Introduction to Athena Gold Corporation
Athena Gold Corporation (CSE: ATHA) (OTCQB: AHNR) is a mineral exploration company focused on acquiring and developing precious and base metal properties in North America. The company’s objective is to locate and develop economic properties of merit and conduct additional exploration drilling and studies on its projects.
Private Placement Financing
Athena Gold Corporation announces its intention to complete a non-brokered private placement financing of up to 10,000,000 common shares 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 proceeds from this offering will be used to fund the company’s Laird Lake and Oneman Lake Projects located in Ontario, Canada.
Use of Proceeds
Each FT Share will be issued as a "flow-through share" as defined in section 66(15) of the Income Tax Act (Canada). The company will use an amount equal to the gross proceeds from the issuance of the FT Shares to incur eligible resource exploration expenses that qualify as "Canadian exploration expenses" on its Canadian mineral exploration properties. These expenses will be renounced to the purchasers of the FT Shares with an effective date no later than December 31, 2025.
Offering Details
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 shares will be subject to a hold period of four months and one day from the date of issuance. The closing of the offering is subject to satisfaction of certain conditions, including receipt of all necessary regulatory approvals, including approval by the Canadian Securities Exchange (CSE).
Related Party Transactions
Any participation by insiders in the offering will constitute a related party transaction subject to Multilateral Instrument 61-101. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements, as participation by insiders will not exceed 25% of the fair market value of the company’s market capitalization.
Redomicile and Merger
At its Annual General and Special Meeting held on March 27, 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. The redomicile/merger is expected to be completed in April 2025, with the offering to close immediately following.
About Athena Gold Corporation
Athena Gold is engaged in the business of mineral exploration and the acquisition of mineral property assets. The company’s flagship Excelsior Springs Au-Ag project is located in the prolific Walker Lane Trend in Nevada. Additionally, 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.
Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian and US securities laws. All statements, other than statements of historical fact, included herein 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.
Conclusion
Athena Gold Corporation is moving forward with its private placement financing to fund its projects in Ontario, Canada. With its focus on mineral exploration and acquisition of mineral properties, the company is well-positioned for future growth and development. As the company navigates the complexities of the mining industry, it remains committed to its objectives and is poised to make significant progress in the coming months.
