Athena Gold Announces Up To $2 Million Non-Brokered Private Placement

Executive Summary

• Athena Gold announced a non‑brokered private placement to raise up to C$2,000,000 through flow‑through common shares and non‑flow‑through units.
• Proceeds are earmarked for exploration work on the Laird Lake, Oneman Lake, and other projects, as well as general corporate purposes.
• The offering includes warrant terms that may be accelerated if Athena’s share price meets a defined “Triggering Event,” and the company is also contemplating a post‑offering share consolidation ahead of its Q1 2026 drilling campaign.

Key Details

• Offering Structure
• C$1,500,000 – up to 21,428,571 flow‑through (FT) common shares at C$0.07 per FT Share.

• C$500,000 – up to 8,333,333 non‑flow‑through (NFT) units at C$0.06 per NFT Unit.

• NFT Unit Composition

• One common non‑flow‑through share.
• One non‑flow‑through share purchase warrant exercisable for one additional common share at C$0.09 per share.

• Warrant term: 24 months from closing, subject to acceleration clause.

• Warrant Acceleration Trigger

• If, after the first 4 months + 1 day, the VWAP of Athena’s CSE shares is ≥ C$0.14 for 10 consecutive trading days, Athena may give ten‑calendar‑day notice to accelerate warrant expiry to 30 calendar days after such notice.

• Use of Proceeds

• FT Shares: Funding for Laird Lake and Oneman Lake projects in Ontario; expenses qualify as “Canadian Exploration Expenses” and flow‑through critical mineral mining expenditures, to be renounced by Dec 31 2025.

• NFT Units: Additional exploration work on company properties plus general & administrative expenses and working capital.

• Closing Timeline

• Offering will close in tranches; first tranche expected late November 2025.

• All securities subject to a hold period of 4 months + 1 day from issuance.

• Finder’s Fees – May be paid in cash, shares, warrants, or combinations thereof.

• Related‑Party Transaction – Insider participation will be treated as a related‑party transaction under MI 61‑101; the company expects insider take‑up to remain below 25 % of market‑cap value, relying on exemption provisions.

• Regulatory Conditions – Closing subject to receipt of required regulatory approvals, including CSE approval.

• Share Consolidation – Company is contemplating a share consolidation after the offering, likely before its Q1 2026 drilling campaign (referenced in Nov 13 2025 press release).

• Jurisdictional Disclaimer – Offer not made or intended for U.S. investors; securities not registered under U.S. securities laws.

Notable Quotes

“The proceeds from this financing will enable us to advance our high‑potential Laird Lake and Oneman Lake projects while maintaining the flexibility needed to pursue additional exploration opportunities,” – Koby Kushner, President & CEO, Athena Gold Corporation.