Athena GOLD Corporation Acquires Shares from Eric Sprott
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UNITED STATES
ATHENA GOLD CORPORATION ACQUIRES SHARES FROM ERIC SPROTT
Vacaville, CA ---- December 22, 2023 Athena Gold Corporation (CSE: ATHA) (OTCQB: AHNR) (“Athena” or
the “Company”) is pleased to announce it has entered into an agreement to acquire 10,000,000 common
shares in the capital of Nubian Resources Ltd. (the “Nubian Shares”), a company listed on the TSX Venture
Exchange. The Nubian Shares are being acquired in a private transaction from 2176423 Ontario Ltd. (the
“Vendor”), a private company controlled by Eric Sprott.
In consideration of the Nubian Shares, Athena will issue 16,546,669 common shares in the capital of the
Company (the “Purchase Price”).
All shares issued in payment of the Purchase Price to the Vendor will be subject to a hold period which
will expire four months and one day from the date of closing.
As a result of the acquisition, Athena will be deemed to be an insider of Nubian Resources Ltd., its
16,546,669 common shares representing approximately 15.79 % of the outstanding shares on a non -
diluted basis.
This is a strategic investment by Athena as Nubian owns 55,000,000 shares of Athena and a royalty interest
in our flagship Excelsior Springs project.
The transaction is subject to approval by the Canadian Stock Exchange.
The shares issued in payment of the Purchase Price 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 absen t 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.
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
For further information, please contact:
Phone: John C. Power, 707-291-6198
Email: [email protected]
Jason Libenson
President and CCO
Castlewood Capital Corporation
1(647)-534-9884
Email: [email protected]
Forward Looking Statements
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 explor ation, 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 co rrect. 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, in cluding, 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.