Athena Gold increases placement to $3.1-million

Mr. Koby Kushner reports ATHENA UPSIZES PRIVATE PLACEMENT DUE TO STRONG INVESTOR DEMAND Due to strong investor demand, Athena Gold Corp. has amended the non-brokered private placement announced on Nov. 17, 2025, to increase the aggregate gross proceeds to be raised from $2-million to $3.1-million and changed the terms of the offering. The offering will now consist of a combination of: $1.5-million through the issuance of up to 21,428,571 flow-through units (the FT units) at a price of seven cents per FT unit; $1.1-million through the issuance of up to 15,714,286 flow-through common shares (the CMETC FT shares) at a price of seven cents per CMETC FT share; $500,000 through the issuance of up to 8,333,333 non-flow-through units (NFT units) at a price of six cents per NFT unit. Each FT unit comprises one flow-through common share (an FT 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, 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 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 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 warrants by giving ten calendar days' notice to the holders of the warrants, by way of news release, and in such case the 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 of the FT and CMETC FT shares will qualify as flow-through shares of the company as defined in Section 66(15) of the Income Tax Act (Canada). The CMETC FT shares will also qualify for the Canadian government's Critical Mineral Exploration Tax Credit. Proceeds of the FT units and CMETC FT shares will be spent on the company's Laird Lake and Oneman Lake projects located in Ontario, that will qualify as Canadian exploration expenses and flow-through critical mineral mining expenditures as those terms are defined in the Income Tax Act (Canada), which will be renounced to the purchasers of the FT and CMETC FT shares 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. The offering is scheduled to close in tranches, with the first tranche expected to close in early December and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including approval by the Canadian Securities Exchange. The company may pay finders' fees in connection with the offering in cash, shares, warrants or a combination thereof. All securities to be issued under the offering will be subject to a hold period of four months and one day from their date of issuance. Any participation by insiders in the offering will constitute a related party transaction subject to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the offering by insiders will not exceed 25 per cent of the fair market value of the company's market capitalization. The company is contemplating a share consolidation to take place after the offering, and likely immediately prior to its drilling campaign proposed for Q1 2026 (see press release dated Nov. 13, 2025). About Athena Gold Corp. Athena 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's Laird Lake project is situated in the Red Lake gold district of Ontario, covering over 7,000 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. 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 project is located in the prolific Walker Lane trend in Nevada, where it is currently under an earn-in option with Mammoth Minerals Ltd. (formerly, Firetail Resources Ltd.). The Excelsior Springs project spans over 2,500 hectares and covers at least three historic mines. Athena also holds 100-per-cent interest in its Oneman Lake Au-VMS (gold-volcanogenic massive sulphide) project in Ontario. We seek Safe Harbor.