Athena Completes Transformative Transaction with Libra, Acquires Ontario Gold Assets, and Plans to Strengthen Management Team and Board
Athena Gold (CSE:ATHA) (OTCQB:AHNR) announced the acquisition of the Laird Lake and Oneman Lake gold projects in Ontario from Libra Lithium Corp. The deal involves issuing 43,865,217 common shares to Libra, who will own 19.9% of Athena post-transaction. The acquisition includes 218 mining claims over 4,736 hectares. Regulatory approvals are pending.
Libra's board members David Goodman and Koby Kushner will join Athena, with Goodman as Chairman and Kushner as President and CEO. The technical team from Libra will also join Athena. The acquisition aims to diversify Athena's portfolio, building on their flagship Excelsior Springs project in Nevada.
The Laird Lake project is in the Red Lake Gold Camp, known for its high-grade gold mines. The Oneman Lake project is in the Kenora Mining District, featuring a breccia zone with sulfide minerals.
Athena plans to merge and redomicile to British Columbia, maintaining its OTCQB listing. The merger is expected to complete in early 2025.
Athena Gold (CSE:ATHA) (OTCQB:AHNR) ha annunciato l'acquisizione dei progetti minerari d'oro Laird Lake e Oneman Lake in Ontario da Libra Lithium Corp. L'accordo prevede l'emissione di 43.865.217 azioni ordinarie a Libra, che deterrà il 19,9% di Athena dopo la transazione. L'acquisizione comprende 218 diritti minerari su 4.736 ettari. Sono in attesa le approvazioni regolatorie.
I membri del consiglio di Libra, David Goodman e Koby Kushner, entreranno in Athena, con Goodman come Presidente e Kushner come Presidente e CEO. Anche il team tecnico di Libra si unirà ad Athena. L'acquisizione mira a diversificare il portafoglio di Athena, ampliandosi sul loro progetto di punta Excelsior Springs in Nevada.
Il progetto Laird Lake si trova nel Red Lake Gold Camp, noto per le sue miniere d'oro ad alta gradazione. Il progetto Oneman Lake si trova nel Distretto Minerario di Kenora, caratterizzato da una zona di breccia con minerali solfurei.
Athena prevede di fondersi e trasferirsi in British Columbia, mantenendo la sua quotazione OTCQB. La fusione dovrebbe concludersi all'inizio del 2025.
Athena Gold (CSE:ATHA) (OTCQB:AHNR) anunció la adquisición de los proyectos de oro Laird Lake y Oneman Lake en Ontario de Libra Lithium Corp. El acuerdo implica la emisión de 43,865,217 acciones comunes a Libra, que poseerá el 19.9% de Athena después de la transacción. La adquisición incluye 218 reclamaciones mineras sobre 4,736 hectáreas. Se están a la espera de las aprobaciones regulatorias.
Los miembros de la junta de Libra, David Goodman y Koby Kushner, se unirán a Athena, siendo Goodman el Presidente y Kushner el Presidente y CEO. El equipo técnico de Libra también se unirá a Athena. La adquisición tiene como objetivo diversificar la cartera de Athena, ampliando su proyecto insignia Excelsior Springs en Nevada.
El proyecto Laird Lake se encuentra en el Red Lake Gold Camp, conocido por sus minas de oro de alta ley. El proyecto Oneman Lake está en el Distrito Minero de Kenora, con una zona de breccia que presenta minerales sulfurosos.
Athena planea fusionarse y trasladarse a Columbia Británica, manteniendo su cotización en OTCQB. Se espera que la fusión se complete a principios de 2025.
아테나 골드 (CSE:ATHA) (OTCQB:AHNR)이 리브라 리튬 코퍼레이션으로부터 온타리오에 있는 레어드 레이크 및 오네맨 레이크 금 프로젝트의 인수를 발표했습니다. 이번 거래는 43,865,217주의 보통주를 리브라에 발행하는 것을 포함하며, 리브라는 거래 후 아테나의 19.9%의 지분을 보유하게 됩니다. 이 인수에는 4,736헥타르에 걸쳐 218개의 채굴 권리가 포함됩니다. 규제 승인은 대기 중입니다.
