Mr. John Power reports

ATHENA GOLD CORPORATION ANNOUNCES FULLY SUBSCRIBED CAD $200,000 NON-BROKERED PRIVATE PLACEMENT AND SHARES FOR DEBT TRANSACTION

Athena Gold Corp. has arranged a fully subscribed non-brokered private placement for gross proceeds of up to $200,000 comprising five million units at a price of four cents per unit.

Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will be exercisable into one common share at a price of five cents per warrant for a period of 12 months from the date of issuance, subject to the following acceleration provision. If, at any time after the date that is four months and one day after the date of issuance of the warrants, the average volume-weighted trading price of the company's common shares on the Canadian Securities Exchange (the CSE) (or such other stock exchange on which the common shares may be traded from time to time) is at or above 10 cents per share for a period of 10 consecutive trading days (the triggering event), the company may at any time, after the Triggering event, accelerate the expiry date of the warrants by giving 10 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 the company announcing the triggering event.

Insiders may participate in the private placement and will be considered a related party transaction subject to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the private placement by insiders will not exceed 25 per cent of the fair market value of the company's market capitalization.

A finder's fee, payable in cash, may be paid in connection with the private placement to eligible arm's-length finders in accordance with CSE policies and applicable securities laws. The private placement is subject to several conditions, including receipt of all necessary corporate and regulatory approvals, including that of the board and the Canadian Securities Exchange.

The securities to be issued under the private placement will be offered pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. All securities issued in connection with the private placement will be subject to a hold period which will expire four months and one day from the date of closing of the private placement.

Closing of the private placement is expected to occur on or before Jan. 18, 2024.

Proceeds will be used to pay current trade payables of the company, including audit and legal fees, to finance current exploration work on its Crow Springs project located in Esmeralda county of Nevada, and a final payment related to the purchase of two patented claims that comprise part of its flagship Excelsior Springs property, with any surplus to provide general working capital.

Shares for debt

The company has agreed to settle outstanding debt in the amount of $34,278.20 owing to an arm's-length creditor by issuing an aggregate of 685,564 common shares in the capital of the company at a price of five cents per common share. The board of directors has determined it is in the best interests of the company to settle the outstanding debt by the issuance of the common shares to preserve the company's cash for continuing operations.

Closing of the debt transaction is subject to customary closing conditions, including approval of the Canadian Securities Exchange, and intends to close as soon as practicable. The common shares to be issued pursuant to the debt transaction will be subject to a hold period of four months and one day from the date of issuance.

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.