Vacaville, CA —- July 19, 2024. Athena Gold Corporation (CSE: ATHA) (OTCQB: AHNR) (“Athena” or the “Company”) announces today that on July 19, 2024, it disposed of 1,169,666 common shares of Nubian Resources Ltd. (TSX.V: NBR) (“Nubian”) at a price of CAN $0.06 per share for gross proceeds of CAN $70,179.96 through the facilities of the TSX Venture Exchange (the “Transaction”).
On December 29, 2023, Athena acquired (the “Acquisition”) beneficial ownership, direction and control of 10,000,000 Common Shares of Nubian pursuant to a share purchase agreement dated December 22, 2023, between 2176423 Ontario Ltd. (a corporation controlled by Eric Sprott) and Athena. As a result of the Acquisition (early warning report filed January 2, 2024), Athena became an insider of Nubian, having beneficial ownership over approximately 15.79% of Nubian’s then issued and outstanding Common Shares (calculated on a non-diluted basis).
On June 28, 2024, Nubian, through a private placement financing, issued an aggregate of 4,416,667 Common Shares. Immediately following this financing, Athena held beneficial ownership of, or control and direction over, an aggregate of 10,000,000 Common Shares, representing approximately 14.76% of the issued and outstanding Common Shares of Nubian (calculated on a non-diluted basis).
Immediately following today’s sale Transaction, Athena held beneficial ownership, control and direction over 8,830,334 Common Shares, representing 13.04% of the current issued and outstanding Common Shares of Nubian (calculated on a non-diluted basis), which disposition, together with the increase in the issued and outstanding Common Shares of Nubian resulted in the requirement to file an early warning report.
Athena also announces that it has entered into option agreements dated July 19, 2024 with two individuals and one company (the “Optionees”), all of whom are arm’s length, wherein Athena has agreed to the sale of an aggregate of 2,000,000 Common Shares of Nubian (the “Optioned Shares”) at a price of CAN $0.06 per Common Share at any time commencing July 19, 2024, until January 31, 2025 (the “Expiry Date”). In the event that the daily volume weighted average trading price (or closing bid price on days when there are no trades) of the Common Shares of Nubian on the TSX Venture Exchange is at least CAN $0.25 per Common Share for a minimum of ten (10) consecutive trading day, Athena shall have the right (the “Put Right”), but not the obligation, to cause the Optionees to purchase the Common Shares. If Athena desires to sell any of the Optioned Shares Athena shall deliver to the Optionees a written notice (the “Put Exercise Notice”) exercising the Put Right and specifying the number of Optioned Shares to be sold (the “Put Shares”) by Athena. The closing of any Optioned Shares shall take place no later than ten (10) calendar days following receipt by the Optionee of the Put Exercise Notice. The Optionee shall give Athena at least ten (10) calendar days written notice of the date of closing (the “Put Right Closing Date”). The above options are terminated if not exercised on or before the Expiry Date.
In the future, Athena may acquire additional securities of Nubian or dispose of such securities subject to a number of factors, including general market and economic conditions and other available investment and business opportunities.
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed in accordance with applicable securities laws (the “Early Warning Report”). A copy of the Early Warning Report will be available under Athena’s and Nubian’s profiles on SEDAR+ at 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 a US mineral exploration and development company incorporated under the laws of the State of Delaware. Athena’s head office is located at 2010-A Harbison Dr., PMB #312, Vacaville, California, USA, 95687. 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 Excelsior Spring Gold Project.
For further information about Athena Gold Corporation, please visit www.athenagoldcorp.com.
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities laws. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding future exploration plans and the completion of a phase 2 drill program at the Project, future results from exploration, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: “believes”, “will”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “potential”, “scheduled”, or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this press release, the Company has applied several material assumptions, including without limitation, that there will be investor interest in future financings, market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration and development of the Company’s projects in a timely manner, QAQC procedures at the Project were followed, the availability of financing on suitable terms for the exploration and development of the Company’s projects and the Company’s ability to comply with environmental, health and safety laws.
The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors, including, operating and technical difficulties in connection with mineral exploration and development activities, actual results of exploration activities, the estimation or realization of mineral reserves and mineral resources, the inability of the Company to obtain the necessary financing required to conduct its business and affairs, as currently contemplated, the timing and amount of estimated future production, the costs of production, capital expenditures, the costs and timing of the development of new deposits, requirements for additional capital, future prices of precious metals, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, lack of investor interest in future financings, accidents, labor disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, risks relating to epidemics or pandemics such as COVID–19, including the impact of COVID–19 on the Company’s business, financial condition and results of operations, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary permits, consents, approvals or authorizations, including of the Canadian Securities Exchange, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and other factors and risks that are discussed in the Company’s periodic filings with the SEC and disclosed in the final long form prospectus of the Company dated August 31, 2021.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements in this press release or incorporated by reference herein, except as otherwise.
