain market conditions only the Share Consolidation OR the Share Split would be implemented by the Board of Directors and only if it is determined to be in the best interest of the Shareholders at that time.

2. MI 61-101 – Protection of Minority Security Holders in Special Transactions Disclosures

a. Additional Disclosures Below: Subsection 5.3(3) of MI 61-101 requires that an information circular sent to shareholders in connection with the meeting at which minority approval of a related party transaction is sought, which is the case for the Asset Purchase and the Circular,  must include the disclosure required by Form 62-104F2 – Issuer Bid Circulars (“Form 62-104F2”) of National Instrument 62-104 – Take-Over Bids and Issuer Bids, to the extent applicable and with the necessary modifications.

The Company has determined that the following items of Form 62-104F2 are applicable to the Asset Purchase and are disclosed below.

Consideration

The consideration to be provided by BSG to BSR pursuant to the Asset Purchase is $13,000,000 as evidence in the Amending Agreement to the Agreement of Purchase  and Sale dated July 14, 2025 that will be filed immediately on SEDAR+ and can be found at www.sedarplus.com.

Purpose of the Asset Purchase

In the course of their evaluations of the Asset Purchase, the Board consulted management and advisors and reviewed an extensive amount of information regarding the market and Assets of BSR. The Board of the Company also considered the potential benefits of the Asset Purchase, including, but not limited to:

• adding anticipated positive cash flow, based on annual revenue of $8,800,579 as at December 31, 2024 (for the remaining 50% interest); 

• acquiring production of the remaining 50% interest of the  649 barrels of oil equivalent per day (on a net basis to BSG); 

• acquiring proved developed producing reserves of 1,678.7 Mboe (thousand barrels of oil equivalent) with a net present value of $24,138 million at a 10% discount rate; and 

• acquiring proven plus probable reserves of 2,442.8 Mboe with a net present value of $31.283 million at a10% discount rate as of December 31, 2024. 

 

Please also see “Approval of Asset Purchase” on Page 28 and 29 of the Circular and “Part III – Information Concerning Assets Being Acquired by BSG – General Description of the BSR Assets” on pages 42 to 50 in the Circular for additional disclosure on the Assets.

Ownership of securities of the Company

See “Election of Directors of the Corporation – Number of Shares Beneficially Owned, Directly or Indirectly, or Controlled or Directed” on Page 22 of the Circular and “Principal Securityholders” on page 40 of the Circular, for certain information concerning the ownership of securities of the Company for individuals who are currently directors and/or officers of the Corporation, as well information with respect to persons who own 10% or more of the issued and outstanding Common Shares (including Control Person’s), and their associates and affiliates (as such terms are defined in applicable securities laws).

Commitments to Acquire Securities of the Company

The Company’s commitments to issue securities, if not already done so, to directors, officers, insiders and their respective associates and affiliates are as set out in the Circular.

 

Benefits from the Asset Purchase

To the knowledge of the Company, after reasonable enquiry, except for The Chaudhary Family Trust Dated September 5, 2013, as a Control Person of the Company and the controlling shareholder of BSR, as referred to in the Circular, no directors, officers, insiders or any of their respective associates and affiliates will receive any direct or indirect benefit from the Asset Purchase.

 

Material Changes in the Affairs of the Company and Other Benefits

Other than disclosed in the Circular, there are no proposals or plans for material changes in the affairs of the Company and no subsequent transactions are contemplated that are outside of the ordinary course of business.

 

Arrangements between the Company and Security Holders

Other than as set out in this Circular in regards to the Asset Purchase from BSR, there are no agreements, commitments or understandings, made or proposed to be made, between the Company and any security holder of the Company related to the Asset Purchase.

 

Previous Purchases and Sales

During the twelve (12) months preceding the date of the Circular, no securities were sold by the Company.

