WHITE ROCK, BRITISH COLUMBIA / ACCESS Newsline / December 15, 2025 / Athena Gold Corporation (CSE:ATHA,OTC:AHNRF)(OTCQB:AHNRF) (“Athena Gold” or the “Company”) is pleased to announce that, further to the press releases dated November 17, 24 and December 9, 2025, the Company has closed the second tranche of its private placement financing (the “Offering”) and received proceeds of CDN$270,499.98 through the issuance of 150,000 flow-through units (the “FT Units”) at CDN$0.07 per FT Unit and 4,333,333 non-flow-through units (the “NFT Units”) at CDN$0.06 per NFT Unit. The first tranche of the offering raised a total of CDN$2,727,526.03.
As a result of increased demand, the Company has sought and received approval from the Canadian Securities Exchange for an increase in the Offering, including an increase in the number of FT Units included in the Offering from the original CDN$1,500,000 (21,428,571 FT Units) to CDN$2,200,000, for an additional 10,000,000 FT Units. The aggregate Offering now consists of up to CDN $4,200,000, consisting of (i) CDN $2,200,000 through the issuance of up to 31,428,571 flow-through units (the “FT Units”) at a price of CDN $0.07 per FT Unit, (ii) CDN $1,100,000 through the issuance of up to 15,714,296 flow-through common shares (the “CMETC FT Shares”) at a price of CDN$0.07 per CMETC FT Share, and (iii) CDN$900,000 through the issuance of up to 15,000,000 non-flow-through units (“NFT Units”) at a price of $CDN$0.06 per NFT Unit. All other conditions remain constant.
The closing of the third tranche is expected to take place at the end of this week.
Each FT Unit consists 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 entire 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 four months and one day after the date of issuance of the FT Warrants, the average volume-weighted trading price of Athena’s common stock 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 expiration date of the FT Warrants by providing ten calendar days. notice to the holders of the FT Warrants, by means of a press release, and in such event 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 consists of one non-flow-through common share and one non-flow-through share purchase warrant (an “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 four months and one day after the date of issuance of the NFT Warrants, the average volume-weighted trading price of Athena’s common stock 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 expiration date of the NFT Warrants by providing ten calendar days. notice to the holders of the NFT Warrants, by means of a press release, and in such event 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). CMETC FT shares are also eligible for the Canadian government’s Critical Mineral Exploration Tax Credit. Proceeds will be devoted to the Company’s Laird Lake and Oneman Lake projects in Ontario, which will qualify as “Canadian exploration expenses” and “flow-critical mineral mining expenses” as those terms are defined in the Income Tax Act (Canada), which will be waived to purchasers with an effective date no later than December 31, 2025.
Proceeds from the sale of the NFT Units will be used for additional exploration work on the Company’s properties and for general, administrative and working capital purposes.
No finder’s fees were paid in connection with the closing of the second tranche, nor did any insiders participate in the second tranche.
All securities issued in connection with the Offering are subject to a retention period of four months and one day.
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 account or benefit of, United States 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 shall not constitute an offer to sell or the solicitation of an offer to buy nor shall 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 mineral exploration and acquisition of mineral properties. The company’s objective is to locate and develop valuable economic precious and base metal properties, and to conduct additional exploration drilling and studies on its projects in North America. Athena Gold’s Laird Lake project is located in Ontario’s Red Lake Gold District and covers more than 4,000 hectares along more than 10 km of the Balmer-Confederation Assemblage contact, where recent surface sampling results reached 373 g/t Au. This underdeveloped area is accessible by road and is located approximately 10 km west of West Red Lake Gold’s Madsen mine and 34 km northwest of Kinross Gold’s Great Bear project. Meanwhile, the Excelsior Springs Au-Ag project is located in Nevada’s prolific Walker Lane Trend, where it is currently under option from Firetail Resources Limited. Excelsior Springs covers more than 1,500 acres and includes at least three historic mines.
For more 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 CEO of Athena Gold Corporation
For more 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 applicable Canadian and U.S. meanings. securities laws. All statements, other than statements of historical fact, contained herein, including but not limited to statements regarding future exploration plans, future results of exploration and the Company’s expected business plans and timing of future activities, are forward-looking statements. Although the Company believes such statements to be reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are generally identified by words such as: “believes,” “will,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “may,” “should,” “potential,” “planned,” or variations of such words and phrases and similar expressions, which by their nature refer to future events or results that may, could, might, could or will occur or be taken or achieved. In making the forward-looking statements in this press release, the Company has applied various material assumptions, including, but not limited to, that there will be investor interest in future financings, that market fundamentals will result in continued demand for and prices of precious metals, and that all necessary permits, licenses and regulatory approvals will be obtained in a timely manner in connection with the future exploration and development of the Company’s projects.
The Company cautions investors that forward-looking statements made by the Company are not guarantees of future results or performance and actual results may differ materially from those in any forward-looking statements.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update the forward-looking statements contained in this press release or incorporated by reference herein, unless otherwise stated.
Neither the Canadian Securities Exchange nor its regulatory services provider accepts responsibility for the adequacy or accuracy of this press release.
SOURCE: Athene Gold Corp
View the original press release on ACCESS Newswire
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