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Noka to Acquire Athabasca, Clearwater Properties

Noka Resources Inc. has entered into a purchase and sale agreement dated May 27, 2013, and a purchase and sale agreement dated May 28, 2013, with certain arm's-length vendors to acquire a 100-per-cent interest in the Northern Athabasca and Clearwater properties located in the Athabasca basin region of Northern Saskatchewan.

The agreements are subject to the acceptance of the TSX Venture Exchange.

The Clearwater property

The Clearwater property consists of 34 mineral tenures with a total area of 151,170.78 hectares and is located in the Athabasca basin region of Northern Saskatchewan.

Transaction terms

Pursuant to the agreement, the vendors have agreed to sell Noka a 100-per-cent interest in the Clearwater property, subject to a 5-per-cent net smelter return royalty. On the closing date, Noka will issue two million common shares of Noka to the vendors. Noka will also grant to the vendors the 5-per-cent NSR. The NSR may be reduced to a minimum 2-per-cent NSR at the option of either the vendors or the company in exchange for the issuance of one million common shares of Noka for each 1-per-cent. The royalty buyback may be exercised in whole or in part in one-million-share increments per 1-per-cent 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 per cent of Noka's issued and outstanding shares and (ii) Noka has more than 20 million shares outstanding. All securities to be issued pursuant to the transaction will be subject to resale restrictions expiring four months and one day from their date of issuance. In no case may the NSR be reduced below 2 per cent.

The Athabasca property

The Athabasca property consists of 13 mineral tenures with a total area of 50,161.89 hectares and is located in the Northern Athabasca basin region of Northern Saskatchewan.

Transaction terms

Pursuant to the Athabasca agreement, the vendor has agreed to sell Noka a 100-per-cent interest in the Athabasca property, subject to a 2-per-cent NSR. On the closing date, Noka will issue 600,000 common shares of Noka to the vendor. Noka will also grant to the vendor a 2-per-cent NSR.

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