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VACAVILLE, CA /ACCESSWIRE/April 14, 2022/ Athena Gold Corporation (OTCQB: AHNR)(CSE: ATHA) (“Athena“or the”Company“) is pleased to announce that it has closed the first tranche of a non-brokered private placement (the “Offer“) of a maximum of 6,250,000 units of the Company (each, a “Unity“) at a price of CA$0.08 per Unit for gross proceeds of up to CA$500,000. Each Unit consists of one common share in the capital stock of the Company and one common share purchase warrant , each warrant entitling its holder to purchase one common share of the capital stock of the Company at a price of C$0.15 at any time no later than the first business day falling 36 months after the date of issue .
In connection with the closing of the first tranche of the offering, the Company issued 2,181,250 Units for aggregate gross proceeds of C$174,500. The Company paid finder’s fees on a portion of the first tranche of the Offering consisting of 7% cash and 7% broker warrants, each warrant entitling its holder to purchase one share ordinary share capital of the Company at a price of CDN$0.15 at any time no later than the first business day falling 24 months after the date of issue.
An insider of the Company purchased a total of 1,181,250 Units in the first tranche of the Offering for proceeds of C$94,500. This constitutes a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101”). The Company relied on sections 5.5(a) and 5.7(1)(a) of NI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, of NI 61-101 , as neither the fair market value of the object nor the fair market value of the units purchased by the insider under the first tranche of the placement exceeds 25% of the market capitalization of the Company.
The net proceeds of the offering are expected to be used for property exploration and general working capital. All securities issued under the Offering will be subject to a four month and one day hold period in Canada and are subject to applicable United States hold periods.
None of the aforementioned titles have been and will be registered in the United States Securities Act of 1933, as amended (the “1933 Act”) or any applicable state securities law and may not be offered or sold in the United States or to, or for the account or benefit of, United States Persons (as defined in Regulation S of the 1933 Act) or persons in the United States who are not registered or do not have 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 and there will be no sale of the aforementioned securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Athena Gold Corporation
Athena is engaged in mining exploration and acquisition of mining assets. Its objective is to locate and develop economic precious and base metal properties and to conduct its exploration program at the Excelsior Springs Project, located in Esmeralda County, Nevada, approximately 45 miles southwest of Goldfield, Nevada.
For more information on Athena Gold Corporation and our Excelsior Springs Gold project, please visit www.athenagoldcorp.com.
On behalf of the Board of Directors
CEO and President
Phone: John Power, 707-291-6198
E-mail: [email protected]
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and United States securities laws. All statements, other than statements of historical facts, included herein, including, without limitation, statements regarding the completion of the Offer, the intended use of the proceeds of the Offer, future results exploration, as well as anticipated business plans and timing of future activities of the Company Offering, are forward-looking statements. Although the Company believes these statements to be reasonable, it cannot guarantee that these expectations will prove to be correct. Forward-looking statements are generally identified by words such as: “believes”, “will”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may” , “should”, “potential”, “expected”, or variations of these words and similar phrases and expressions, which by their nature refer to future events or results that may, might, might or will occur or be made or achieved. In making the forward-looking statements contained in this press release, the Company has applied several important assumptions, including, without limitation, that there will be investor interest in future financings, that market fundamentals will result in sustained demand and prices for precious metals, the receipt of all necessary permits, licenses and regulatory approvals in connection with the future exploration and development of the Company’s projects in a timely manner, the availability of financing ent on terms appropriate for the exploration and development of the Company’s projects and the Company’s ability to comply with environmental, health and safety laws.
The Company cautions investors that the Company’s forward-looking statements are not guarantees of future results or performance, and that actual results may differ materially from those in the forward-looking statements due to a variety of factors, including operating difficulties and techniques in connection with mining exploration and development activities, the actual results of exploration activities, the estimation or realization of mineral reserves and mineral resources, the inability of the Company to obtain the necessary financing to carry out its activities and affairs, as currently contemplated, the timing and amount of estimated future production, production costs, capital expenditures, costs and timing of developing new fields, capital requirements additional information, future prices of precious metals, changes in general economic conditions es, changes in financial markets and in market demand and prices for commodities, lack of investor interest in future financing, accidents, labor disputes and other risks of the mining industry, delays in obtaining government approvals, permits or funding or in carrying out development or construction activities, risks relating to epidemics or pandemics such as COVID-19, including the impact of COVID-19 on the business , the Company’s financial condition and results of operations, changes in laws, regulations and policies affecting mining operations, title disputes, the Company’s failure to obtain necessary permits, consents, approvals or authorizations , including the Canadian Securities Exchange, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and other factors and risks that are discussed in the Company’s periodic filings with the SEC and disclosed in the Company’s final long form prospectus dated August 31, 2021.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any forward-looking statements contained in this press release or incorporated by reference herein, except as otherwise required by law.
THE SOURCE: Athena Gold Corporation
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