Mr. Koby Kushner reports

ATHENA GOLD CLOSES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT AND ANNOUNCES FURTHER UPSIZE

Athena Gold Corp. has closed the first tranche of a non-brokered private placement previously announced on Nov. 14, 2025, as amended Nov. 24, 2025, to raise up to $3.1-million. An aggregate of $2,727,526.03 has been raised in the first tranche consisting of the following:

• $1,331,801.03 through the issuance of 19,025,729 flow-through units (the FT units) at a price of seven cents per FT unit;
• $1,015,500.08 through the issuance of 14,507,144 flow-through common shares (the CMETC FT shares) at a price of seven cents per CMETC FT share;
• $380,224.92 through the issuance of 6,337,082 non-flow-through unit (the NFT units) at a price of six cents per NFT unit.

Due to high investor interest the company expects that the NFT units will be oversubscribed by approximately $400,000, increasing from the original $500,000 up to $900,000, with the issuance of up to an additional 6,666,666 NFT units for a total of up to 15 million NFT units from the 8,333,333 NFT units originally announced. The NFT units have the same terms as previously announced. Closing of the second tranche is expected within the next few days.

Each FT unit comprises one flow-through common share and one-half of a non-flow-through share purchase warrant, with each whole FT warrant exercisable for one non-flow-through common share at an exercise price of nine cents for a term of 24 months after closing subject to an acceleration clause. If, at any time after the date that is four months and one day after the date of issuance of the FT warrants, the average volume weighted trading price of Athena's common shares on the Canadian Securities Exchange is at or above 14 cents per share for a period of 10 consecutive trading days, Athena may at any time, after the triggering event, accelerate the expiry date of the FT warrants by giving 10 calendar days of notice to the holders of the FT warrants, by way of news release, and in such case the FT 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 NFT unit comprises one non-flow-through common share and one non-flow-through share purchase warrant, with each NFT warrant exercisable for one non-flow-through common share at an exercise price of nine cents for a term of 24 months after closing subject to an acceleration clause. If, at any time after the date that is four months and one day after the date of issuance of the NFT warrants, the average volume-weighted trading price of Athena's common shares on the Canadian Securities Exchange is at or above 14 cents per share for a period of 10 consecutive trading days, Athena may at any time, after the triggering event, accelerate the expiry date of the NFT warrants by giving 10 calendar days of notice to the holders of the NFT warrants, by way of news release, and in such case the NFT 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 of the FT and CMETC FT shares will qualify as flow-through shares of the company as defined in Section 66(15) of the Income Tax Act (Canada). The CMETC FT shares will also qualify for the Canadian government's Critical Mineral Exploration Tax Credit. Proceeds of the FT and CMETC 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 purchasers with an effective date no later than Dec. 31, 2025.

The proceeds from the sale of the NFT units will be used for additional exploration work on the company's properties and for general and administrative expenses and working capital purposes.

In connection with the closing of the first tranche, the company paid aggregate finders' fees totalling $133,779.90 in cash and 1,903,970 in non-transferable finders' warrants. Each finder's warrant entitles the holder thereof to acquire one common share of the company for a period of 24 months from the date of issuance at an exercise price of nine cents.

One insider, Koby Kushner, president and chief executive officer of the company, purchased 83,333 NFT units in the first tranche through a wholly owned company, for proceeds of $4,999.98. 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 offering exceed 25 per cent of the company's market capitalization.

All securities issued in connection with the offering are subject to a four-month-and-one-day hold period.

About Athena Gold Corp.

Athena Gold 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 its projects across North America. Athena Gold's Laird Lake project is situated in the Red Lake gold district of Ontario, covering over 4,000 hectares along more than 10 kilometres of the Balmer-Confederation Assemblage contact, where recent surface sampling results returned up to 373 grams per tonne Au. This underexplored area is road-accessible, located about 10 km west of West Red Lake Gold's Madsen mine and 34 km northwest of Kinross Gold's Great Bear project. Meanwhile, its Excelsior Springs Au-Ag project is located in the prolific Walker Lane trend in Nevada, where it is currently under option by Firetail Resources Ltd. Excelsior Springs spans over 1,500 hectares and covers at least three historic mines.

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