Mr. Mohammad Fazil reports

BLUE SKY ENTERS INTO DEFINITIVE AGREEMENT FOR PURCHASE OF OIL AND GAS ASSETS

Blue Sky Global Energy Corp. has entered into a definitive agreement dated Nov. 21, 2023, with an arm's-length party, Blue Sky Resources Ltd. (BSR), an Alberta-based private oil and gas company, for the purchase of a 50-per-cent non-operating interest in certain oil and gas assets owned by BSR's that are located in northeastern British Columbia (BSR B.C. assets) and 100 per cent of the shares of Blue Sky Paus Ltd., which is an Alberta corporation that is a wholly owned subsidiary of BSR, which holds a production sharing contract (PSC) over offshore waters in Indonesian that may be prospective for oil and gas exploration (BSR Indonesian assets). The acquisition constitutes an arm's-length transaction but is considered a reverse takeover (RTO) as defined in the policies of the TSX Venture Exchange.

Details of the acquisition

Pursuant to the acquisition, the BSR B.C. assets will produce approximately 600 barrels of oil and gas equivalent per day of production to the company from approximately 141 oil wells and 51 gas wells. The BSR Indonesian assets have nil production and the PSC for this asset covers 8,214 square kilometres that is offshore East Natuna, Indonesia, known as the Paus block. Preliminary works have been completed on the Indonesian asset to date.

The agreement contemplates that the acquisitions will be completed as follows:

1. The purchase price shall be $27.5-million;
2. The effective date of the acquisition shall be Jan 1, 2024, or such date as the parties mutually agree;
3. The purchase price shall be paid by the company to BSR by way of the issuance of approximately 296,198,202 common shares of the company to BSR at a deemed price of approximately 9.3 cents per common share;
4. A new control person, as defined by the policies of the TSX-V, will be created as BSR and its nominees will own approximately 85 per cent of the company postclosing of the acquisition.

The acquisition is subject to due diligence, with customary representations, warranties and closing conditions, and shareholder approvals of the parties (including majority of the minority approval from disinterested shareholders, as applicable). The acquisition also requires approval of the TSX-V, as it is an RTO pursuant to the applicable policies of the TSX-V and is subject to the company resulting from the acquisition meeting the continued listing requirements of the TSX-V. No finder's fees are being paid in connection with the acquisition.

Engineering evaluation

Closing of the acquisition remains subject to regulatory approvals, including that of the TSX-V and approval of the shareholders of the company. In order to procure those approvals, the company has commissioned an evaluation of the property that is the subject of the acquisition. The evaluation was performed by Sproule Associates Ltd. (the reserves report) and is compliant with National Instrument 51-101. The reserves report formed the basis for negotiating the purchase price. The reserves report included a price forecast that was effective as at Sept. 30, 2023.

Shareholder approvals

A new control person will be created pursuant to closing of the acquisition and the acquisition is considered an RTO, as such, and in connection with matters set out below, the company is preparing an information circular which will be submitted to the TSX-V for approval, in accordance with TSX-V policies, and mailed to company shareholders. The company intends to hold an annual general and special meeting of shareholders of the company to, among other things, seek obtain the requisite approvals from shareholders for the acquisition and to obtain certain other general meeting matter approvals. At the meeting, the company plans to obtain shareholder approvals for the following meeting matters:

1. Fix the number of directors and elect such directors for the ensuing year;
2. Appoint the auditor of the company and fix its remuneration;
3. Reapprove the company's 10 per cent rolling stock option plan;
4. Approve a share consolidation of the company on the basis of one new share for every 10 common shares issued and outstanding as part of, and concurrently with, closing of the acquisition;
5. Approve the acquisition as constituted as an RTO pursuant to TSX-V policies;
6. Approve the creation of a new control person, being BSR and its principals, as part of closing of the acquisition;
7. Approve the continuance of the company out of the jurisdiction of Ontario to the jurisdiction of Alberta, and to repeal and replace the company's current articles and bylaws in connection with the continuance.

Trading halt and cautionary information

The common shares of the company are currently halted and will remain halted until the TSX-V has reviewed the acquisition in accordance with its policies. Additional information on the acquisition will be disclosed in future press releases, as applicable.

Completion of the acquisition is subject to a number of conditions, including, but not limited to, TSX-V acceptance and disinterested shareholder approval, as required. The acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the acquisition, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative.

Further information

The company anticipates providing further information pertaining to the oil and gas property that forms the acquisition in subsequent press releases, as the detailed information becomes available.

About Blue Sky Global Energy Corp.

The company is a publicly traded entity listed on the TSX Venture Exchange under the symbol BGE with assets that comprise 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 No. 1 and SCB No. 2 wells. A wholly owned subsidiary of the company has entered into a production-sharing agreement (PSA) with the government of Belize. Pursuant to the PSA, this wholly owned subsidiary of the company holds a 100-per-cent contractor position in the contracting area and has the exclusive right to conduct all petroleum operations within the contracting area.

We seek Safe Harbor.