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Athabasca Minerals Inc. Announces Commencement of Court-Approved Sale and Investment Solicitation Process

15.12.2023  |  Newsfile

Edmonton, December 15, 2023 - As previously announced on November 14, 2023, Athabasca Minerals Inc. (TSXV: AMI), together with its subsidiaries (collectively, "Athabasca" or the "Corporation") commenced a restructuring process by filing Notices of Intention to Make a Proposal to its creditors (the "NOI") under the provisions of Part III, Division 1 of the Bankruptcy and Insolvency Act (Canada), as amended (the "BIA"). KSV Restructuring Inc. is acting as proposal trustee (the "Proposal Trustee").

Pursuant to an order granted by the Court of King's Bench of Alberta (the "Court") on December 12, 2023 (the "Initial Order"), Athabasca, with the assistance of Canaccord Genuity Corp. acting as the sales advisor, and in consultation with the Proposal Trustee, has commenced a sales and investment solicitation process (the "SISP") in respect of Athabasca's business and property. The SISP is intended to solicit interest in, and opportunities for, a sale of, or investment in or refinancing of, all or part of Athabasca's assets and business operations.

The SISP includes a stalking horse bid to acquire Athabasca's business for $13,000,000 from JMAC Energy Services LLC ("JMAC"), which bid includes an expense reimbursement in the amount of $200,000 payable to JMAC in the event the stalking horse bid is not the successful bid. The SISP is a single phase process. Participants are invited to submit a final bid by 12:00 p.m. (Calgary time) on January 31, 2024. In the event superior offers to the stalking horse bid are received, a run-off auction will be held virtually through open rounds of bidding until the highest and best price is achieved.

In addition, the Initial Order, among other things (i) extends the stay of proceedings and ability of Athabasca to present a joint proposal to their creditors to January 26, 2024; (ii) authorizes JMAC to act as interim lender to Athabasca in the NOI, advancing up to $2,850,000; and (iii) approves Athabasca's key employee retention plan and related priority charge.

Copies of the Initial Order and other Court filed materials are available at: www.ksvadvisory.com/experience/case/athabasca-minerals.

Interested parties who wish to obtain additional information and participate in the SISP may contact either the Sales Advisor at abirkby@cgf.com or the Proposal Trustee at abasi@ksvadvisory.com.

About Athabasca Minerals Inc.

Athabasca is an integrated industrial minerals company focused on the production and delivery of frac sand to Canada and the United States. Athabasca also operates aggregate operations in Western Canada and maintains the largest platform for buying, selling, and transporting of aggregates through its 100% owned technology platform, AMI RockChain.

For further information, please contact:
Cheryl Grue, Director, Corporate Affairs
Tel: 587-392-5862 / Email: cheryl.grue@athabascaminerals.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING STATEMENTS

This news release contains certain statements or disclosures relating to Athabasca that are based on the expectations of its management as well as assumptions made by and information currently available to Athabasca which may constitute forward-looking statements or information ("forward-looking statements") under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results, or developments that Athabasca anticipates or expects may, or will occur in the future (in whole or in part) should be considered forward-looking statements. In some cases, forward-looking statements can be identified by the use of the words "intended", "will", and similar expressions. In particular, but without limiting the foregoing, this news release contains forward-looking statements pertaining to the following: the expectation that the SISP is intended to solicit interest in, and opportunities for, a sale of, or investment in or refinancing of, all or part of the Corporation's assets and business operations; the process if superior offers to the stalking horse bid are received; and the effects of the Initial Order on the Corporation.

The forward-looking statements contained in this news release reflect several material factors and expectations and assumptions of Athabasca including, without limitation: that costs, expenses, and inflationary pressures faced by Athabasca will not continue; availability of debt and/or equity sources to fund Athabasca's capital and operating requirements as needed; certain cost assumptions; Athabasca will continue to conduct its operations in a manner consistent with past operations; that Athabasca's capital resources will be sufficient to meet its forecasted and budgeted expenses and that such expenses will not exceed the level of capital resources available; the ability of Athabasca to obtain and retain qualified staff, equipment, and services in a timely and cost efficient manner; continuity in the management of Athabasca; and the general continuance of current or, where applicable, assumed industry conditions.

Athabasca believes the material factors, expectations, and assumptions reflected in the forward-looking statements are reasonable at this time, but no assurance can be given that these factors, expectations, and assumptions will prove to be correct. The forward-looking statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements including, without limitation: the required regulatory approvals; general economic, market, and business conditions; shareholder value may not be maximized in the manner suggested by Athabasca or at all; Athabasca may be unable to resolve mechanical or operational issues in the timelines anticipated, in the manner anticipated, or at all; increased costs and expenses; reliance on industry partners; that Athabasca will have sufficient working capital to meet its existing contractual obligations, including without limitation certain production commitments that may limit Athabasca's ability to ensure operations are profitable and operational requirements; future co-operation of the creditors of Athabasca and the ongoing willingness of its lenders to provide funds to Athabasca; the ability to maintain relationships with suppliers, customers, employees, shareholders, and other third parties in light of Athabasca's current liquidity situation; and certain other risks detailed from time to time in Athabasca's public disclosure documents including, without limitation, those risks identified in this news release and in Athabasca's annual information form dated April 28, 2022, copies of which are available on Athabasca's SEDAR+ profile at www.sedarplus.ca. Readers are cautioned that the foregoing list of factors is not exhaustive and are cautioned not to place undue reliance on these forward-looking statements.

The forward-looking statements contained in this news release are made as of the date hereof and Athabasca undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless so required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/191186


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