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, BRITISH COLUMBIA / ACCESS Newswire / 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.