Mr. Dana Archibald reports

ATHABASCA MINERALS INC. ANNOUNCES CORPORATE SALE TRANSACTION VALUED AT CAD $29.2 MILLION

Athabasca Minerals Inc., together with its subsidiaries, has entered into a transaction agreement with Badger Mining Corp. (the purchaser) for the acquisition of the corporation by Badger. The transaction is to be implemented by way of a subscription agreement between the corporation and the purchaser, and a reverse vesting order (RVO) to be issued by the Alberta Court of King's Bench under the Bankruptcy and Insolvency Act (Canada) (the BIA), pursuant to which: i) the existing common shares of Athabasca will be exchanged on a 1:1 basis for shares in a newly incorporated entity termed ResidualCo; ii) all other existing equity interests in Athabasca will be cancelled for no consideration; iii) certain existing claims and liabilities will be transferred from the corporation to ResidualCo; and iv) Badger will be issued new shares from the corporation's treasury and will acquire such shares free and clear of all claims and encumbrances. Following the conclusion of the implementation of the transaction, Badger will be the sole shareholder of the corporation and existing Athabasca common shareholders will own all of the shares of ResidualCo in the same proportion to their prior shareholdings of Athabasca. The purchase price pursuant to the transaction is approximately $29.2-million, which amount will also be transferred to ResidualCo in accordance with the terms and conditions of the agreement.

The transaction is subject to the satisfaction of certain conditions set out in the agreement, including the issuance of the RVO by the court approving the transaction. The corporation understands that such approval may be challenged by at least one party.

The transaction is a result of the implementation of the corporation's court-approved sales and investment solicitation process (SISP). On Dec. 15, 2023, the court approved, among other things, the terms of a SISP which included a stalking horse bid from JMAC Energy Services LLC to acquire the corporation's assets for $13-million. As at the final bid deadline pursuant to the SISP of Jan. 31, 2024, it was determined that Badger presented a superior bid. A run-off auction was conducted by KSV Restructuring Inc., in its capacity as the corporation's proposal trustee, on Friday, Feb. 9, 2024, pursuant to the SISP and in accordance with established auction rules. The auction resulted in the purchaser being selected as the successful bidder with the highest and best bid price of $29.2-million.

The gross proceeds of the transaction will be used by ResidualCo, under the direction of the proposal trustee, to satisfy the corporation's obligations and liabilities to its secured and unsecured creditors (whose claims and encumbrances will be transferred to and assumed by ResidualCo). Pursuant to the RVO, following the satisfaction and discharge of all such transferred obligations and liabilities, any residual value may be distributed to the shareholders of ResidualCo (being the former shareholders of the corporation) and the ResidualCo shares will thereafter be cancelled.

In accordance with the terms of the SISP, JMAC will remain as the backup bid until the earlier of: (i) two business days after the date of closing of the successful bid, and ii) the outside date of March 30, 2024. The corporation is in the process of applying to the court for approval of the transaction, which is required prior to proceeding to close the transaction.

Dana Archibald, the corporation's chief executive officer, states, "We are very pleased that our competitive auction process has produced a positive result for our creditors and shareholders, and we are extremely grateful to all of our stakeholders for their continued patience as we have been working through this process."

A copy of the agreement will be filed and is available for review under the corporation's profile at SEDAR+. Additional information regarding the application to approve the transaction and other information regarding the corporation's continuing restructuring proceedings will be available through the proposal trustee's website established with respect to the proceedings.

About Athabasca Minerals Inc.

Athabasca is an integrated industrial minerals company focused on the production and delivery of frac sand to Canada and the United States. Athabasca also operates aggregate operations in Western Canada and maintains the largest platform for buying, selling and transporting of aggregates through its 100-per-cent-owned technology platform, AMI RockChain.

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