Athena Gold arranges $2-million private placement

Executive Summary

• Athena Gold Corp. has announced a non-brokered private placement for aggregate gross proceeds of up to $2 million.
• The offering consists of two tranches: $1.5 million via flow-through common shares and $500,000 via non-flow-through units containing warrants.
• Proceeds will be primarily used for exploration on the Laird Lake and Oneman Lake projects in Ontario, with remaining funds allocated to general and administrative expenses.

Key Details

• Total Gross Proceeds: Up to $2,000,000.
• Tranche 1 (Flow-Through Shares):
  • Amount: $1,500,000.
  • Quantity: Up to 21,428,571 flow-through common shares.
  • Price: $0.07 per share.
  • Use of Proceeds: Canadian exploration expenses and flow-through critical mineral mining expenditures for the Laird Lake and Oneman Lake projects.
  • Tax Status: Qualifies as flow-through shares under Section 66(15) of the Income Tax Act (Canada); expenses to be renounced with an effective date no later than Dec. 31, 2025.
• Tranche 2 (Non-Flow-Through Units):
  • Amount: $500,000.
  • Quantity: Up to 8,333,333 non-flow-through units.
  • Price: $0.06 per unit.
  • Composition: Each unit comprises one common non-flow-through share and one non-flow-through share purchase warrant.
  • Use of Proceeds: Additional exploration work on company properties, general and administrative expenses, and working capital.
• Warrant Terms:
  • 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 the expiry date by giving 10 calendar days' notice, causing warrants to expire 30 calendar days after the notice.
• Closing and Conditions:
  • The offering is scheduled to close in tranches, with the first tranche expected to close by late November.
  • Subject to regulatory approvals, including the Canadian Securities Exchange.
  • Hold Period: All securities subject to a four-month-and-one-day hold period from issuance.
  • Finders' Fees: May be paid in cash, shares, warrants, or a combination.
• Related Party Transactions:
  • Insider participation constitutes a related party transaction under Multilateral Instrument 61-101.
  • Company intends to rely on exemptions from formal valuation and minority shareholder approval requirements, provided insider participation does not exceed 25% of the company's market capitalization.
• Corporate Actions:
  • The company is contemplating a share consolidation to take place after the offering, likely immediately prior to a drilling campaign proposed for Q1 2026.

Notable Quotes

• No direct quotes from management were included in the provided text.