VACAVILLE, CA – August 22, 2022 – Athena Gold Corporation (OTCQB: AHNR)(CSE: ATHA) (“Athena” or the “Company”) is pleased to announce that the Company has finalized its purchase (the “Transaction”) of an undivided 100% interest in two key patented claims, the Fortunatus and Prout lode mining claims (Mineral Survey 4106), located in Esmeralda County, Nevada (the “Claims”)pursuant to an acquisition agreement with an arm’s length private party. The commercial terms of the Transaction are unchanged from the Company’s press release dated June 9, 2022.
Claims
The Claims were previously held by the Company under a lease option agreement that was set to expire in June 2023 and are an integral part of the Company’s flagship Excelsior Springs project located in Nevada (the “Project”) and include the historic high-grade Buster gold Mine. The Fortunatus lode claim was originally located on July 10, 1873, and the Prout lode claim was located on January 21, 1892. The patented claims were awarded in 1913 and signed by President Woodrow Wilson.
The Buster Mine produced an estimated 35,000 ounces of high-grade gold averaging 1 ounce of gold per ton between its discovery in 1873 and the early 1900s of. Gold bullion from the Buster Mine was shipped to the Carson City Mint in Carson City, Nevada.
Excelsior Springs Update
Athena is planning a Phase 2 drill program for the Project (the “Phase 2 Drill Program”) to follow up on its recent discovery hole DB-23. The discovery hole started at a shallow depth of 140 feet (42.7 meters) with a 110-foot (33. 5 meters) intercept of 5.15 Au g/t and 8.9 Ag g/t including a 55-foot (16.8 meters) intercept of 10.03 Au g/t and 17.3 silver g/t, and a 35-foot (10.7 meters) intercept of 15.3 Au g/t and 26.5 Ag g/t. See the Company’s press release dated June 29, 2022.
DB‑23 contained the highest-grade intercept of more than 20 feet thick at the Project and its Grade x Thickness (“G x T”) product of 566 is twice as large as the next highest G x T from the Project’s known historical RC drilling. In addition, it is open up and down dip and untested for potential strike length extensions of at least 450 feet to the west and more than 1,000 feet to the east.
John Power, Athena’s President & CEO, stated, “Our technical team is focused on developing the Phase 2 Drill Program to follow-up on the tremendous intercept in DB-23.”
Closing of First Tranche of Private Placement
Athena is also pleased to announce it has closed the first tranche of a non-brokered private placement offering (the “Offering”). In connection with the closing of the first tranche, the Company has issued 3,810,000 units of the Company (each, a “Unit”) at a price of CAD $0.08 per Unit for gross proceeds of CAD $304,800. Each Unit consists of one common share in the capital stock of the Company and one common share purchase warrant, with each warrant entitling the holder thereof to purchase one common share in the capital stock of the Company at a price of CAD $0.12 at any time on or before the first business day that is 24 months after the closing of the Offering.
The net proceeds from the Offering are expected to be used for further project exploration and general working capital. All securities issued in connection with the Offering are subject to resale restriction periods under applicable United States securities laws. In addition, any securities issued in Canada under the Offering are subject to a four month and one day hold period in Canada. No finder’s fees were paid pursuant to the closing of the first tranche of the Offering.
None of the foregoing securities have 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.
Qualified Person
John Hiner, Licensed Geologist and Registered Member of SME (Society for Mining, Metallurgy & Exploration), is a qualified person as defined by National Instruction 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators and has reviewed the scientific and technical information included in this press release and has approved the disclosure herein. Mr. Hiner is not independent of the Company.
About Athena Gold Corporation
Athena is focused on exploring its Excelsior Springs project located 45 miles southwest of Goldfield in Esmeralda County, Nevada while concurrently pursuing the acquisition other worthy precious and base metal properties.
For further information about Athena Gold Corporation and our Excelsior Springs project, please visit www.athenagoldcorp.com.
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities laws. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the completion of the Phase 2 Drill Program, completion of the Offering, future results from exploration of the Project, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: “believes”, “will”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “potential”, “scheduled”, or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this press release, the Company has applied several material assumptions, including without limitation, that there will be investor interest in future financings, market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration and development of the Company’s projects in a timely manner, the availability of financing on suitable terms for the exploration and development of the Company’s projects and the Company’s ability to comply with environmental, health and safety laws.
