Athena Gold Closes First Tranche of Non-Brokered Private Placement and Announces Further Upsize

Executive Summary

• Athena Gold closed the first tranche of its non‑brokered private placement, raising CDN $2,727,526.03.
• The offering consisted of flow‑through units, flow‑through common shares, and non‑flow‑through units priced at CDN $0.07 or $0.06 per unit.
• Proceeds are earmarked for exploration work on the Laird Lake and Oneman Lake projects (FT & CMETC FT Shares) and for additional exploration, G&A, and working capital (NFT Units).

Key Details

• Total amount raised in first tranche: CDN $2,727,526.03.
• Breakdown of proceeds:
• CDN $1,331,801.03 – 19,025,729 flow‑through units @ CDN $0.07 each.
• CDN $1,015,500.08 – 14,507,144 flow‑through common shares @ CDN $0.07 each.
• CDN $380,224.92 – 6,337,082 non‑flow‑through units @ CDN $0.06 each.
• Potential oversubscription of NFT Units: up to an additional CDN $400,000 (total NFT tranche could increase from CDN $500,000 to CDN $900,000), representing up to 6,666,666 extra NFT Units for a possible total of 15,000,000 NFT Units.
• Unit composition & warrant terms:
• Each FT Unit = 1 flow‑through common share + ½ non‑flow‑through share purchase warrant (exercisable at CDN $0.09 for 24 months).
• Each NFT Unit = 1 non‑flow‑through common share + 1 non‑flow‑through share purchase warrant (same exercise price and term).
• Triggering Event clause: If the VWAP of Athena’s CSE shares ≥ CDN $0.14 for 10 consecutive trading days, warrants may be accelerated with ten‑day notice; expiry then occurs 30 calendar days after notice.
• Tax treatment: FT units and CMETC FT Shares qualify as “flow‑through” shares under the Canadian Income Tax Act; CMETC FT Shares also eligible for the Critical Mineral Exploration Tax Credit.
• Use of proceeds:
• FT & CMETC FT Share proceeds → Laird Lake and Oneman Lake projects (Canadian Exploration Expenses / flow‑through critical mineral mining expenditures).
• NFT Unit proceeds → additional exploration on company properties, general & administrative expenses, working capital.
• Finder’s fees paid at closing: CDN $133,779.90 in cash plus 1,903,970 non‑transferable finder’s warrants (exercise price CDN $0.09).
• Related party transaction: President/CEO Koby Kushner purchased 83,333 NFT Units for CDN $4,999.98 through a wholly owned entity; exemption relied on MI 61‑101 sections 5.5(a) and 5.7(1)(a).
• Holding period: All securities subject to a four‑month‑plus‑one‑day hold period.
• Regulatory notice: Securities not registered in the U.S.; offering restricted to non‑U.S. persons under Regulation S.

Notable Quotes

(No direct quotes were included in the release.)