Mr. John Power reports

ATHENA GOLD CORPORATION WELCOMES ERIC SPROTT AS A SHAREHOLDER AND CLOSES THE ACQUISITION OF 10 MILLION SHARES IN NUBIAN RESOURCES LTD.

Athena Gold Corp. has closed its previously announced acquisition of 10 million common shares in the capital of Nubian Resources Ltd., a company listed on the TSX Venture Exchange, from 2176423 Ontario Ltd. (the vendor), a private company controlled by Eric Sprott.

The acquisition was made pursuant to a share purchase agreement between Athena and the vendor dated Dec. 22, 2023, pursuant to which Athena acquired 10 million common shares from the vendor for consideration consisting of the issuance of 16,546,669 common shares in the capital of Athena.

The 10 million common shares acquired represent approximately 15.79 per cent of the outstanding shares of Nubian on a non-diluted basis. The shares are free trading and represent the largest single ownership block of Nubian Resources.

"We are pleased to welcome legendary investor Eric Sprott as a shareholder of Athena," said Mr. Power, chief executive officer of Athena Gold. "Two thousand twenty-four will be a pivotal year for Athena as we advance our flagship Excelsior Springs gold project, with its shallow high-grade gold discovery, and our porphyry copper-molybdenum targets at Crow Springs, where an IP [induced polarization] survey is scheduled to start this week," added Mr. Power.

Nubian owns 55 million shares of Athena and a royalty interest in its flagship Excelsior Springs project. Per the acquisition agreement with Nubian to acquire Excelsior Springs in December, 2021, Nubian was obligated to distribute 50 million shares of Athena pro rata to the Nubian shareholders and has failed to do so. Athena strongly supports the share distribution as required under the 2021 agreement and subsequently approved by Nubian shareholders in 2022. Athena has already made written demand on the Nubian board of directors to complete the agreed distribution in a timely manner.

The Athena shares are subject to a hold period expiring April 30, 2024.

Early warning disclosure

Athena announces that it has filed an early warning report announcing the acquisition of 10 million common shares in the capital of Nubian Resources, having a deemed price of approximately five cents per share, for a total consideration of approximately $500,000, satisfied by the issuance of 16,546,669 common shares of Athena. Prior to the completion of the acquisition, Athena did not beneficially own or have control or direction over any securities in the capital of Nubian. Upon completion of the acquisition, Athena now beneficially owns 10 million common shares in the capital of Nubian, representing approximately 15.79 per cent of Nubian's issued and outstanding on an undiluted basis. These shares were acquired for investment purposes. Athena has a long-term view of the investment and may acquire additional securities of Nubian either on the open market or through private acquisitions, or sell the shares on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

This news release is being issued pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires Athena to file a report under Nubian's profile on SEDAR+ containing additional information respecting the foregoing matter. A copy of the report will be available under Nubian's profile on SEDAR+ and may also be obtained by contacting Mr. Power, president and CEO, Athena Gold, at 707-291-6198.

About Athena Gold Corp.

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 the project.

We seek Safe Harbor.