리브라의 이사인 데이비드 굿맨과 코비 쿠쉬너가 아테나에 합류하며, 굿맨은 의장, 쿠쉬너는 사장 겸 CEO가 됩니다. 리브라의 기술 팀도 아테나에 합류할 것입니다. 이번 인수는 아테나의 포트폴리오를 다양화하는 것을 목표로 하며, 네바다의 대표 프로젝트인 엑셀시어 스프링스 프로젝트를 기반으로 합니다.
레어드 레이크 프로젝트는 고등급 금광으로 유명한 레드 레이크 골드 캠프에 위치해 있습니다. 오네맨 레이크 프로젝트는 케노라 광산 지구에 위치하고 있으며, 유황 광물이 있는 브레시아 구역을 특징으로 합니다.
아테나는 브리티시컬럼비아로 통합 및 본사를 이전할 계획이며, OTCQB 상장은 유지합니다. 합병은 2025년 초에 완료될 것으로 예상됩니다.
Athena Gold (CSE:ATHA) (OTCQB:AHNR) a annoncé l'acquisition des projets d'or Laird Lake et Oneman Lake en Ontario auprès de Libra Lithium Corp. L'accord implique l'émission de 43.865.217 actions ordinaires à Libra, qui détiendra 19,9 % d'Athena après la transaction. L'acquisition comprend 218 demandes de permis miniers sur 4 736 hectares. Les approbations réglementaires sont en attente.
Les membres du conseil d'administration de Libra, David Goodman et Koby Kushner, rejoindront Athena, avec Goodman en tant que Président et Kushner en tant que Président et CEO. L'équipe technique de Libra rejoindra également Athena. L'acquisition vise à diversifier le portefeuille d'Athena, en s'appuyant sur leur projet phare Excelsior Springs au Nevada.
Le projet Laird Lake se trouve dans le Red Lake Gold Camp, connu pour ses mines d'or de haute qualité. Le projet Oneman Lake est situé dans le district minier de Kenora, présentant une zone de brèche avec des minerais sulfurés.
Athena prévoit de fusionner et de transférer son siège en Colombie-Britannique, tout en maintenant son inscription OTCQB. La fusion devrait être finalisée début 2025.
Athena Gold (CSE:ATHA) (OTCQB:AHNR) gab die Übernahme der Goldprojekte Laird Lake und Oneman Lake in Ontario von Libra Lithium Corp. bekannt. Der Deal umfasst die Ausgabe von 43.865.217 Stammaktien an Libra, die nach der Transaktion 19,9% von Athena besitzen wird. Die Übernahme beinhaltet 218 Bergbaurechte auf 4.736 Hektar. Regulierungsbehörden müssen noch ihre Genehmigungen erteilen.
Die Vorstandsmitglieder von Libra, David Goodman und Koby Kushner, werden zu Athena stoßen, wobei Goodman den Vorsitz übernimmt und Kushner Präsident und CEO wird. Auch das technische Team von Libra wird zu Athena wechseln. Die Übernahme zielt darauf ab, Athenas Portfolio zu diversifizieren und auf dem Flaggschiffprojekt Excelsior Springs in Nevada aufzubauen.
Das Laird Lake Projekt befindet sich im Red Lake Gold Camp, das für seine Goldminen mit hoher Gehalte bekannt ist. Das Oneman Lake Projekt liegt im Kenora Bergbaugebiet und weist eine Breccia-Zone mit Sulfidmineralien auf.
Athena plant, sich mit British Columbia zu fusionieren und den Sitz zu verlegen, während die OTCQB-Listung erhalten bleibt. Die Fusion wird voraussichtlich Anfang 2025 abgeschlossen sein.
- Acquisition of gold projects in Ontario.
- Issuance of 43,865,217 shares to Libra.
- Libra to own 19.9% of Athena post-transaction.
- Addition of experienced board and technical team members.
- Diversification of Athena's portfolio.
- Significant share issuance causing potential dilution.
- Pending regulatory approvals.
