UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the ~~Nine~~Three Months ended ~~September~~March 3031, ~~2025~~2026

Commission File No. 000-51808

Athena Gold Corporation

(Name of Registrant)

Suite 204, 1497 Martin St., White Rock, British Columbia, Canada V4B3WB

(Address of principal executive offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Athena Gold Corporation (Registrant) Dated: ~~November~~May 2129, ~~2025~~2026 By: /s/ Koby Kushner Koby Kushner President and CEO

~~ATHENA~~Condensed ~~GOLD~~Interim ~~CORPORATION~~Consolidated Financial Statements

~~CONSOLIDATED~~For ~~INTERIM~~the ~~FINANCIAL~~three ~~STATEMENTS~~months ended

~~FOR~~March ~~THE THREE AND NINE MONTHS ENDED SEPTEMBER 30~~31, ~~2025~~ ~~AND 2024~~2026

(Unaudited – Prepared by Management)

(Expressed in Canadian Dollars)

~~Notice~~NOTICE ofOF NoNO ~~Auditor~~AUDITOR ~~Review~~REVIEW ~~of Consolidated Interim Financial Statements~~

~~The~~OF ~~accompanying~~THE ~~unaudited~~CONDENSED ~~consolidated~~INTERIM ~~interim~~CONSOLIDATED ~~financial~~FINANCIAL ~~statements~~STATEMENTS of the Company have been prepared by and are the responsibility of the Company’s management and have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as issued by the International Accounting Standards Board. The Company’s independent auditor has not performed a review of these financial statements in accordance with the standards established by the Canadian Institute of Professional Chartered Accountants for a review of interim financial statements by an entity’s auditor.

The accompanying condensed interim consolidated financial statements of Athena Gold Corporation (the “Company”) as at and for the three months ended March 31, 2026, have been prepared by the management of the Company and approved by the Company’s Audit Committee.

Under National Instrument 51-102, Part 4, subsection 4.3 (3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that an auditor has not reviewed the financial statements.

The accompanying condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements in accordance with standards established by CPA Canada for a review of condensed interim financial statements by an entity’s auditor.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation Condensed Interim Consolidated Statements of Financial Position Unaudited – Prepared by Management (Expressed in Canadian Dollars) As at March 31, 2026 and December 31, 2025

Consolidated Interim Statements of Financial Position


		March 31,			December 31,			January 1,
		2026			2025			2025
	Note	$			$			$
Assets
Current assets
Cash and cash equivalents			2,864,372			2,839,369			347,896
Prepayments and receivables			710,934			796,846			166,073
Investment in securities	2		2,165,237			4,030,559			540,814
Total current assets			5,740,543			7,666,774			1,054,783
Non-current assets
Deposits			–			–			24,977
Mineral properties	3		7,910,012			4,834,615			7,840,981
Total non-current assets			7,910,012			4,834,615			7,865,958
Total assets			13,650,555			12,501,389			8,920,741

Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued liabilities	6		49,350			50,894			198,422
Warrant liability	4		–			1,832,191			857,250
Total current liabilities			49,350			1,883,085			1,055,672
Note payable to related parties	6		–			–			148,623
Total liabilities			49,350			1,883,085			1,204,295

Shareholders' equity
Share capital	4		31,038,350			25,172,222			22,204,510
Reserves	4		751,293			812,585			568,124
Cumulative translation adjustment	2		–			(430,033	)		(308,667	)
Deficit			(18,188,438	)		(14,936,470	)		(14,747,521	)
Total shareholders' equity			13,601,205			10,618,304			7,716,446
Total liabilities and shareholders' equity			13,650,555			12,501,389			8,920,741

Nature of operations and going concern	1
Commitment	5
Events after the reporting period	10

~~(Expressed~~Approved inon USbehalf ~~dollars~~of -the ~~unaudited)~~Board of Directors on May 29, 2026:

Assets	Notes	9/30/25			12/31/24 (restated – Note 2)			12/31/23 (restated – Note 2)
Current assets
Cash and cash equivalents		$	261,678		$	242,082		$	2,808
Prepaid expenses			52,461			115,561			45,647
Investment in securities			4,532,821			376,323			0
Total current assets			4,846,960			733,966			48,455
Other assets
Prepaid expenses			0			17,380			0
Investment in securities			0			0			496,400
Mineral rights	5		4,089,714			6,241,114			6,196,114
Total other assets			4,089,714			6,258,494			6,692,514
Total assets		$	8,936,674		$	6,992,460		$	6,740,969
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	9	$	90,734		$	138,071		$	245,195
Advanced deposits			0			0			46,000
Warrant liability	6		0			251,549			29,151
Note payable and accrued interest - related party	9		100,493			0			0
Total current liabilities			191,227			389,620			320,346
Long term liabilities
Note payable and accrued interest - related party	9		0			103,419			0
Warrant liability	6		491,113			347,564			104,744
Total long term liabilities			491,113			450,983			104,744
Total liabilities			682,340			840,603			425,090
Stockholders' equity
Share capital	7,9		26,099			19,479			16,714
Additional paid in capital			18,061,763			17,405,780			16,935,937
Reserves			447,735			358,458			358,146
Deficit			(10,281,263	)		(11,631,860	)		(10,994,918	)
Total stockholders' equity			8,254,334			6,151,857			6,315,879
Total liabilities and stockholders' equity		$	8,936,674		$	6,992,460		$	6,740,969

“John Power”

Director

“Koby Kushner”

Director

~~Commitments~~The ~~and~~accompanying ~~contingencies~~notes ~~(Note~~are an 8)integral part of these condensed interim consolidated financial statements.

Subsequent events (Note 12)

Approved by the Board on November 21, 2025:

“John Power”, Director “Koby Kushner”, CEO & Director

The accompanying notes are an integral part of these unaudited consolidated interim financial statements.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended March 31, 2026 and March 31, 2025

Consolidated Interim Statements of Income and Loss


								Cumulative						Total
	Number		Share					translation						shareholders'
	of shares		capital		Reserves			adjustment			Deficit			equity
	#		$		$			$			$			$

December 31, 2024		19,677,134		22,204,510		568,124			(308,667	)		(14,747,521	)		7,716,446
Foreign currency translation adjustment		–		–		–			135			–			135
Income and comprehensive income for the period		–		–		–			–			147,652			147,652
March 31, 2025		19,677,134		22,204,510		568,124			(308,532	)		(14,599,869	)		7,864,233

December 31, 2025		31,567,535		25,172,222		812,585			(430,033	)		(14,936,470	)		10,618,304
Elimination of cumulative translation adjustment (Note 2,3)		–		1,717,937		(162,228	)		430,033			(1,207,052	)		778,690
Shares issued for mineral properties		4,242,429		2,310,000		–			–			–			2,310,000
Shares issued for services		10,101		6,000		–			–			–			6,000
Transfer of warrant liability to share capital		–		1,832,191		–			–			–			1,832,191
Share-based payments		–		–		100,936			–			–			100,936
Loss and comprehensive loss for the period		–		–		–			–			(2,044,916	)		(2,044,916	)
March 31, 2026		35,820,065		31,038,350		751,293			–			(18,188,438	)		13,601,205

~~(Expressed~~The inaccompanying USnotes ~~dollars~~are -an ~~unaudited)~~integral part of these condensed interim consolidated financial statements.

		Three Months Ended						Nine Months Ended
	Notes	9/30/25			9/30/24 (restated – Note 2)			9/30/25			9/30/24 (restated – Note 2)
Operating expenses
Exploration, evaluation and project expenses	5	$	165,695		$	72,185		$	471,935		$	134,585
General and administrative expenses	7(c), 9		107,955			80,311			591,495			284,708
Total operating expenses			273,650			152,496			1,063,430			419,293
Net operating loss			(273,650	)		(152,496	)		(1,063,430	)		(419,293	)
Other income			1,410			0			34,897			0
Interest expense			(2,005	)		(1,529	)		(4,981	)		(1,907	)
Realized gain (loss) on investment			3,621			(12,452	)		(3,315	)		(12,452	)
Unrealized gain (loss) on investment			1,799,203			46,239			2,216,389			(11,585	)
Revaluation of warrant liability			(146,815	)		(43,763	)		171,037			(237,123	)
Net income (loss)		$	1,381,764		$	(164,001	)	$	1,350,597		$	(682,360	)
Weighted average common shares outstanding – basic and diluted			260,222,238			173,723,633			231,849,856			172,848,616
Income per common share – basic and diluted		$	0.01		$	(0.00	)	$	0.01		$	(0.00	)

The accompanying notes are an integral part of these unaudited consolidated interim financial statements.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended March 31, 2026 and March 31, 2025

Consolidated Interim Statements of Changes in Equity


		March 31, 2026			March 31, 2025
	Note	$			$
Expenses
Exploration and evaluation costs (recovery)	3		(104,601	)		76,623
General and administrative expenses	4,6		311,035			301,979
Loss from operating expenses			(206,434	)		(378,602	)
Interest expense			–			(3,141	)
Other income			440			–
Gain (loss) on investments			(1,838,922	)		105,100
Revaluation of warrant liability			–			424,295
Income (loss) and comprehensive income (loss) for the period			(2,044,916	)		147,652

Earnings (loss) per share
Weighted average number of common shares outstanding
- Basic #	4		32,277,637			19,677,134
- Diluted #	4		32,277,637			19,677,134

Basic earnings (loss) per share $	4		(0.06	)		0.01
Diluted earnings (loss) per share $	4		(0.06	)		0.01

~~(Expressed~~The inaccompanying USnotes ~~dollars~~are -an ~~unaudited)~~integral part of these condensed interim consolidated financial statements.

	Share Capital (restated – Note 2)							Reserves
	Shares		Common share par value		Additional paid-in capital			Options and warrants		Deficit (restated – Note 2)			Total
December 31, 2023 (restated – Note 2)		167,138,069	$	16,714	$	16,935,937		$	358,146	$	(10,994,918	)	$	6,315,879
Private placement, net		5,000,000		500		147,841			0		0			148,341
Allocation to warrant liability		0		0		(68,774	)		0		0			(68,774	)
Share-based compensation - shares issued to officers and directors		600,000		60		23,940			0		0			24,000
Share-based compensation - stock options		0		0		0			312		0			312
Shares issued to settle debt		985,564		99		36,152			0		0			36,251
Net loss		0		0		0			0		(682,360	)		(682,360	)
September 30, 2024 (restated – Note 2)		173,723,633	$	17,373	$	17,075,096		$	358,458	$	(11,677,278	)	$	5,773,649
Private placement, net		21,080,000		2,106		754,314			0		0		$	756,420
Allocation to warrant liability		0		0		(352,581	)		0		0			(352,581	)
Allocation to option liability		0		0		(71,049	)		0		0			(71,049	)
Net income		0		0		0			0		45,418			45,418
December 31, 2024 (restated – Note 2)		194,803,633	$	19,479	$	17,405,780		$	358,458	$	(11,631,860	)	$	6,151,857
Private placement, net		20,839,236		2,085		665,431			0		0		$	667,516
Nova shares reissued		43,865,217		4,387		0			0		0			4,387
Shares issued for mineral property		500,000		50		18,085			0		0			18,135
Shares issued for debt		981,000		98		35,503			0		0			35,601
Allocation to warrant liability		0		0		(63,036	)		0		0			(63,036	)
Share-based compensation - stock options		0		0		0			89,277		0			89,277
Net income		0		0		0			0		1,350,597			1,350,597
September 30, 2025		260,989,086	$	26,099	$	18,061,763		$	447,735	$	(10,281,263	)	$	8,254,334

The accompanying notes are an integral part of these unaudited consolidated interim financial statements.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation Condensed Interim Consolidated Statements of Cash Flows Unaudited – Prepared by Management (Expressed in Canadian Dollars) For the three months ended March 31, 2026 and March 31, 2025

Consolidated Interim Statements of Cash Flows


		March 31,			March 31,
		2026			2025
	Note	$			$

Operating activities
Income (loss) for the period			(2,044,916	)		147,652
Adjustments for:
Exploration and evaluation costs			6,000			–
Share-based payments	4		100,936			–
(Gain) loss on investments			1,838,922			(105,100	)
Revaluation of warrant liability			–			(424,295	)
Change in cumulative translation adjustment			–			135
Net change in non-cash working capital items	7		84,368			91,653
Net cash used in operating activities			(14,690	)		(289,955	)

Investing activities
Reimbursement of mineral property acquisition costs	3		13,293			–
Proceeds from sale of investments			26,400			60,428
Net cash used in investing activities			39,693			60,428
Change in cash			25,003			(229,527	)
Cash, beginning of period			2,839,369			347,896
Cash, end of period			2,864,372			118,369

~~(Expressed~~The inaccompanying USnotes ~~dollars~~are an -integral ~~unaudited)~~part of these condensed interim consolidated financial statements.

	Nine Months Ended
	9/30/25			9/30/24
Cash flows from operating activities
Net income (loss)	$	1,350,597		$	(682,360	)
Adjustments to reconcile net loss to net cash used in operating activities
Revaluation of warrant liability		(171,037	)		237,123
Realized loss on investments		3,315			12,452
Unrealized (gain) loss on investments		(2,216,389	)		11,585
Share based compensation		89,277			24,312
Change in operating assets and liabilities:
Prepaid expense		80,480			19,647
Accounts payable and accrued liabilities		(14,662	)		41,342
Accounts payable - related party		0			109,155
Net cash used in operating activities		(878,419	)		(226,744	)
Cash flows from investing activities
Purchase of mineral properties		(18,100	)		(45,000	)
Proceeds from sale of investments		116,096			71,241
Proceeds from sale of rights to mineral property		128,116			0
Net cash used in investing activities		226,112			26,241
Cash flows from financing activities
Loan from related parties		0			101,907
Deposits for future private placement		0			(46,000	)
Proceeds from private placement of stock, net		671,903			148,341
Net cash provided by financing activities		671,903			204,248
Net decrease in cash		19,596			3,745
Cash, beginning of period		242,082			2,808
Cash, end of period	$	261,678		$	6,553
Supplemental information:
Interest and taxes paid	$	7,414		$	0
Noncash investing and financing activities
Stock issued to pay off debt	$	35,601		$	36,251
Common stock issued for mineral property	$	18,135		$	0
Broker warrants issued	$	10,891		$	0
Warrant and option liability recognition	$	52,145		$	99,017
Common stock received from sale of rights to mineral property	$	2,059,520		$	0

The accompanying notes are an integral part of these unaudited consolidated interim financial statements.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

~~NOTE~~(Expressed 1in –Canadian ~~NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Dollars)

~~Nature~~For the ofthree ~~Operations~~months ended March 31, 2026 and ~~Going~~March ~~Concern~~31, 2025

~~Athena Gold Corporation (“we,” “our,” “us,” or “Athena”) was incorporated in Delaware on December 23, 2003~~1. OnNature ~~October 31, 2024, the board~~ of ~~directors determined~~operations that it would be in the best interest of the Company to change the corporate jurisdiction from the State of Delaware to the Province of British Columbia, Canada by means of a process called a “merger” under the Delaware General Corporation Law and agoing “continuation” followed by an amalgamation under the Business Corporations Act (British Columbia). On March 27, 2025 the shareholders of the Company approved the redomestication of the Company in the Province of British Columbia, Canada by merger into a British Columbia corporation. On April 15, 2025 the amalgamation occurred between Athena and Nova Athena and concurrently Nova Athena changed its name to Athena. The Company’s head office is at Suite 204, 1497 Martin St, White Rock, British Columbia, Canada V4B3W8.concern

~~The~~Athena Gold Corporation (the “Company”) was isincorporated ~~listed~~in Delaware on ~~the~~December ~~Canadian~~23, ~~Securities~~2003. ~~Exchange (“CSE”)~~On ~~trading~~March ~~under~~27, 2025, the ~~symbol~~shareholders ~~“ATHA”~~of ~~and~~the isCompany ~~co-listed~~approved onthe re-domestication of the ~~United~~Company ~~States~~to ~~(“US”)~~change ~~OTCQB~~its ~~trading under~~corporate jurisdiction from the ~~symbol~~State ~~“AHNRF”.~~of ~~After~~Delaware to the ~~shareholder~~Province ~~approval~~ of ~~the~~British ~~redomestication~~Columbia, ~~the~~Canada ~~Company~~by ~~became~~means of a “merger” ~~foreign~~into ~~private~~a ~~issuer as~~British itColumbia iscorporation ~~incorporated~~under ~~outside~~the ofDelaware ~~the~~General ~~United~~Corporation ~~States.~~Law ~~The~~and ~~Company~~a ~~will~~“continuation” ~~file~~followed by an ~~annual~~amalgamation ~~Form~~under ~~20-F~~the ~~instead~~Business ofCorporations aAct ~~Form~~(British ~~10-K~~Columbia). On April 15, ~~and~~2025, ~~quarterly~~the ~~Form~~amalgamation occurred between Athena ~~6-K~~and ~~instead~~Nova ofAthena aand ~~10-Q.~~concurrently ~~Additionally,~~Nova ~~the~~Athena ~~Company~~changed ~~will~~its ~~report~~name ~~financial~~to ~~statements~~Athena. inThe ~~accordance~~Company’s ~~with~~head ~~International~~office ~~Financial~~is ~~Reporting~~at Suite 204, 1497 Martin ~~Accounting~~St., ~~Standards~~White Rock, British Columbia, Canada V4B 3W8.

