Athena Gold Corporation announced a non-brokered private placement of 14,285,715 units at a price of CAD 0.07 per unit for gross proceeds of CAD 1,000,000.05 on April 12, 2023. Each unit consists of one common share and one common share purchase warrant. Each warrant will be exercisable into one common share at a price of CAD 0.10 per warrant for a period of two years from the date of issuance, subject to the following acceleration provision.

In connection with the transaction, the company may pay finder's fees within the maximum amount permitted by the policies of the Canadian Stock Exchange. The closing 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 will be offered pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.

All securities issued will be subject to a hold period which will expire four months and one day from the date of closing. Insiders may participate in the transaction. The company may, subject to approval of the Canadian Securities Exchange, increase the size of the transaction.

The company is expected to close the transaction on or before April 27, 2023. The company announced that it will receive (CAD 1,070,864) $800,000 pursuant to exemption provided under Regulation D.