Mr. Koby Kushner reports

ATHENA GOLD CLOSES SECOND TRANCHE OF NON-BROKERED PRIVATE PLACEMENT AND INCREASES OFFERING DUE TO STRONG DEMAND

Further to the news releases of Nov. 17, Nov. 24 and Dec. 9, 2025, Athena Gold Corp. has closed the second tranche of its private placement financing and has received proceeds of $270,499.98 through the issuance of 150,000 flow-through units at seven cents per FT unit and 4,333,333 non-flow-through units at six cents per NFT unit. An aggregate of $2,727,526.03 was raised in the first tranche of the offering.

Due to increased demand, the company sought and received approval from the Canadian Securities Exchange to an increase in the offering, to include an increase in the number of FT units forming part of the offering, from the original $1.5-million (21,428,571 FT units) up to $2.2-million for an additional 10 million FT units. The total offering consists of up to $4.2-million consisting of: (i) $2.2-million through the issuance of up to 31,428,571 flow-through units at a price of seven cents per FT unit; (ii) $1.1-million through the issuance of up to 15,714,296 flow-through common shares at a price of seven cents per flow-through critical mineral mining expenditures share; and (iii) $900,000 through the issuance of up to 15 million non-flow-through units at a price of six cents per NFT unit. All other terms and conditions remain constant.

Closing of the third tranche is expected to occur by the end of this week.

Each FT unit is composed of 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 notice to the holders of the FT warrants, by way of a 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 is composed of 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 notice to the holders of the NFT warrants, by way of a 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 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.

No finders' fees were paid in connection with the closing of the second tranche, nor did any insiders participate in the second tranche.

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 gold. 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 gold-silver project is located in the prolific Walker Lane trend in Nevada, where it us currently under option by Firetail Resources Ltd. Excelsior Springs spans over 1,500 hectares and covers at least three historic mines.

We seek Safe Harbor.