The Company is ~~engaged~~listed inon the ~~acquisition~~Canadian Securities Exchange (“CSE”) trading under the symbol “ATHA” and ~~exploration of~~is ~~mineral~~co-listed ~~resources.~~on ~~The~~the ~~Company’s~~United ~~properties~~States do(“US”) OTCQB ~~not~~trading ~~have~~under ~~any~~the ~~confirmed~~symbol ~~reserves~~“AHNRF”. ~~The~~After ~~Company~~the ~~plans~~shareholders’ toapproval ~~conduct~~of ~~exploration~~the ~~programs~~re-domestication (March 27, 2025), the onCompany ~~these~~became ~~properties~~a ~~with~~foreign private issuer under the ~~objective~~United ofStates ~~ascertaining~~Securities ~~whether~~and ~~any~~Exchange Commission, as it is incorporated outside of ~~its~~the United ~~properties~~States. ~~contain~~The ~~economic~~Company ~~concentrations~~now files an annual Form 20-F instead of ~~precious~~a Form 10-K, and ~~base metals~~quarterly ~~that~~Form ~~are~~6-K ~~prospective~~instead ~~for~~of ~~mining~~a 10-Q.

~~Since~~On ~~the~~April ~~formation of the Company~~2, ~~it has not generated any revenue. As an early-stage company~~2026, the Company iscompleted a ~~subject~~share toconsolidation ~~all~~on the ~~risks~~basis ~~inherent~~of inone ~~the~~(1) ~~initial~~new ~~organization,~~common ~~financing,~~share ~~expenditures, complications~~issued ~~and~~for ~~delays~~every ~~inherent~~9.9 incommon ashares ~~new~~previously ~~business~~held. ~~Our~~All ~~business~~share isand ~~dependent~~per ~~upon~~share information ~~the~~has ~~implementation~~been ofretrospectively ~~our~~adjusted ~~business~~within ~~plan.~~these ~~There~~condensed ~~can be~~interim noconsolidated ~~assurance~~financial ~~that~~statements ~~our~~(the ~~efforts~~“financial ~~will~~statements”), in beaddition ~~successful~~to orthe ~~that~~financial westatements ~~will~~for ~~ultimately~~the beyear ~~able~~ended toDecember ~~generate~~31, ~~revenue or attain profitability~~2025.

~~Natural~~The ~~resource~~Company ~~exploration,~~is ~~and~~engaged ~~exploring~~in ~~for~~the ~~gold,~~acquisition isand aexploration ~~business~~of ~~that~~mineral byproperties ~~its~~and ~~nature~~ is ~~very~~in ~~speculative.~~the ~~There~~process isof aexploring ~~strong~~its ~~possibility~~mineral ~~that~~properties weand ~~will~~has not ~~discover~~yet ~~gold~~determined orwhether ~~any other mineralization~~its ~~which~~mineral ~~can~~properties becontain ~~mined~~mineral orreserves ~~extracted~~that atare aeconomically ~~profit~~recoverable. ~~Even~~The ifCompany's wecontinuing dooperations ~~discover~~and ~~gold or other deposits,~~ the ~~deposit~~underlying value ~~may~~and ~~not~~recoverability be of the ~~quality~~amounts orshown ~~size necessary~~ for usmineral orproperties aare ~~potential~~entirely ~~purchaser~~dependent ofupon the ~~property~~existence toof ~~make~~economically arecoverable mineral ~~profit~~reserves, ~~from~~the ~~mining~~ability ~~it.~~of ~~Few~~the ~~properties~~Company ~~that~~to ~~are~~obtain ~~explored~~the ~~are~~necessary ~~ultimately developed~~financing ~~into~~to ~~producing~~complete ~~mines.~~the ~~Unusual~~exploration orand ~~unexpected~~development ~~geological~~of ~~formations,~~the ~~geological formation pressures~~mineral properties, ~~fires,~~obtaining ~~power~~the ~~outages,~~necessary ~~labor disruptions,~~permits ~~flooding,~~to ~~explosions~~mine, ~~cave-ins, landslides,~~ and ~~the~~on ~~inability~~future toprofitable ~~obtain~~production ~~suitable~~ or ~~adequate~~proceeds ~~machinery,~~from ~~equipment~~the ordisposition ~~labor are just some~~ of the ~~many risks involved in~~ mineral ~~exploration programs and the subsequent development of gold deposits~~ properties.

~~The~~As ~~Company~~of ~~business~~March is31, ~~exploring~~2026, ~~for~~the ~~gold~~Company ~~and other~~had ~~minerals.~~cash Ifand ~~the~~cash ~~Company~~equivalents ~~discovers~~of ~~commercially~~$2,864,372 ~~exploitable~~(December ~~gold~~31, or2025 ~~other~~- ~~deposits~~$2,839,369) ~~revenue~~and ~~from~~working ~~such~~capital ~~discoveries~~of ~~will~~$5,691,193 ~~not~~(December be31, ~~generated~~2025 - $5,783,689). ~~unless~~A major component of the ~~gold~~working orcapital ~~other~~consists ~~minerals~~of ~~are~~investments ~~mined~~of three publicly traded companies: Carlton Precious Inc, Bravada Gold Corporation, and Mammoth Minerals Limited (Note 2).

~~Mining~~The ~~operations~~ability inof the ~~United~~Company ~~States~~to ~~are~~meet ~~subject~~its toobligations ~~many~~and ~~different~~continue ~~federal,~~operations ~~state,~~is ~~and~~dependent ~~local~~on ~~laws~~its ~~and~~ability ~~regulations,~~to ~~including~~obtain ~~stringent~~additional ~~environmental,~~debt ~~health~~or ~~and~~equity ~~safety laws~~financing. InAlthough the ~~event~~Company has ~~operational~~been ~~responsibility~~successful isin ~~assumed~~raising ~~for~~equity ~~mining~~capital ~~our~~to ~~properties~~date, ~~the~~there ~~Company~~can ~~may~~ be ~~unable~~no toassurance ~~comply~~that ~~with~~adequate ~~current~~ or ~~future~~sufficient ~~laws~~capital ~~and~~will ~~regulations,~~be available in ~~which~~the ~~can~~future ~~change~~or atavailable ~~any~~under ~~time.~~terms ~~Changes~~acceptable to ~~these laws may adversely affect any of~~ the Company ~~potential mining operations. Moreover~~, ~~compliance with~~or ~~such~~that ~~laws may cause substantial delays and require capital outlays greater than those~~ the Company ~~anticipates,~~will ~~adversely affecting any potential mining operations. Future mining operations, if any, may also~~ be ~~subject~~able to ~~liability~~liquidate ~~for~~its ~~pollution~~investments orin ~~other~~an ~~environmental~~orderly ~~damage~~fashion. ~~The~~These ~~Company~~material uncertainties may ~~choose~~cast ~~not~~a tosignificant bedoubt ~~insured~~about ~~against~~the ~~this~~Company’s ~~risk~~ability ~~because~~to ofcontinue ~~high~~as ~~insurance~~a ~~costs~~going ~~or other reasons~~concern.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

As of September 30, 2025, we had approximately $260,000 of cash and a working capital of approximately $4,656,000. A major component of the working capital consists of shareholder investments of two publicly traded companies: Carlton Precious Inc (~~CPI)~~Expressed ~~and Mammoth Minerals Limited (Mammoth). As at September 30, 2025, the Company’s investment~~ in ~~CPI~~Canadian ~~is 6,790,334 shares at $0.19 (CAD$0.26~~Dollars) and the Company’s investment in Mammoth is 32,000,000 shares at $0.12 (AUD$0.185). In addition, there is approximately $154,000 of unspent flow-through expenditure commitments, which is required to be spent by December 31, 2026.

~~The ability of the Company to meet its obligations~~For ~~and continue operations is dependent on its ability to obtain additional debt or equity financing. These circumstances raise substantial doubt about~~ the ~~Company’s~~three ~~ability~~months toended ~~continue~~March as31, a2026 ~~going~~and ~~concern.~~March ~~There can be no assurance that the Company will be able to raise capital on terms advantageous to the Company~~31, ~~or at all.~~2025

~~NOTE~~ 2. –Material ~~BASIS~~accounting ~~OF PREPARATION~~policies

Statement of compliance

These financial statements were approved by the Company’s Board of Directors and authorized for issuance on November 21, 2025.

These financial statements have been prepared in accordance with International Financial Reporting Accounting Standards (“IFRS Accounting Standards”) as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee applicable to the preparation of interim financial statements including International Accounting Standard 34 Interim Financial Reporting. These financial statements do not include all disclosures required for annual audited financial statements.

Basis of presentation

These ~~consolidated~~ financial statements have been prepared onin ~~the~~conformity ~~going~~with ~~concern~~International ~~basis~~Accounting Standard (“IAS”) 34, ~~under~~Interim Financial Reporting, using the ~~historical~~same accounting ~~cost~~policy ~~convention~~information as detailed in the Company’s audited annual consolidated financial statements for the year ended December 31, ~~except~~2025, and do not include all the information required for ~~certain~~full annual financial ~~instruments~~statements ~~that~~in ~~are~~accordance ~~measured at~~with ~~fair~~IFRS ~~value~~Accounting Standards (“IFRS”), as ~~described~~issued ~~herein~~by the International Accounting Standards Board (“IASB”). It is suggested that these financial statements be read in conjunction with the audited annual consolidated financial statements

~~Presentation~~These ~~and~~financial ~~functional~~statements ~~currency~~have been prepared on a historical cost basis, except for financial instruments measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

~~These~~Change ~~consolidated financial statements are presented~~ in ~~U.S.~~Presentation dollars (“USD”), which is the functional currency of the Company and its subsidiaries. As such, the Company is exposed to currency risk from financial assets and liabilities denominated in Canadian dollars. References to Canadian dollars are to ‘CAD’.Currency

~~Basis~~Prior ofto ~~consolidation~~January 1, 2026, the Company presented its financial statements in United States dollars (USD). Effective January 1, 2026, the Company changed its presentation currency to the Canadian dollar (CAD) to better reflect the Company’s business activities.

~~The~~In ~~consolidated~~accordance ~~financial~~with ~~statements include~~IAS ~~the~~21, ~~accounts~~The Effects of ~~Athena~~Changes ~~Gold~~in ~~Corp.~~Foreign ~~and~~Exchange ~~its~~Rates, ~~wholly~~all ~~owned~~periods ~~subsidiary,~~presented ~~Nubian~~in ~~Resources~~these ~~USA~~financial ~~(“Nubian~~statements ~~USA”)~~have been translated into CAD. ~~All~~The ~~significant~~consolidated ~~inter-entity~~statements ~~balances~~of income (loss) and ~~transactions~~comprehensive ~~have~~income ~~been~~(loss) ~~eliminated~~and inthe ~~consolidation.~~consolidated ~~Subsidiaries~~statements ~~are~~of ~~entities~~cash ~~the~~flows ~~Company~~for ~~controls~~each ~~when~~period ithave isbeen translated ~~exposed,~~into orthe ~~has~~presentation ~~rights,~~currency tousing ~~variable~~the ~~returns~~average ~~from~~exchange ~~its~~rate ~~involvement~~prevailing induring ~~the~~each ~~entity~~period. All monetary assets and ~~can~~liabilities ~~affect~~have been ~~those~~translated ~~returns~~using ~~through~~the ~~its~~exchange ~~power~~rate toprevailing ~~direct~~ at the ~~relevant~~statement ~~activities~~ of ~~the~~financial ~~entity.~~position ~~Subsidiaries~~dates, ~~are~~and ~~included~~all intransactions ~~the~~within ~~consolidated~~non-monetary assets ~~financial~~and ~~results~~liabilities ofand ~~the~~equity ~~Company~~have ~~from~~been ~~the~~translated ~~date~~using ~~of acquisition~~average upexchange torates ~~the~~in ~~date~~effect offor ~~disposition~~the orperiods ~~loss~~covering oftheir ~~control~~underlying transactions.

A cumulative translation adjustment is recognized in the financial statements when an entity’s presentation currency differs from its functional currency. As a result of the Company presenting its financial statements in CAD for all periods herein, which differs from the Company’s functional currency being USD as at and for the year ended December 31, 2025 and as at January 1, 2025 (and all prior periods), a cumulative translation adjustment is recognized in the statements of financial position as at December 31, 2025 and January 1, 2025. As at January 1, 2026, the Company eliminated its cumulative translation adjustment upon aligning its presentation and functional currency effective January 1, 2026.

Change in Functional Currency

In light of the Company’s recent acquisitions of mineral properties located in Canada coupled with its re-domestication into Canada, the Company reassessed its functional currency and concluded it to be CAD. The change in functional currency was effective as of January 1, 2026. Prior to January 1, 2026, the functional currency of the Company was the USD.

The change in functional currency is due to the increased exposure to CAD as a result of its redirected strategic focus in the acquisition and exploration of Canadian mineral property interests. The Company’s operating activities are also predominantly in Canada with exposure to CAD.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

(Expressed in Canadian Dollars)

For the three months ended March 31, 2026 and March 31, 2025

2.	Material accounting policies (continued)

Principles of consolidation

These financial statements include the accounts of the Company and its wholly owned subsidiaries, Nubian Resources USA (“Nubian USA”), and Last Bounty Gold Corp. (acquired on March 12, 2026) (Note 3). Both subsidiaries are inactive holding companies with no material assets, liabilities or expenses.

