Athena Gold increases placement to $3.1-million

Executive Summary

• Athena Gold Corp. has upsized its previously announced non-brokered private placement from $2 million to $3.1 million due to strong investor demand, amending the terms of the offering.
• The capital raise is structured across three distinct tranches: flow-through units, flow-through common shares eligible for Critical Mineral Exploration Tax Credits (CMETC), and non-flow-through units, with proceeds allocated to exploration at the Laird Lake and Oneman Lake projects, as well as general working capital.
• The offering is scheduled to close in tranches starting in early December, subject to regulatory approvals, and is accompanied by a contemplated share consolidation prior to a planned Q1 2026 drilling campaign.

Key Details

• Total Gross Proceeds: Increased to $3.1 million (up from $2 million).
• Tranche 1 (Flow-Through Units):
  • Amount: $1.5 million.
  • Quantity: Up to 21,428,571 flow-through units.
  • Price: $0.07 per unit.
  • Composition: One flow-through common share and one-half of a non-flow-through share purchase warrant.
• Tranche 2 (CMETC Flow-Through Shares):
  • Amount: $1.1 million.
  • Quantity: Up to 15,714,286 flow-through common shares.
  • Price: $0.07 per share.
  • Qualification: Qualifies as flow-through shares and for the Canadian government's Critical Mineral Exploration Tax Credit.
• Tranche 3 (Non-Flow-Through Units):
  • Amount: $500,000.
  • Quantity: Up to 8,333,333 non-flow-through units.
  • Price: $0.06 per unit.
• Warrant Terms (Both FT and NFT Units):
  • Each unit includes one non-flow-through share purchase warrant (for NFT) or one-half warrant (for FT).
  • Exercise Price: $0.09 per share.
  • Term: 24 months after closing.
  • Acceleration Clause: If the average volume-weighted trading price on the Canadian Securities Exchange is at or above $0.14 for 10 consecutive trading days (starting 4 months and 1 day after issuance), Athena may accelerate expiry by giving 10 calendar days' notice, causing warrants to expire 30 calendar days after the notice.
• Use of Proceeds:
  • FT and CMETC FT proceeds: Exploration at Laird Lake and Oneman Lake projects in Ontario (renounced as Canadian exploration expenses and flow-through critical mineral mining expenditures).
  • NFT proceeds: Additional exploration work, general and administrative expenses, and working capital.
• Closing Schedule: Expected to close in tranches, with the first tranche expected in early December.
• Hold Period: All securities subject to a hold period of four months and one day from issuance.
• Corporate Actions: Company is contemplating a share consolidation to take place after the offering and likely immediately prior to a drilling campaign proposed for Q1 2026.
• Regulatory/Insider Participation: Insider participation constitutes a related party transaction under MI 61-101; company intends to rely on exemptions from formal valuation and minority shareholder approval requirements as insider participation will not exceed 25% of market capitalization.

Notable Quotes

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