The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors, including, operating and technical difficulties in connection with mineral exploration and development activities, actual results of exploration activities, the estimation or realization of mineral reserves and mineral resources, the inability of the Company to obtain the necessary financing required to conduct its business and affairs, as currently contemplated, the timing and amount of estimated future production, the costs of production, capital expenditures, the costs and timing of the development of new deposits, requirements for additional capital, future prices of precious metals, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, lack of investor interest in future financings, accidents, labor disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, risks relating to epidemics or pandemics such as COVID–19, including the impact of COVID–19 on the Company’s business, financial condition and results of operations, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary permits, consents, approvals or authorizations, including of the Canadian Securities Exchange, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and other factors and risks that are discussed in the Company’s periodic filings with the SEC and disclosed in the final long form prospectus of the Company dated August 31, 2021.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements in this press release or incorporated by reference herein, except as otherwise required by law.
VACAVILLE, CA – June 9, 2022 – Athena Gold Corporation (OTCQB: AHNR)(CSE: ATHA) (“Athena” or the “Company”) reports that it has entered into an acquisition agreement (the “Acquisition Agreement”) with an arm’s length private party (the “Vendor”) to purchase an undivided 100% interest (the “Transaction”) in the Fortunatus and Prout patented lode mining claims (Mineral Survey 4106) in Esmeralda County, Nevada (the “Claims”) for USD $185,000 (the “Purchase Price”). The Transaction is scheduled to close on or before July 1, 2022 (the “Closing”).
Claims
The Claims are currently held by the Company under a lease option agreement that expires in June 2023 and are an integral part of the Company’s flagship Excelsior Springs project including the high-grade gold historic Buster Mine. The Fortunatus lode claim was originally located on July 10, 1873 and the Prout lode claim was located on January 21, 1892.
Click Image To View Full Size
Commercial Terms
The commercial terms of the Transaction are:
The Purchase Price of USD $185,000 will be settled as follows:
ooUSD $25,000 will be settled in cash paid by the Company to the Vendor at Closing;
ooUSD $35,000 of the Purchase Price will be settled by the issuance and delivery to the Vendor at Closing of 500,000 shares of the Company’s common stock (the “Consideration Shares“), each issued at a price of $0.07 per Consideration Share (being the 20 day volume weighted average price on the over the counter market, calculated as of the day the Acquisition Agreement was fully executed). The Consideration Shares are to be deposited into escrow for delivery to the Vendor upon the recording of the deed of transfer for the Claims. The Consideration Shares will be subject to applicable United States resale restrictions; and
ooUSD $125,000 will be settled by a loan to the Company by the Vendor (the “Loan“) at Closing, repayable by the Company in quarterly installments of USD $25,000, beginning 120 days after Closing, and continuing on the same day of each and every consecutive calendar quarter thereafter until 15 months after the Closing, at which time the entire remaining unpaid principal balance will be payable. The Loan will be evidenced by way of a secured first purchase money note issued by the Company to the Vendor.
The Vendor will relinquish the 2% net smelter returns royalty on the Patented Claims in favor of Athena upon full payment of the Purchase Price.
John Power, Athena’s President & CEO commented, “We are pleased to have agreed to acquire these patented claims from a private party who has been supportive of our exploration efforts at the Excelsior Springs project. These are the only patented claims in our project area and are the heart of the Excelsior Springs project. Our lease option on these claims was set to expire in June 2023 and this early purchase was beneficial to both parties.”
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 its exploration program on the Excelsior Springs Project, located in Esmeralda County, Nevada, approximately 45 miles southwest of Goldfield, Nevada.
For further information about Athena Gold Corporation and our Excelsior Springs Gold project, please visit www.athenagoldcorp.com.
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities laws. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the payment of the Purchase Price and the Loan, the completion of the Transaction, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: “believes”, “will”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “potential”, “scheduled”, or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this press release, the Company has applied several material assumptions, including without limitation, that there will be investor interest in future financings, market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration and development of the Company’s projects in a timely manner, the availability of financing on suitable terms for the exploration and development of the Company’s projects and the Company’s ability to comply with environmental, health and safety laws.
The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors, including, operating and technical difficulties in connection with mineral exploration and development activities, actual results of exploration activities, the estimation or realization of mineral reserves and mineral resources, the inability of the Company to obtain the necessary financing required to conduct its business and affairs, as currently contemplated, the timing and amount of estimated future production, the costs of production, capital expenditures, the costs and timing of the development of new deposits, requirements for additional capital, future prices of precious metals, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, lack of investor interest in future financings, accidents, labor disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, risks relating to epidemics or pandemics such as COVID-19, including the impact of COVID-19 on the Company’s business, financial condition and results of operations, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary permits, consents, approvals or authorizations, including of the Canadian Securities Exchange, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and other factors and risks that are discussed in the Company’s periodic filings with the SEC and disclosed in the final long form prospectus of the Company dated August 31, 2021.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements in this press release or incorporated by reference herein, except as otherwise required by law.
Copyright (c) 2022 TheNewswire – All rights reserved.
