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ATHA.CN ·

George Mannard joins Athena Technical Advisory Board

Management Changes

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George Mannard joins Athena Technical Advisory Board

VACAVILLE, CA – January 16, 202 3 – Athena Gold Corporation (OTCQB: AHNR) (CSE: ATHA)

(“Athena” or the “Company”) is pleased to announce the appointment of George Mannard to

the technical advisory committee.

George Mannard, P.Geo is a geologist with a stellar exploration record. George was credited

with the Louvicourt base metal discovery in Val d'Or, Quebec as Senior Project Geologist for Aur

Resources in 1989. He co-founded what is now Wesdome Gold Mines in 1994 with Conrad

Hache and Murray Pollitt where he helped develop the Eagle River, Edwards, Mishi and Kiena

gold mines as Vice President Exploration. This work was highlighted by the discovery of the

high-grade Eagle River No. 7 and 300 zones in 2014 and 2015, respectively, and the high-grade

Kiena Deep discovery in 2016. George has over 20 years Board and executive management

experience; is financially literate; maintains Professional Geoscientist status; and is a Fellow of

the Society of Economic Geologists. He graduated from Queen's University (BSc honours, 1982)

and McGill University (MScA, 1984). A long-time resident of Val d'Or, Quebec, George now lives

in Toronto.

“Given George’s storied track record, he will be instrumental in advancing the discovery at

Excelsior Springs in Walker Lane. Athena is bringing George on the team because of his

extensive experience drilling out new discoveries. His skill set is very complimentary to the

already experienced technical team at Athena. We look forward to his contributions as we look

to extend the high-grade oxide gold mineralization along strike and depth. George joins Dave

Beling, P.E. former CEO of Bullfrog Gold on the advisory committee” said John Power President

of Athena Gold.

“Congratulations to Athena on an intriguing new discovery! Although still early days, these

shallow, high-grade results clearly surpass historical indications and merit delineation drilling. I

have not seen near surface, high-grade results like these in some time. Let’s see how big it could

be…”, commented George Mannard.

Athena has granted George an aggregate of 250,000 stock options (the “Options”) of the

Company to purchase 250,000 common shares (the “Option Shares”) in the capital stock of the

Company pursuant to the Company’s equity incentive plan (the “Plan”). The Options, which

vest 50% immediately and vest 50% one year from issuance, are exercisable at an exercise price

of CAD $0.09 per Option Share for a period of five years from the date of grant. The Options are

non-transferable, and the Option Shares issued upon the exercise of the Options will be subject

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to a four-month hold period from the date of grant pursuant to the policies of the Canadian

Securities Exchange.

None of the foregoing securities have been and will not be regi stered under the United States

Securities Act of 1933 , as amended (the “ 1933 Act”) or any applicable state securities laws and

may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons

(as defined in Regulation S under the 1933 Act) or persons in the United States absent registration

or an applicable exemption from such registration requirements. This press release does not

constitute an offer to sell or the solicitation of an offer to buy nor will there be any s ale of the

foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Athena Gold Corporation

Athena is focused on exploring its Excelsior Springs project located 45 miles southwest of

Goldfield in Esmeralda County, Nevada. Athena is currently focused on delineation drilling at its

Excelsior Springs discovery in the Walker Lane trend. The company has drilled three discovery

holes that show two zones of shallow mineralization less than 120 meters deep. The best drill

hole (22-01) to date on the project was drilled during the last program which was 6.05 Au g/t

over 27.4 meters at a 40-meter depth. A second deeper zone yielded 4.49 Au g/t over 7.6

meters. The company is currently organizing a drill program on the property for early spring

2023.

For further information about Athena Gold Corporation and our Excelsior Springs project, please

visit www.athgenagoldcorp.com.

On Behalf of the Board of Directors

John Power

Chief Executive Officer and President

For further information, please contact:

Phone: John Power, 707-291-6198

Email: [email protected]

Jason Libenson

President and CCO

Castlewood Capital Corporation

1(647)-534-9884

Email: [email protected]

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Cautionary Statement to U.S. Investors

This press release references NI 43 -101, which differs from the requirements of U.S. securities

laws. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes

standards for all public disclosure an issuer makes of scientific and technical information

concerning mineral projects.

The United States Securities and Exchange Commission (“SEC”) permits mining companies, in

their filings with the SEC, to disclose only those mineral deposits that a company can legally

extract or produce. Pursuant to SEC Industry Guide 7 u nder the United States Securities Act of

1933, as amended , a “final” or “bankable” feasibility study is required to report reserves.

Currently Athena has not delineated “reserves” on any of its properties. Athena cannot be certain

that any deposits at its properties will ever be confirmed or converted into SEC Industry Guide 7

or any successor rule or regulation compliant “reserves”. Investors are cautioned not to assume

that any part or all of the historic Buster Mine or Western Slope gold zones will ever be confirmed

or converted into reserves or that it can be economically or legally extracted.

The SEC has adopted amendments to its disclosure rules to modernize the mineral property

disclosure requirements for issuers whose securities are registered with the SEC under the United

States Securities Exchange Act of 1934, as amended. These amendments became

effective February 25, 2019, with compliance required for the first fiscal year beginning on or

after January 1, 2021, and historical property disclosure requirements for mining registrants that

were included in SEC Industry Guide 7, which was rescinded from and after such date and

replaced with disclosure requirements known as S-K 1300.

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 fact, included herein including,

without limitation, statements regarding future exploration plans and the completion of a phase 2

drill program at the Project, future results from exploration, and the anticipated business plans

and timing of future activi ties 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 f uture 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, QAQC procedures at the Project were followed, the availability of financing

on suitable terms for the exploration and development of the Company’s projects and the

Company’s ability to comply with environmental, health and safety laws.

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 as a result of various factors, incl uding, operating and

technical difficulties in connection with mineral exploration and development activities, actual

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results of exploration activities, the estimation or realization of mineral reserves and mineral

resources, the inability of the Company t o obtain the necessary financing required to conduct its

business and affairs, as currently contemplated, the timing and amount of estimated future

production, the costs of production, capital expenditures, the costs and timing of the development

of new deposits, requirements for additional capital, future prices of precious metals, changes in

general economic conditions, changes in the financial markets and in the demand and market price

for commodities, lack of investor interest in future financings, accidents, labor disputes and other

risks of the mining industry, delays in obtaining governmental approvals, permits or financing or

in the completion of development or construction activities, risks relating to epidemics or

pandemics such as COVID –19, including the impact of COVID –19 on the Company’s business,

financial condition and results of operations, changes in laws, regulations and policies affecting

mining operations, title disputes, the inability of the Company to obtain any necessary permits,

consents, approvals or authorizations, including of the Canadian Securities Exchange, the timing

and possible outcome of any pending litigation, environmental issues and liabilities, and other

factors and risks that are discussed in the Company’s periodic filings with the SEC and disclosed

in the final long form prospectus of the Company dated August 31, 2021.

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.