Athena Gold closes final tranche of $3.5M placement

Mr. Koby Kushner reports ATHENA GOLD FULLY FUNDED FOR DRILLING WITH $3.5 MILLION NON-BROKERED PRIVATE PLACEMENT COMPLETE Further to Athena Gold Corp.'s news releases of Nov. 17, Nov. 24, Dec. 9 and Dec. 15, 2025, the company has closed the third and final tranche of its private placement financing and has received proceeds of $502,002.98 through the issuance of 7,142,900 flow-through units (the FT units) at seven cents per FT unit and 33,333 non-flow-through units (the NFT units) at six cents per NFT unit. A total of $3,500,028.99 was raised in the offering, of which $2,727,526.03 was raised in the first tranche, $270,499.98 in the second tranche and $502,002.98 in the third tranche. Each FT unit comprises one flow-through common share and one-half of a non-flow-through share purchase warrant, with each whole FT warrant exercisable for one non-flow-through common share at an exercise price of nine cents for a term of 24 months after closing subject to an acceleration clause. If, at any time after the date that is four months and one day after the date of issuance of the FT warrants, the average volume-weighted trading price of Athena's common shares on the Canadian Securities Exchange is at or above 14 cents per share for a period of 10 consecutive trading days (the triggering event), Athena may at any time, after the triggering event, accelerate the expiry date of the FT warrants by giving 10 calendar days' notice to the holders of the FT warrants, by way of news release, and in such case the FT warrants will expire on the first day that is 30 calendar days after the date on which such notice is given by Athena announcing the triggering event. Each NFT unit comprises one non-flow-through common share and one non-flow-through share purchase warrant, with each NFT warrant exercisable for one non-flow-through common share at an exercise price of nine cents for a term of 24 months after closing subject to an acceleration clause. If, at any time after the date that is four months and one day after the date of issuance of the NFT warrants, the average volume weighted trading price of Athena's common shares on the Canadian Securities Exchange is at or above 14 cents per share for a period of 10 consecutive trading days, Athena may at any time, after the triggering event, accelerate the expiry date of the NFT warrants by giving 10 calendar days of notice to the holders of the NFT warrants, by way of news release, and in such case the NFT warrants will expire on the first day that is 30 calendar days after the date on which such notice is given by Athena announcing the triggering event. The FT shares forming part of the FT units will qualify as flow-through shares of the company as defined in Section 66(15) of the Income Tax Act (Canada). Proceeds will be spent on the company's Laird Lake and Oneman Lake projects located in Ontario, that will qualify as Canadian exploration expenses as that term is defined in the Income Tax Act (Canada), which will be renounced to the purchasers with an effective date no later than Dec. 31, 2025. The proceeds from the sale of the NFT units will be used for additional exploration work on the company's properties and for general and administrative expenses and working capital purposes. In connection with the closing of the third tranche, the company paid finders' fees of $30,000.18 in cash and 428,574 in non-transferable finders' warrants. Each finder's warrant entitles the holder thereof to acquire one common share of the company for a period of 24 months from the date of issuance at an exercise price of nine cents. No insiders participated in the third tranche. All securities issued in connection with the offering are subject to a four-month-and-one-day hold period. About Athena Gold Corp. Athena Gold is engaged in the business of mineral exploration and the acquisition of mineral property assets. Its objective is to locate and develop economic precious and base metal properties of merit and to conduct additional exploration drilling and studies on its projects across North America. Athena Gold's Laird Lake project is situated in the Red Lake gold district of Ontario, covering over 4,000 hectares along more than 10 kilometres of the Balmer-Confederation Assemblage contact, where recent surface sampling results returned up to 373 grams per tonne Au (gold). This underexplored area is road accessible, located about 10 km west of West Red Lake Gold's Madsen mine and 34 km northwest of Kinross Gold's Great Bear project. Meanwhile, its Excelsior Springs Au-Ag (gold-silver) project is located in the prolific Walker Lane trend in Nevada, where it us currently under option by Firetail Resources Ltd. Excelsior Springs spans over 1,500 hectares and covers at least three historic mines. We seek Safe Harbor.