Athena Gold Corporation (CSE:ATHA) (OTCQB:AHNR) (‘Athena Gold’ or the ‘Company’) is pleased to announce that due to strong demand, the Company has increased the size of the non-brokered flow-through private placement previously announced on April 7, 2025, from $500,000 to $700,000 (the ‘FT Offering’). The FT Offering, as amended, will now consist of up to 14,000,000 flow-through common shares (the ‘FT Shares’) (increased from 10,000,000 FT Shares) at a price of $0.05 per FT Share. All other terms of the FT Offering remain unchanged.

Non-Flow-Through Unit Private Placement

The Company further announces a non-brokered private placement for gross proceeds of up to $200,000 comprised of up to 4,000,000 units (each, a ‘Unit’) at a price of $0.05 per Unit (the ‘NFT Offering’).

Each Unit consists of one non-flow-through common share in the capital of the Company (a ‘NFT Common Share’) and one-half of a common share purchase warrant (a ‘Warrant’). Each whole Warrant is exercisable into one NFT Common Share at a price of $0.12 per Warrant for a period of thirty-six months from the date of issuance, subject to the following acceleration provision. If, at any time after the date that is 4 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 is at or above $0.20 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 ten 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 securities to be issued under the NFT Offering will be offered pursuant to Section 2.3 of National Instrument 45-106 (the ‘accredited investor’ exemption). All securities issued in connection with the NFT Offering will be subject to a hold period which will expire four months and one day from the date of closing of the NFT Offering.

A finder’s fee may be paid in connection with the NFT Offering to eligible arm’s length finders in accordance with CSE policies and applicable securities laws. The NFT Offering is subject to several conditions, including receipt of all necessary corporate and regulatory approvals, including that of the Board and the Canadian Securities Exchange (‘CSE’).

Insiders may participate in the NFT Offering and will be considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (‘MI 61-101’). 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 NFT Offering by insiders will not exceed 25% of the fair market value of the Company’s market capitalization.

Proceeds of the NFT Offering will be used to fund exploration work on the Company’s various properties.

None of the foregoing securities have been or will be registered under the United States Securities Act of 1933, as amended (the ‘1933 Act’) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Athena Gold Corporation

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 Excelsior Springs Au-Ag project is located in the prolific Walker Lane Trend in Nevada. Excelsior Springs spans 1,675 ha and covers at least three historic mines along the Palmetto Mountain trend, where the Company is following up on a recent shallow oxide gold discovery, with drill results including 5.35 g/t Au over 33.5 m. Meanwhile, the Company’s new Laird Lake project is situated in the Red Lake Gold District of Ontario, covering 4,158 hectares along more than 10 km of the Balmer-Confederation Assemblage contact, where recent surface sampling results returned up to 373 g/t 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.

For further information about Athena Gold Corporation and our Excelsior Springs Gold project, please visit www.athenagoldcorp.com.

On Behalf of the Board of Directors

Koby Kushner

President and Chief Executive Officer, Athena Gold Corporation

For further information, please contact:

Athena Gold Corporation

Koby Kushner, President and Chief Executive Officer

Phone: 416-846-6164

Email: kobykushner@athenagoldcorp.com

CHF Capital Markets

Cathy Hume, CEO

Phone: 416-868-1079 x 251

Email: cathy@chfir.com

Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information (collectively, ‘forward-looking statements’) within the meaning of applicable Canadian and US. securities laws. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding future exploration plans, future results from exploration, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: ‘believes’, ‘will’, ‘expects’, ‘anticipates’, ‘intends’, ‘estimates’, ”plans’, ‘may’, ‘should’, ”potential’, ‘scheduled’, or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this press release, the Company has applied several material assumptions, including without limitation, that there will be investor interest in future financings, market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration and development of the Company’s projects in a timely manner.

The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various risk factors as disclosed in the final long form prospectus of the Company dated August 31, 2021.

Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements in this press release or incorporated by reference herein, except as otherwise stated.

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Click here to connect with Athena Gold Corporation (CSE:ATHA)(OTCQB:AHNR) to receive an Investor Presentation

John Feneck, portfolio manager and consultant at Feneck Consulting, outlines his updated outlook for gold as the yellow metal continues to reach new highs.

He also discusses seven gold and ‘special situations’ companies that are on his radar.

Securities Disclosure: I, Charlotte McLeod, hold no direct investment interest in any company mentioned in this article.

News Provided by TheNewsWire via QuoteMedia

Jindalee Lithium (JLL:AU) has announced McDermitt Project Fast-Tracked Under U.S. FAST-41 Initiative

Download the PDF here.

Finlay Minerals Ltd.( TSXV: FYL) (OTCQB: FYMNF) (‘Finlay’ or the ‘Company’) announces that the Company has entered into two definitive earn-in agreements (the ‘Earn-In Agreements’) with Freeport-McMoRan Mineral Properties Canada Inc. (‘Freeport’), a wholly owned subsidiary of Freeport-McMoRan Inc. (NYSE: FCX), pursuant to which it has granted Freeport separate options to earn an 80% interest in its PIL and ATTY Properties (the ‘Properties’) in the Toodoggone District of northern British Columbia.

Highlights

• Freeport may earn 80% of the PIL and ATTY Projects by expending $35 million in Exploration Expenditures and making Cash Payments of $4.1 million – (Refer to Table 1 below for further details);
• Finlay will act as the Operator during the Earn-In period; and
• Exploration Program planning is underway and will be announced shortly.

