NUBIAN PROVIDES EARLY WARNING
DISCLOSURE
TORONTO, Jan. 5, 2022 /CNW/ - Nubian Resources Ltd. (TSXV:
NBR) (OTCQB: NBRFF) ("Nubian") and Athena Gold Corporation (CSE:
ATHA) (OTCQB: AHNR) are pleased to announce the completion of the
sale by Nubian and the acquisition by Athena of the remaining 90%
interest that Nubian held in the Excelsior Springs exploration
project (the "Property") located in Esmeralda County, Nevada, USA, as contemplated
in the option agreement (the "Option Agreement") dated December 11, 2020, as amended on November 10, 2021, between Nubian, Nubian
Resources (USA) Ltd. ("Holdco")
and Athena. Athena acquired the interest in the Property through
its acquisition of all of the outstanding shares of Holdco, the
legal owner of the claims and mineral rights comprising the
Property. As a result of the transaction, through its
ownership of Holdco, Athena now holds a 100% interest in the
Property, subject to a 1% of net smelter returns royalty (the
"Royalty") with respect to the Property granted to Nubian.
The transaction was effected as at December 31, 2021 pursuant to the terms a share
purchase agreement (the "Share Purchase Agreement"), whereby Nubian
sold to Athena and Athena purchased from Nubian all of the shares
of Holdco for the remaining consideration payable under the terms
of the Option Agreement, which consisted of 45 million shares of
Athena's common stock ("Athena Shares") and the Royalty.
Under the terms of the Share Purchase Agreement,
Nubian also agreed to use commercially reasonable efforts to
distribute all Athena Shares that it holds to its shareholders, pro
rata, subject to certain conditions, including that the
distribution can be effected in accordance with applicable laws and
the policies of the TSX Venture Exchange, exempt from the
requirements to file a prospectus in Canada. In order to facilitate this proposed
distribution, Nubian and Athena agreed to prepare and
file with the U.S. Securities and Exchange Commission a
registration statement on Form S-1, covering the resale and
distribution by Nubian to its shareholders of the Athena Shares
held by it, which distribution is not expected to occur for a
minimum period of six months. Additional details about the
timing and manner of the planned distribution of the Athena Shares
by Nubian will be provided by it in subsequent public
disclosures.
In addition, Nubian agreed that, subject to certain exceptions,
for a period of twelve months from the closing of the transaction,
or until such time as Nubian owns less than 4.9% of the outstanding
Athena Shares, it will not vote against any matters that have been
recommended by Athena's board of directors for approval by Athena's
shareholders at any meeting of Athena shareholders.
Martin Walter, President and CEO
of Nubian stated, "We are very pleased with closing the transaction
under the Option Agreement through the sale of Holdco and also to
provide Nubian shareholder's with an opportunity to continue to
benefit from the upside potential of the Property through the
Athena Shares acquired by Nubian under the transaction."
John Power, President and CEO of
Athena added, "We are excited to complete the 100% acquisition of
Excelsior Springs, an advanced stage Gold exploration project,
located in the premier mining jurisdiction of Nevada. We are
finalizing our aggressive 2022 exploration plans for Excelsior
Springs and look forward to advancing the Property."
Early Warning Disclosure
As announced on August 31, 2020,
Nubian previously acquired 5,000,000 Athena Shares and received a
cash payment of US $10,000 from
Athena in exchange for a 10% interest in the Property. Immediately
before the transaction, Nubian held these 5,000,000 Athena Shares,
representing approximately 6.2% of the Athena Shares then issued
and outstanding. Upon completion of the transaction, Nubian
held an aggregate of 50,00,0000 Athena Shares, representing
approximately 40% of the Athena Shares then issued and
outstanding.
The Athena Shares acquired by Nubian in the Transaction
were acquired by Nubian as transaction consideration and are
intended to be held for investment purposes. Nubian has no present
intention to acquire additional securities of Athena and plans to
distribute the Athena Shares now held by it to its shareholders. In
addition, from time to time and depending on market and other
conditions, Nubian may increase or decrease its beneficial
ownership, control or direction over those securities through
market transactions, private agreements or otherwise.
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
Nubian to file a report under Athena's profile on SEDAR
(www.sedar.com) containing additional information respecting the
foregoing matters. A copy of the early warning report to be filed
by Nubian will be available under Athena's profile on SEDAR
(www.sedar.com) and may also be obtained by contacting Martin Walter, President and CEO, Nubian
Resources Ltd., at #202 Yale Court
Plaza, 2526 Yale Court, Abbotsford,
British Columbia V2S 8G9.
ABOUT NUBIAN RESOURCES
Nubian is a publicly traded precious and base metals exploration
company 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.
About Athena GOLD
Athena is a publicly traded company engaged in the business of
the acquisition and exploration of mineral resources. Athena
is currently focused on the exploration and development of precious
metals properties in the western United
States.
Neither the TSX Venture Exchange or the CSE nor their
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange and the CSE) 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, without limitation, the
preparation and filing of a registration statement on Form S-1 with
the SEC, the distribution of Athena Shares by Nubian to its
shareholders, and the potential upside of the Property and value of
the Athena Shares. The use of any of the words "could",
"intend", "expect", "believe", "will", "projected", "estimated",
"may" and similar expressions and statements relating to matters
that are not historical facts are intended to identify
forward-looking information and are based on Athena and Nubian's
current beliefs 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 Athena and/or 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 neither Athena or Nubian is
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.
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SOURCE Nubian Resources Ltd.
