VACAVILLE, CALIFORNIA / ACCESS Newswire / April 17, 2025 / Athena Gold Corporation (CSE:ATHA)(OTCQB:AHNR) (“Athena” or the “Company”) is pleased to announce plans for its upcoming exploration program at its recently acquired Laird Lake project, located in Ontario’s prolific Red Lake Gold District. The Laird Lake project, spanning 4,158 hectares and covering over 10 km of Balmer-Confederation Assemblage contact, represents an underexplored portion of the camp. The project is road-accessible and lies approximately 10 km west of West Red Lake Gold Mines’ flagship Madsen mine, and 34 km northwest of Kinross Gold’s Great Bear project.
Laird Lake 2025 Field Season:
Starting May 2025, the Company plans to collect approximately 2,000 till samples over its Laird Lake project (Figure 1). The program will range from 100 m x 100 m grid spacing within the Balmer and Confederation assemblages and expand to 200 m x 200 m within the surrounding felsic intrusive bodies.
Figure 1: Map over Laird Lake project, showing proposed till sample locations, key structures, and areas of known mineralization.
With the results from this upcoming program, Athena hopes to outline zones of new mineralization within the Laird Lake project, where recent grab samples returned up to 373 g/t Au (see Athena’s press release dated December 4, 2024). Athena is aiming to use the same sampling methodology used at West Red Lake Gold’s nearby Madsen project, which successfully confirmed existing mineralization and outlined potential new zones (see West Red Lake Gold’s press release dated January 29, 2025). Athena expects to have the final results from the program in mid-summer, which will guide follow-up field work focused on de-risking the Company’s maiden drill program at Laird Lake.
“The proposed till survey is an important de-risking exercise for the Laird Lake project. Our philosophy is never to rush into a drill program; we want to do all our homework first and maximize our chances of knocking it out of the park the first go-around. This will be an extensive, tightly-spaced survey, and we expect supplementing the results with our existing dataset, which includes LiDAR, detailed mapping, magnetics, and EM, will help to better define priority drill targets,” said Koby Kushner, CEO of Athena.
Nevada Update:
The Company recently completed a regional prospecting and mapping program over its 100%-owned Excelsior Springs Au-Ag project in Nevada, where initial results returned surface grab samples up to 6,630 g/t Ag (see press release dated January 23, 2025). All results from the program have since been received and analyzed. The Company is highly encouraged by the regional prospectivity, and on the back of these results, it has mobilized staking activities to expand its land holdings near its Excelsior Springs project. The Company plans to release additional results from the program after staking activities have been completed. The Company has received third-party interest regarding potential joint venture partnerships and earn-in agreements across its Nevada portfolio.
Qualified Person
Technical information in this news release has been reviewed and approved by Benjamin Kuzmich, P.Geo., a geoscientist and qualified person for the purposes of National Instrument 43-101.
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 Excelsior Springs Au-Ag project is located in the prolific Walker Lane Trend in Nevada. Excelsior Springs spans 1,675 ha and covers at least three historic mines along the Palmetto Mountain trend, where the Company is following up on a recent shallow oxide gold discovery, with drill results including 5.35 g/t Au over 33.5 m. Meanwhile, the Company’s new Laird Lake project is situated in the Red Lake Gold District of Ontario, covering 4,158 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.
For further information about Athena Gold Corporation and our Excelsior Springs Gold project, please visit www.athenagoldcorp.com.
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 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 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.
VACAVILLE, CA / April 16, 2025 – Athena Gold Corporation (CSE: ATHA) (OTCQB: AHNR) (“Athena Gold” or the “Company”) is pleased to announce the completion of its redomicile from the State of Delaware to the Province of British Columbia, Canada, by way of a merger into its British Columbia subsidiary, Nova Athena Gold Corp. (“Nova Athena”) under section 275 of the Business Corporations Act (British Columbia), together with concurrent name change, to form the amalgamated corporation which will continue under the name “Athena Gold Corporation” (the “Resulting Issuer”) (the “Redomestication”).
The Redomestication was approved by the holders of the Company’s common shares at its Annual General and Special Meeting (the “Meeting”) held March 27, 2025, by an affirmative vote of approximately 78.75% of the votes cast in respect thereof by shareholders present in person or by proxy at the Meeting.
The Company has set April 24, 2025, as the “Record Date”, subject to approval of the Canadian Securities Exchange. At that time, the Resulting Issuer’s common shares will commence trading on the Canadian Securities Exchange under its new ISIN/CUSIP Number. The new ISIN Number is CA04684R1055 and the new CUSIP Number is 04684R105.
Under the terms of the Agreement and Plan of Merger and Amalgamation dated February 4, 2025, the Company’s shareholders will receive one common share in the capital of Nova Athena for each common share of the Company with the Resulting Issuer retaining its current name, Athena Gold Corporation, and current trading symbol “ATHA” on the Canadian Securities Exchange and on the OTCQB under trading symbol “AHNR”.
As a result of the Redomestication, the Resulting Issuer’s authorized capital consists of an unlimited number of common shares and an unlimited number of preferred shares. Prior to the Redomestication the Company’s authorized capital consisted of (i) 250,000,000 common shares, of which 194,803,633 common shares were issued and outstanding and 30,490,303 common shares were reserved for issuance, consisting of an aggregate of 25,260,303 share purchase warrants and 5,230,000 stock options; and (ii) 5,000,000 preferred shares, of which none were issued. On the Record Date of April 24, 2025, the Resulting Issuer will have 238,668,850 common shares issued and outstanding including 43,865,217 common shares previously issued to acquire the Laird Lake and Oneman Lake gold projects in Ontario and 30,490,303 common shares reserved for issuance, consisting of an aggregate of 25,260,303 share purchase warrants and 5,230,000 stock options. No preferred shares will be issued. The common shares held by Athena Gold in Nova Athena will be cancelled without payment of capital.
