(TheNewswire)
VACAVILLE, CA – TheNewswire -S eptember 23, 2022 – Athena Gold Corporation (OTC:AHNR ) (CSE:ATHA) (“ Athena ” orthe “ Company ”) announces the closing of the finaltranche of its previously announced upsized and oversubscribednon-brokered private placement offering (the “ Offering ”) forgross proceeds of CAD $220,816 through the issuance of 2,760,200units of the Company (each, a “ Unit ”) at a priceof CAD $0.08 per Unit. The Company has now issued an aggregate of8,307,700 Units for aggregate gross proceeds of CAD $664,616.
Each Unit consists of one common share in the capitalstock of the Company and one common share purchase warrant (each, a“ Warrant ”), with each Warrant entitling the holder thereof topurchase one common share in the capital stock of the Company at aprice of CAD $0.12 at any time on or before the first business daythat is 24 months from the closing of the Offering. The net proceedsfrom the Offering are expected to be used forfurther project exploration and general working capital. All securities issued in connection with theOffering are subject to resale restriction periods under applicableUnited States securities laws, and any securities issued in Canadaunder the Offering are subject to a four month and one day hold periodin Canada.
In connection with the closing of the Offering, theCompany paid aggregate finder’s fees to Haywood Securities Inc.,Canaccord Genuity Corp. and Castlewood Capital Corporation of $14,748cash and 184,350 broker warrants, each broker warrant exercisable forone common share in the capital stock of the Company on the same termsas the Warrants.
“We are very pleased with the result of theoversubscribed Offering,” commented John Power, President of Athena,“I would like to welcome our new strategic investors andinstitutions as new shareholders of Athena and thank CastlewoodCapital who was instrumental in helping us with theOffering.”
An insider of the Company purchased an aggregate of860,200 Units in the third tranche of the Offering for proceeds of CAD$68,816. This constitutes a related party transaction pursuant toMultilateral Instrument 61-101 Protection of Minority Security Holders in SpecialTransactions (“ MI 61-101 ”). TheCompany relied on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for anexemption from the formal valuation and minority shareholder approvalrequirements, respectively, of MI 61-101, as, neither the fair marketvalue of the subject matter of, nor the fair market value of the Unitspurchased by the insider under the third tranche of the Offeringexceed 25% of the Company’s market capitalization.
None of the foregoing securities have been and will notbe registered under the United States Securities Act of 1933 , as amended (the “ 1933 Act ”) or any applicable statesecurities laws and may not be offered or sold in the United States orto, or for the account or benefit of, U.S. persons (as defined inRegulation S under the 1933 Act) or persons in the United Statesabsent registration or an applicable exemption from such registrationrequirements. This news release does not constitute an offer to sellor the solicitation of an offer to buy nor will there be any sale ofthe foregoing securities in any jurisdiction in which such offer,solicitation or sale would be unlawful.
About Athena Gold Corporation
Athena is focused on exploring its Excelsior Springsproject located 45 miles southwest of Goldfield in Esmeralda County,Nevada, while concurrently pursuing the acquisition of other worthyprecious and base metal properties.
For further information about Athena Gold Corporationand our Excelsior Springs project , please visit www.athgenagoldcorp.com .
On Behalf of the Board ofDirectors
John Power
Chief Executive Officer and President
For further information, pleasecontact:
Phone: John Power, 707-291-6198
Email: info@athenagoldcorp.com
Forward LookingStatements
This press release containsforward-looking statements and forward-looking information(collectively, “forward-looking statements”) within the meaning ofapplicable Canadian and U.S. securities laws. All statements, otherthan statements of historical fact, included herein including, withoutlimitation, statements regarding the intended use of proceeds from theOffering and the anticipated business plans and timing of futureactivities of the Company, are forward-looking statements. Althoughthe Company believes that such statements are reasonable, it can giveno 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 andphrases and similar expressions, which, by their nature, refer tofuture events or results that may, could, would, might or will occuror be taken or achieved. In making the forward-looking statements inthis press release, the Company has applied several materialassumptions, including without limitation, that there will be investorinterest in future financings, market fundamentals will result insustained precious metals demand and prices, the receipt of anynecessary permits, licenses and regulatory approvals in connectionwith the future exploration and development of the Company’sprojects in a timely manner, the availability of financing on suitableterms for the exploration and development of the Company’s projectsand the Company’s ability to comply with environmental, health andsafety laws.
The Company cautions investors thatany forward-looking statements by the Company are not guarantees offuture results or performance, and that actual results may differmaterially from those in forward-looking statements as a result ofvarious factors, including, operating and technical difficulties inconnection with mineral exploration and development activities, actualresults of exploration activities, the estimation or realization ofmineral reserves and mineral resources, the inability of the Companyto obtain the necessary financing required to conduct its business andaffairs, as currently contemplated, the timing and amount of estimatedfuture production, the costs of production, capital expenditures, thecosts and timing of the development of new deposits, requirements foradditional capital, future prices of precious metals, changes ingeneral economic conditions, changes in the financial markets and inthe demand and market price for commodities, lack of investor interestin future financings, accidents, labor disputes and other risks of themining industry, delays in obtaining governmental approvals, permitsor financing or in the completion of development or constructionactivities, risks relating to epidemics or pandemics such asCOVID–19, including the impact of COVID–19 on the Company’sbusiness, financial condition and results of operations, changes inlaws, regulations and policies affecting mining operations, titledisputes, the inability of the Company to obtain any necessarypermits, consents, approvals or authorizations, including of theCanadian Securities Exchange, the timing and possible outcome of anypending litigation, environmental issues and liabilities, and otherfactors and risks that are discussed in the Company’s periodicfilings with the SEC and disclosed in the final long form prospectusof the Company dated August 31, 2021.
Readers are cautioned not to placeundue reliance on forward-looking statements. The Company undertakesno obligation to update any of the forward-looking statements in thispress release or incorporated by reference herein, except as otherwiserequired by law.
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