 

Expenses Incurred or to be Incurred with respect to the Asset Purchase

The aggregate fees and expenses expected to be incurred by the Company in connection with the Asset Purchase are estimated to be approximately $200,000, including legal, tax advisory, accounting costs, the costs of preparing and mailing the Circular and fees in respect of any reserves reports. All expenses incurred in connection with the Asset Purchase and the transactions contemplated thereby will be paid by the party incurring such expenses.

 

Other Material Facts

There are no material facts concerning the Common Shares or other matter not disclosed in the Circular that has not been generally disclosed, is known to the Company and would reasonably be expected to affect the decision of the Shareholders as to voting on the Asset Purchase Resolution.

 

3. Board Review, Approval and Reasoning Process, Fairness, Alternatives and Benefits and Risks of the Acquisition

a. Additional Disclosures Below: Subsection 5.3(b) of MI 61-101 requires the following thorough disclosures in the context of a material conflict of interest transaction, such as the Acquisition:

Review and Approval Process

The Company acquired an initial 50% interest in the Assets in March 2024 and since that time have reviewed the Assets and their performance. In the Spring of 2025, the Board of Directors of the Company began to evaluate a potential acquisition of the remaining 50% interest in the Assets from BSR. The Directors held meetings, discussed internally, with advisors and with BSR and determined that it would be in the best interest of Shareholders to acquire the Assets. The Company obtained unanimous approval from its Board to purchase the Asset Purchase and entered into of a letter of intent with BSR in May 2025 for BSR’s remaining interest in the BC Assets and certain other Alberta oil and gas assets for a proposed purchase price of $19 million (See the Company Press Release dated May 9, 2025). In June 2025, the Company received Board approval and entered into an amended letter of intent with BSR whereby additional oil and gas assets in Alberta were to be included in the acquisition and the purchase price was increased to $23 million (See the Company Press Release dated June 18, 2025). On July 2, 2025 the Company and BSR announced the entering  into the PSA with the removal of minor oil and gas assets in Alberta (see the Company Press Release dated July 2, 2025) and revised the purchase price to $21 million. Later in July 2025 the Board of Directors, after further discussions with management and BSR, entered into a amended PSA whereby the Board of Directors of the Company determined that that most strategic acquisition, that would be in the best interest of its Shareholders, would be the acquisition of the Assets (See the Circular and above for a summary of the Assets) for a purchase price of $13 million, which was agreed to by BSR to be paid by way of a promissory note, with reasonable terms.

                Reasoning and Analysis of the Board

The Company’s Board of Directors believes that the Asset Purchase should result in significant strategic benefits to the Company and its Shareholders. These strategic benefits include the following:

• The creation of a larger company with control and operatorship over the Assets;  

• The anticipated improvement in the Company’s market capitalization, balance sheet and capital structure following completion of the Asset Purchase, which will aim to improve access to capital, and at a potentially lower cost;  

• Following completion of the Asset Purchase, the Company may have a better ability to complete strategically accretive acquisitions that otherwise might not be available to the Company;  

• Following completion of the Asset Purchase , the Company may appeal to a broader institutional shareholder base, attract increased research coverage, due to company size, which may translate into improved trading liquidity.  

   

Alternatives to the Asset Purchase

The alternative to not pursuing the Asset Purchase was to continue to evaluate other oil and gas acquisition opportunities, with parties that the Company was less familiar with, or to continue with the status quo of the Company, which the Board of Directors of the Company determined was not in the best interest of Shareholders.

Benefits and Risk of the Asset Purchase

Strategic benefits of the Assets Purchase are disclosed above and, in the section of this Press Release titled “Purpose of the Asset Purchase”. Additional risks associated with the Asset Purchase are that future production estimates and/or operations of the Assets do not align with the expectations of the Board of Directors. Also see “Risk Factors” on page 15-21 of the Circular regarding risks associated with the Asset Purchase.

