Nubian Provides Update on Divestment of Excelsior Springs Exploration Project, Nevada, US
Nubian Provides Update on Divestment of
Excelsior Springs Exploration Project, Nevada,
US
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.
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For further information:
Martin Walter, Chief Executive Officer, Nubian Resources Ltd., at +1-416-
389-5692 or [email protected] or Bill Mitoulas at +1-416-837-7147 or
CO: Nubian Resources Ltd.
CNW 07:00e 20-SEP-21