TORONTO, ON / ACCESSWIRE / October 1, 2024 / Athena Gold Corporation (CSE:ATHA)(OTCQB:AHNR) ("Athena Gold" or the "Company") is pleased to announce that, further to its press release of September 11, 2024, the Company has executed a definitive agreement (the "Definitive Agreement") dated September 30, 2024 with Libra Lithium Corp. ("Libra"), a privately-held company, to acquire up to a
Upon final regulatory approvals, members of Libra's board and management teams are expected to join Athena Gold. David Goodman, LLB, CFA, will join the Board of Directors as Chairman and Koby Kushner, P.Eng., CFA, will take on the role of President, CEO, and Director. John Power, current President of Athena Gold, is expected to remain as Secretary and Director. Ty Minnick will remain as Chief Financial Officer. The Board of Directors will consist of Athena's current Board of Directors which includes John Power, Brian Power and John Hiner and be expanded to five members with David Goodman and Koby Kushner. Members from Libra's technical team, Benjamin Kuzmich, MSc, P.Geo, and Andrew Jedemann, MSc, P.Geo, are expected to join Athena Gold as Vice President, Exploration, and Exploration Manager, respectively.
"Our team has spent the last few months compiling all historical data across Athena's portfolio in Nevada. As we dig deeper into the data at Excelsior Springs, we can't help but become more excited," said incoming CEO, Koby Kushner. "I believe Athena has some of the best drill intercepts from a junior mining company in Nevada, and that our team is well equipped to re-envision what was historically a high-grade, underground brownfields site, into a large-scale, high-margin, open pit gold target. Meanwhile, our team continues to put boots on the ground in Ontario, where we have samples pending from our recent reconnaissance program at Laird Lake."
"Building upon our recent advancements at Excelsior Springs, I look forward to collaborating with Koby and his dedicated technical team with our collective goal to continue building shareholder value. While Excelsior Springs remains our flagship project, I am keen to diversify our portfolio with the addition of Laird Lake and Oneman Lake projects in Ontario," said John Power, President & CEO. "I am particularly excited about Laird, which covers an underexplored portion of the Red Lake Mining Camp and is proximal to Great Bear and Madsen mines under development. I would also like to extend a warm welcome to Libra as a shareholder in Athena."
Highlights:
Athena is to acquire Libra's Laird Lake and Oneman Lake projects in Ontario through the issuance of common shares to Libra, such that Libra will own 43,865,217 shares in Athena upon completion of the planned amalgamation.
Laird Lake (4,158 ha) is located in Ontario's Red Lake Gold Camp, which has produced over 29 million ounces of goldi from some of the highest-grade gold mines globally and is easily accessible via road.
Laird Lake is hosted in a similar structural setting as Kinross Gold's multimillion-ounce Great Bear project, and West Red Lake Gold's nearby Madsen mine, only 11 kilometres away. Kinross recently announced results of a preliminary economic assessment for the Great Bear project, that outlined a large-scale, high-margin, gold producer, capable of producing over 500,000 oz at an all-in sustaining cost of approximately US
$800 /oz over the first 8 years, with a US$1.9 billion NPV5% and24.3% IRR after-tax, based on gold prices of US$1,900 /ozi. Meanwhile, West Red Lake Gold recently reaffirmed its target of restarting production at Madsen in 2025ii.The project covers approximately a 10-kilometre strike extent of the Balmer-Confederation Assemblage contact, the same contact that hosts the majority of gold deposits in the Red Lake Gold Camp. According to a recent Master of Science thesis, "the Laird Lake property likely represents the continuation of the same mineralized structure found at both the Madsen and Starrat-Olsen mines and was later displaced as far as 10 km west by the dextral Laird Lake fault post-2704 Ma.iii"
Despite being directly along trend of the nearby Madsen Mine and having visible gold showings on surface, Laird Lake remains largely untested, with only limited historical exploration work completed to date.
There can be no assurance that actual results on adjacent properties is any indication of future exploration success at Laird Lake.
Oneman Lake (578 ha) is located in the Kenora Mining District, within the Separation Rapids Greenstone Belt, and contains a breccia zone up to 100m wide with key indicator sulfide minerals.
Planned Board and Management Additions:
David Goodman, Libra's co-founder and largest individual shareholder, is expected to join Athena's Board of Directors as Chairman.
Koby Kushner, Libra's co-founder and CEO, is expected to join Athena's Board of Directors and take on the role of President and CEO of the Company.
Members from Libra's technical team, Benjamin Kuzmich and Andrew Jedemann, are expected to join Athena as Vice President, Exploration, and Exploration Manager, respectively.
