Athena Gold Announces Up to $2 Million Non-Brokered Private Placement

Athena Gold Announces Up to $2 Million Non-Brokered 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

White Rock, BC — Accesswire — November 17, 2025 — Athena Gold Corporation (CSE: ATHA) (OTCQB: AHNRF) (“Athena” or the “Company”) is pleased to announce a non-brokered private placement for aggregate gross proceeds of up to CDN $2,000,000 (the “Offering”) that will consist of a combination of:

  • CDN $1,500,000 through the issuance of up to 21,428,571 flow-through common shares (the “FT Shares”) at a price of CDN $0.07 per FT Share; and
  • CDN $500,000 through the issuance of up to 8,333,333 non-flow-through units (“NFT Units) at a price of CDN $0.06 per NFT Unit.

Each NFT Unit is comprised of one common non-flow-through common share and one non-flow-through share purchase warrant, with each warrant exercisable for one non-flow-through common share at an exercise price of CDN $0.09 for a term of 24 months after the 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 the 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 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 Athena announcing the Triggering Event.

Each FT Share will qualify as a “flow-through share” of the Company as defined in section 66(15) of the Income Tax Act (Canada) (the “Tax Act”). Proceeds of the FT 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 purchased of the FT Shares 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.

The Offering is scheduled to close in tranches, with the first tranche expected to close by late November and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including approval by the Canadian Securities Exchange.

The Company may pay finders’ fees in connection with the Offering in cash, shares, warrants or a combination thereof. All securities to be issued under the Offering will be subject to a hold period of four months and one day from their date of issuance.

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.

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.

The Company is contemplating a share consolidation to take place after the Offering, and likely immediately prior to its drilling campaign proposed for Q1 2026 (see press release dated November 13, 2025).


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 Laird Lake project is situated in the Red Lake Gold District of Ontario, covering over 7,000 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 Project is located in the prolific Walker Lane Trend in Nevada, where it is currently under an earn-in option with Mammoth Minerals Limited (formerly, Firetail Resources Limited). The Excelsior Springs Project spans over 2,500 hectares and covers at least three historic mines. Athena also holds 100% interest in its Oneman Lake Au-VMS project in Ontario.

For further information about Athena Gold Corporation, please visit www.athenagoldcorp.com.


Contact Information

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 facts, 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.

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.

Athena Discovers New High-Grade Gold Showings and Submits Drill Permits for Laird Lake Project in Ontario’s Red Lake Gold Camp

Athena Discovers New High-Grade Gold Showings and Submits Drill Permits for Laird Lake Project in Ontario’s Red Lake Gold Camp

New Rigby showing returns up to 20.8 g/t Au from surface sampling

WHITE ROCK, BC / ACCESS Newswire / November 13, 2025 / Athena Gold Corporation (CSE:ATHA)(OTCQB:AHNRF) (“Athena” or the “Company”) is pleased to announce final results from its 2025 prospecting program at the flagship Laird Lake gold project, located in Ontario’s world-class Red Lake Gold District. The latest results suggest a potentially significant surface gold discovery at the new Rigby showing, returning up to 20.8 g/t gold along a mineralized structure traced for over 40 meters and open in both directions. The discovery was generated through systematic follow-up of anomalous gold-in-till results reported earlier this year (see press release dated September 4, 2025).

Additional prospecting at the Nemo and Hugo geochemical targets returned anomalous gold in altered and pyrite-mineralized volcanic outcrops and subcrops, confirming widespread potential across the property.

“We are pleased to see our continued exploration efforts at Laird bear fruit, with new high-grade gold occurrences found within only 100m of the road, with prolific headframes in Red Lake in plain sight. The earlier results from the till program have helped guided us here. With a solid mix of geochemical and geophysical targets, we’ve begun discussions with several local drill contractors to prepare for our maiden drill program, expected to take place in early 2026” said Koby Kushner, CEO of Athena.

Zone Total Grab Samples Collected Number of Samples >0.1 g/t Au Number of Samples >1.0 g/t Au Maximum Gold Value (g/t Au)
Bounty 109 15 9 20.8
Nemo 97 6 0 0.853
Hugo 16 2 0 0.112

Table 1: Surface grab samples taken from zones of geochemical anomalism at Laird Lake.


Rigby Discovery

The Rigby showing is a new surface gold discovery identified by following up anomalous gold-in-till results completed earlier this year (see news release dated September 4, 2025). Preliminary field work has successfully traced the mineralization over >40m of strike length and remains open in both directions. A total of 12 samples were collected from the showing over the traced strike length with 8 samples returning >1 g/t Au, 5 samples returning > 10g/t Au, with a maximum value of 20.8 g/t Au. The mineralization is hosted within an approximately 1m-wide, sheared mafic volcanic rock with highly deformed quartz veins. The highest gold values were collected from the quartz-pyrite veins, however the sheared host rock also contained low grade gold values (up to 0.23 g/t Au). Follow up work will consist of tracing the mineralization along strike to determine the full extent of mineralization and potential channel sampling.

Figure 1: Map showing recent sampling locations, including the Rigby discovery, along with geophysical anomalies (G1-G6), regional geology, and interpreted structures.

