Athabasca Minerals Inc. Announces Closing of Corporate Sale to Badger Mining Corporation at a Value of $29.2 Million

EDMONTON, Alberta, April 26, 2024 (GLOBE NEWSWIRE) -- Athabasca Minerals Inc. (TSXV: AMI), together with its subsidiaries (collectively, “Athabasca” or the “Corporation”) announces today that it has closed the previously announced transaction (the “Transaction”) contemplated by the subscription agreement (the “Agreement”) between the Corporation and Badger Mining Corporation (“Badger” or the “Purchaser”) providing for the acquisition of the Corporation by the Purchaser. The Transaction follows the Corporation's filing of the Notice of Intention under the provisions of Part III, Division 1 of the Bankruptcy and Insolvency Act (Canada) (“BIA”) and its previously announced sales and investment solicitation process (“SISP”). The Transaction was approved by the Alberta Court of King’s Bench (the “Court”) on Friday, April 19, 2024.

With the closing of the Transaction, in accordance with the terms of the Agreement and the order of the Court, all previously issued and outstanding common shares of the Corporation (“Common Shares”) have been exchanged on a 1:1 basis for common shares in the newly incorporated entity, 2585929 Alberta Ltd. (“ResidualCo”). Badger is now the sole shareholder of the Corporation, which has emerged from BIA proceedings.

The purchase price pursuant to the Transaction is approximately CAD $29.2 million, which amount has been transferred to ResidualCo in accordance with the terms and conditions of the Agreement and the order of the Court. The gross proceeds of the Transaction will be used by ResidualCo, under the direction of KSV Restructuring Inc., in its capacity as proposal trustee of ResidualCo, to satisfy the Corporation's obligations and liabilities to its secured and unsecured creditors (whose claims and encumbrances have been transferred to and assumed by ResidualCo). Following the satisfaction and discharge of all such transferred obligations and liabilities, and the final payment of professional fees associated with the Transaction, any residual value will be distributed to the shareholders of ResidualCo (being the former shareholders of the Corporation) and the ResidualCo shares will thereafter be cancelled. The timing of any potential disbursement to shareholders of ResidualCo cannot be confirmed but is anticipated to take several months.