Athena GOLD Closes First Tranche of Non-Brokered Private Placement and Announces Further Upsize
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 CLOSES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT AND ANNOUNCES
FURTHER UPSIZE
White Rock, BC --- Accesswire --- December 9, 2025 --- Athena Gold Corporation (CSE: ATHA) (OTCQB:
AHNRF) (“Athena Gold” or the “Company”) is pleased to announce the closing of the first tranche of a non -
brokered private placement previously announced on November 14, 2025, as amended November 24, 2025, to
raise up to CDN $3,100,000 (the “Offering”). An aggregate of CDN $ 2,727,526.03 has been raised in the first
tranche consisting of the following:
• CDN $1,331,801.03 through the issuance of 19,025,729 flow-through units (the “ FT Units”) at a price
of CDN $0.07 per FT Unit;
• CDN $1,015,500.08 through the issuance of 14,507,144 flow-through common shares (the “CMETC FT
Shares) at a price of CDN $0.07 per CMETC FT Share; and
• CDN $380,224.92 through the issuance of 6,337,082 non-flow-through unit (the “NFT Units”) at a price
of CDN $0.06 per NFT Unit.
Due to high investor interest the Company expects that the NFT Units will be oversubscribed by approximately
CDN $400,000, increasing from the original CDN $500,000 up to CDN $900,000, with the issuance of up to an
additional 6,666,666 N FT Units for a total of up to 1 5,000,000 NFT Units from the 8,333,333 N FT Units
originally announced . The NFT Units have the same terms as previously announced. Closing of the second
tranche is expected within the next few days.
Each FT Unit is comprised of one flow -through common share (a “FT Share”) and one -half of a non -flow-
through share purchase warrant (a “ FT Warrant”), with each whole FT Warrant exercisable for one non -flow-
through common share at an exercise price of CDN $0.09 for a term of 24 months after closing subject to an
acceleration clause. If, at any time after the date that is 4 months and one day a fter the date of issuance of the
FT Warrants, the average volume weighted trading price of Athena’s common shares on 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 FT Warrants by
giving ten calendar days’ notice to the holders of the FT Warrants, by way of news release, and in such case the
FT 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 NFT Unit is comprised of one non-flow-through common share and one non-flow-through share purchase
warrant (a “NFT Warrant”), with each NFT Warrant exercisable for one non-flow-through common share at an
exercise price of CDN $0.09 for a term of 24 months after 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 t he NFT Warrants, the average
volume weighted trading price of Athena’s common shares on 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 Tri ggering Event, accelerate the expiry date of the NFT Warrants by giving ten calendar days’
notice to the holders of the NFT Warrants, by way of news release, and in such case the NFT 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 of the FT and CMETC FT Shares will qualify as “flow-through shares” of the Company as defined in section
66(15) of the Income Tax Act (Canada). The CMETC FT Shares will also qualify for the Canadian government’s
Critical Mineral Exploration Tax Credit . Proceeds of the FT and CMETC 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 purchasers 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.
In connection with the closing of the first tranche , the Company paid aggregate finder’s fees totaling CDN
$133,779.90 in cash and 1,903,970 in non -transferable finder's warrants (the "Finder's Warrants"). Each
Finder's Warrant entitles the holder thereof to acquire one common share of the Company for a period of
twenty-four months from the date of issuance at an exercise price of CDN $0.09.
One insider, Koby Kushner, President and CEO of the Company, purchased 83,333 NFT Units in the first tranche
through a wholly owned company, for proceeds of CDN $4,999.98. 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 fro m 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 insiders under
the Offering exceed 25% of the Company’s market capitalization.
All securities issued in connection with the Offering are subject to a four -month and one-day hold period.
None of the foregoing securities have been or will 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 accou nt 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.
About Athena Gold Corporation
Athena Gold 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 stu dies on its projects across North America. Athena Gold’s Laird Lake
project is situated in the Red Lake Gold District of Ontario, covering over 4,000 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 Au-Ag project
is located in the prolific Walker Lane Trend in Nevada, where it us currently under option by Firetail Resources
Limited. Excelsior Springs spans over 1,500 hectares and covers at least three historic mines.
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
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 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 -looking statements. Although the
Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correc t.
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 achieve d. 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 p recious
metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the futu re
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.