Athena Gold Closes First Tranche of Non-Brokered Private Placement and Announces Further Upsize

Rhea-AI Summary

Athena Gold (OTCQB:AHNRF) closed the first tranche of a non-brokered private placement on December 9, 2025, raising CDN $2,727,526.03 in cash. The tranche issued 19,025,729 FT Units, 14,507,144 CMETC FT Shares and 6,337,082 NFT Units. The company expects the NFT component to be oversubscribed by ~CDN $400,000 (up to CDN $900,000), allowing issuance of up to 15,000,000 NFT Units. FT and CMETC FT Shares qualify as Canadian flow-through shares and CMETC FT Shares qualify for the Critical Mineral Exploration Tax Credit. Proceeds will fund exploration at Laird Lake and Oneman Lake, plus G&A and working capital. Finder's fees totalled CDN $133,779.90 plus 1,903,970 finder’s warrants. Closing of a second tranche is expected within days.

Positive

• Proceeds raised: CDN $2,727,526.03 in first tranche
• Potential NFT upsizing by CDN $400,000 to CDN $900,000
• FT and CMETC FT Shares qualify for flow-through and critical mineral tax credits
• Proceeds designated to Laird Lake and Oneman Lake exploration

Negative

• Issued 19,025,729 FT Units in the tranche (dilution risk)
• NFT Units may total up to 15,000,000 if upsized (dilutive potential)
• Finder compensation: CDN $133,779.90 cash and 1,903,970 finder’s warrants
• Warrants: exercise price CDN $0.09, 24 months, subject to acceleration

Key Figures

Offering target CDN $3,100,000 Maximum size of non-brokered private placement

First tranche proceeds CDN $2,727,526.03 Cash raised in first tranche of Offering

FT Units issued 19,025,729 units at CDN $0.07 Flow-through units in first tranche

CMETC FT Shares 14,507,144 shares at CDN $0.07 Critical mineral flow-through common shares

NFT Units issued 6,337,082 units at CDN $0.06 Non-flow-through units in first tranche

Warrant exercise price CDN $0.09 Exercise price for FT, NFT and Finder’s Warrants

Finder's fees cash CDN $133,779.90 Cash finder’s fees on first tranche

Insider NFT Units 83,333 units for CDN $4,999.98 Purchase by President and CEO via wholly owned company

Market Reality Check

$0.0476 Last Close

Volume Volume 33,427 is below the 20-day average of 100,284 (0.33x activity). low

Technical Price $0.055 is trading above the 200-day MA at $0.04 and below the $0.07 52‑week high.

Peers on Argus

AHNRF showed a 15% pre-news gain while peers were mixed: CAMNF up 5.32%, UECXF up 7.68%, SUNPF down 2.3%, and CNRIF/MXROF flat. Moves appear stock-specific rather than a broad sector rotation.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	Private placement closing	Positive	+0.0%	Closed first tranche raising cash via FT, CMETC FT and NFT Units.
Nov 24	Private placement upsize	Positive	+1.2%	Upsized non-brokered financing to CDN $3.1M with revised terms.
Nov 13	Exploration results Ontario	Positive	+10.9%	Reported new high-grade Laird Lake showings and submitted drill permits.
Nov 11	Landholding expansion Nevada	Positive	-9.6%	JV partner expanded Excelsior Springs landholding and option terms detailed.
Nov 10	Exploration results Nevada	Positive	-7.4%	High‑grade silver, gold and base metal assays from Excelsior Springs reported.

Pattern Detected

Positive exploration and financing updates have often seen aligned or modestly positive price reactions, while some strong project news has previously coincided with short-term pullbacks.

Recent Company History

Over the last month, Athena reported multiple exploration and corporate milestones. High‑grade results at Laird Lake and Excelsior Springs on Nov 10–13 coincided with double‑digit moves, including both gains and pullbacks. A private placement upsize on Nov 24 saw a modest 1.16% gain. The current Dec 09 tranche closing, raising CDN $2,727,526.03, follows that financing path, strengthening funding for Laird Lake and Oneman Lake while continuing a mixed but generally responsive trading pattern around news.