Subsidiaries are entities controlled by the Company and are included in the financial statements from the date that control commences until the date that control ceases. The Company controls an investee when it is exposed, or has the rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The accounting policies of investees are changed where necessary to align them with the policies adopted by the Company.

Inter-company balances and transactions, and any unrealized income and expenses arising from inter-company transactions, are eliminated in preparing the financial statements.

Material accounting policies

The accounting policies, estimates and critical judgments, methods of computation and presentation applied in these financial statements are consistent with those of the most recent audited annual consolidated financial statements and are those the Company expects to adopt in its consolidated financial statements for the year ended December 31, 2026. Accordingly, these financial statements should be read in conjunction with the Company’s most recent audited annual consolidated financial statements.

Initial adoption of IFRS Accounting Standards

The Company’s ~~adopted~~financial ~~IFRS~~statements for ~~Accounting~~the ~~Standards~~year onended ~~April 15~~December 31, 2025, ~~with~~were anthe ~~effective~~first ~~date~~annual ofconsolidated ~~January~~financial 1,statements ~~2023~~that it prepared in compliance with IFRS. The financial statements for the three and ~~our~~six ~~prior~~months ~~periods~~ended inJune 30, 2025, were the ~~included~~first condensed interim consolidated financial statements prepared ~~are~~by ~~restated accordingly~~the Company in accordance with IFRS. ~~The~~For periods up to and including the three months ended March 31, 2025, the Company ~~had~~prepared its ~~previously~~financial ~~reported~~statements ~~under~~in accordance with United States Generally Accepted Accounting Principles (“US GAAP”).

~~Impact~~Additionally, onthe ~~equity~~Company’s financial statements have been retroactively prepared in accordance with IFRS Accounting Standards effective January 1, 2023.

The following table summarizes the impact on the Company’s equity accounts on January 1, 2023:

Schedule of impact on equity
Account	As reported		Adjustment			Re-stated
	$		$			$
Deficit		11,702,799		(66,566	)		11,636,233
Additional paid-in capital		16,652,602		(420,247	)		16,232,355
Options reserve		0		336,940			336,940

The following table summarizes the impact on the Company’s equity accounts on December 31, 2023:

Account	As reported		Adjustment			Re-stated
	$		$			$
Deficit		11,090,050		(95,132	)		10,994,918
Additional paid-in capital		17,391,148		(455,211	)		16,935,937
Options reserve		0		358,146			358,146

The following table summarizes the impact on the Company’s equity accounts on December 31, 2024:

Account	As reported		Adjustment			Re-stated
	$		$			$
Deficit		11,726,568		(94,708	)		11,631,860
Additional paid-in capital		17,861,545		(455,765	)		17,405,780
Options reserve		0		358,458			358,458

Comprehensive income

For the years ended December 31, 2024 and 2023, the Company reported a net loss of $636,942 and a net income of $612,748, respectively. In connection with the adoption of IFRS Accounting Standards, the Company’s net loss for the year ended December 31, 2024 increased by $424. For the year ended December 31, 2023, the Company’s net income increased by $28,567.

The Company’s cash flows were unaffected.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

~~NOTE~~(Expressed 3in –Canadian ~~MATERIAL ACCOUNTING POLICIES~~Dollars)

~~Cash~~For the three months ended March 31, 2026 and ~~Cash~~March ~~Equivalents~~31, 2025

~~The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents~~2. ~~The~~Material ~~Company~~accounting ~~places~~policies its cash with high credit quality financial institutions in the United States and Canada. On September 30, 2025, the Company’s cash balance was approximately $260,000. To reduce its risk associated with the failure of such financial institution, the Company will evaluate, as needed, the rating of the financial institution in which it holds deposits.(continued)

AsInitial adoption of ~~September~~IFRS ~~30,~~Accounting ~~2025, the Company had $154,217~~Standards (~~CAD$214,685~~continued) ~~(December 31, 2024 - $nil) of unspent flow-through expenditure commitments, which is required to be spent by December 31, 2026.~~

~~Foreign~~This ~~Currency~~note ~~Translation~~explains the adjustments made by the Company in restating its US GAAP financial statements, from the transition date of January 1, 2023, and the effects on its statement of financial position as at January 1, 2025, the earliest comparative date presented on the statements of financial position.

~~The~~In ~~Company~~prior isperiods, ~~exposed~~a toportion ~~currency~~of ~~risk~~the ~~on transactions~~warrant ~~and~~liability ~~balances~~had inbeen ~~currencies~~presented ~~other~~as ~~than~~non-current ~~the~~based ~~functional~~on ~~currency.~~guidance ~~The~~consistent ~~Company~~with ~~has~~US ~~not~~GAAP, ~~entered~~under ~~any~~which ~~contracts~~liabilities tomay ~~manage~~be ~~foreign~~classified ~~exchange~~as ~~risk.~~non-current when settlement is not expected within one year. The Company ~~does~~determined ~~not~~that ~~consider~~this ~~the~~presentation ~~currency~~was ~~risk~~not toconsistent bewith ~~material~~IFRS torequirements and has restated the ~~future~~comparative ~~operations~~statements of ~~the~~financial ~~Company~~position ~~and,~~through asto ~~such~~January 1, ~~does~~2025, ~~not~~to ~~have~~reclassify athe ~~program to~~warrant ~~manage~~liability ~~currency~~from non-current ~~risk~~to current.

~~Transactions~~This inreclassification ~~foreign~~affected ~~currencies are recorded in~~presentation ~~the~~only ~~functional~~and ~~currency~~had atno ~~exchange~~impact ~~rates prevailing~~ on ~~the~~total ~~dates~~liabilities, ofshareholders’ ~~the~~equity, ~~transactions.~~profit Ator ~~the end of each reporting period~~loss, ~~monetary~~or ~~assets and~~cash ~~liabilities denominated in foreign currencies are translated at the period end exchange rates~~flows. ~~Non-monetary~~The ~~items~~restatement ~~are~~relates ~~translated at~~solely ~~the~~to ~~exchange rates in effect on~~ the ~~date~~reclassification of the ~~transactions.~~warrant ~~Foreign~~liability ~~exchange~~between ~~gains~~current and ~~losses~~non-current ~~arising from translation are presented in the consolidated statements of loss and comprehensive loss~~liabilities.

Mineral Property Acquisition and Exploration Costs

Schedule of reclassification impact
	As previously
	reported		Adjustment			Restated
	$		$			$
January 1, 2025 - Current warrant liability		361,501		495,749			857,250
January 1, 2025 - Non-current warrant liability		495,749		(495,749	)		–

~~Mineral~~Financial ~~property~~Instruments ~~exploration~~– ~~costs are expensed as~~Investment incurred until economic reserves are quantified. To date, the Company has not established any proven or probable reserves on its mineral properties. Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed. Costs of mineral property acquisitions are being capitalized.securities

The Company has the following common share investments in publicly traded companies:


	March 31, 2026						December 31, 2025
	Number of				Fair		Number of				Fair
	Shares		Cost		Value		Shares		Cost		Value
	#		$		$		#		$		$
Carlton Precious Inc.		6,595,334		428,697		791,440		6,755,334		439,097		945,747
Mammoth Minerals Limited		28,525,000		2,856,640		1,285,707		28,525,000		2,856,640		3,015,747
Bravada Gold Corporation		154,375		49,400		88,090		154,375		49,400		69,065
		35,274,709		3,334,737		2,165,237		35,434,709		3,345,137		4,030,559

On February 26, 2026, Bravada announced a consolidation of its outstanding common shares on the basis of one (1) new common share issued for eight (8) common shares previously held.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

~~Financial~~(Expressed ~~Instruments~~in Canadian Dollars)

~~Financial~~For the ~~assets~~three months ended March 31, 2026 and March 31, 2025

On2. ~~initial~~Material ~~recognition,~~accounting ~~financial~~policies ~~assets are recognized at fair value and are subsequently classified and measured at amortized cost, fair value through other comprehensive income~~ (~~“FVOCI”~~continued), or fair value through profit or loss (“FVTPL). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. Financial assets at amortized cost are measured at amortized cost using the effective interest method. Financial assets are measured at fair value net of transaction costs that are directly attributable to its acquisition except for financial assets at FVTPL where transaction costs are expensed. All financial assets not classified and measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition of an equity instrument that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. The classification determines the method by which the financial assets are carried on the consolidated statement of financial position subsequent to inception and how changes in value are recorded.

~~Financial~~New ~~assets~~accounting are classified as current assets or non-current assets based on their maturity date. Financial assets are derecognized when the contractual rights to the cash flows from the asset expire. On derecognition, the difference between the carrying amount measured at the date of derecognition and the consideration received is recognized in profit or loss.policies

~~The~~Certain ~~Company~~pronouncements ~~has~~have nobeen ~~financial~~issued by ~~assets~~the ~~measured~~IASB atthat ~~FVOCI. The~~were effective for the Company’s ~~financial~~accounting ~~assets~~period ~~classified~~beginning ~~and~~on ~~measured~~January at1, ~~amortized~~2026. ~~cost~~The ~~consist~~adoption of ~~cash~~these ~~and~~standards has ~~cash~~not ~~equivalents~~had ~~and~~a ~~deposits.~~material ~~The Company’s~~impact ~~financial~~on ~~assets~~disclosures ~~classified~~or asamounts ~~FVTPL~~reported ~~consist~~in ofthese ~~investment~~financial ~~in securities~~statements.

Amendments to IFRS 9, Financial Instruments, ~~liabilities~~and IFRS 7, Financial Instruments: Disclosures

~~Financial~~In ~~liabilities~~May ~~are~~2024, ~~classified~~the asIASB ~~subsequently~~issued Amendments ~~measured~~to atthe ~~amortized~~Classification ~~cost,~~and ~~unless~~Measurement ~~designated~~of ~~FVTPL~~Financial Instruments. ~~Financial~~The ~~liabilities~~amendments ~~measured~~clarify atthat ~~amortized~~a ~~cost~~financial ~~are~~liability ~~measured~~is ~~using~~derecognized ~~the~~on ~~effective~~the ~~interest~~settlement ~~method.~~date ~~The~~and ~~classification~~introduce ~~determines~~an ~~the~~accounting ~~method~~policy bychoice ~~which~~to ~~the~~derecognize a financial ~~liabilities~~liability ~~are~~settled ~~carried~~using an electronic payment system before the settlement date. Other clarifications include guidance on the ~~consolidated~~classification ~~statement~~ of financial ~~position~~assets ~~subsequent~~with toESG-linked ~~inception~~features, non-recourse loans and ~~how~~contractually ~~changes~~linked ~~in value are recorded~~instruments.

~~Financial~~Recently ~~liabilities~~issued ~~are~~but ~~derecognized~~not ~~only~~yet ~~when the~~effective ~~Company’s~~accounting ~~obligations are discharged, cancelled, or they expire.~~standards

The Company’s ~~financial~~has ~~liabilities~~not ~~classified~~yet adopted certain new standards, amendments and ~~measured~~interpretations atto ~~amortized~~existing ~~cost~~standards ~~consist~~as ofoutlined ~~accounts~~below, ~~payable~~which ~~and~~have ~~accrued~~been ~~liabilities~~published ~~and~~but are only effective for the Company’s ~~financial~~accounting ~~liabilities~~period ~~measured at~~beginning ~~FVTPL~~on ~~consist~~January of1, ~~warrant~~2027, ~~and~~or ~~option~~later ~~liability~~periods.

~~Income~~IFRS ~~Taxes~~18, Presentation and Disclosure in Financial Statements

~~Current~~In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”). This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. In addition, IFRS 18 requires entities to classify income and expenses into five categories, three of which are new – i.e. operating, investing, and financing – and the income tax and discontinued operation categories. The new standard sets out detailed requirements for classifying income and expenses into each category.

~~Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities.~~ The ~~tax~~Company ~~rates~~is ~~and~~currently ~~tax laws~~assessing ~~used to compute~~ the ~~amount~~impact ~~are those~~ that ~~are enacted or substantively enacted, at~~ the ~~reporting~~adoption ~~date,~~of inIFRS ~~the~~18 ~~country~~will ~~where~~have ~~the~~on ~~Company operates~~its ~~and~~financial ~~generates taxable income~~statements.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

~~Deferred~~(Expressed ~~tax~~in Canadian Dollars)

~~Deferred taxes are recognized in respect of temporary~~For ~~differences at~~ the ~~reporting~~three ~~date~~months ~~between~~ended ~~the~~March tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled31, ~~based~~2026 ~~on tax rates~~ and ~~tax~~March ~~laws that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and deferred tax liabilities are offset~~31, ~~if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.~~2025

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and recognized only to the extent that it is probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized3. ~~The~~Mineral ~~Company has not recognized any deferred tax assets for the years presented.~~ properties

~~Impairment~~The Company’s mineral properties consist of ~~Non-financial~~exploration ~~Assets~~stage interests located in Ontario, Canada and Nevada, USA.

~~The~~Changes ~~carrying~~in ~~amount of~~ the ~~Company’s~~project ~~assets is~~carrying ~~reviewed at each reporting date to determine whether there is any indication of impairment. If such an indication exists, the recoverable~~amounts ~~amount~~for of the ~~asset~~three ismonths ~~estimated~~ended inMarch ~~order~~31, to2026 ~~determine~~and ~~the~~March ~~extent~~31, of2025, ~~any impairment loss. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount. Impairment losses~~ are ~~recognized~~summarized inas ~~profit or loss.~~follows:

The recoverable amount of assets is the greater of an asset’s fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

Schedule of mineral properties
	December 31,				March 31,
	2025		Additions, net		2026
		$		$		$
Excelsior Springs		4,791,780		–		4,791,780
Oneman & Laird		42,835		–		42,835
Forester		–		2,296,707		2,296,707
		4,834,615		2,296,707		7,131,322
Elimination of cumulative translation adjustment		–		–		778,690
Total		4,834,615		2,296,707		7,910,012

An impairment loss is only reversed if there is an indication that the impairment loss may no longer exist and there has been a change in the estimates used to determine the recoverable amount, however, not to an amount higher than the carrying amount that would have been determined had no impairment loss been recognized in previous periods.

	December 31,				March 31,
	2024		Additions		2025
	$		$		$
Excelsior Springs		7,840,981		–		7,840,981

~~Assets~~Exploration ~~that~~and ~~have~~evaluation ancosts ~~indefinite useful life are not~~expensed ~~subject~~on tothe ~~amortization~~projects ~~and~~consisted ~~are~~of ~~tested~~the ~~annually for impairment.~~ following:

Share-Based Compensation

	Excelsior		Oneman
	Springs		& Laird			Total
Three months ended March 31, 2026	$		$			$
Field		–		4,800			4,800
Geological and consulting (Note 6)		–		90,599			90,599
		–		95,399			95,399
Less: Recovery of costs		–		(200,000	)		(200,000	)
		–		(104,601	)		(104,601	)

The Company adopts a stock option plan in which the Company grants stock options to directors, employees, and consultants as compensation for service provided. The fair value of the options at the date of grant is charged to share-based management and consulting fees over the vesting period, with the offset recorded to reserve. The amount recognized as share-based management and consulting fees is adjusted to reflect the number of awards for which the related service conditions are expected to be met such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service conditions at the vesting date. When an optionee ceases to meet service conditions, the options granted are forfeited and the cumulative expense recognized to the date of termination is reversed. Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is charged through profit or loss over the remaining vesting period.

