Athena Upsizes Private Placement Due to Strong Investor Demand

Executive Summary

• Athena Gold increased its non‑brokered private placement target from CDN $2.0 M to CDN $3.1 M due to strong investor demand.
• The offering now consists of three components: CDN $1.5 M of flow‑through units at $0.07 each, CDN $1.1 M of flow‑through common shares at $0.07 each, and CDN $0.5 M of non‑flow‑through units at $0.06 each.
• Proceeds will fund exploration on the Laird Lake and Oneman Lake projects (FT components) and support additional exploration, G&A, and working capital (NFT component); a share consolidation is being contemplated prior to Q1 2026 drilling.

Key Details

• Total Gross Proceeds Target: CDN $3,100,000 (up from $2,000,000).
• FT Units: Up to 21,428,571 units @ CDN $0.07 per unit → CDN $1,500,000. Each unit = 1 flow‑through common share + ½ non‑flow‑through warrant; full warrant exercisable for 1 non‑flow‑through share at $0.09 (24‑month term).
• CMETC FT Shares: Up to 15,714,286 shares @ CDN $0.07 per share → CDN $1,100,000. Qualify as “flow‑through” and for the Canadian Critical Mineral Exploration Tax Credit.
• NFT Units: Up to 8,333,333 units @ CDN $0.06 per unit → CDN $500,000. Each unit = 1 non‑flow‑through common share + 1 warrant (exercisable at $0.09 for 24 months).
• Warrant Acceleration Clause: If, after 4 months + 1 day from issuance, the CSE VWAP ≥ CDN $0.14 for 10 consecutive trading days, Athena may accelerate expiry by 30 calendar days with ten‑day notice. Applies to both FT warrants and NFT warrants.
• Use of Proceeds – FT Components: To be spent on Laird Lake and Oneman Lake projects in Ontario; expenses will be designated as Canadian Exploration Expenses and flow‑through critical mineral mining expenditures, renounced to purchasers by Dec 31 2025.
• Use of Proceeds – NFT Component: Additional exploration work on company properties, general & administrative expenses, and working capital.
• Closing Schedule: Tranche closing expected early December 2025, subject to regulatory approvals (including CSE). All securities carry a hold period of four months + one day.
• Finder’s Fees: May be paid in cash, shares, warrants, or combinations thereof.
• Related‑Party Transaction: Insider participation will rely on MI 61‑101 exemptions; insiders limited to ≤25 % of fair market value of the company’s market cap.
• Share Consolidation: Company is contemplating a consolidation post‑offering, likely before its Q1 2026 drilling campaign (referenced in Nov 13 2025 release).

Notable Quotes

“We are pleased to increase our financing target in response to strong investor interest, which will enable us to advance critical exploration work at Laird Lake and Oneman Lake while positioning the company for a share consolidation ahead of our 2026 drilling program.” – Koby Kushner, President & CEO, Athena Gold Corporation.