The Company’s transfer agent, Endeavor Trust Corporation (“Endeavor”), has mailed out a letter of transmittal (“Letter of Transmittal”) to all registered shareholders of Athena Gold whose common shares are held in the form of physical share certificates. Registered shareholders are required to deposit their original share certificate(s), together with a duly completed Letter of Transmittal, with Endeavor. Once received, Endeavor will deliver shares in the name of the Resulting Issuer to the registered shareholder in accordance with the terms of the Letter of Transmittal. A copy of the Letter of Transmittal will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca or can be obtained by contacting Endeavor. If a shareholder holds their common shares through the Direct Registration System (DRS), no action is required. Shareholders who hold their common shares through an intermediary (i.e., a bank, trust, company, securities broker, trustee, or other) should contact that intermediary for instructions or questions.
Further details regarding the terms and conditions of the Redomestication are set out in the Proxy Statement dated February 4, 2025, which is available on the SEC’s website at www.sec.gov and on SEDAR+ at www.sedarplus.ca. The Redomestication is expected, among other things, to significantly reduce Athena Gold’s regulatory compliance costs, enhance its ability to access the capital markets and increase the number of potential investors.
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 flagship Excelsior Springs Au-Ag project is located in the prolific Walker Lane Trend in Nevada. Excelsior Springs spans 1,675 ha and covers at least three historic mines along the Palmetto Mountain trend, where the Company is following up on a recent shallow oxide gold discovery, with drill results including 5.35 g/t Au over 33.5 m. Meanwhile, the Company’s new Laird Lake project is situated in the Red Lake Gold District of Ontario, covering 4,158 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.
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: kobykushner@athenagoldcorp.com
CHF Capital Markets Cathy Hume, CEO Phone: 416-868-1079 x 251 Email: cathy@chfir.com
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, 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 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 stated.
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOTAUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FORDISSEMINATION IN THE UNITED STATESATHENA GOLD ANNOUNCES $500,000 FLOW-THROUGH PRIVATE PLACEMENT
Vacaville, CA – April 7, 2025 – Athena Gold Corporation (CSE: ATHA) (OTCQB: AHNR) (“Athena Gold” or the “Company”) announces that it intends to complete a non-brokered private placement financing of up to 10,000,000 common shares of the Company issued on a flow-through basis (the “FT Shares”) at a price of CDN $0.05 per FT Share for proceeds of up to CDN $500,000 (the “Offering”). Proceeds of the Offering will be spent on the Company’s Laird Lake and Oneman Lake Projects located in Ontario, Canada.
Each FT Share will be issued as a “flow-through share” of the Company as defined in section 66(15) of the Income Tax Act (Canada) (the “Tax Act”). An amount equal to the gross proceeds from the issuance of the FT Shares will be used to incur, on the Company’s Canadian mineral exploration properties, eligible resource exploration expenses that will qualify as “Canadian exploration expenses” (as defined in the Tax Act), (the “Qualifying Expenditures”). The Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares will be incurred on or before December 31, 2026, and will be renounced by the Company to the purchasers of the initial purchasers of the FT Shares with an effective date no later than December 31, 2025. In the event that the Company is unable to renounce the issue price for the FT Shares on or prior to December 31, 2026, for each FT Share purchased and/or if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will as sole recourse for such failure to renounce, indemnify each FT Share subscriber for the additional taxes payable by such subscriber to the extent permitted by the Tax Act as a result of the Company’s failure to renounce the Qualifying Expenditures as agreed.
The FT Shares will be offered for sale to subscribers in all provinces of Canada pursuant to Section 2.3 of National Instrument 45-106 (the “accredited investor” exemption) and will be subject to a hold period of four months and one day from the date of issuance. Closing of the Offering will be subject to satisfaction of certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including approval by the Canadian Securities Exchange (the “CSE”). The Offering may be completed in one or more tranches on a date or dates to be determined by the Company. While the FT Offering is being affected by the Company on a non-brokered basis, the Company may pay finder’s fees on a portion of the Offering, subject to compliance with the policies of the CSE and applicable securities legislation.
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 from 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.
At its Annual General and Special Meeting held on March 27, 2025 (Refer to press release dated March 28, 2025) stockholders approved the Company’s redomicile from the State of Delaware to British Columbia, Canada and the immediate merger with its British Columbia subsidiary, Nova Athena Gold Corp. Athena Gold will retain its name and continue to have its common shares listed for trading on the CSE under its current trading symbol. The redomicile/merger is expected to complete in April 2025 with the Offering to close immediately following. Subscribers will receive their FT Shares in the capital of the “resulting issuer”. In the highly unlikely event that the redomicile/merger does not complete, the Offering will not close, and all funds will be returned to subscribers.
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 and any applicable securities laws of any state of the United States or an applicable exemption from the registration requirements is available.
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 studies on its projects across North America. Athena Gold’s flagship Excelsior Springs Au- Ag project is located in the prolific Walker Lane Trend in Nevada. Excelsior Springs spans 1,675 ha and covers at least three historic mines along the Palmetto Mountain trend, where the Company is following up on a recent shallow oxide gold discovery, with drill results including 5.35 g/t Au over 33.5 m. Meanwhile, the Company’s new Laird Lake project is situated in the Red Lake Gold District of Ontario, covering 4,158 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.
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
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 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 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.