	Excelsior		Laird &
	Springs		Oneman		Total
Three months ended March 31, 2025	$		$		$
Geological and consulting		76,623		–		76,623
		76,623		–		76,623

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

~~Where~~(Expressed ~~equity~~in ~~instruments~~Canadian are granted to non-employees, they are recorded at the fair value of the goods or services received, unless they are related to the issuance of shares. Amounts related to the issuance of shares are recorded as a reduction of share capital.Dollars)

~~When the value of goods or services received in exchange~~For ~~for~~ the ~~share-based~~three ~~payment~~months ~~cannot~~ended beMarch ~~reliably estimated~~31, ~~the~~2026 ~~fair~~and ~~value~~March ~~is measured by use of the Black Scholes valuation model. The expected life used in the model is adjusted~~31, ~~based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioral considerations.~~2025

~~All equity-settled share-based payments are reflected in reserve for share-based payments, until exercised~~3. ~~Upon~~Mineral ~~exercise,~~properties shares are issued from the treasury and the amount reflected in reserve for share-based payments is credited to share capital, adjusted for any consideration paid. Upon expiry, the fair value of unexercised options is retained in the reserve.(continued)

~~Share~~Excelsior ~~capital~~Springs

~~Financial~~In ~~instruments~~2021, ~~issued by~~ the Company ~~are classified~~acquired 100% asof ~~equity~~Nubian ~~only~~USA tofrom ~~the~~Carlton ~~extent~~Precious ~~that~~Inc. ~~they~~(formerly doNubian ~~not~~Resources ~~meet~~Ltd.) (the ~~definition~~“Seller”). ofNubian aUSA ~~financial~~holds ~~liability~~full orownership of ~~financial~~the ~~asset.~~mining ~~The~~claims ~~Company’s~~comprising ~~common shares~~the ~~and~~Excelsior ~~stock~~Springs ~~options~~Prospect ~~are~~(the ~~classified~~“Property”) aslocated ~~equity~~in ~~instruments~~Esmerelda County, Nevada.

~~Incremental~~The ~~costs~~Seller ~~directly~~retained ~~attributable~~a to1% ~~the~~Net ~~issue~~Smelter ofReturns ~~new~~(NSR) ~~shares~~Royalty oron ~~options~~the ~~are~~claims ~~recognized~~sold asto athe ~~deduction~~Company. ~~from~~One-half ~~equity,~~(0.5%) ~~net~~ of ~~tax.~~the ~~Equity~~NSR ~~instruments~~Royalty ~~issued~~may tobe ~~agents~~purchased asby ~~financing~~the ~~costs are~~Company ~~measured~~for at$500,000. An ~~their~~additional ~~fair~~one-half ~~value~~(0.5%) atof the ~~date~~NSR Royalty may be purchased by the ~~services~~Company ~~were~~at ~~provided~~fair market value.

~~Valuation~~In 2022 and 2024, the Company collectively acquired a 100% interest in the Fortunatus and Prout patented lode mining claims in Esmeralda County, Nevada as part of ~~equity~~the ~~units~~Excelsior Springs ~~issued~~Project, and a 100% interest in ~~private~~certain ~~placements~~claims known as the Blue Dick Mine, together with certain technical data relating to the mining claims. Total consideration paid by the Company for these transactions was $295,272 (US$230,000) and a 3% NSR.

~~The~~On ~~Company~~May ~~allocates~~28, ~~the~~2025, ~~proceeds from~~ the ~~issuance~~Company entered ofinto ~~units~~an ~~between~~option ~~common~~agreement ~~shares~~with ~~and~~Mammoth ~~share~~Minerals ~~purchase~~Limited ~~warrants~~(Mammoth) ongranting aMammoth ~~pro-rata~~an ~~basis~~option ~~based~~to onearn ~~the~~an ~~relative~~80% ~~fair~~interest ~~values~~in at the ~~date~~Excelsior ~~of issuance.~~Springs ~~The~~project. ~~fair~~In ~~value~~consideration of the ~~common~~option, ~~shares~~Mammoth ishas ~~based~~paid on the ~~market~~Company ~~closing~~$178,253 ~~price~~(AUD$200,000) onin ~~the~~cash, ~~date~~and ~~the~~32,000,000 ~~units~~common ~~are~~shares ~~issued~~with a ~~and the~~ fair value of ~~the~~$2,839,872 ~~share purchase~~(US$2,059,520), ~~warrants~~which ~~(classified~~was recognized as ~~liabilities~~a –reduction ~~see~~to ~~below~~mineral properties totaling $3,018,125 (US$2,187,635). A is1% ~~determined~~net ~~using~~smelter ~~the~~return ~~Black-Scholes~~royalty ~~option~~will ~~pricing~~also ~~model~~be ~~(“BSM”) as~~provided ofto ~~the~~Athena ~~date~~Gold ofon ~~issuance~~certain claims comprising the Property.

~~Any~~Mammoth ~~value~~is ~~attributed~~also required to incur not less than US$5,000,000 in exploration expenditures by May 2030. If Mammoth successfully earns its 80% interest, the ~~warrants~~parties iswill ~~recorded~~form toa joint venture partnership that provides the Company with a 20% ~~reserves~~free-carried interest until a Definitive Feasibility Study is published. ~~Upon~~On ~~exercise~~May 15, 2026, Mammoth has advised the ~~fair~~Buster ~~value~~drilling database is ~~reallocated~~now ~~from~~being ~~reserves~~finalized for submission to ~~issued~~independent ~~share~~resource ~~capital~~consultants, ~~along~~marking ~~with~~a key step towards the ~~associated~~delivery ~~proceeds~~of Mammoth’s ~~from~~maiden ~~exercise~~Mineral Resource Estimate and Exploration Target, scheduled for Q3 2026.

~~Share~~Oneman ~~purchase~~Lake ~~warrants~~and Laird Lake Projects

~~Share~~In ~~purchase~~2024, ~~warrants~~the ~~that~~Company ~~are~~entered ~~not~~into ~~classified as~~a ~~share-based~~Definitive ~~payments~~Agreement ~~are~~with ~~classified~~Libra asLithium aCorp., ~~derivative~~(“Libra”) ~~liability~~as ~~under~~assigned ~~the~~by ~~principles~~Bounty ofGold ~~IFRS 9 Financial Instruments~~Corp., As(“Bounty ~~the~~Gold”) for ~~exercise~~an ~~price~~option ofto ~~the~~acquire ~~share~~a ~~purchase~~100% ~~warrant~~interest ~~is fixed~~ in ~~Canadian dollars and~~ the ~~functional~~Oneman ~~currency~~Lake ofproject, ~~the~~near ~~Company~~Kenora, isOntario, and the USLaird ~~dollar~~Lake project, ~~the~~ ~~share~~near ~~purchase~~Red ~~warrants~~Lake, ~~are~~Ontario. The ~~considered~~Company acan ~~derivative~~acquire ~~liability~~the inprojects ~~accordance~~for ~~with~~cash ~~IAS~~and ~~32 Financial~~common ~~Instruments:~~share ~~Presentation as a~~consideration ~~variable~~(which ~~amount~~may ofbe ~~cash~~accelerated inat the Company’s ~~functional~~option ~~currency~~or settled ~~will~~in bea ~~received~~combination ~~upon~~of ~~exercise.~~cash of common shares) as follows:

These types of share purchase warrants are recognized at fair value using the Black-Scholes option pricing model. Share purchase warrants are initially recorded as a liability at fair value with any subsequent changes in fair value recognized in the consolidated statement of loss and comprehensive loss.

	·	$50,000 by August 19, 2025 (paid, cash of $25,000 (US$18,100) and the issuance of 500,000 common shares with a fair value of $25,000 (US$18,135))

	·	$50,000 by August 19, 2026;

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

~~Upon~~(Expressed ~~exercise of the share purchase warrants with exercise prices~~ in aCanadian currency other than the Company’s functional currency, the share purchase warrants are revalued at the date of exercise with any gain or loss being charged to the consolidated statement of loss and comprehensive loss, and the total fair value of the exercised share purchase warrants is reallocated to equity. The proceeds generated from the payment of the exercise price are also allocated to equity.Dollars)

~~Investment~~For the inthree ~~securities~~months ended March 31, 2026 and March 31, 2025

~~We have concluded that the Company does not have the ability to exercise significant influence over operating and financial policies of its investee~~3. ~~The~~Mineral ~~Company’s~~properties ~~investment in securities is measured at fair value through profit or loss.~~(continued)

~~Earnings~~Oneman ~~(Loss)~~Lake ~~per~~and ~~Common~~Laird ~~Share~~Lake Projects (continued

~~Basic~~· ~~earnings~~$50,000 ~~(loss) per share is calculated~~ by ~~dividing the~~August ~~net~~19, ~~income~~2027; ~~(loss)~~· ~~available~~$50,000 ~~to common shareholders~~ by ~~the~~August ~~weighted~~19, ~~average~~2028; ~~number of shares issued~~ and ~~outstanding~~· ~~during the year. For all periods presented~~$1, the net income (loss) available to common shareholders equals the reported income (loss). Diluted earnings (loss) per share is calculated using the treasury stock method. Under the treasury stock method000,000 ~~the~~in ~~weighted~~cash ~~average~~by ~~number~~August of common shares outstanding for the calculation of diluted earnings (loss) per share assumes that the proceeds to be received on the exercise of dilutive stock options and warrants are used to repurchase common shares at the average market price during the period. In the Company’s case19, ~~when a loss is incurred during the year~~2029, ~~diluted~~or ~~and basic loss per share are the same because the effect on loss per share of potential issuance of shares under options and warrants would be anti-dilutive.~~alternatively:

~~Related~~· ~~party~~75% ~~transactions~~in cash and 25% in common shares, for a total payment of $1,250,000; · 50% in cash and 50% in common shares, for a total payment of $1,500,000; · 25% in cash and 75% in common shares, for a total payment of $1,750,000.

~~Parties~~Upon ~~are~~completion ~~considered~~of ~~related~~the ifabove ~~one~~obligations by ~~party has~~ the ~~ability,~~ ~~directly or indirectly~~Company, toBounty ~~control~~Gold ~~the~~will ~~other~~retain ~~party~~a or2% ~~exercise~~NSR ~~significant~~on ~~influence over~~ the ~~other~~Properties, ~~party~~of inwhich ~~making~~1% ~~financial and~~may ~~operating~~be ~~decisions.~~purchased ~~Parties~~by ~~are~~the ~~considered~~Company ~~related~~for if$1,000,000 ~~they~~at ~~are subject to common control or significant influence. A transaction~~any ~~is considered a related party transaction when there is a transfer of resources or obligations between related parties~~time.

~~Segment~~On ~~reporting~~February 20, 2026, the Company entered into an exploration agreement with Wabauskang First Nation (“WFN”) to promote a cooperative and mutually respectful relationship concerning the Laird Lake project situated in the Red Lake Gold District of Ontario, or any other additional mining claims or properties in which Athena may acquire an interest, located within the WFN’s traditional territory. The Company issued 10,101 common shares at a fair value of $6,000 (Note 4).

AnForester ~~operating~~Gold segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses. The Company’s operating segments are components of the Company’s business for which discrete financial information is available and which are reviewed regularly by the Company’s Chief Executive Officer, who has been designated as the Chief Operating Decision Maker, to make decisions about resources to be allocated to the segment and assess its performance.Project

On March 16, 2026, the Company acquired a 100% interest in the Forester Gold Project located in Northwestern Ontario, Canada, through the acquisition of a private British Columbia holding company, Last Bounty Gold Corp., (“Last Bounty”) by way of a Share Purchase Agreement executed on February 25, 2026. Pursuant to the agreement, the Company issued 4,242,429 common shares at a price of $0.54 per share for a total fair value of $2,310,000 (Note 4), less $13,293 in cash reimbursements from Last Bounty.

Last Bounty had no material assets, liabilities, or expenses on the acquisition date and accordingly the acquisition by the Company has been accounted for as an asset acquisition in accordance with the guidance provided in IFRS 2, Share-based Payments and IFRS 3, Business Combinations through the issuance of common shares by the Company for the net assets of Last Bounty. Accordingly, no goodwill or intangible assets were recorded with respect to the acquisition as it does not constitute a business. The fair value of the consideration paid by the Company was entirely attributable to mineral properties.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

~~IFRS~~(Expressed ~~Accounting~~in ~~Standards~~Canadian ~~pronouncements not yet adopted~~Dollars)

~~The~~For the ~~following~~three ~~pronouncements~~months ~~have~~ended ~~been~~March ~~issued~~31, ~~but are~~2026 ~~not~~and ~~yet~~March ~~effective:~~31, 2025

~~On April 9, 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements~~4. IFRS 18 will apply for reporting periods beginning on or after January 1, 2027 and also applies to comparative information. IFRS 18 will replace IAS 1; many of the other existing principles in IAS 1 are retained, with limited changes. IFRS 18 will not impact the recognition or measurement of items in the financial statements, but it may change what an entity reports as its ‘operating profit or lossShareholders’. ~~Key~~equity new concepts introduced in IFRS 18 relate to: (i) the structure of the statement of profit or loss; (ii) required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures); and (iii) enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general. The Company is currently assessing the effects of IFRS 18 on the financial statements.reserves

InThe ~~May~~authorized ~~2024,~~share ~~the~~capital ~~IASB~~of ~~issued Amendments to~~ the ~~Classification~~ ~~and~~Company ~~Measurement~~consists of ~~Financial~~an ~~Instruments~~unlimited ~~(Amendments~~number to IFRS 9 and IFRS 7). These amendments updated classification and measurement requirements in IFRS 9 Financial Instruments and related disclosure requirements in IFRS 7 Financial Instruments: Disclosures. The IASB clarified the recognition and derecognition date of ~~certain~~common ~~financial~~shares ~~assets~~without ~~and~~par ~~liabilities,~~value and ~~amended the requirements related to settling financial liabilities using~~ an ~~electronic~~unlimited ~~payment~~number ~~system. It also clarified how to assess the contractual cash flow characteristics~~ of ~~financial assets~~preferred inshares ~~determining~~without ~~whether~~par they meet the ‘solely payments of principal and interest’ criterion, including financial assets that have environmental, social and corporate governance (ESG)-linked features and other similar contingent featuresvalue. ~~The IASB added disclosure~~ ~~requirements~~All ~~for~~issued ~~financial~~shares instruments with contingent features that do not relate directly to basic lending risks and costs and amended disclosures relating to equity instruments designated at fair value through other comprehensive income. The amendments are ~~effective~~fully ~~for annual periods beginning on or after January 1, 2026 with early application permitted~~paid. ~~The Company is currently assessing the effect of these amendments on the financial statements.~~

~~NOTE~~Transactions 4for –the ~~CRITICAL~~issuance ~~JUDGEMENTS~~of share ~~AND~~capital ~~ESTIMATION~~for ~~UNCERTAINTIES~~the three months ended March 31, 2026:

The preparation of the Company’s financial statements and applying its accounting policies requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, the accompanying disclosures, as well as the disclosure of contingent liabilities. Uncertainty about these judgments, assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods as revisions to accounting estimates are recognized prospectively.