Market Pulse Summary

This announcement details closing of a first tranche raising CDN $2,727,526.03 within a larger CDN $3,100,000 non-brokered private placement, including flow-through, CMETC, and non-flow-through units with CDN $0.09 warrants. Proceeds are earmarked for Laird Lake and Oneman Lake exploration plus corporate needs. Historically, Athena has paired financing with high‑grade results and JV progress, but investors should track future tranches, drilling outcomes, and any further equity issuance.

Key Terms

non-brokered private placement financial

"the closing of the first tranche of a non-brokered private placement"

A non-brokered private placement is when a company raises money by selling securities (such as shares or bonds) directly to a small group of chosen investors without using a broker or dealer as a middleman. For investors it matters because it can provide faster, lower-cost access to new investment opportunities but may bring higher risk, less liquidity and potential dilution of existing holdings compared with public offerings.

flow-through shares financial

"Each of the FT and CMETC FT Shares will qualify as "flow-through shares""

Flow-through shares are a special class of stock that lets a company pass eligible tax deductions for activities like resource exploration or development directly to the investor who buys the shares. For investors this can lower taxable income and reduce tax bills, making the investment more tax-efficient and partially offsetting higher risk—think of it as getting a tax rebate that helps pay for a riskier bet on future resource discoveries.

warrant financial

"one-half of a non-flow-through share purchase warrant (a "FT Warrant")"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

Critical Mineral Exploration Tax Credit financial

"The CMETC FT Shares will also qualify for the Canadian government's Critical Mineral Exploration Tax Credit."

A critical mineral exploration tax credit is a government incentive that reduces the taxes a mining or exploration company owes when it spends money looking for minerals deemed essential for modern technologies, like batteries or electronics. For investors, it acts like a temporary booster that lowers project costs and risk—similar to getting a partial rebate on research expenses—making early-stage mineral projects more financially attractive and speeding up the path to potential returns.

Canadian Exploration Expenses financial

"that will qualify as "Canadian Exploration Expenses" and "flow-through critical mineral"

Canadian exploration expenses are costs incurred to look for and evaluate mineral resources in Canada that Canadian tax rules allow to be claimed as deductible exploration spending. Investors care because these expenses can be flowed through as tax benefits or deductions, lowering taxable income for eligible shareholders and effectively acting like a tax rebate that can improve after‑tax returns and reduce a mining company's net capital needs — similar to getting a future tax coupon for money spent today.

related party transaction regulatory

"This constitutes a related party transaction pursuant to Multilateral Instrument 61-101"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

Multilateral Instrument 61-101 regulatory

"pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

United States Securities Act of 1933 regulatory

"registered under the United States Securities Act of 1933, as amended (the "1933 Act")"

A federal law that requires companies to provide clear, written information when they sell stocks, bonds or other investment securities to the public, and that outlaws misleading claims or fraud in those offerings. It matters to investors because it forces sellers to lay out the key facts — like a detailed menu for an unfamiliar restaurant — so buyers can compare options, understand risks, and rely on a legal framework if important information is omitted or deceptive.

AI-generated analysis. Not financial advice.

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 / ACCESS Newswire / 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 NFT Units for a total of up to 15,000,000 NFT Units from the 8,333,333 NFT 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 after 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 the 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 Triggering 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 from 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 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.

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 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: 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

View the original press release on ACCESS Newswire

FAQ

How much did Athena Gold (AHNRF) raise in the first tranche on December 9, 2025?

Athena Gold raised CDN $2,727,526.03 in the first tranche.

What securities were issued in Athena Gold's (AHNRF) first tranche private placement?

The company issued 19,025,729 FT Units, 14,507,144 CMETC FT Shares and 6,337,082 NFT Units.

What is the planned upsizing for Athena Gold's (AHNRF) NFT Units and how many could be issued?

NFT Units are expected to be oversubscribed by ~CDN $400,000, allowing up to 15,000,000 NFT Units total.

How will Athena Gold (AHNRF) spend the proceeds from the flow-through shares?

Proceeds will be spent on exploration at Laird Lake and Oneman Lake and renounced by December 31, 2025.

What are the warrant terms issued in Athena Gold's (AHNRF) offering?

Warrants are exercisable at CDN $0.09 for 24 months and include an acceleration clause after 4 months and one day.

Were any related-party purchases disclosed for Athena Gold (AHNRF) in this financing?

Yes; the CEO purchased 83,333 NFT Units for CDN $4,999.98, disclosed as a related-party transaction.