Koby Kushner, P.Eng., CFA, is the Chief Executive Officer and a director of Libra. He has spent most of his career as a mining engineer and more recently, an equity research analyst. Prior to entering finance, Mr. Kushner worked at several mines in Ontario and Manitoba, including Hemlo (Barrick Gold), Detour, Rice Lake, and others. During this time, Mr. Kushner has seen projects advance through all stages of development, including exploration, production, and closure. He then moved into equity research at Red Cloud Securities, a mining-only investment bank, where he wrote on over 100 companies across various stages of development and a wide range of commodities, with a particular focus on precious and energy metals. He holds a BSc in Mining Engineering from Queen's University, is a licensed Professional Engineer in the province of Ontario and is a CFA charterholder.
David Goodman, LLB, CFA, is the Chairman of Libra. Mr. Goodman left an early career as a litigator in 1994 to become a Partner, Vice President and Portfolio Manager at the investment management firm behind Dynamic Funds. He became President and Chief Executive Officer of Dynamic Funds in 2001 and of DundeeWealth, Dynamic's public company parent, in 2007. Under Mr. Goodman's leadership, the firm became one of Canada's best performing and fastest growing investment managers, was recognized as Fund Company of the Year seven times at the Canadian Investment Awards while growing assets under management from
Benjamin Kuzmich, MSc., P.Geo, is the Vice President, Exploration of Libra. He is a professional geologist with a proven track record of exploration success in Canada throughout Ontario, Manitoba, and the Yukon. His accomplishments include the delineation of the E-Zone at Barrick's Hemlo gold mine, where he managed a
Andrew Jedemann, MSc., P.Geo, is the Exploration Manager of Libra. He is an experienced professional geologist with a strong technical background who has been exploring for various commodities in northwestern Ontario over the past 8 years. Andrew has spent most of his career working on several early- to advanced-stage Au, Li, and Ni-Cu-PGE projects around Northwestern Ontario, most notably of which included designing, implementing, and managing >20,000m of drilling at the Barrick - Hemlo gold mine. Additionally, Andrew has worked in the prolific Ring of Fire where he assisted in generating new base and precious metal targets as well as directly overseeing field exploration work. Andrew completed his MSc Geology degree from Lakehead University in partnership with the University of Tasmania (CODES) on characterizing an early-stage porphyry and epithermal prospect on Vancouver Island.
Terms of the Definitive Agreement:
Pursuant to the Definitive Agreement, Athena Gold will acquire up to a
All parties to this transaction are arm's length.
As consideration of the Properties, Athena Gold has agreed to issue 43,865,217 common shares in the capital of Athena Gold's wholly owned subsidiary, Nova Athena Gold Corp. to Libra, at a deemed value of CDN
Athena Gold will assume all obligations of the Option to Bounty Gold to acquire the Laird Lake Project by incurring the following cash payments and share issuances over the course of five years (which may be accelerated at Athena Gold's option):
payment of CDN
$50,000 in cash on or before August 19, 2025, of which up to50% of such payment may be made in the form of common shares in the capital of Athena Gold;payment of CDN
$50,000 in cash on or before August 19. 2026, of which up to50% of such payment may be made in the form of common shares in the capital of Athena Gold;payment of CDN
$50,000 in cash on or before August 19, 2027, of which up to50% of such payment may be made in the form of common shares in the capital of Athena Gold;payment of CDN
$50,000 in cash on or before August 19, 2028, of which up to50% of such payment may be made in the form of common shares in the capital of Athena Gold; andpayment of CDN
$1,000,000 in cash on or before August 19, 2029, or alternativelypayment of
75% in cash and the issuance of common shares in the capital of Athena Gold equal to25% of the payment, for a total payment of CDN$1,250,000 ;payment of
50% in cash and the issuance of common shares in the capital of Athena Gold equal to50% of the payment, for a total payment of CDN$1,500,000 ; orpayment of
25% in cash and the issuance of common shares in the capital of Athena Gold equal to75% of the payment, for a total payment of CDN$1,750,000.
In the event that Athena Gold pays any of the payments to Bounty Gold in the form of both cash and common shares, the price per share will be determined with the number of shares being based on a per share deemed issue price equal to the 30-day VWAP of the shares for the period of any twenty (20) consecutive trading days on the Canadian Securities Exchange ending on the date that is three business days prior to the date of issuance of the additional common shares.
