Athena Gold to acquire Forester project in Ontario

Executive Summary

• Athena Gold Corp. has proposed to acquire a 100% interest in the 4,900-hectare Forester gold project in Northwestern Ontario, strategically located less than 30 km southeast of Orla Mining’s producing Musselwhite mine.
• The transaction is an all-share deal valued at $3.36 million (based on a deemed price of $0.08 per share), with Athena issuing 42 million common shares representing ~12% of its post-closing equity.
• The historically underexplored project hosts significant surface gold samples (up to 147 g/t Au) and shallow historical drilling, presenting dual opportunities for high-grade vein and bulk-tonnage gold mineralization, alongside untested copper potential.
• Athena plans to compile historical data, engage local Indigenous groups, and target a maiden diamond drill program on Forester later in 2026, pending regulatory approvals.

Key Details

• Transaction Structure: All-share acquisition of Last Bounty Gold Corp. (vendor), an arm’s-length deal with no cash consideration, no finders’ fees, and no new insiders created.
• Consideration & Dilution: 42 million common shares of Athena Gold Corp. issued at a deemed price of $0.08 per share, representing approximately 12% of Athena on a non-diluted basis at closing.
• Target Asset: 100% interest in the Forester gold project, comprising a 4,900-hectare land package in Northwestern Ontario.
• Strategic Location: Less than 30 km southeast of Orla Mining’s Musselwhite mine (produced >6 million ounces of gold, recently acquired for up to $850M USD), sharing identical favorable geology (banded iron formations, mafic volcanics, metasedimentary rocks).
• Royalty Terms: Subject to an existing 2% NSR royalty; Athena holds the right to repurchase half of the royalty (reducing it to 1%) for $2 million, adjusted for inflation.
• Historical Exploration: 14 known surface gold occurrences grading up to 147 g/t Au. Historical shallow drilling (1984–1986) on the eastern Tex zone yielded significant intercepts, including up to 60 gram-metres of grade-thickness. Historical operators focused on narrow veins, overlooking bulk-tonnage potential.
• Critical Metals Potential: Project is prospective for copper, with historical surface samples returning up to 1.49% Cu and 2 g/t Au, a target never previously explored.
• Future Exploration Plans: Maiden diamond drill program on Forester planned for later in 2026, subject to permitting. Athena is also awaiting drill approvals for its flagship Laird Lake project and intends to mobilize for its maiden drilling campaign in the current quarter.
• Regulatory & Compliance: Transaction is subject to approval by the Canadian Securities Exchange. Technical information reviewed by Qualified Person Benjamin Kuzmich, PGeo; historical data has not been independently verified under NI 43-101.

Notable Quotes

• "The acquisition of Forester provides a strong complement to our Ontario portfolio. Like our flagship Laird Lake project, Forester is historically underexplored yet lies along trend -- in a similar geological environment -- from a producing, multimillion-ounce gold mine. Despite only limited drilling in the 1980s, we are impressed by the exceptional grade-thickness gold hits of up to 60 gram-metres, which we consider highly anomalous given the shallow and sparse nature of that program... With a newly consolidated land package, a much stronger gold price environment and access to modern exploration tools, we believe we are well positioned to build upon the historical work with a fresh perspective and systematically unlock value at Forester," said Koby Kushner, CEO of Athena Gold Corp.