	·	In March 2026, the Company issued 10,101 common shares at $0.59 each in exchange for exploration related services on the Oneman Lake and Laird Lake projects (Note 3).

	·	In March 2026, the Company issued 4,242,429 common shares at $0.54 each for the acquisition of Last Bounty Gold Corp., in relation to the acquisition of the Forester Gold project (Note 3).

~~The~~Transactions ~~judgements,~~for ~~key assumptions concerning~~ the ~~future and~~issuance ~~other key sources~~ of share ~~estimation~~capital ~~uncertainty~~for at the ~~reporting~~three ~~date,~~months ~~that~~ended ~~have~~March ~~a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year~~31, ~~are described below.~~2025:

~~Share-based~~· ~~compensation~~There were no transactions for the issuance of share capital during the three months ended March 31, 2025.

~~The~~Stock ~~fair value of share-based compensation in stock~~ options is calculated using the Black-Scholes model. The main assumptions used in the model include the estimated life of the option, the expected volatility of the Company’s share price, and the risk-free rate of interest. The resulting value calculated is not necessarily the value that the holder of the option could receive in an arm’s-length transaction.

The Company adopted its 2020 Equity Incentive Plan (the “Plan”) which became effective in January 2021. Under the Plan, the Company is authorized to issue up to 1,010,101 (10 million pre-consolidation) common shares pursuant to grants and the exercise of rights under the Plan. Effective March 10, 2021, the Corporation adopted a deferred compensation and equity award plan (the “Deferred Compensation Plan”). Restricted share units awarded pursuant to the Deferred Compensation Plan shall vest in the manner determined by the Board with respect to such award. Restricted share units have no voting rights, and no amount due or payable under the Deferred Compensation Plan or any interest in the Deferred Compensation Plan, shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, garnishment, lien, levy or like encumbrance.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

~~Impairment~~(Expressed ofin ~~mineral~~Canadian ~~properties~~Dollars)

~~Management applies significant judgment in its assessment~~For ~~of mineral properties and whether there are any indications of impairment. The Company considers both internal and external sources of information when making~~ the ~~impairment~~three ~~assessment.~~months ~~External~~ended ~~sources~~March ~~of information considered are changes in the Company’s economic~~31, ~~legal~~ 2026 and ~~regulatory~~March ~~environment~~31, which it does not control, but affects the recoverability of its mining assets. Internal sources of information the Company considers include the manner in which mining properties are expected to be used and indications of economic performance.2025

~~Warrant~~4. Shareholders’ equity and ~~option~~reserves ~~liability~~(continued)

~~The~~Stock ~~fair~~options value of the warrant and option liability is calculated using the Black-Scholes model. The main assumptions used in the model include the estimated life of the warrant and option, the expected volatility of the Company’s share price, and the risk-free rate of interest. The resulting value calculated is not necessarily the value that the holder of the warrant or option could receive in an arm’s-length transaction.(continued)

~~NOTE~~A 5summary –of ~~MINERAL~~the ~~RIGHTS~~Company’s stock options as at March 31, 2026 and December 31, 2025, and changes during the period/year then ended are as follows:

Excelsior Springs

Schedule of stock option activity
	Period ended March 31, 2026					Year ended December 31, 2025
	Options			Weighted average exercise price		Options		Weighted average exercise price
		#			$		#		$
Options outstanding, beginning of period/year		806,061			0.59		528,283		0.69
Granted		204,040			0.59		277,778		0.39
Expired		(202,020	)		0.89		–		–
Options outstanding, end of period/year		808,081			0.52		806,061		0.59

~~During~~In ~~the~~accordance ~~year~~with ~~ended~~the ~~December~~Company’s material ~~31,~~accounting ~~2021~~policy, upon the ~~Company~~ ~~acquired~~expiry ~~100%~~ of ~~Nubian~~stock ~~USA~~options ~~from~~the ~~Carlton~~original ~~Precious~~fair ~~Inc.~~value ~~(formerly~~recognized ~~Nubian~~on ~~Resources~~vesting ~~Ltd.)~~of (the ~~“Seller”).~~stock ~~Nubian~~options ~~USA~~is ~~holds full~~retained ~~ownership~~within ofreserves, ~~the~~and ~~mining~~not ~~claims comprising the Excelsior Springs Prospect (the “Property”) located in Esmerelda County, Nevada~~reclassified.

~~The~~As ~~Seller~~at ~~retained~~March a31, 1%2026, ~~Net Smelter Returns Royalty on~~ the ~~claims it sold to the~~ Company~~. One-half (0.5%) of the NSR Royalty may be purchased by the Company for CAD $500,000 payable to the~~ ~~Seller.~~has Anstock ~~additional~~options ~~one-half~~outstanding ~~(0.5%)~~and ofexercisable ~~the~~as ~~NSR Royalty may be purchased by the Company at fair market value.~~follows:

On June 9, 2022, the Company entered into an agreement to purchase an undivided 100% interest in the Fortunatus and Prout patented lode mining claims in Esmeralda County, Nevada as part of the Excelsior Springs Project for consideration of $185,000. The Agreement was completed in July 2022.


Options		Options		Exercise			Weighted average
outstanding		exercisable		price		Expiry date	remaining life
#		#		$			(years)
	25,253		25,253		0.69	January 16, 2028		1.80
	73,737		73,737		0.59	August 24, 2032		6.41
	227,273		227,273		0.59	October 12, 2032		6.54
	277,778		277,778		0.39	June 12, 2035		9.21
	204,040		204,040		0.59	March 19, 2036		9.98
	808,081		808,081		0.52			8.16

OnDuring ~~June~~the 1three months ended March 31, ~~2024~~2026, 204,040 options were granted to directors of the Company ~~entered~~with ~~into~~a ~~an Asset~~weighted ~~Purchase~~average ~~Agreement~~exercise ~~with~~price ~~Silver~~of ~~Reserve~~$0.59 ~~Corp~~each expiring on March 19, 2036 which vested immediately. toThe ~~acquire~~fair anvalue ~~100%~~was calculated using the following weighted average assumptions: expected life of options – ten years, stock price volatility – 214%, no dividend yield, and a risk-free interest inrate 11– ~~unpatented~~4%. ~~Bureau~~The offair ~~Land~~value ~~Management~~is particularly ~~(BLM)~~impacted ~~claims~~by ~~covering~~the ~~approximately~~Company’s ~~220~~stock ~~acres~~price ~~known~~volatility, asdetermined using stock price data from the ~~Blue~~previous ~~Dick~~ten ~~Mine~~years. ~~and~~Using ~~related~~the ~~mineral~~above ~~claims~~assumptions, ~~together~~the ~~with~~fair ~~certain~~value ~~technical~~of ~~data~~options ~~relating~~granted toduring the ~~mining~~three ~~claims.~~months ~~Total~~ended ~~consideration~~March ~~paid~~31, 2026, was approximately $450.49 per option,~~000 and~~ afor 3%an ~~NSR~~aggregate total of $100,936.

On May 28, 2025, the Company entered into an option agreement with Mammoth granting Mammoth the exclusive right (Option) to be able to earn an 80% undivided interest in the Excelsior Springs project. In consideration of the Option, Mammoth has paid Athena $128,115 (AUD$200,000) in cash and issued 32,000,000 ordinary shares in the capital of Mammoth with a fair market value of $2,059,520. This resulted in reduction in the carrying amount of mineral rights of $2,187,635. Mammoth is also required to incur not less than USD$5,000,000 in exploration expenditures over a five-year term, commencing from the Exercise Date. If Mammoth successfully earns its 80% interest, the parties will form a joint venture partnership that provides Athena Gold with a 20% free-carried interest until a Definitive Feasibility Study is published.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

~~Oneman~~(Expressed ~~Lake~~in ~~and~~Canadian ~~Laird Lake Projects~~Dollars)

~~Effective October 1, 2024, Athena entered into a definitive~~For ~~agreement~~the tothree ~~acquire~~months ~~two~~ended ~~early~~March ~~exploration~~31, ~~stage~~2026 ~~projects~~and ~~located~~March in31, ~~Ontario Canada under the following terms:~~2025

~~Pursuant to the Definitive Agreement, Athena Gold acquired up to a 100% interest in two mining properties, consisting of 218 mining claims covering approximately~~ 4~~,736 hectares (the “Properties”)~~. ~~The~~ ~~Properties~~Shareholders’ ~~are~~equity ~~comprised of two projects: one known as the Oneman Lake Project located near Kenora, Ontario~~ and ~~the~~reserves ~~other known as the Laird Lake Project in Red Lake, Ontario. Pursuant to an option agreement dated August 19, 2024, with Bounty Gold Corp.~~ (~~“Bounty Gold”~~continued), The Properties were acquired from Libra Lithium Corp. which earned 100% ownership of the Oneman Lake Project and had the exclusive option to acquire the Laird Lake Project (the “Option”) subject to certain terms and conditions. Bounty Gold has consented to the transfer of the Properties from Libra Lithium Corp. to Athena Gold.

~~All~~Stock ~~parties~~options ~~to this transaction are arm’s length.~~(continued)

AsDuring ~~consideration~~the year ended December 31, 2025, options were granted to directors and consultants of the ~~Properties,~~Company ~~Athena~~with ~~Gold~~a ~~issued~~weighted average exercise price of $0.50 each expiring on June 4312,~~865,217~~ ~~common~~2035 ~~shares~~which invested immediately. The fair value was calculated using the ~~capital~~following ofweighted ~~Athena~~average ~~Gold’s~~assumptions: ~~wholly~~expected ~~owned~~life ~~subsidiary~~of options – ten years, ~~Nova~~stock ~~Athena~~price ~~Gold~~volatility ~~Corp.~~– to145%, ~~Libra~~no dividend yield, atand a ~~value~~risk-free ~~of $Nil~~interest rate – 4%. The fair value ofis particularly impacted by the ~~transaction~~Company’s ~~was~~stock price volatility, determined byusing ~~reference~~stock toprice data from the previous ten years. Using the above assumptions, the fair value of ~~Nova’s~~options ~~common~~granted ~~shares;~~during ~~these~~the ~~shares~~year doended ~~not~~December ~~trade publicly~~31, ~~and~~2025, ~~therefore~~was ~~were~~approximately ~~determined~~$0.30 ~~based~~per onoption, for ~~Level~~an 3aggregate ~~inputs~~total of $121,524.

~~Athena~~The ~~Gold~~total ~~has~~share-based ~~assumed~~payment ~~all obligations of the Option~~expense to(within ~~Bounty~~general ~~Gold~~and toadministrative ~~acquire~~expenses) ~~the~~for ~~Laird Lake Project in consideration of~~ the ~~following~~three ~~cash~~months ~~payments~~ended ~~and~~March ~~share~~31, ~~issuances~~2026, ~~over~~was ~~the~~$100,936 ~~course~~(2025 ~~of five~~- ~~years~~$nil) (which ~~may~~represents bestock options ~~accelerated~~that atvested ~~Athena~~during ~~Gold’s~~the ~~option):~~period.

a. payment of CAD $50,000 in cash on or before August 19, 2025, of which up to 50% of such payment may be made in the form of common shares in the capital of Athena Gold; b. payment of CAD $50,000 in cash on or before the August 19. 2026, of which up to 50% of such payment may be made in the form of common shares in the capital of Athena Gold; c. payment of CAD $50,000 in cash on or before August 19, 2027, of which up to 50% of such payment may be made in the form of common shares in the capital of Athena Gold; d. payment of CAD $50,000 in cash on or before August 19, 2028, of which up to 50% of such payment may be made in the form of common shares in the capital of Athena Gold; and e. payment of CAD $1,000,000 in cash on or before August 19, 2029, or alternativelyWarrants

i.As ~~payment~~an ofincentive ~~75% in cash and the issuance of common shares in the capital of Athena Gold equal~~ to ~~25%~~complete ofprivate placements, the ~~payment,~~Company ~~for~~may aissue ~~total~~units ~~payment~~which ofinclude ~~CAD $1,250,000; ii. payment of 50% in cash and the issuance of~~ common shares ~~in the capital of Athena Gold equal to 50% of the payment, for a total payment of CAD $1,500,000; or iii. payment of 25% in cash~~ and ~~the issuance of~~ common ~~shares~~share inpurchase ~~the capital of Athena Gold equal to 75% of the payment, for a total payment of CAD $1,750,000~~warrants.

Prior to January 1, 2026, share purchase warrants that were not classified as share-based payments were classified as a derivative liability under the principles of IFRS 9, Financial Instruments. As the exercise price of the share purchase warrants were fixed in CAD and the functional currency of the Company was the USD, the share purchase warrants were considered a derivative liability in accordance with IAS 32, Financial Instruments: Presentation as a variable amount of cash in the Company’s functional currency would be received upon exercise. Accordingly, the Company’s warrant liability presented as at December 31, 2025 and January 1, 2025, was remeasured to fair value at each reporting date using the Black-Scholes option pricing model.

A summary of the Company’s warrants as at March 31, 2026 and December 31, 2025, and changes during the period/year then ended are as follows:

Schedule of changes in warrants
	Period ended March 31, 2026				Year ended December 31, 2025
	Warrants		Weighted average exercise price		Warrants			Weighted average exercise price		Warrant liability
	#		$		#			$		$
Warrants outstanding, beginning of period/year		3,926,930		0.99		3,665,657			1.06		857,250
Issued - unit offerings		–		–		2,578,188			0.91		1,201,281
Issued - finders' warrants		–		–		284,095			0.94		–
Expired		–		–		(2,601,010	)		1.01		(310,494	)
Fair value adjustment for warrants outstanding		–		–		–			–		84,154
Options outstanding, end of period/year		3,926,930		0.99		3,926,930			0.99		1,832,191

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

In(Expressed ~~the event that Athena Gold pays any of the payments to Bounty Gold~~ in the form of both cash and common shares, the price per share will be determined with the number of shares being based on a per share deemed issue price equal to the 30-day VWAP of the shares for the period of any 20 consecutive trading days on the Canadian ~~Securities~~ ~~Exchange ending on the date that is three business days prior to the date of issuance of the additional common shares.~~Dollars)

~~Upon completion of~~ For the ~~above~~three ~~obligations~~months byended ~~Athena Gold,~~March ~~Bounty Gold will retain a 2% NSR on the Properties~~31, of2026 ~~which~~and 1%March ~~may be purchased by Athena Gold for CAD $1~~31,~~000,000~~ ~~at any time.~~2025

On4. ~~August~~Shareholders’ ~~19,~~equity ~~2025 the Company made a cash payment of $18,100 (CAD $25,000)~~ and ~~issued~~reserves ~~500,000 common shares~~ (~~Note 7(b~~continued)~~) with a fair value of $18,135 (CAD$25,000) in consideration of the first option payment.~~

Schedule of mineral properties
	Mineral properties
Cost
As of December 31, 2023	$	6,196,114
Disposals		0
Additions		45,000
As of December 31, 2024		6,241,114
Disposals		(2,187,635	)
Additions		36,235
As of September 30, 2025	$	4,089,714

Warrants (continued)

~~NOTE~~As 6at –March ~~WARRANT~~31, ~~AND~~2026, ~~OPTION~~the ~~LIABILITY~~Company had warrants outstanding and exercisable as follows:

The Company has issued warrants which have an exercise price denominated in Canadian dollars while the Company’s functional currency is US dollars. Accordingly, these warrants are remeasured to fair value at each reporting date using the Black-Scholes option pricing model.


