Mining
Tuesday, January 2nd, 2024 9:13 pm EDT
Key Points
- Acquisition of Nubian Resources Ltd.: Athena Gold Corporation has successfully closed its previously announced acquisition of 10,000,000 common shares in Nubian Resources Ltd. The acquisition was made through a Share Purchase Agreement between Athena and the vendor, 2176423 Ontario Ltd., a private company controlled by Eric Sprott. The consideration for the acquisition involved the issuance of 16,546,669 common shares in Athena, making Eric Sprott the largest single ownership block of Nubian Resources Ltd.
- Strategic Significance and Shareholder Welcome: Athena Gold Corporation expresses pleasure in welcoming Eric Sprott, a legendary investor, as a shareholder. The acquisition is seen as a significant development for Athena, and the company looks forward to a pivotal year in 2024. The funds obtained from the acquisition will contribute to advancing Athena’s flagship Excelsior Springs gold project, focusing on a high-grade gold discovery and porphyry copper-molybdenum targets at Crow Springs.
- Early Warning Disclosure and Future Plans: Athena Gold Corporation has filed an early warning report regarding the acquisition, indicating that it now beneficially owns approximately 15.79% of Nubian’s issued and outstanding common shares on an undiluted basis. The shares were acquired for investment purposes, and Athena may consider additional acquisitions or dispositions in the future based on market conditions and other relevant factors. The news release also highlights that the acquired Athena Shares are subject to a hold period expiring on April 30, 2024.
Athena Gold Corporation (CSE:ATHA)(OTCQB:AHNR) (“Athena” or the “Company”) is pleased to announce that it has closed its previously announced acquisition (the “Acquisition”) of 10,000,000 common shares in the capital of Nubian Resources Ltd., a company listed on the TSX Venture Exchange, from 2176423 Ontario Ltd. (the “Vendor”), a private company controlled by Eric Sprott.
The Acquisition was made pursuant to a Share Purchase Agreement between Athena and the Vendor dated December 22, 2023, pursuant to which Athena acquired 10,000,000 common shares from the Vendor for consideration consisting of the issuance of 16,546,669 common shares in the capital of Athena (the “Athena Shares”).
The 10,000,000 common shares acquired represent approximately 15.79% of the outstanding shares of Nubian on a non-diluted basis. The shares are free trading and represent the largest single ownership block of Nubian Resources, Ltd.
“We are pleased to welcome legendary investor Eric Sprott as a shareholder of Athena” said John Power, CEO of Athena Gold Corporation. “2024 will be a pivotal year for Athena as we advance our flagship Excelsior Springs gold project with its shallow high-grade gold discovery and our porphyry copper-molybdenum targets at Crow Springs where an IP survey is scheduled to start this week” added Power.
Nubian owns 55,000,000 shares of Athena and a royalty interest in our flagship Excelsior Springs project. Per the acquisition agreement with Nubian to acquire Excelsior Springs in December 2021, Nubian was obligated to distribute 50,000,000 shares of Athena pro-rata to the Nubian shareholders and has failed to do so. Athena strongly supports the share distribution as required under the 2021 agreement and subsequently approved by Nubian shareholders in 2022. Athena has already made written demand on the Nubian Board of Directors to complete the agreed distribution in a timely manner.
The Athena Shares are subject to a hold period, expiring April 30, 2024.
The Athena Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Early Warning Disclosure
Athena announces that it has filed an early warning report (the “Report”) announcing the acquisition (the “Acquisition”) of 10,000,000 common shares in the capital of Nubian Resources Ltd. (“Nubian”), having a deemed price of approximately CDN $0.05 per share, for a total consideration of approximately CDN $500,000, satisfied by the issuance of 16,546,669 common shares of Athena. Prior to the completion of the Acquisition, Athena did not beneficial own or have control or direction over any securities in the capital of Nubian. Upon completion of the Acquisition, Athena now beneficially owns 10,000,000 common shares in the capital of Nubian, representing approximately 15.79% of Nubian’s issued and outstanding on an undiluted basis. These shares were acquired for investment purposes. Athena has a long-term view of the investment and may acquire additional securities of Nubian either on the open market or through private acquisitions or sell the shares on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.
This news release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires Athena to file a report under Nubian’s profile on SEDAR (www.sedarplus.ca) containing additional information respecting the foregoing matter. A copy of the Report will be available under Nubian’s profile on SEDAR (www.sedarplus.ca) and may also be obtained by contacting John Power, President and CEO, Athena Gold Corporation, at 707-291-6198.
About Athena Gold Corporation
Athena is engaged in the business of mineral exploration and the acquisition of mineral property assets. Its objective is to locate and develop economic precious and base metal properties of merit and to conduct additional exploration drilling and studies on the Project.
For further information about Athena Gold Corporation and our Excelsior Springs Gold project, please visit www.athenagoldcorp.com.
On Behalf of the Board of Directors
John C. Power
Chief Executive Officer and President
