TORONTO, Sept. 20, 2021 /CNW/ - Nubian Resources Ltd.
(TSXV: NBR) (OTCQB: NBRFF) ("Nubian" or the "Company") is pleased
to provide an update on its property option agreement (the
"Property Option Agreement") with Athena Gold Corporation
("Athena") for the divestment of the Company's Excelsior Springs
exploration project (the "Property") located in Esmeralda County, Nevada, USA (see Nubian's
press releases dated August 13, 2020
and December 13, 2020). Nubian is
pleased to report that, on September 1,
2021, Athena received the receipt of the British Columbia
Securities Commission for its long form prospectus dated
August 31, 2021. This represents a
significant milestone toward the completion by Athena of its
proposed initial listing (the "Exchange Listing") of its common
shares (the ("Athena Shares") on the Canadian Securities Exchange
or another Canadian stock exchange, which is a condition precedent
to the exercise of its right to acquire the remaining 90% interest
in the Property that it does not already beneficially own.
Martin Walter, President and CEO
of Nubian stated, "Now that Athena is nearing the completion of the
listing of its shares on the Canadian Securities Exchange, we are
very pleased with the near term prospects of advancing the
divestment of the Excelsior Springs Project unlocking value for
Nubian shareholders."
The Property Option Agreement
On December 11, 2020, Nubian,
Nubian Resources (USA) Ltd. and
Athena entered into the Property Option Agreement, whereby Athena
was granted the exclusive option to acquire up to a 100% interest
in the Property (the "Option"), consisting of 140 unpatented mining
claims and two patented mining claims, 45 miles southwest of
Goldfield, Nevada. As part of the
Property Option Agreement, Athena was also granted an irrevocable
and exclusive option to acquire up to a 100% interest in the
Palmetto Prospect by Nubian, consisting of nine unpatented mining
claims in Esmeralda County on the
north flank of the Palmetto Mountains, approximately 20 miles
southwest of Goldfield, Nevada and
17-18 miles southeast of Silver Peak, Nevada. References to the Property herein
include the Palmetto Prospect.
Athena currently beneficially owns 10% of the Property (the
"First Option Interest") through its payment of $10,000 cash and the issuance of 5,000,000 Athena
Shares (at a deemed issuance price of $0.05 per Athena
Share) to Nubian. To acquire an additional 90% interest in
the Property (the "Second Option"), Athena is required to:
(i) issue an additional 45,000,000 Athena Shares (at a deemed
issuance price of CAD $0.05 per
Athena Share) to Nubian or its
nominees; (ii) obtain an initial listing of its Athena Shares on a
recognized Canadian stock exchange; and (iii) settle all
outstanding debt prior to obtaining the exchange listing, with the
exception of debt incurred in connection with the listing. If
Athena fails to exercise the Second Option prior to December 31, 2021, the First Option Interest will
revert to Nubian, and Athena will hold no interest in the
Property.
Pursuant to the Property Option Agreement, immediately after
giving effect to Athena's May 2021
private placement of securities and the issuance of the Athena
Shares to Nubian or its nominees on any exercise of eh Second
Option, Nubian and its nominees will not hold less than 40% (in the
aggregate) of Athena's issued and outstanding Athena Shares, on a
non-diluted basis, with the effect that Athena will issue to Nubian
or its nominees in conjunction with the closing of the May 2021 private placement, for no additional
consideration, such number of Athena Shares (the "Anti-Dilution
Shares"), as is necessary for Nubian and their nominees to maintain
the aforementioned percentage. Nubian is currently examining the
possibility and timing for a potential spin-out distribution by it
to its shareholders of all or portion of the Athena Shares held by
it following any exercise by Athena of the Second Option, by way of
a return of capital or other form of transaction. Any such spin-out
of Athena Shares would be subject to, among other things, receipt
of all necessary consents, authorizations and approvals, including
of the TSX Venture Exchange and Nubian's shareholders, and tax and
securities law considerations, as applicable.
In addition to any resale restrictions and escrow and hold
periods imposed by applicable securities laws, the resale of all
Athena Shares issued to Nubian or its nominees in connection with
the exercise of the Option, as well as the Anti-Dilution Shares,
will be restricted for a period commencing on the date of the
Listing and ending on the earlier of (i) six (6) months from the
date of the Listing; and (ii) December 31,
2021 (the "Contractual Hold Period"). During the Contractual
Hold Period and without the prior consent of Athena, no holder of
the Option Shares and the Anti-Dilution Shares may sell, deal in,
assign, transfer, dispose of or encumber any of the Option Shares
or the Anti-Dilution Shares, in any manner whatsoever, or agree to
do any of the foregoing, or enter into any transaction which would
have the effect of vesting beneficial ownership of the applicable
shares in another party.
If Athena exercises the Second Option in full, then upon such
exercise, Athena will be deemed to have earned a 100% undivided
interest in the Property, subject to a 1% net smelter returns
royalty (the "Royalty") on the Property retained by Nubian through
its wholly-owned U.S. subsidiary, Nubian Resources (USA) Inc. One-half (0.5%) of the Royalty may
be purchased by Athena for CAD $500,000 payable to Nubian. An additional
one-half (0.5%) of the Royalty may be purchased by Athena at fair
market value.
At the time of entering into the Property Option Agreement, it
was not a related party transaction, and the terms of the Property
Option Agreement were negotiated at arm's length.
ABOUT NUBIAN
Nubian Resources Ltd. is a publicly traded precious and base
metals exploration company listed on the TSX Venture Exchange. The
Company is managed by a team of experienced mining and geological
professionals. Nubian's projects are focused in key mining
jurisdictions in central Victoria
and Tasmania, Australia and
Peru.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Caution Regarding Forward Looking Statements
Certain statements contained in this press release constitute
forward-looking information. These statements relate to future
events or future performance, including the exercise, if any, by
Athena of the Second Option, and potential distribution of Athena
Shares and any listing of Athena Shares on any stock exchange. The
use of any of the words "could", "intend", "expect", "believe",
"will", "projected", "estimated" and similar expressions and
statements relating to matters that are not historical facts are
intended to identify forward-looking information and are based on
Nubian's current belief or assumptions as to the outcome and timing
of such future events. Actual future results may differ
materially. Although such statements are based on reasonable
assumptions of Nubian's management, there can be no assurance that
any conclusions or forecasts will prove to be accurate.
Forward looking information involves known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking information. Such factors include risks
inherent in the exploration and development of mineral deposits,
including risks relating to changes in parameters of the Projects
as plans continue to be redefined, risks relating to variations in
grade or recovery rates, risks relating to changes in mineral
prices and the worldwide demand for and supply of minerals, risks
related to the COVID-19 pandemic and current global financial
conditions, increased competition, access and supply risks,
reliance on key personnel, operational risks, regulatory risks,
including risks relating to licenses and permits, financing,
capitalization and liquidity risks and title and environmental
risks.
The forward-looking information contained in this release is
made as of the date hereof, and Nubian is not obligated to update
or revise any forward-looking information, whether as a result of
new information, future events or otherwise, except as required by
applicable securities laws.
Because of the risks, uncertainties and assumptions contained
herein, investors should not place undue reliance on
forward-looking information. The foregoing statements expressly
qualify any forward-looking information contained herein.
SOURCE Nubian Resources Ltd.
