Mr. John Power reports

ATHENA GOLD ANNOUNCES SHAREHOLDER APPROVAL OF AMALGAMATION AND APPOINTMENT OF NEW MANAGEMENT

Athena Gold Corp. has released the results from its annual general and special meeting of stockholders held on Thursday, March 27, 2025. Stockholders holding a total of 153,401,821 common shares were represented in person or by proxy at the meeting, representing 78.75 per cent of the vote attached to all outstanding common shares of the company as of the record date. Stockholders voted in favour of all the matters submitted before the meeting as set out in the proxy statement dated Feb. 4, 2025, including:

• The redomestication of the company from the State of Delaware to the Province of British Columbia, Canada, by merger into its British Columbia subsidiary, Nova Athena Gold Corp.;
• The election of the following as directors until the next annual stockholder meeting of the company: David Goodman, Koby Kushner, John C. Power, John E. Hiner and Brian Power;
• The appointment of Davidson & Co. LLP as the company's auditor for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditor;
• The approval, on an advisory, non-binding basis, of the compensation of the company's named executive officers;
• The approval, on an advisory, non-binding basis, establishing the frequency of shareholders voting on the compensation of named executive officers to be every two years.

Subsequent to the meeting, the board appointed Mr. Goodman as chairman of the board, Mr. Kushner as president and chief executive officer, Ty Minnick as chief financial officer and John Power as corporate secretary. Mr. Hiner (chair), John Power and Brian Power were appointed as members of the audit committee.

Subject to receipt of the necessary consents and regulatory approvals and in compliance with all applicable legal requirements, Athena Gold will redomicile from the State of Delaware to the Province of British Columbia and amalgamate under Section 275 of the Business Corporations Act (British Columbia) with its British Columbia subsidiary, Nova Athena Gold. Under the terms of the agreement and plan of merger and amalgamation dated Feb. 4, 2025, Athena Gold's stockholders will receive one common share in the capital of Nova Athena for each common share of Athena Gold, with the resulting issuer retaining its current name, Athena Gold, and its current trading symbol, ATHA, on the Canadian Securities Exchange. The company expects to complete the transaction in early April, 2025.

Further details regarding the terms and conditions of the transaction are set out in the proxy statement dated Feb. 4, 2025, which is available on the U.S. Securities and Exchange Commission's website and on SEDAR+. The merger is expected, among other things, to significantly reduce Athena Gold's regulatory compliance costs, enhance its ability to access the capital markets and increase the number of potential investors. Completing the redomicile to British Columbia is also expected to reduce certain U.S. resale restrictions on common shares previously issued by Athena Gold in private placement transactions.

About Athena Gold Corp.

Athena is engaged in the business of mineral exploration and the acquisition of mineral property assets. Its objective is to locate and develop economic precious metal and base metal properties of merit and to conduct additional exploration drilling and studies on its projects across North America. Athena's flagship Excelsior Springs gold-silver project is located in the prolific Walker Lane trend in Nevada. Excelsior Springs spans 1,675 hectares 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 grams per tonne gold over 33.5 metres. 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 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.

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