Warrants	Exercise			Weighted average
outstanding	price		Expiry date	remaining life
#	$			(years)
48,485		1.19	October 25, 2026		0.57
606,061		1.19	October 24, 2027		1.57
326,263		1.19	December 3, 2027		1.68
1,601,005		0.89	December 4, 2027		1.68
192,320		0.89	December 4, 2027		1.68
445,286		0.89	December 12, 2027		1.70
364,119		0.89	December 18, 2027		1.72
43,290		0.89	December 18, 2027		1.72
132,323		1.19	December 23, 2027		1.73
167,778		1.19	June 30, 2028		2.25
3,926,930		0.99			1.68

A5. ~~summary of the Company’s warrant liability movement is as follows:~~ Commitment

Schedule of warrant liability activity
	Weighted Average exercise price		Number of warrants			Warrant liability
	CAD$		#			$
Balance December 31, 2022		0.14		24,935,560			1,016,560
Warrants issued		0.10		14,720,303			533,874
Warrants expired		0.15		(264,810	)		(5,791	)
Fair value adjustment for warrants outstanding							(1,410,748	)
Balance, December 31, 2023		0.12		39,391,053			133,895
Warrants issued		0.10		15,540,000			421,356
Warrants expired		0.14		(18,420,750	)		(29,827	)
Fair value adjustment for warrants outstanding							60,590
Balance December 31, 2024		0.11		36,510,303			586,014
Warrants issued		0.12		2,141,000			63,036
Warrants expired		0.10		(25,970,303	)		(50,482	)
Fair value adjustment for warrants outstanding							(107,455	)
Balance, September 30, 2025		0.12		12,681,000			491,113
Current portion							0
Non-current portion							491,113

Ontario mineral claim holders must satisfy required annual units of assessment work to keep their claims in good standing. They must perform early exploration work and submit an assessment work report through the Mining Lands Administration System (MLAS). Current annual work commitment is $74,800 per annum on the Laird Lake claims. Assessment work has been completed to maintain these claims until January 2027.

As at March 31, 2026, the Company had approximately $2,100,000 unspent flow-through expenditure commitments, which are required to be incurred by December 31, 2026. As the Company’s market price of common shares on April 25, 2025, the date of the financing, was $0.50, there was no flow-through premium associated with the private placement.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

On(Expressed ~~April 25, 2025,~~ in ~~connection~~Canadian with a private placement of flow-through shares, the Company issued 480,000 common share purchase warrants to non-arm’s length brokers. The warrants have an exercise price of CAD$0.12 and an expiry date of October 25, 2026. The fair value of warrants on initial recognition was $10,891 and was recorded as share issuance costs.Dollars)

~~On June 30, 2025, in connection with a private placement~~For ~~of units,~~ the ~~Company~~three ~~issued 1,661,000 common share purchase warrants with an exercise price of CAD$0.12 and an expiry date of June 30, 2028. If, at any time after the date that is 4~~ months ~~and~~ended ~~one~~March ~~day after the date of issuance of the Warrants~~31, ~~the~~2026 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 CAD $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 inMarch 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 fair value of warrants on initial recognition was $5231,~~145.~~ 2025

A6. ~~summary~~Related ofparty ~~the~~payables ~~Company's outstanding~~ and ~~exercisable warrants is as follows:~~ transactions

Schedule of outstanding and exercisable warrants
September 30, 2025
Expiry date	Number of warrants outstanding		Weighted average exercise price (CAD)		Weighted average remaining life		Weighted average share price (CAD)		Weighted average volatility		Weighted average risk free interest rate
	#		$		Years		$
October 25, 2027		6,000,000		0.12		2.07		0.07		183%		4%
December 3, 2027		3,230,000		0.12		2.18		0.07		179%		4%
December 23, 2027		1,310,000		0.12		2.23		0.07		178%		4%
October 25, 2026		480,000		0.12		1.07		0.07		181%		4%
June 30, 2028		1,661,000		0.12		2.75		0.07		172%		4%
		12,681,000		0.12		2.16		0.07		180%		4%

The Company’s related parties include key management personnel and their management entities. Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. There were no loans to key management personnel or their management entities during the three months ended March 31, 2026 and March 31, 2025.

December 31, 2024
Expiry date	Number of warrants outstanding		Weighted average exercise price (CAD)		Weighted average remaining life		Share price		Weighted average volatility		Weighted average risk free interest rate
	#		$		Years		$
April 13, 2025		6,250,000		0.15		0.28		0.03		246%		4%
April 24, 2025		14,500,000		0.10		0.31		0.03		245%		4%
January 17, 2026		5,000,000		0.05		1.05		0.03		119%		4%
October 25, 2027		6,000,000		0.12		2.82		0.03		244%		4%
December 3, 2027		3,230,000		0.12		2.92		0.03		240%		4%
December 23, 2027		1,310,000		0.12		2.98		0.03		238%		4%
April 24, 2025		220,303		0.10		0.31		0.03		117%		4%
		36,510,303		0.11		1.15		0.03		226%		4%

During the three months ended March 31, 2026, 204,040 stock options were granted to directors of the Company to which $100,936 was recognized as share-based payments expense during the period then ended.

During the three months ended March 31, 2025, there were no stock options granted to a key management personnel.

The Company transacted with the following related parties:

	(a)	Koby Kushner is the Chief Executive Officer (“CEO”), a position he has held from March 27, 2025, and is also a director of the Company. Mr. Kushner controls Brie Inc. (“Brie”), which provides executive services to the Company ($8,000 per month). Mr. Kushner is also a controlling shareholder and director of Nemo Resources Inc. (“Nemo”), an entity engaged to provide exploration management services to the Company ($12,000 per month).

		John Power was the former CEO of the Company from September 1, 2021 until March 31, 2025, (previously charging US$2,500 per month). Mr. Power is also a Company director. Fees charged by both parties are recognized within general and administrative expenses.

	(b)	Benjamin Kuzmich is the Vice President of Exploration. He jointly controls Nemo which provides exploration management services to the Company ($12,000 per month). Mr. Kuzmich is also an employee and director of Nemo. Andrew Jedemann is the Exploration Manager for the Company and is a shareholder and employee of Nemo.

	(c)	Ty Minnick is the Chief Financial Officer (“CFO”). Mr. Minnick provides the Company with accounting, corporate secretarial, and executive services which are recognized within general and administrative expenses.

In the event of a change of control, Brie will be entitled to a cash payment of 12 times the monthly services fee and for every full year of services completed the change of control fee will increase by three months of services fee. The increase is capped at 18 months of compensation. In the event of a change of control, Nemo will be entitled to a cash payment of no less than $200,000.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

~~Option~~(Expressed ~~liability~~in Canadian Dollars)

~~During the third quarter ending September 30, 2024,~~For the ~~Company~~three ~~granted~~months ~~3,333,333~~ended ~~options~~March ~~to purchase shares held by Athena in Carlton Precious Inc (fka Nubian Resources Ltd) at an exercise price of CAD$0.06, with an expiry date of January~~ 31, ~~2025.~~2026 ~~The options had an initial valuation of $71,049. The outstanding options were revalued as of December 31, 2024, using a Black Scholes model~~ and ~~had~~March ~~a valuation of $12,433, resulting in an adjustment of $58,616 for the year ended December~~ 31, ~~2024. The options expired unexercised on January 31,~~ 2025 and at September 30, 2025, had a fair value of $nil. During the three and nine months ended September 30, 2025, Company recorded a gain on the revaluation of the option liability of $nil and $12,433, respectively (2024 - $nil and $nil).

~~NOTE~~6. 7Related –party ~~SHARE~~payables ~~CAPITAL~~and ~~AND~~transactions ~~RESERVES~~(continued)

a)The ~~Authorized~~transactions ~~share~~and ~~capital~~outstanding balances with related parties are as follows:

The Company is authorized to issue an unlimited number of common shares and preferred shares with no par value. No preferred shares are outstanding. The Company does not currently pay dividends.

	Summary of related party transaction
		Transactions three months ended March 31, 2026 $		Transactions three months ended March 31, 2025 $		Balances outstanding March 31, 2026 $		Balances outstanding December 31, 2025 $
	Brie		24,000		–		–		–
	John Power		–		10,766		–		8,325
(1)	Nemo		24,000		–		–		–
	Ty Minnick		26,036		16,537		11,250		–
			74,036		27,303		11,250		8,325

b(1) ~~Issued~~Includes ~~share~~geological ~~capital~~services of $21,600 (2025 - $nil) for three months ended March 31, 2026

~~During~~Balances ~~the~~outstanding ~~nine~~with ~~months~~related ~~ended September 30, 2025, the~~parties ~~Company~~are ~~had~~included ~~the~~within ~~following~~accounts ~~share~~payable ~~capital~~and ~~transactions:~~accrued liabilities.

OnNote ~~August 19, 2025, the Company issued 981,000 common shares to a vendor in settlement of an invoice for services totaling a fair market value of $35,601.~~payable

On ~~August~~June 127, ~~2025~~2024, ~~The~~the Company ~~issued 500,000 common~~executed ~~shares at~~ a ~~fair~~promissory ~~value~~note ofwith ~~$18~~John Power,~~135~~ ~~(CAD~~for US$25100,000 orbearing ~~CAD$0.05~~interest ~~per~~at ~~share)~~6% toper ~~Bounty~~annum ~~Gold~~and ~~pursuant~~maturing toon anJanuary ~~option agreement dated August 19~~2, ~~2024~~2026. The ~~shares~~promissory ~~were~~note was ~~issued~~repaid ~~pursuant to the acquisition of Laird Lake and Oneman Lake Projects~~ in ~~Ontario~~December ~~from Libra Lithium Corp (Note 5)~~2025.

OnCommon ~~April 25, 2025, The Company issued 1,737,236 common~~ shares ~~at a fair value of $62,551 (CAD$86,862 or CAD$0.05 per share) as a finder’s fee. The shares were~~ issued ~~pursuant to the acquisition of Laird Lake and Oneman Lake Projects~~ in ~~Ontario~~private from Libra Lithium Corp. The terms of the acquisition agreements provided that these shares would not be issued until the Company had completed its redomicile from Delaware and merger with its British Columbia subsidiary, Nova Athena Gold Corp.placements

OnAs ~~April~~part ~~25,~~of ~~2025,~~ the ~~Company completed a~~ private placement of ~~15,300,000 flow-through shares at a price of CAD$0.05 per flow-through share for gross proceeds of $550,895 (CAD$765,000).~~ Asunits ~~the Company’s market price of common shares~~ on ~~April~~June 2530, 2025 ~~was CAD$0.05~~, ~~there~~Brie ~~was~~purchased no145,455 ~~flow-through~~units ~~premium~~in ~~associated with~~ the ~~private placement~~offering.

As part of the private placement of units on December 4, 2025, Brie purchased 8,417 units in the offering.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

On(Expressed ~~April 25, 2025,~~ in ~~connection~~Canadian with the private placement of flow through shares, the Company issued 480,000 units to arm’s length parties consisting of one non-flow-through common share and one common share purchase warrant. The warrants had a fair value of $10,891, measured using a Black-Scholes option pricing model, and the shares had a fair value of $17,312 (CAD$24,000Dollars) ~~measured using the closing price of Athena’s common shares on the same date.~~

~~On June 30, 2025, the Company completed a non-brokered~~For private placement of 3,322,000 units comprised of one common share and one half of one common share purchase warrant for gross proceeds of $121,007 (CAD$166,100). Each whole warrant may be exercised into one common share at an exercise price of CAD$0.12 per common share until June 30, 2028. If, at any time after November 1, 2025, the ~~average~~three ~~volume~~months ~~weighted~~ended ~~trading~~March 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 CAD$0.20 per share for a period of 10 consecutive trading days (the “Triggering Event”)31, ~~the~~2026 ~~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 inMarch ~~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. On initial recognition~~31, ~~the warrants were measured at fair value of $52,145 using a Black-Scholes option pricing model.~~2025

~~During~~7. ~~the~~Supplemental ~~year~~disclosures ~~ended~~with ~~December~~respect ~~31,~~to ~~2024,~~cash ~~the Company had the following share capital transactions:~~flows

OnChanges ~~December~~in ~~23, 2024, the Company completed the third tranche of a~~ non-~~brokered~~cash working ~~private~~capital ~~offering~~during ~~consisting~~the ofthree ~~CAD$131,000~~months ofended ~~its~~March ~~Units at a purchase price of CAD$0.05 per Unit for a total of 2~~31,~~620,000~~ ~~Units.~~2026 ~~Each Unit consisted of one share of Common Stock~~ and ~~one-half~~March ~~common~~31, ~~stock~~2025, ~~purchase~~comprise ~~warrant (“Warrant”). Each whole Warrants exercisable for three years to purchase one additional share of Common Stock at a price of CAD$0.12 per share. The transaction is part of~~ the ~~Company’s unregistered private offering of up to CAD$1,000,000 in Units at a price of CAD$0.05 per Unit.~~following:

On December 3, 2024, the Company completed the second tranche of a non-brokered private offering consisting of CAD$323,000 of its Units at a purchase price of CAD$0.05 per Unit for a total of 6,460,000 Units. Each Unit consisted of one share of Common Stock and one-half common stock purchase warrant. Each whole Warrants exercisable for three years to purchase one additional share of Common Stock at a price of CAD$0.12 per share. The transaction is part of the Company’s unregistered private offering of up to CAD$1,000,000 in Units at a price of CAD$0.05 per Unit.

Summary of supplemental cash flow
	March 31,			March 31,
	2026			2025
	$			$
Prepayments and receivables		85,912			65,385
Accounts payable and accrued liabilities		(1,544	)		29,640
Accounts payable to related parties		–			(3,372	)
Net change		84,368			91,653

OnDuring ~~October 25, 2024,~~ the ~~Company~~three ~~completed~~months ~~the~~ended ~~first~~March ~~tranche~~31, of2026 aand ~~non-brokered~~March ~~private offering consisting of CAD$600~~31,~~000~~ ~~of its Units at a purchase price of CAD$0.05 per Unit for a total of 12~~2025,~~000,000~~ ~~Units.~~there ~~Each~~were ~~Unit~~no ~~consisted~~non-cash offinancing ~~one~~activities ~~share~~or ~~of Common Stock and one~~non-~~half~~cash ~~common~~investing ~~stock purchase warrant~~activities. Each whole Warrants exercisable for three years to purchase one additional share of Common Stock at a price of CAD$0.12 per share. The transaction is part of the Company’s unregistered private offering of up to CAD$1,000,000 in Units at a price of CAD$0.05 per Unit.

OnDuring ~~June 14, 2024,~~ the ~~Company~~three ~~issued~~months anended ~~aggregate~~March ~~of 600~~31,~~000~~ ~~shares~~2026 ~~in the common stock of the Company to two independent directors~~ and ~~the~~March ~~Chief~~31, ~~Financial~~2025, ~~Officer~~no ofamounts ~~the~~were ~~Company~~paid ~~as compensation~~ for ~~their~~interest ~~services~~or income taxes.

