Athena GOLD Corporation Closes Fully Subscribed Non-Brokered Private Placement and Issues Shares FOR Debt
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
ATHENA GOLD CORPORATION CLOSES FULLY SUBSCRIBED NON-BROKERED PRIVATE PLACEMENT
AND ISSUES SHARES FOR DEBT
Vacaville, CA ---- January 17, 2024. Athena Gold Corporation (CSE: ATHA) (OTCQB: AHNR) (“Athena” or
the “Company”) is pleased to announce that it has closed its previously announced private placement of
units (the “Private Placement”).
Pursuant to the Private Placement the Company issued 5,000,000 units (each, a “Unit”) at a price of CAD
$0.04 per Unit for gross proceeds of CAD $200,000. Each Unit consists of one common share in the capital
of the Company (a “Common Share ”) and one common share purchase warrant (a “Warrant”). Each
Warrant is exercisable into one Common Share at a price of CAD $0.05 per Warrant for a period of twelve
months from the date of issuance, subject to the following acceleration provision. If, at any time after the
date that is 4 months and one day after the date of issuance of the Warrant s, the average volume
weighted trading price of the Company’s Common Shares on the Canadian Securities Exchange (or such
other stock exchange on which the Common Shares may be traded from time to time) is at or above CAD
$0.10 per share for a period of 10 consecutive trading days (the “Triggering Event”), the Company 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 o f 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 the Company
announcing the Triggering Event.
The proceeds of the Private Placement will be used to pay current trade payables of the Company,
including audit and legal fees, to fund current exploration work on its Crow Springs Project located in
Esmeralda County of Nevada, and a final payment related to the purchase of two patented clai ms that
comprise part of our flagship Excelsior Springs Property, with any surplus to provide general working
capital.
No finder’s fees were paid in connection with the Private Placement.
Insiders of the Company purchased an aggregate of 3,750,000 Units in the Private Placement for proceeds
of CAD $150,000. This constitutes a related party transaction pursuant to Multilateral Instrument 61-101
- Protection of Minority Security Holders in Special Transactions (“MI 61 -101”). The Company relied on
Sections 5.5(a) and 5.7(1)(a) of MI 61 -101 for an exemption from the formal valuation and minority
shareholder approval requirements, respectively, of MI 61 -101, as, neither the fair market value of the
subject matter of, nor the fair market value of the Units purchased by the insider s under the Private
Placement exceed 25% of the Company’s market capitalization.
All securities issued in connection with the Private Placement are subject to a four month and one day
hold period in Canada and are subject to applicable United States hold periods.
None of the foregoing securities have been and will not be registered 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 sale of the foregoing securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Shares For Debt
The Company has settled outstanding debt in the amount of CAD $34,278.20 (the “Debt”) owing to an
arm’s length creditor by issuing 685,564 common shares in the capital of the Company (the “Common
Shares”) at a deemed price of CAD $0.05 per Common Share (the “Debt Transaction”). The Board of
Directors has determined it is in the best interests of the Company to settle the outstanding Debt by the
issuance of the Common Shares to preserve the Company’s cash for ongoing operations.
The Common Shares issued pursuant to the Debt Transaction are subject to a hold period of four months
and one day from the date of issuance.
The Common Shares issued pursuant to the Debt Transaction have not been and will not be registered
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 (a s 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 sale of the foregoing
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 the Project.
For further information about Athena Gold Corporation and our Excelsior Springs Gold project, please
visit www.athenagoldcorp.com.
On Behalf of the Board of Directors
John C. Power
Chief Executive Officer and President
For further information, please contact:
Phone: John C. Power, 707-291-6198
Email: [email protected]
Jason Libenson
President and CCO
Castlewood Capital Corporation
1(647)-534-9884
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 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 explor ation, 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 co rrect. 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, in cluding 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, 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 Compa ny’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, in cluding, operating and technical difficulties in
connection with mineral exploration and development activities, actual results of exploration activities,
the estimation or realization of mineral reserves and mineral resources, the inability of the Company to
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, ac cidents, 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, cons ents, 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.