VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 07/11/13 -- Noka Resources Inc. (TSX VENTURE: NX) (the "Company" or "Noka") is pleased to announce that it has completed the acquisition of a 100% interest in the Athabasca North (the "Athabasca North Property") and Clearwater (the "Clearwater Property") Properties located in the Athabasca Basin Region of Northern Saskatchewan. This acquisition comes further to Noka's Western Athabasca Syndicate announced July 10, 2013.
Noka received TSX Venture Exchange (the "Exchange") acceptance to the Athabasca North Property acquisition on June 18, 2013 and to the Clearwater Property acquisition on July 5, 2013.
The Properties were acquired pursuant to a Purchase and Sale Agreement (the "Athabasca North Agreement") dated May 27, 2013 and a Purchase and Sale Agreement dated May 28, 2013, as amended by Amending Agreement dated June 21, 2013 (collectively the "Clearwater Agreement") with certain arm's length vendors (the "Vendors").
Nav Dhaliwal, President of Noka, stated: "In addition to the syndication, Noka is very pleased with the added potential of the wholly-owned Clearwater and Athabasca North Properties."
The Clearwater Property
The Clearwater Property consists of 34 mineral tenures with total area of 151,170.78 hectares and is located in the Athabasca Basin Region of Northern Saskatchewan.
Pursuant to the Clearwater Agreement, the Vendors have sold Noka a 100% interest in the Clearwater Property, subject to a five percent (5%) Net Smelter Return Royalty ("NSR"). On July 8, 2013 (the "Closing Date"), Noka issued 2,000,000 common shares of the Company to the Vendors. Noka also granted to the Vendors the five percent (5%) NSR. The NSR may be reduced to a minimum two percent (2%) NSR at the option of either the Vendors or the Company in exchange for the issuance of one million common shares of the Company for each one percent (1%) NSR (the "Royalty Buyback"). The Royalty Buyback may be exercised in whole or in part in one million share increments per one percent (1%) NSR and any share issuances shall be prorated between the Vendors in accordance with their interests in the NSR. The Royalty Buyback may only be exercised if: i) the resulting common share recipient will hold, after such issuance, less than 19.99% of Noka's issued and outstanding shares and ii) Noka has more than twenty million shares outstanding. Noka must produce and file an NI 43-101 Technical Report on the Clearwater Property prior to issuing any shares on the Royalty Buyback. In no case may the NSR be reduced below 2%.
The Athabasca North Property
The Athabasca North Property consists of 13 mineral tenures with total area of 50,161.89 hectares and is located in the Northern Athabasca Basin Region of Northern Saskatchewan.
Pursuant to the Athabasca North Agreement, the Vendor sold Noka a 100% interest in the Athabasca North Property, subject to a two percent (2%) Net Smelter Return Royalty ("NSR"). On the June 18, 2013 (the "Closing Date"), Noka issued 600,000 common shares of Noka to the Vendor. Noka also granted to the Vendor the two percent (2%) NSR.
In conjunction with the above transactions, Noka issued 130,000 common shares of the Company and paid $14,000 to MGA Capital Corp. as a finder's fee.
Noka now has 15,820,000 shares issued and outstanding and, on closing the Clearwater Property Acquisition, Mr. Ryan Kalt became an Insider of the Company.
All securities issued pursuant to the transaction are and will be subject to resale restrictions expiring 4 months and one day from their date of issuance.
About Noka Resources Inc.
Noka Resources Inc. is a uranium-focused exploration company with its main area of focus in the Athabasca Basin Region of Northern Saskatchewan, wherein Noka is a syndicate member of the largest geologically prospective land package consisting of five properties. Noka also holds a 100% interest in the Clearwater and Athabasca North Properties, also located in the Athabasca Basin.
For further information, please contact Nav Dhaliwal, President, at firstname.lastname@example.org or visit www.nokaresources.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Nav Dhaliwal, President and CEO
Neither 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.
This release includes certain statements that may be deemed to be "forward-looking statements". All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedar.com for further information.
Noka Resources Inc.
President and CEO
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