Athena Gold Closes Second Tranche of Non-brokered Private Placement and Increases Offering Due to Strong Demand

Executive Summary

• Athena Gold closed the second tranche of its private placement, raising CDN $270,499.98 from the issuance of 150,000 flow‑through units at $0.07 each and 4,333,333 non‑flow‑through units at $0.06 each.
• The Company obtained CSE approval to increase the overall offering size to up to CDN $4.2 million, adding an additional 10 million flow‑through units.
• Proceeds will fund exploration work on the Laird Lake and Oneman Lake projects in Ontario (flow‑through portion) and support general & administrative expenses and further exploration via the non‑flow‑through proceeds.

Key Details

• Second Tranche Close: CDN $270,499.98 raised; 150,000 FT Units @ $0.07 each; 4,333,333 NFT Units @ $0.06 each.
• First Tranche Total: CDN $2,727,526.03 previously raised.
• Offering Expansion Approved:
• Up to CDN $2.2 million via up to 31,428,571 FT Units @ $0.07 each.
• Up to CDN $1.1 million via up to 15,714,296 flow‑through common shares (CMETC FT Shares) @ $0.07 each.
• Up to CDN $0.9 million via up to 15,000,000 NFT Units @ $0.06 each.
• Total Potential Offering Size: CDN $4.2 million.
• Third Tranche Timing: Expected closing by the end of the week (following release).
• Unit Structure:
• FT 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, acceleration clause).
• NFT Unit = 1 non‑flow‑through common share + 1 non‑flow‑through warrant (same exercise price/terms as FT warrants).
• Triggering Event for Warrants: If CSE VWAP ≥ $0.14 for 10 consecutive days after 4 months + 1 day from issuance, Athena may accelerate warrant expiry with 10‑day notice; warrants then expire 30 days after notice.
• Tax & Credit Benefits: FT shares 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 proceeds → Laird Lake and Oneman Lake Projects (Ontario) – designated as Canadian Exploration Expenses/flow‑through critical mineral mining expenditures, to be renounced by Dec 31 2025.
• NFT proceeds → Additional exploration on company properties, general & administrative expenses, working capital.
• No Finder’s Fees / Insider Participation: None paid; no insiders participated in the second tranche.
• Holding Period: All securities subject to a four‑month‑plus‑one‑day hold period.
• U.S. Offering Restrictions: Securities not registered under U.S. law; cannot be offered/sold in the United States or to U.S. persons absent exemption.

Notable Quotes

(No direct quotes were included in the release.)