Athena GOLD Announces up to $2 Million Non-Brokered Private Placement

ATHENA GOLD ANNOUNCES UP TO $2 MILLION NON-BROKERED PRIVATE PLACEMENT

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR

DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

White Rock, BC --- Accesswire --- November 17, 2025 --- Athena Gold Corporation (CSE: ATHA)

(OTCQB: AHNRF) ( “Athena” or the “Company”) is pleased to announce a non -brokered private

placement for aggregate gross proceeds of up to CDN $2,000,000 (the “Offering”) that will consist of

a combination of:

• CDN $1,500,000 through the issuance of up to 21,428,571 flow-through common shares (the

“FT Shares”) at a price of CDN $0.07 per FT Share; and

• CDN $500,000 through the issuance of up to 8,333,333 non-flow-through units (“NFT Units)

at a price of CDN $0.06 per NFT Unit.

Each NFT Unit is comprised of one common 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 CDN $0.09 for a term of 24 months after the closing subject to an

acceleration clause. If, at any time after the date that is 4 months and one day after the date of issuance

of the warrants, the average volume weighted trading price of Athena’s common shares o n the

Canadian Securities Exchange is at or above CDN $0.14 per share for a period of 10 consecutive

trading days (the “Triggering Event”), 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 FT Share will qualify as a “flow-through share” of the Company as defined in section 66(15) of

the Income Tax Act (Canada) (the “Tax Act”). Proceeds of the 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 purchased of the FT Shares

with an effective date no later than December 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 O ffering is scheduled to close in tranches, with the first tranche expected to close by late

November 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 f rom 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% of the fair market value of

the Company’s market capitalization.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities

in the United States nor shall there be any sale of the securities in any jurisdiction in which such offer,

solicitation or sale would be unlawful. The securities have not been and will not be registered under

the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws

and may not be offered or sold in the United States unless registered under the 1933 Act an d any

applicable securities laws of any state of the United States or an applicable exemption from the

registration requirements is available.

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 November

13, 2025).

About Athena Gold Corporation

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 km of the Balmer -Confederation Assemblage contact, where recent

surface sampling results returned up to 373 g/t 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 Limited

(formerly, Firetail Resources Limited). The Excelsior Springs Project spans over 2,500 hectares and

covers at least three historic mines. Athena also holds 100% interest in its Oneman Lake Au -VMS

project in Ontario.

For further information about Athena Gold Corporation, please visit www.athenagoldcorp.com.

On Behalf of the Board of Directors

Koby Kushner

President and Chief Executive Officer, Athena Gold Corporation

For further information, please contact:

Athena Gold Corporation

Koby Kushner, President and Chief Executive Officer

Phone: 416-846-6164

Email: [email protected]

CHF Capital Markets

Cathy Hume, CEO

Phone: 416-868-1079 x 251

Email: [email protected]

Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information (collectively,

"forward-looking statements") within the meaning of applicable Canadian and U .S. securities laws. All

statements, other than statements of historical facts, included herein, including, without limitation,

statements regarding future exploration plans, future results from exploration, and the anticipated

business plans and timing of future activities of the Company, are forward-looking statements. Although

the Company believes that such statements are reasonable, it can give no assurance that such

expectations will prove to be correct. Forward-looking statements are typically identified by words such

as: "believes", "will", "expects", "anticipates", "intends" , "estimates ”, “plans", "may", "should",

''potential", "scheduled", or variations of such words and phrases and similar expressions, which, by

their nature, refer to future events or results that may, could, would, might or will occur or be taken or

achieved. In making the forward -looking statements in this press release, the Company has applied

several material assumptions, including without limitation, that there will be investor interest in future

financings, market fundamentals will result in sustained precious metals demand and prices, the receipt

of any necessary permits, licenses and regulatory approvals in connection with the future exploration

and development of the Company's projects in a timely manner.

The Company cautions investors that any forward -looking statements by the Company are not

guarantees of future results or performance, and that actual results may differ materially from those in

forward-looking statements.

Readers are cautioned not to place undue reliance on forward -looking statements. The Company

undertakes no obligation to update any of the forward -looking statements in this press release or

incorporated by reference herein, except as otherwise stated.

Neither the Canadian Securities Exchange nor its regulation services provider accepts

responsibility for the adequacy or accuracy of this release.