The earn-in in respect of each of the Properties may be exercised separately. Following the completion of the earn-in on either of the Properties, Freeport and Finlay will respectively hold interests of 80% and 20% in such Property, and a joint venture will be formed for further exploration and development. In the event that a party does not fund their portion of further joint venture programs, their interests in the joint venture will dilute. Any party that dilutes to below a 10% interest in the joint venture will exchange its joint venture interest for a net smelter returns (‘NSR‘) royalty of 1% on the applicable Property, which is subject to a 0.5% buyback for USD $2,000,000.

The earn-in requirements can be accelerated by Freeport at its discretion. During the earn-in period, Finlay will be the Operator on the Properties, collecting an operator’s fee, under the direction of a technical committee that will approve work programs and budgets during the earn-in period.

The PIL & ATTY Properties are each subject to a 3.0% NSR royalty held by Electrum Resource Corporation (‘Electrum’), a private company, the outstanding voting shares of which are held by Company directors: John A. Barakso and Ilona B. Lindsay. The Company has a current right to buy back ½ of the royalty (1.5%) on each property for an aggregate payment of $2,000,000 and $1,500,000 respectively. Finlay and Electrum have agreed that upon the exercise of the earn-in in respect of each Property by Freeport, the buy-back right will be amended to provide for a 2.0% buyback for each Property, in consideration for an increased buy-back payment to be sole-funded by Freeport without joint venture dilution to Finlay, and will be divided equally between Finlay and Electrum.

Freeport-McMoRan (FCX) is a leading international metals company focused on copper, with major operations in the Americas and Indonesia and significant reserves of copper, gold, and molybdenum.

The Earn-In Agreements were executed and delivered on April 17, 2025 and are subject to approval of the TSX Venture Exchange. Finlay and Freeport are arms-length parties and no finders’ fees were incurred with these transactions.

About the PIL Property:

The 100% owned PIL Property covers 13,374 hectares of highly prospective ground in the prolific Toodoggone mining district of north-central British Columbia. The core PIL claims were staked over 30 years ago by the founders of the Company. Over the decades, numerous Cu-Au-Mo porphyry and porphyry-related Au-Ag epithermal targets have been identified at PIL. The identified targets are central to a broader 70 km porphyry corridor trend, which includes: Centerra Gold’s past producing Kemess South Cu-Au porphyry mine and Kemess Underground Cu-Au-Ag porphyry resource, Thesis Gold’s Lawyers-Ranch Au-Ag epithermal resource, and the newly discovered Amarc Resources and Freeport AuRORA Cu-Au-Ag porphyry. Readers are cautioned that mineralization on the foregoing regional properties is not necessarily indicative of mineralization on the PIL Property. The PIL Property is road accessible and permitted for the 2025 season. (Refer to Figure 2 Map.)

About the ATTY Property:

The 100% owned ATTY Property covers 3,875 hectares in the prolific Toodoggone mining district of north-central British Columbia. The ATTY Property adjoins Centerra Gold’s Kemess Project and Amarc Resources and Freeport’s JOY property. Several epithermal-style Ag ± Au ± Cu ± base-metal veins are exposed on the ATTY Property, and geochemical and geophysical work have outlined at least two promising porphyry targets, including the drill-ready KEM Target. The ATTY Property is road accessible and permitted for the 2025 season.

Qualified Person:

Wade Barnes, P. Geo. and Vice President, Exploration for Finlay and a qualified person as defined by National Instrument 43-101, has reviewed and approved the technical content of this news release.

About Finlay Minerals Ltd.

Finlay is a TSXV company focused on exploration for base and precious metal deposits with four 100% owned properties in northern British Columbia: the PIL and ATTY properties in the Toodoggone, the Silver Hope Cu-Ag Property (21,322 ha) and the SAY Cu-Ag Property (15,246 ha).

Finlay Minerals is advancing the PIL, ATTY, SAY and Silver Hope Properties that host copper-gold porphyry and gold-silver epithermal targets within different porphyry districts of northern and central BC. Each property is located in areas of recent development and porphyry discoveries with the advantage of hosting the potential for new discoveries.

Finlay trades under the symbol ‘FYL’ on the TSXV and under the symbol ‘FYMNF’ on the OTCQB. For further information and details, please visit the Company’s website at www.finlayminerals.com

On behalf of the Board of Directors,
Robert F. Brown
President, CEO & Director

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information: This news release includes certain ‘forward-looking information’ and ‘forward-looking statements’ (collectively, ‘forward-looking statements’) within the meaning of applicable Canadian securities legislation. All statements in this news release that address events or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, although not always, identified by words such as ‘expect’, ‘plan’, ‘anticipate’, ‘project’, ‘target’, ‘potential’, ‘schedule’, ‘forecast’, ‘budget’, ‘estimate’, ‘intend’ or ‘believe’ and similar expressions or their negative connotations, or that events or conditions ‘will’, ‘would’, ‘may’, ‘could’, ‘should’ or ‘might’ occur. All such forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements in this news release include statements regarding, among others, the exploration plans for the Properties and the potential exercise of Freeport’s option to acquire an interest in the Properties. Although Finlay believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploration successes, and continued availability of capital and financing and general economic, market or business conditions. These forward-looking statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions, the timing and receipt of regulatory and governmental approvals, the ability of Finlay and other parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for Finlay’s proposed transactions and programs on reasonable terms, and the ability of third-party service providers to deliver services in a timely manner. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements, and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein. Finlay does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future or otherwise, except as required by applicable law.

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