Athena GOLD Corporation Announces CAD $1,000,000 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
ATHENA GOLD CORPORATION ANNOUNCES CAD $1,000,000 PRIVATE PLACEMENT
Vacaville, CA ---- October 3, 2024 Athena Gold Corporation (CSE: ATHA) (OTCQB: AHNR) (“Athena” or
the “Company”) is pleased to announce a non-brokered private placement (the “Private Placement”) for
gross proceeds of up to CAD $1,000,000 comprised of 20,000,000 units (each, a “Unit”) at a price of CAD
$0.05 per Unit.
Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one-
half of a common share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable into one
Common Share at a price of CAD $0.12 per Warrant for a period of thirty-six months from the date of
issuance, subject to the following acceleration provision. If, at any time after the date that is four m onths
and one day after the date of issuance of the Warrants, the average volume weighted trading price of the
Company’s Common Shares on the Canadian Securities Exchange is at or above CAD $0.20 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 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 the Company announcing the
Triggering Event.
Insiders are expected to participate in the Private Placement and will be considered 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 fro m 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 Private Placement by insiders will not exceed 25% of the fair market
value of the Company’s market capitalization.
The Units may be offered for sale to prospective investors (i) in all provinces and territories of Canada
pursuant to available prospectus exemptions, (ii) in the United States on a private placement basis
pursuant to available exemptions from the registration requirements under the United States Securities
Act of 1933, as amended, and (iii) such other jurisdictions as may be determined by the Company pursuant
to available prospectus or registration exemptions in accordance with applicable laws.
All securities issued pursuant to the Private Placement will be subject to a statutory hold period of four
months and one day following the date of issuance in accordance with applicable Canadian securities laws.
A finder’s fee may be paid in connection with the Private Placement to eligible arm’s length finders in
accordance with the policies of the Canadian Securities Exchange.
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.
The Private Placement may be completed in one or a number of closings on a date or dates to be
determined by the Company, and is subject to, among other things, the receipt of all necessary approvals,
including from the Canadian Securities Exchange, and the execution of definitive documentation.
Proceeds will be used to fund exploration work on the Company’s Excelsior Springs Project located in
Nevada, and the Laird Lake and Oneman Lake Projects recently acquired in Ontario, Canada, and for
general and administrative expenses, including costs related to its proposed amalgamation and redomicile
from Delaware to British Columbia, Canada, with any surplus to provide general working capital.
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.
About Our Flagship Excelsior Springs Project
The Excelsior Springs Project (the "Project") lies within the prolific Walker Lane tectonic trend, a
large region of northwest-trending, strike-slip fault zones that host a significant number of
precious metal deposits having very strong structural control for mineralization. The Walker
Lane trend is experiencing a major resurgence of intense and successful exploration and
development.
The Project contains numerous prospect pits, trenches, roads, surface sampling sites and 113
drill holes to date within a 300m X 3,000m wide (1,000 foot-wide and 10,000-foot-long east-
west trending zone of shearing and alteration. Underground workings on the two patented
claims within the Project had unverified, historical production of 19,200 oz at 41.1 g/t Au.
Gold mineralization discovered at the Project to date occurs in quartz veins, stock-works, and
silicified zones in hornfels and calc-silicate altered country rock and is generally close to
porphyry dykes. The best grades and thicknesses discovered recently were found in oxidized
and altered sedimentary rock immediately above porphyry dykes intruded along preexisting
east- and east-northeast trending faults. The mineralized stock-work vein zones are shallow and
have a relatively flat plunge, making them potentially amenable to open pit mining methods.
Based on the results of previous drilling programs, the Project has the potential to host one or
more shallow gold deposits amenable to open pit mining, along with deeper, higher grade
feeder zones that may be found and could be mined by underground methods. In the opinion
of management and its consultants, the Project is very promising and further exploration has
the potential to expand the known mineralization and establish additional mineralized zones.
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
President Athena Gold Corporation
For further information, please contact:
Phone: John C. Power, (707) 291-6198
Email: [email protected]
Jason Libenson
President and CCO
Castlewood Capital Corporation, (647)-534-9884
Email: [email protected]
Forward Looking Statements
T
his press release contains forward- looking statements and forward- looking information (collectively,
"forward-looking statements") within the meaning of applicable Canadian and US. securities laws. All
statements, other than statements of historical fact, 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
- l
ooking 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.
T
he 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 risk factors as 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.