Athena Gold optionee exercises Excelsior Springs option

Executive Summary

• Athena Gold Corp. confirms that Mammoth Minerals Ltd. has exercised its option to earn an 80% interest in the Excelsior Springs project in Nevada, effective August 19, 2025.
• In consideration for the option exercise, Mammoth paid Athena $200,000 AUD in cash and issued 32 million ordinary shares in Mammoth, valued at $3.2 million AUD based on the closing price on the exercise date.
• Athena also announced the mutual termination of the Memorandum of Understanding for the Crow Springs project in Nevada, effective August 18, 2025, with no further payments required and claims reverting to the vendor.

Key Details

• Excelsior Springs Option Exercise:
  • Effective Date: August 19, 2025.
  • Interest Earned: Mammoth Minerals Ltd. earns an 80% undivided interest in the Excelsior Springs project.
  • Cash Consideration: $200,000 AUD paid to Athena.
  • Share Consideration: 32 million ordinary shares in Mammoth issued to Athena.
  • Valuation of Shares: $3.2 million AUD (based on Mammoth's closing price on the exercise date).
  • Future Exploration Obligations: Mammoth must incur not less than $5 million USD in exploration expenditures over a five-year term starting from the exercise date.
  • Athena's Retained Interest: Athena retains a 20% free-carried interest until the completion of a definitive feasibility study by Mammoth.
  • Royalty: A 1% net smelter return (NSR) royalty is provided to Athena on certain claims comprising the Excelsior project.
  • Buyback Right: Athena reserves the right to buy back any pre-existing royalties on the Excelsior project.
• Crow Springs Project Termination:
  • Effective Date: August 18, 2025.
  • Action: Mutual termination of the April 2, 2022, Memorandum of Understanding (MOU) for the acquisition of the Crow Springs project in Esmeralda County, Nevada.
  • Terms: All obligations under the MOU are fully resolved; no further payments are required.
  • Asset Status: Ownership of seven Bureau of Land Management (BLM) claims reverts to the vendor.
• Strategic Context:
  • Mammoth recently completed a $5 million AUD financing and intends to use these funds to drill Excelsior towards a maiden resource.
  • Athena’s balance sheet now comprises over $3 million in cash and securities.
  • Athena continues to advance its Ontario gold portfolio, specifically defining new targets at the Laird Lake project ahead of a maiden drill program.

Notable Quotes

• "We are pleased to have partnered with a very capable Australian company to build upon our 2023 high-grade gold discovery at Excelsior... The cash and M79 shares further strengthens our balance sheet, comprising over $3-million in cash and securities, at an opportune time as we advance our Ontario gold portfolio, where we are actively defining new targets at our Laird Lake project in Red Lake, ahead of a maiden drill program," said Koby Kushner, president and chief executive officer of Athena.