Upon completion of the above obligations by Athena Gold, Bounty Gold will retain a
Athena Gold has agreed to pay a finder's fee to Castlewood Capital Corp. in connection with the Acquisition, through the issuance of 1,737,236 common shares in the capital of Nova Athena Gold Corp. The finder's fee will be payable upon completion of the proposed Amalgamation of Athena Gold.
All common shares issued pursuant to the Acquisition will be subject to a hold period expiring four months and one day from the date of issuance in Canada. Any shares issued by Athena Gold prior to the proposed Amalgamation will be subject to applicable United States hold periods.
None of the foregoing shares 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.
As a result of the Acquisition, Libra will beneficially own approximately
The Acquisition is subject to receipt of all necessary regulatory and corporate approvals, including the approval of the Canadian Securities Exchange.
Proposed Amalgamation and Redomicile to Canada
Within thirty days following the execution and delivery of the Definitive Agreement, Athena Gold and Nova Athena will enter into and execute a Plan of Merger and Amalgamation (the "Merger Agreement") pursuant to which, subject to obtaining the necessary consents and regulatory approvals and compliance with all applicable legal requirements, Athena Gold will complete the merger and amalgamation with and into Nova Athena and redomicile to British Columbia, Canada (the "Amalgamation" or "Merger"). As a result of the Amalgamation, Nova Athena shall be the surviving entity. In the Amalgamation, each stockholder of Athena Gold will receive one common share in the capital of Nova Athena for each common share of Athena Gold. The existing shares of Nova Athena held by Athena Gold prior to the Amalgamation will be gifted back and cancelled. Following completion of the Merger, Libra will not own more than
Athena Gold will hold a shareholder meeting to approve the proposed Amalgamation to be called as soon as possible. In addition to the proposed Amalgamation, shareholders will be asked to approve an increase in Athena Gold's authorized capital to an unlimited number of common shares, a change of name (if required) and the delisting of Athena Gold's common shares from the Securities and Exchange Commission. Full details of the proposed merger and redomicile, including the associated benefits and risks, will be provided in the registration statement on Form S-4 to be filed with the Securities and Exchange Commission by Athena Gold.
About Athena Gold Corporation
Athena Gold 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.
About Our Flagship Excelsior Springs Project
The Excelsior Springs Project (the "Project") lies within the prolific Walker Lane tectonic trend, a large region of northwest-trending, strike-slip fault zones that host a significant number of precious metal deposits having very strong structural control for mineralization. The Walker Lane trend is experiencing a major resurgence of intense and successful exploration and development.
The Project contains numerous prospect pits, trenches, roads, surface sampling sites and 113 drill holes to date within a 300m X 3,000m wide (1,000 foot-wide and 10,000-foot-long east-west trending zone of shearing and alteration. Underground workings on the two patented claims within the Project had unverified, historical production of 19,200 oz at 41.1 g/t Au.
Gold mineralization discovered at the Project to date occurs in quartz veins, stock-works, and silicified zones in hornfels and calc-silicate altered country rock and is generally close to porphyry dykes. The best grades and thicknesses discovered recently were found in oxidized and altered sedimentary rock immediately above porphyry dykes intruded along preexisting east- and east-northeast trending faults. The mineralized stock-work vein zones are shallow and have a relatively flat plunge, making them potentially amenable to open pit mining methods.
Based on the results of previous drilling programs, the Project has the potential to host one or more shallow gold deposits amenable to open pit mining, along with deeper, higher grade feeder zones that may be found and could be mined by underground methods. In the opinion of management and its consultants, the Project is very promising and further exploration has the potential to expand the known mineralization and establish additional mineralized zones.
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, President
Athena Gold Corporation
For further information, please contact:
Phone: John C. Power, (707) 291-6198
Email: johnpower@athenagoldcorp.com
Jason Libenson
President and CCO
Castlewood Capital Corporation
(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, 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.
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 risk factors as 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.
iGreat Bear Technical Report: Voluntary National Instrument 43-101 Technical Report
iiWest Red Lake recent announcement about restart activities in 2025: West Red Lake Gold Provides Madsen Mine Restart Activities
iiiRecent Master of Science thesis on Laird Lake: Geology and geochemistry of the Laird Lake property and associated gold mineralization, Red Lake greenstone belt, northwestern Ontario
SOURCE: Athena Gold Corp
View the original press release on accesswire.com
FAQ
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