On8. ~~June~~Financial ~~14,~~risk ~~2024, the Company issued 300,000 common stock to a vendor in settlement of an invoice for services totaling CAD$15,000.~~management

Capital management

The Company manages its capital structure and adjusts it, based on the funds available to the Company, to support the acquisition and exploration of exploration and evaluation assets. In the management of capital, the Company includes components of shareholders’ equity. The Board of Directors does not establish quantitative return on capital criteria for management but rather relies on the expertise of the Company’s management to sustain future development of the business. The properties in which the Company currently has an interest are in the exploration stage as such the Company is dependent on external financing to fund activities. To carry out planned exploration and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geological or economic potential, fits with the existing asset portfolio, and if it has adequate sufficient financial resources to do so.

The Company is not currently subject to externally imposed capital requirements. There were no changes to the Company’s capital management during the three months ended March 31, 2026.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

~~In January~~(Expressed 2024, the Company completed the sale of an aggregate of CAD$200,000 of its Units at a purchase price of CAD$0.04 per Unit for a total of 5,000,000 Units. Each Unit consisted of one share of Common Stock and one common stock purchase warrant exercisable for one year to purchase one additional share of Common Stock at a price of CAD$0.05 per share. $27,812 previously classified as a related party account payable was used towards the funds required for the investment in ~~the~~Canadian ~~private placement.~~Dollars)

InFor the ~~January~~three ~~2024,~~months ~~the~~ended ~~Company~~March ~~issued 685~~31,~~564~~ ~~common stock~~2026 toand aMarch ~~vendor in settlement of invoices for services totaling CAD$34~~31,~~278.~~ 2025

c)8. ~~Stock~~Financial ~~options~~risk management (continued)

~~The~~Financial ~~Company~~instruments ~~adopted~~- ~~its~~fair 2020 Equity Incentive Plan (the “Plan”) which became effective in January 2021. Under the Plan, the Company is authorized to issue up to 10 million common shares pursuant to grants and the exercise of rights under the Plan. Effective March 10, 2021, the Corporation adopted a deferred compensation and equity award plan (the “Deferred Compensation Plan”). Restricted share units awarded pursuant to the Deferred Compensation Plan shall vest in the manner determined by the Board with respect to such award. Restricted share units have no voting rights, and no amount due or payable under the Deferred Compensation Plan or any interest in the Deferred Compensation Plan, shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, garnishment, lien, levy or like encumbrance.value

AFinancial ~~summary~~instruments ofmeasured ~~the~~at ~~Company’s~~fair ~~stock~~value ~~option~~on ~~activity~~the iscondensed asinterim ~~follows~~consolidated statements of financial position are summarized into the following fair value hierarchy levels:

Schedule of stock option activity
	Stock options outstanding		Weighted average exercise price
	#		$
Balance December 31, 2022		4,980,000		0.07
Granted		250,000		0.07
Balance, December 31, 2023		5,230,000		0.07
Granted		0		0
Balance December 31, 2024		5,230,000		0.07
Granted		2,750,000		0.04
Balance, September 30, 2025		7,980,000		0.06

	·	Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

	·	Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).

	·	Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

A summary of the Company’s outstanding and exercisable stock options as at September 30, 2025 is as follows:

Summary of financial risk management
	Level 1		Level 2		Level 3			Total
	$		$		$			$

March 31, 2026
Investments in securities		2,165,237		–		–			2,165,237
		2,165,237		–		–			2,165,237

December 31, 2025
Investments in securities		4,030,559		–		–			4,030,559
Warrant liability		–		–		(1,832,191	)		(1,832,191	)
		4,030,559		–		(1,832,191	)		2,198,368

Schedule of outstanding and exercisable stock options
Expiry date	Number of options outstanding		Number of options exercisable		Weighted average exercise price		Weighted average remaining life
	#		#		$		Years
March 22, 2026		2,000,000		2,000,000		0.09		0.47
October 12, 2032		2,980,000		2,980,000		0.06		7.04
January 16, 2028		250,000		250,000		0.07		2.30
June 12, 2035		2,750,000		2,750,000		0.04		9.70
		7,980,000		7,980,000		0.06		6.16

The fair value of cash and accounts payable approximate their carrying values due to their short term to maturity. The investment in securities is recorded at the fair value through profit and loss using Level 1 inputs.

The warrant liability was measured at fair value through profit and loss using level 3 inputs. During the three months ended March 31, 2026 and the year ended December 31, 2025, there were no transfers between categories in the fair value hierarchy.

~~ATHENA~~Athena ~~GOLD~~Gold ~~CORPORATION~~Corporation

Notes to the Condensed Interim Consolidated Financial Statements

~~(Expressed~~Unaudited in– USPrepared ~~dollars~~by ~~- unaudited)~~Management

A(Expressed ~~summary of the Company’s weighted average inputs used~~ in ~~the~~Canadian ~~Black-Scholes option pricing model to calculate the fair value of the stock options granted during the nine months ended September 30, 2025 and the year ended December 31, 2024 is as follows:~~ Dollars)

Schedule of assumptions
	2025		2024
Share price	$	0.03		N/A
Exercise price	$	0.04		N/A
Expected life		10.00		N/A
Risk-free interest rate		3.33%		N/A
Expected volatility		145.56%		N/A
Expected annual dividend yield		0.00%		N/A

For the three months ended March 31, 2026 and March 31, 2025

~~NOTE~~ 8. –Financial ~~COMMITMENTS~~risk ~~AND~~management ~~CONTINGENCIES~~(continued)

~~Ontario~~Financial ~~Claim~~instruments ~~holders~~– must satisfy required annual units of assessment work to keep their claims in good standing. They must perform early exploration work and submit an assessment work report through the Mining Lands Administration System (MLAS). Current annual work commitment is CAD$74,800 per annum on the Laird Lake claims. Assessment work has been completed to maintain these claims until January 2027. risk

NOTE 9 – RELATED PARTY TRANSACTIONS

Management and Consulting Fees

The Company was subject to a month-to-month management agreement with John Power requiring a monthly payment of $2,500 as consideration for the day-to-day management of Athena, $7,500 and $15,000 was recorded as management fees and are included in general and administrative expenses in the accompanying consolidated statements of operations for the nine months ended September 30, 2025 and 2024, respectively. The management agreement was terminated after the March 31, 2025 payment with Mr. Power being replaced by Koby Kushner as CEO.

On April 1, 2025, the Company engaged in a company wholly owned and controlled by the CEO (Brie) for executive services of CAD$24,000 plus HST for April, May and June 2025 and CAD$8,000 plus HST each month thereafter. In the event of a change of control, Brie will be entitled to a cash payment of 12 times the monthly services fee and for every full year of services completed the change of control fee will increase by three months of services fee. The increase is capped at 18 months of compensation. Brie has been paid CAD$110,280 for the nine months ended September 30, 2025.

On April 25, 2025, the Company engaged Nemo Resources Inc (Nemo) for exploration management services for CAD$12,000 plus HST per month. If the agreement is terminated by the Company, Nemo will receive a cash payment of CAD$90,000. In the event of a change of control, Nemo will be entitled to a cash payment of no less than CAD$200,000. Benjamin Kuzmich is the VP of Exploration for Athena and is a director, employee, and controlling shareholder of Nemo. Andrew Jedemann is the Exploration Manager for Athena and is a shareholder and employee of Nemo. Koby Kushner is the CEO of Athena and is a director and controlling shareholder of Nemo.

The Company paid the Chief Financial Officer for consulting services $36,180 and $24,120 for the nine months ended September 30, 2025 and 2024, respectively.

ATHENA GOLD CORPORATION

Notes to the Financial Statements

(Expressed in US dollars - unaudited)

Director fees and share-based compensation

There were no cash payments for director fees for the nine months ended September 30, 2025 and 2024.

On June 12, 2025, the Company issued 2,000,000 options to officers and directors of the total 2,750,000 options issued on that date resulting in share-based compensation of $89,277 for the nine months ended September 30, 2025.

On June 7, 2024, the Company issued an aggregate of 600,000 common shares of the Company to two independent directors and the Chief Financial Officer of the Company as compensation for their services resulting in SBC expense of $24,000 for the nine months ended September 30, 2024.

Advanced deposits and accounts payable

In December 2023, the Company received an advanced deposit for investment into the January 2024 private placement from John Gibbs for $25,000 and from John Power for $21,000. In addition, John Power is due approximately $2,567 and $94,655 as of September 30, 2025 and 2024, respectively for expense reports and other advances made to the Company.

Note payable

On June 7, 2024, the Company executed a promissory note with John Power, for $100,000 at 6% with a January 2, 2026 maturity date.

Common shares issued in private placements

As part of the private placement of units on June 30, 2025 (Note 7(b)), Brie purchased 1,440,000 units in the offering.

NOTE 10 – FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The classification of each measurement within this hierarchy is based on the lowest-level significant input used in valuation. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly

Level 3 - Inputs that are not based on observable market data

The fair value of cash, prepaid expenses, accounts payable, advanced deposits, and note payable approximate their carrying values due to their short term to maturity. The investment in securities is recorded at the fair value through profit and loss using Level 1 inputs.

ATHENA GOLD CORPORATION

Notes to the Financial Statements

(Expressed in US dollars - unaudited)

The warrant liabilities are measured at fair value through profit and loss using level 3 inputs (Note 3). During the years ended December 31, 2024 and 2023, there were no transfers between categories in the fair value hierarchy.

The Company's financial instruments are exposed in varying degrees to a variety of financial risks. The Board of Directors approves and monitors the risk management processes as follows:

Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty fails to meet an obligation under contract. Credit risk exposure arises with respect to the Company'’s cash and cash equivalents, including cash and a guaranteed investment certificate held in a financial institution, and deposits. The risk exposure is limited because the Company places its cash and cash equivalents in institutions of high credit worthiness within Canada and the United States. The Company’s investment in securities is exposed to credit risk.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company does not hold any financial instruments with variable interest rates, other than cash equivalents and, therefore, is not exposed to significant interest rate risk.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. As the Company’s operations do not generate cash, financial liabilities are discharged using funding through the issuance of common shares or debt as required. As at ~~December~~March 31, ~~2024~~2026, the Company had sufficient cash on hand to discharge its financial liabilities as they become due. ~~but~~Refer ~~will~~to ~~require~~Note 1 ~~additional~~for ~~funding~~going toconcern ~~continue operations~~disclosures.

~~Commodity~~Market ~~price~~ risk

~~The~~Market ~~Company’s~~risk ~~ability~~is tothe ~~raise~~risk ~~capital~~that tothe ~~fund~~fair ~~exploration~~value or ~~development~~future ~~activities~~cash isflows ~~subject~~of toa ~~risks~~financial ~~associated~~instrument ~~with~~will ~~fluctuations~~fluctuate inbecause ~~the~~of changes in market ~~price~~prices. Market risk comprises three types of ~~gold~~risk: currency risk, interest rate risk, and other price risk. The Company ~~closely~~is not exposed to material other price risk as it does not ~~monitors~~have ~~commodity~~any ~~prices~~financial instruments subject to ~~determine~~this ~~the~~risk. ~~appropriate~~The ~~course~~Company’s exposure to and management of ~~action~~market torisk behas ~~taken~~not changed materially from the prior year.

~~Foreign~~(i) ~~exchange~~Interest rate risk

Athena Gold Corporation

Notes to the Condensed Interim Consolidated Financial Statements

Unaudited – Prepared by Management

(Expressed in Canadian Dollars)

For the three months ended March 31, 2026 and March 31, 2025

8.	Financial risk management (continued)

(ii)

Currency risk

Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in its functional currency. The Company does not manage currency risk through hedging or other currency management tools. At ~~September~~March 3031, ~~2025~~2026, the Company is exposed to foreign ~~exchange~~ exchange risk through ~~its~~certain ~~warrant~~payables ~~liability~~denominated ~~and~~in ~~certain~~US ~~payables~~dollars. The Company does not consider exposure to foreign exchange risk to be material.

27(iii) Commodity price risk

The Company’s ability to raise capital to fund exploration or development activities is subject to risks associated with fluctuations in the market price of gold. The Company closely monitors commodity prices to determine the appropriate course of action to be taken.

9.	Segmented information

The Company operates in one reportable operating segment being the acquisition, exploration, and evaluation of mineral properties in Canada and the USA. As at March 31, 2026, the Company holds non-current assets comprising mineral property interests of $4,791,780 (December 31, 2025 - $4,791,780) in the USA. The remainder of the Company’s non-current assets are located in Canada.

10.

Events after the reporting period

In April 2026, the Company was awarded $200,000 in non-dilutive grant funding from the Ontario government through the Ontario Junior Exploration Program (“OJEP”) administered by the Ontario Ministry of Mines.

In April 2026, the Company granted 250,000 stock options exercisable at $0.49 each to an officer and certain consultants of the Company. The options vested immediately and have a ten year term to expiry.

ATHENA GOLD CORPORATION

Notes to the Financial Statements

(Expressed in US dollars - unaudited)

NOTE 11 – SEGMENTED INFORMATION

The Company is managed as one reportable segment: North America. The North American segment conducts exploration and evaluation activities at the Company’s principal assets, the Excelsior Springs, Laird Lake and Oneman Lake projects. This segment does not presently report any revenues from operations. Through this segment, the Company seeks to position its projects as development opportunities within the gold, silver, and other metals sectors.

The Company’s Chief Operating Decision Maker is the Chief Executive Officer (“CODM”). The CODM uses the consolidated statement of operations and comprehensive income (loss) as the measure of segment profit and loss to assess performance and allocate resources. The measure of segment assets is reported on the consolidated balance sheets as “Total assets” and the measure of segment capital expenditures is reported on the consolidated statements of cash flows as “Acquisition of mineral properties.”

The Company reported no revenues during the nine months ended September 30, 2025 and 2024. The geographic location of all long lived assets is described in Note 2. The following table represents our major segment expenses:

Schedule of geographic location of all long lived assets
Nine months ending	9/30/2025		9/30/2024
Exploration, evaluation and project expenses	$	471,935	$	134,585
General and administrative expenses		591,495		284,708
Other		287,167		(1,101,653	)
Net income (loss)	$	1,350,597	$	(682,360	)

NOTE 12 – SUBSEQUENT EVENTS

On November 17, 2025, the Company announced a non-brokered private placement for aggregate gross proceeds of up to CAD$2,000,000 (the “Offering”) that will consist of a combination of:

	·	CAD$1,500,000 through the issuance of up to 21,428,571 flow-through common shares (the “FT Shares”) at a price of CAD$0.07 per FT Share; and
	·	CAD$500,000 through the issuance of up to 8,333,333 non-flow-through units (“NFT Units) at a price of CAD$0.06 per NFT Unit.

During October 2025, the Company sold 3,475,000 shares of Mammoth and received net proceeds of $369,050 (AUD$572,344).

