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Nubian Resources Ltd
Symbol	NBR
Shares Issued	63,326,401
Close 2023-12-21	C$ 0.05
Market Cap	C$ 3,166,320
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Athena Gold to acquire 10 million Nubian shares

2023-12-22 14:25 ET - News Release

See News Release (C-ATHA) Athena Gold Corp

Subject: Athena Gold Corporation - Press Release Word Document File: '\\swfile\EmailIn\20231222 110407 Attachment 2023-12-22 Press Release (revised).docx' THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE 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 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. 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: info@athenagoldcorp.com Jason Libenson President and CCO Castlewood Capital Corporation 1(647)-534-9884 Email: jason@castlewoodcapital.ca 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 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.