Athena Gold closes $2.72M first tranche of placement

Executive Summary

• Athena Gold Corp. has closed the first tranche of its non-brokered private placement, raising a total of $2,727,526.03 through the issuance of flow-through units, flow-through common shares, and non-flow-through units.
• Due to high investor interest, the company expects the non-flow-through unit (NFT) tranche to be oversubscribed by approximately $400,000, increasing the total NFT issuance from 8,333,333 units to up to 15,000,000 units.
• The company anticipates closing the second tranche within the next few days, with all proceeds designated for exploration on the Laird Lake and Oneman Lake projects in Ontario, as well as general working capital.

Key Details

• Total Gross Proceeds (Tranche 1): $2,727,526.03
• Issuance Breakdown:
  • Flow-Through Units (FT Units): 19,025,729 units issued at $0.07 per unit, raising $1,331,801.03.
  • Flow-Through Common Shares (CMETC FT Shares): 14,507,144 shares issued at $0.07 per share, raising $1,015,500.08. These qualify for the Canadian government's Critical Mineral Exploration Tax Credit.
  • Non-Flow-Through Units (NFT Units): 6,337,082 units issued at $0.06 per unit, raising $380,224.92.
• Upsize Details: The NFT tranche is expected to be oversubscribed by ~$400,000. The issuance will increase from the original 8,333,333 NFT units to up to 15,000,000 NFT units (an additional 6,666,666 units).
• Warrant Terms (FT Units): Each FT unit includes one FT common share and one-half of a non-flow-through share purchase warrant. Each whole warrant is exercisable for one non-flow-through common share at $0.09/share for 24 months. Acceleration clause triggers if the average VWAP on the CSE is ≥ $0.14 for 10 consecutive trading days (after 4 months + 1 day).
• Warrant Terms (NFT Units): Each NFT unit includes one non-flow-through common share and one non-flow-through share purchase warrant. Each warrant is exercisable for one non-flow-through common share at $0.09/share for 24 months. Acceleration clause triggers if the average VWAP on the CSE is ≥ $0.14 for 10 consecutive trading days (after 4 months + 1 day).
• Use of Proceeds:
  • FT and CMETC FT proceeds: Spent on Laird Lake and Oneman Lake projects in Ontario (qualifying as Canadian exploration expenses and flow-through critical mineral mining expenditures). Renunciation effective no later than Dec. 31, 2025.
  • NFT proceeds: Additional exploration work on company properties, general and administrative expenses, and working capital.
• Finders' Fees: Aggregate fees of $133,779.90 in cash and 1,903,970 non-transferable finders' warrants. Each warrant allows acquisition of one common share at $0.09/share for 24 months.
• Insider Participation: CEO Koby Kushner purchased 83,333 NFT units for $4,999.98 via a wholly owned company. This is a related party transaction exempt from formal valuation and minority shareholder approval under MI 61-101.
• Hold Period: All securities issued are subject to a four-month-and-one-day hold period.
• Future Timeline: Closing of the second tranche is expected within the next few days.