Discussion on Drill Program

Athena has submitted a permit to drill the Laird Lake project scheduled to begin in Q1 2026. A ~5,000m program will be designed to test a number of highly compelling geophysical and geological targets. Athena has completed an in-depth review of historical data and supplemented with new field observations to reinterpret the controls on mineralization. Athena has identified two main controls on mineralization at Laird Lake referred to as Generation 1 & 2. Generation 1 is dominantly in an east-west orientation and generally observed as a replacement-style mineralization characterized by the presence of pyrite, arsenopyrite and tourmaline. Generation 2 is characterized by a northeast orientation and locally cutting the first generation. Mineralization is largely hosted within quartz-pyrite-chalcopyrite veins and able to return high-grade gold values up to 373 g/t Au (see press release dated December 4, 2024).

The winter drill program will leverage the historical SkyTEM magnetic and electromagnetic (EM) data. This data has been instrumental in mapping out the various structures which to date host all the known gold occurrences. The EM data has outlined a series of conductive bodies (targets G1 – G6) which correspond to a confluence of interpreted structures and represents high priority drill targets. Additionally, these conductive anomalies have the potential to host critical minerals, particularly for copper, nickel and/or platinum group elements. As a result, future analytical results testing these conductors will also assay for these metals in addition to their pathfinders. The geophysical anomalies are being reprocessed to refine the targets prior to drilling.


QA/QC

All collected field samples were flagged with flagging tape and marked with sample ID, and location data was collected with a GPS device. Post-field collection, samples were transported to Agat Labs Thunder Bay for preparation and analysis. All samples were dried to 60°C to reduce loss of volatile mercury and arsenic, passed through a 2mm sieve and split to 250g. Splits were pulverized to 85% passing 75 µm. Subsets of 25g underwent Aqua Regia ICP-OES & MS digestion and analysis. 50g subsets underwent FA – AAS. Overlimit Au samples (>10 g/t) underwent an additional 50g gravimetric analysis by Fire Assay Fusion.

The technical information presented in this news release has been reviewed and approved by Benjamin Kuzmich, P.Geo., Vice President of Exploration for Athena Gold Corporation and the Qualified Person for exploration at the Laird Lake Project, as defined by NI 43-101 “Standards of Disclosure for Mineral Projects”.


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 Laird Lake project is situated in the Red Lake Gold District of Ontario, covering over 7,000 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 project is located in the prolific Walker Lane Trend in Nevada, where it is currently under an earn-in option with Mammoth Minerals Limited (formerly, Firetail Resources Limited). Excelsior Springs spans over 2,500 hectares and covers at least three historic mines. Athena Gold also holds a 100% interest in its Oneman Lake Au-VMS project in Ontario.

For further information about Athena Gold Corporation, 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 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.

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.

SOURCE: Athena Gold Corporation

Major Landholding Increase at Excelsior Gold-Silver Project, Nevada

Major Landholding Increase at Excelsior Gold-Silver Project, Nevada

White Rock, BC – November 11, 2025Athena Gold Corporation (CSE: ATHA | OTCQB: AHNRF) is pleased to announce a significant expansion of its Excelsior Springs Project in Nevada. The company’s partner, Mammoth Minerals Limited (ASX: M79), has increased the project’s landholding by 340%, now totaling 83.6 km² through new strategic claim staking.

Project Highlights

  • Newly staked areas include multiple gold, tungsten, antimony, copper, and silver prospects verified by the US Geological Survey MRDS database.
  • Key historical mines and prospects include:
    • Old Buster Mine – former gold-tungsten-silver producer
    • Kentucky Mine – former gold-silver producer
    • Lidia Queen Mine – former gold-silver-lead producer
    • Mattmueller Mine – antimony occurrence
    • Palmetto Mine – former silver producer
    • Paymaster and Nevada Prospects – gold-silver-copper showings
    • Reliance and Helpmeet Claims – copper-barite occurrences
  • High-resolution LiDAR mapping revealed additional mineralized zones not covered in public records.
  • Magnetics and radiometric survey completed; interpretation is underway to identify the mineralized system associated with a possible Caldera margin.

Strategic Advantage for Athena

Under its joint venture, Mammoth Minerals can earn an 80% interest in the Excelsior Springs Project, carrying Athena through to a definitive feasibility study. Athena retains a 20% free-carried interest and a 1% Net Smelter Return royalty on the newly acquired tenure.

Qualified Person Statement

The technical information in this release has been reviewed by Benjamin Kuzmich, P.Geo., VP Exploration for Athena Gold Corporation, and Qualified Person as per NI 43-101 standards.

About Athena Gold Corporation

Athena Gold Corporation is a North American mineral exploration company focused on discovering and developing precious and base metal assets.

  • Laird Lake Project (Ontario) – 7,000+ hectares in Red Lake District with high-grade gold samples (up to 373 g/t Au).
  • Excelsior Springs Project (Nevada) – Over 2,500 hectares within the prolific Walker Lane Trend.
  • Oneman Lake Project (Ontario) – 100% owned Au-VMS property.

Visit www.athenagoldcorp.com for more information.

Contact Information

Athena Gold Corporation
Koby Kushner, President & CEO
📞 +1 (416) 846-6164 | ✉️ kobykushner@athenagoldcorp.com

Investor Relations – CHF Capital Markets
Cathy Hume, CEO
📞 +1 (416) 868-1079 ext. 251 | ✉️ cathy@chfir.com

Forward-Looking Statement Disclaimer

This news release contains forward-looking statements as defined under applicable Canadian and U.S. securities laws. Actual results may differ materially due to various factors including exploration outcomes, commodity price fluctuations, and regulatory approvals. The Company assumes no obligation to update these statements.