Mr. Koby Kushner reports

ATHENA GOLD CLOSES PRIVATE PLACEMENT

Athena Gold Corp. has closed a non-brokered private placement previously announced on April 21, 2025. The company has issued 3,322,000 units at a price of five cents per unit for gross proceeds of $166,100. Each unit consists of one common share in the capital of the company and one-half of a common share purchase warrant. Each whole warrant is exercisable into one common share at a price of 12 cents per warrant for a period of 36 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 20 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.

Proceeds of the offering will be used to finance exploration work on the company's various properties and for general working capital purposes.

No finders' fees were paid in connection with the closing of the offering.

One insider, Koby Kushner, president and chief executive officer of the company, purchased 1.44 million units in the offering for proceeds of $72,000. 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 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 gold. This underexplored area is road accessible, located about 10 kilometres west of West Red Lake Gold's Madsen mine and 34 kilometres 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 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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