00:50:28 EDT Sun 19 May 2024
Enter Symbol
or Name
USA
CA



Athena Gold Corp
Symbol ATHA
Shares Issued 167,138,069
Close 2024-01-16 C$ 0.035
Market Cap C$ 5,849,832
Recent Sedar Documents

Athena closes $200K financing, settles $34,278 debt

2024-01-17 15:33 ET - News Release

Mr. John Power reports

ATHENA GOLD CORPORATION CLOSES FULLY SUBSCRIBED NON-BROKERED PRIVATE PLACEMENT AND ISSUES SHARES FOR DEBT

Athena Gold Corp. has closed its previously announced private placement of units.

Pursuant to the private placement the company issued five million units at a price of four cents per unit for gross proceeds of $200,000. Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant is 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 (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.

The proceeds of the private placement 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 Athena's flagship Excelsior Springs property, with any surplus to provide general working capital.

No finder's fees were paid in connection with the private placement.

Insiders of the company purchased an aggregate of 3.75 million units in the private placement for proceeds of $150,000. This constitutes a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. 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 private placement exceed 25 per cent of the company's market capitalization.

All securities issued in connection with the private placement are subject to a four-month-and-one-day hold period in Canada and are subject to applicable United States hold periods.

Shares for debt

The company has settled outstanding debt in the amount of $34,278.20 owing to an arm's-length creditor by issuing 685,564 common shares in the capital of the company at a deemed 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.

The common shares issued pursuant to the debt transaction are 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.

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