Nubian Resources Ltd. and Athena Gold Corporation announced the completion of the sale by Nubian and the acquisition by Athena of the remaining 90% interest that Nubian held in the Excelsior Springs exploration project located in Esmeralda County, Nevada, USA, as contemplated in the option agreement dated December 11, 2020, as amended on November 10, 2021, between Nubian, Nubian Resources (USA) Ltd. and Athena. Athena acquired the interest in the Property through its acquisition of all of the outstanding shares of Holdco, the legal owner of the claims and mineral rights comprising the Property. As a result of the transaction, through its ownership of Holdco, Athena now holds a 100% interest in the Property, subject to a 1% of net smelter returns royalty with respect to the Property granted to Nubian.

The transaction was effected as at December 31, 2021 pursuant to the terms a share purchase agreement, whereby Nubian sold to Athena and Athena purchased from Nubian all of the shares of Holdco for the remaining consideration payable under the terms of the Option Agreement, which consisted of 45 million shares of Athena's common stock and the Royalty. Under the terms of the Share Purchase Agreement, Nubian also agreed to use commercially reasonable efforts to distribute all Athena Shares that it holds to its shareholders, pro rata, subject to certain conditions, including that the distribution can be effected in accordance with applicable laws and the policies of the TSX Venture Exchange, exempt from the requirements to file a prospectus in Canada. In order to facilitate this proposed distribution, Nubian and Athena agreed to prepare and file with the U.S. Securities and Exchange Commission a registration statement on Form S-1, covering the resale and distribution by Nubian to its shareholders of the Athena Shares held by it, which distribution is not expected to occur for a minimum period of six months.

Additional details about the timing and manner of the planned distribution of the Athena Shares by Nubian will be provided by it in subsequent public disclosures. In addition, Nubian agreed that, subject to certain exceptions, for a period of twelve months from the closing of the transaction, or until such time as Nubian owns less than 4.9% of the outstanding Athena Shares, it will not vote against any matters that have been recommended by Athena's board of directors for approval by Athena's shareholders at any meeting of Athena shareholders.