Athabasca Minerals Inc ABCAF

Corporate Sale Transaction Valued at CAD $29.2 M V.AMI

[Betteryear2]

Edmonton, Alberta--(Newsfile Corp. - February 15, 2024) - Athabasca Minerals Inc. (TSXV: AMI), together with its subsidiaries (collectively, "Athabasca" or the "Corporation") announces today that it has entered into a transaction agreement (the "Agreement") with Badger Mining Corporation (the "Purchaser" or "Badger") for the acquisition of the Corporation by Badger (the "Transaction"). 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 (the "Court") 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 CAD $29.2 million, which amount will also be transferred to ResidualCo in accordance with the terms and conditions of the Agreement.

Athabasca Minerals Inc. Announces Corporate Sale Transaction Valued at CAD $29.2 Million (newsfilecorp.com)