Fairness of the Asset Purchase

The purchase price of $13 million for the Asset Purchase was based off an independent reserve report prepared by Sproule ERCE for BSG as at December 31, 2025 and is attached in the Circular as Schedule “H”. The Board of Directors believe that the Asset Purchase and the consideration being provided is fair and reasonable and after consultation with management of the Company, and after having taken into consideration such matters as it considered relevant, including but not limited to, the current state of the oil and gas market in Western Canada, the consideration to be paid for the Assets which is based of an independent reserves report, and the familiarity of the operations and current state of the Assets. the Company Board unanimously determined that the Asset Purchase in the best interests of the Company and is fair to its Shareholders, and recommends that the Shareholders vote in favour of the Asset Purchase Resolution (as defined in the Circular).

4. Other Circular Corrections: Control Person Reference and Quorum Disclosure

a. Correction to References to a Control Person: The Section reference below and disclosures regarding a Control Person (as defined by the TSXV) below  were accidentally included in the Circular. For clarity, no new Control Person will be created as a result of completion of the Asset Purchase and the only current Control Person of the Company is the Chaudhary Trust Dated September 5, 2013 (as a result of the initial 50% acquisition of the BC Assets from BSR in March 2024).

i. "Control Person" is defined on page v of the Circular as "any Person that holds or is one of a combination of Persons that holds a sufficient number of any of the securities of the Corporation so as to affect materially the control of the Corporation, or that holds more than 20% of the outstanding voting shares of the Corporation, which will be the case for BSR after the completion of the Asset Purchase." [emphasis added in Italics]

 

ii. The Circular also notes, on page 34, that Mr. Ilyas Chaudhary is a Control Person of the Corporation.

 

iii. Finally, page 39 of the Circular states "Other than the proposed new Control Person (defined below) which will be created and except as disclosed in this Circular, none of the informed persons of the Corporation […] For further information regarding the new Control Person, please refer to "Particulars Of Matters To Be Acted Upon - Creation of a Control Person".

 

b. Quorum Correction: Page 19 of the Circular states the following “The by-laws of the Corporation provide that a quorum of Shareholders is present at a meeting of Shareholders of the Corporation if at least two persons are present at the meeting, holding or representing by proxy not less than ten (10%) percent of the outstanding shares of the Corporation entitled to vote at the Meeting” and should be corrected to state the proper quorum requirement pursuant to the By-laws of the Company are as follows: “Subject to the Act, a quorum for the transaction of any meeting of shareholders shall be two persons present in person, each being a shareholder entitled to vote thereto or a duly appointed proxyholder or representative for a shareholder so entitled”.

 

5. Public Filings - Purchase and Sale Agreement for the Acquisition

a. The Agreement of Purchase and Sale with BSR dated June 26, 2025 and the Amending Agreement to the Agreement of Purchase and Sale dated July 14, 2025 will both be immediately filed on SEDAR+ and can be reviewed in their entirely and found at the Company SEDAR+ profile at www.sedarplus.com.

About Blue Sky Global Energy Corp.

The Company is a publicly traded entity listed on the TSXV under the symbol “BGE” with oil and assets in Canada, Indonesia and Belize. BGE holds a 50% non-operated interest in producing assets in Northeastern British Columbia. The Company holds a Production Sharing Contract over the Paus Block with an area of approximately 8,214 square kilometers located offshore East Natuna, Indonesia. In Belize the Company has a Production Sharing Agreement with the Government of Belize comprised of approximately 180,000 acres of land in the Corozal Basin which may hold prospective oil and gas resources, and which so far includes on discovery, the SBC field.

 

For Further Information

Blue Sky Global Energy Corp.

Mohammad Fazil

President, Chief Executive Officer, Corporate Secretary and Director

Email: mofazil@gmail.com

Phone Number: +1 (403) 613-7310

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 the Circular, timing, convening, adjourning and re-convening of the Meeting, the Acquisition in its entirety; and the exploration and development of the Assets (if any). 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.

 

THE TSXV HAS IN NO WAY PASSED UPON THE MERITS OF THE ACQUISITION 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.

 

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