ATHENA GOLD CORPORATION

MANAGEMENT’S DISCUSSION & ANALYSIS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2025~~ ~~AND 2024~~2026

~~(Unaudited)~~27

~~This~~ATHENA ~~management’s~~GOLD discussion and analysis (“MD&A”) of the financial condition and results of operations of Athena Gold Corp. (the “Company” or “Athena”), together with its wholly owned subsidiaries constitutes management’s review of the factors that affected the Company’s financial and operating performance for the three and nine months ended September 30, 2025 and 2024. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 Continuous Disclosure Obligations. This MD&A should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and related notes for the three and nine months ended September 30, 2025 and 2024 (the “Financial Statements”) which have been prepared in accordance with IAS 34 Interim Financial Reporting. Accordingly, the MD&A should be read in conjunction with the Company’s audited consolidated financial statements for the years ended December 31, 2024 and 2023 (the “Annual Financial Statements”), as some disclosures from the Annual Financial Statements have been condensed or omitted.CORPORATION

In this MD&A, unless the context otherwise dictates, a reference to “us”, “we”, “our”, or similar terms refers to the Company. The results for the periods presented are not necessarily indicative of the results that may be expected for any future period. The first, second, third and fourth quarters of the CompanyManagement’s ~~fiscal~~Discussion ~~years are referred to as “Q1”, “Q2”, “Q3”~~ and ~~“Q4”, respectively. The nine months ended September 30, 2025 and 2024 are referred to as “YTD 2025” and “YTD 2024” respectively.~~Analysis

~~All~~This ~~monetary~~Management’s ~~amounts~~Discussion inand ~~the~~ Analysis ("MD&A") ~~are~~of ~~expressed in~~Athena ~~United~~Gold ~~States~~Corp. ~~dollars~~(“Athena”, ~~the~~“we”, ~~presentation~~“our” ~~currency~~or of the “Company”) ~~and~~for the ~~its~~three ~~subsidiaries,~~months ~~except~~ended ~~number~~March of31, ~~shares~~2026, oris asintended ~~otherwise indicated. References~~ to ~~“CAD”~~help orthe ~~“CA$”~~reader ~~are~~understand toour ~~Canadian~~operations, ~~dollars~~financial performance, and ~~references~~current toand future ~~“AUD”~~business orenvironment. ~~“AU$” are~~This toMD&A ~~Australian~~should ~~dollars.~~be ~~The~~read ~~functional~~in ~~currency~~conjunction ofwith the Company’s ~~and~~unaudited ~~its~~condensed ~~subsidiaries~~interim isconsolidated financial ~~disclosed~~statements infor the ~~notes~~three tomonths ~~the~~ended ~~Financial~~March ~~Statements. Additional~~31, ~~information~~2026, ~~regarding~~and the ~~Company~~audited isannual ~~available~~consolidated onfinancial ~~SEDAR+~~statements atfor ~~www.sedarplus.ca~~the year ended December 31, 2025, and the ~~Company’s~~related ~~website~~notes atthereto ~~www~~(collectively, the “financial statements”).~~athenagoldcorp.com. This~~ ~~MD&A~~The ~~has~~financial statements have been prepared ~~effective~~in asaccordance ofwith ~~November~~IFRS ~~21,~~Accounting ~~2025~~Standards (as issued by the ~~“MD&A~~International ~~Date~~Accounting Standards Board (“IFRS”).

The Company adopted IFRS Accounting Standards with an effective date of January 1, 2023. The Company had previously reported under United States Generally Accepted Accounting Principles (US GAAP). The Company’s material accounting policies are disclosed in the notes to the financial statements. See “Material Accounting Policies” below for further details in addition to a change in the Company’s presentation currency and functional currency, both effective January 1, 2026.

All monetary amounts in this MD&A are expressed in Canadian dollars, unless otherwise indicated. References to “USD” are to United States dollars and references to “AUD” are to Australian dollars. Additional information regarding the Company is available on SEDAR+ at www.sedarplus.ca and the Company’s website at www.athenagoldcorp.com. The information contained in this MD&A has been prepared as at May 29, 2026 (the “MD&A Date”), unless otherwise indicated.

Caution Regarding Forward-Looking Statements

Some of the information presented in this MD&A constitutes “forward-looking statements”. These forward-looking statements include, but are not limited to, statements that include terms such as “may,” “will,” “intend,” “anticipate,” “estimate,” “expect,” “continue,” “believe,” “plan,” or the like, as well as all statements that are not historical facts. Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from current expectations. Although we believe our expectations are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially from expectations.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Factors that could cause the actual results to differ include commodity price fluctuations, capital market access, global economy and politics, government regulations, environmental restrictions, exploration results, mineral title disputes, limitation on insurance coverage and availability of consultants delivering timely services, as well as those factors discussed in the section entitled “Risks and Uncertainties” in this MD&A.

This MD&A contains forward-looking information and statements, which may include but are not limited to, statements with respect to: the financial and operating performance of the Company; strategies, and outlook; planned capital and/or exploration expenditures; costs and timing of exploration or development of new and existing mineral resource projects; requirements for additional capital and the Company’s ability to raise sufficient capital to continue its operations, and the related cost of capital; estimated future working capital, funds available and the uses of funds; or the intention to grow the business from a mineral exploration, drilling, or development perspective.

ATHENA GOLD CORPORATION

Management’s Discussion and Analysis

Management’s Responsibility for Financial Statements

The information provided in this MD&A, including the ~~audited consolidated~~ financial statements, are the responsibility of management. In the preparation of ~~these~~the ~~consolidated~~ financial statements, estimates are sometimes necessary to ~~make~~determine acarrying ~~determination~~or ofrecoverable ~~the future~~ values for certain assets or liabilities. Management believes such estimates have been based on careful judgments and have been properly reflected in the ~~accompanying condensed interim consolidated~~ financial statements. Management maintains a system of internal controls to provide reasonable assurance that the Company’s assets are safeguarded and to facilitate the preparation of relevant and timely information.

Business Overview

Athena Gold Corporation is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December 23, 2003, and began our mining operations in 2010. On March 27, 2025, the ~~stockholders~~shareholders of the Company ~~voted~~approved tothe re-~~domesticate~~domestication of the Company ~~from~~to change its corporate jurisdiction from the ~~state~~State of Delaware to the Province of British Columbia, Canada by means of a “merger” into ~~its~~a British Columbia ~~subsidiary~~corporation under the Delaware General Corporation Law and a “continuation” followed by an amalgamation under the Business Corporations Act (British Columbia). On April 15, 2025, the amalgamation occurred between Athena and Nova Athena ~~Gold~~and ~~Corp~~concurrently Nova Athena changed its name to Athena. The Company’s head office is at Suite 204, 1497 Martin St., White Rock, British Columbia, Canada V4B 3W8.

The Company is listed on the Canadian Securities Exchange (“CSE”) trading under the symbol “ATHA” and is co-listed on the United States (“US”) OTCQB trading under the symbol “AHNRF”. After the shareholders’ approval of the re-domestication (March 27, 2025), the Company became a foreign private issuer under the United States Securities and Exchange Commission, as it is incorporated outside of the United States. The Company now files an annual Form 20-F instead of a Form 10-K, and quarterly Form 6-K instead of a 10-Q.

The Company’s properties do not have any reserves. The Company plans to conduct exploration programs on these properties with the objective of ascertaining whether any of its properties contain economic concentrations of precious and base metals that are prospective for mining.

~~Results~~Recent ofCorporate ~~Operations for the Three Months Ended September 30, 2025 and 2024~~Developments

	Three Months Ended
	9/30/25			9/30/24
Operating expenses
Exploration, evaluation and project expenses	$	165,695		$	72,185
General and administrative expenses		107,955			80,311
Total operating expenses		273,650			152,496
Net operating loss		(273,650	)		(152,496	)
Other income		1,410			0
Interest expense		(2,005	)		(1,529	)
Realized loss on investment		3,621			(12,452	)
Unrealized gain on investment		1,799,203			46,239
Revaluation of warrant liability		(146,815	)		(43,763	)
Net income (loss)	$	1,381,764		$	(164,001	)

On February 5, 2026 and March 19, 2026, the Company provided exploration updates from its Excelsior Springs Project (“Excelsior Springs”) in Nevada and its Laird Lake Project in Ontario. Mammoth Minerals Limited (“Mammoth”) has been aggressively exploring Excelsior Springs, per its option agreement to earn 80% interest in the project over five years, providing Athena a free-carry to definitive feasibility study thereafter (see press releases dated June 2, 2025, and August 22, 2025). Recently, Mammoth reported announcements from its ongoing exploration campaign (refer to Mammoth press release dated February 5, 2026).

~~Results~~On March 12, 2026, the Company acquired a 100% interest in the Forester Gold Project located in Northwestern Ontario, Canada, through the acquisition of ~~Operations~~a ~~for~~private British Columbia holding company, Last Bounty Gold Corp., (“Last Bounty”) by way of a Share Purchase Agreement executed on February 25, 2026. Pursuant to the ~~Nine~~agreement, ~~Months~~the ~~Ended~~Company ~~September~~issued 304,242,429 ~~2025~~common shares at a price of $0.54 per share for a total fair value of $2,310,000, less $13,293 in cash reimbursements from Last Bounty (see press releases dated February 26, 2026 and ~~2024~~March 13, 2026).

	Nine Months Ended
	9/30/25			9/30/24
Operating expenses
Exploration, evaluation and project expenses	$	471,935		$	134,585
General and administrative expenses		591,495			284,708
Total operating expenses		1,063,430			419,293
Net operating loss		(1,063,430	)		(419,293	)
Other income		34,897			0
Interest expense		(4,981	)		(1,907	)
Realized loss on investment		(3,315	)		(12,452	)
Unrealized gain (loss) on investment		2,216,389			(11,585	)
Revaluation of warrant liability		171,037			(237,123	)
Net income (loss)	$	1,350,597		$	(682,360	)

ATHENA GOLD CORPORATION

Management’s Discussion and Analysis

On April 13, 2026, the Company announced a $200,000 grant from the Ontario Government through the Ontario Junior Exploration Program (OJEP), as further discussed within exploration costs below. The grant funding is non-repayable and non-dilutive.

Maiden Drill Program at Laird Lake Project

On April 2, 2026, the Company announced that mobilization for its maiden drill program at the Laird Lake project which marks the official commencement of a fully funded, ~5,000-metre, ~ten-hole diamond drill program. The drill campaign is specifically designed to test high-priority geophysical anomalies, as well as showings within or nearby the previously identified geochemical anomalies. The Company received permits for the program as announced in the press release dated March 2, 2026.

On April 21, 2026, the Company provided an exploration update from its ongoing maiden drilling campaign, with the first hole targeting the G1 geophysical anomaly on the western portion of the project. The hole was successfully drilled to its target depth of 336 m, intersecting broad zones of prospective sulfide mineralization.

On May 15, 2026, the Company provided a further update from its ongoing maiden drill campaign to which it is currently awaiting on assays from Hole LL-26-001 which intersected a broad zone of sulfidized banded iron formation (see Company press release dated April 21, 2026). Holes LL-26-002 and LL-26-003 were designed to test the prospective Balmer–Confederation assemblage contact on the eastern portion of the project, as well as newly modelled geophysical anomalies. Core logging indicates that both holes successfully intersected this key geological boundary, while also intersecting alteration, veining and sulphide mineralization that the Company believes are consistent with a classic Red Lake style mineralizing environment.

Results of Operations

Three months ended March 31, 2026 and March 31, 2025

	March 31, 2026			March 31, 2025
	$			$
Expenses
Exploration and evaluation costs (recovery)		(104,601	)		76,623
General and administrative expenses		311,035			301,979
Loss from operating expenses		(206,434	)		(378,602	)
Interest expense		–			(3,141	)
Other income		440			–
Gain (loss) on investments		(1,838,922	)		105,100
Revaluation of warrant liability		–			424,295
Income (loss) and comprehensive income (loss) for the period		(2,044,916	)		147,652

~~Exploration~~ATHENA ~~and~~GOLD ~~evaluation expenses:~~CORPORATION

~~Exploration expenses for the nine months ended September 30, 2025 totaled approximately $472,000. Funds were used to complete fieldwork on the Company~~Management’s ~~100%-owned~~Discussion ~~Laird Lake gold project. During the period, the Company engaged Bayside Geoscience of Thunder Bay, Ontario to execute a property-wide glacial till sampling survey followed by a targeted prospecting~~ and geological mapping program based on the till results. These systematic programs were designed to identify and refine high-priority drill targets across the largely underexplored Laird Lake property. The 2025 field program data will be compiled and interpreted to guide a maiden diamond drilling program planned for Q1 2026.Analysis

~~Operating~~Exploration ~~expenses~~and evaluation costs:

~~For~~Exploration costs for the three months ended ~~September~~March 31, 302026, ~~2025~~totaled approximately $95,000 before recognizing a $200,000 non-dilutive grant from the ~~Company~~Ontario ~~increased~~Government ~~general~~through the Ontario Junior Exploration Program (OJEP) which has been recorded as a recovery of exploration and ~~administrative~~evaluation ~~expenses~~costs byincurred ~~approximately~~in ~~$28~~prior years. Funds were used to complete fieldwork on the Company’s 100%-owned Laird Lake gold project. The Company engaged Bayside Geoscience of Thunder Bay,~~000~~ Ontario to execute a property-wide glacial till sampling survey followed by a targeted prospecting and geological mapping program based on the till results. These systematic programs were designed to identify and refine high-priority drill targets across the largely underexplored Laird Lake property. The ~~increase~~field ~~was~~program ~~due~~data will be compiled and interpreted to guide the ~~following~~Company's ~~approximate~~maiden ~~year~~diamond ~~over~~drilling program, ~~year~~which ~~variances:~~commenced in April 2026 and is currently underway.

Three months ending	9/30/2025		9/30/2024		Variance
Legal and other professional fees	$	91,000	$	40,000	$	51,000
Stock exchange fees and related expenses		11,000		26,000		(15,000	)
Other general expenses		6,000		14,000		(8,000	)
Total	$	108,000	$	80,000	$	28,000

General and administrative (G&A) expenses:

~~For~~A ~~the~~breakdown ~~nine~~of ~~months~~G&A ~~ended~~expenses ~~September~~and ~~30,~~a ~~2025,~~discussion of ~~the~~variances ~~Company~~between ~~increased~~the ~~general and~~three ~~administrative~~months ~~expenses~~ended byMarch ~~approximately $306~~31,~~000.~~ ~~The~~2026 ~~increase~~and ~~was~~March ~~due~~31, to2025, ~~the~~is ~~following~~as ~~approximate year over year variances~~follows:

Nine months ending	9/30/2025			9/30/2024		Variance
	March 31, 2026			March 31, 2025		Change
Legal and other professional fees	$	459,000		$	188,000	$	271,000
	$			$		$
Share based compensation		89,000			25,000		64,000
Legal and other professional fees		232,168			265,263		(33,095	)
Stock exchange fees and related expenses		37,000			53,000		(16,000	)
Share-based payments		100,936			–		100,936
Other general expenses		6,000			19,000		(13,000	)
Exchange, regulatory and related expenses		18,945			33,861		(14,916	)
Total	$	591,000		$	285,000	$	306,000
Other general expenses		(41,014	)		2,855		(43,869	)
General and administrative expenses		311,035			301,979		9,056

· Legal and other professional fees ~~increased~~decreased for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2025~~2026 compared to prior year, due to the costs associated with the 2025 re-domestication of the Company from the state of Delaware to the Province of British Columbia, by merger into its British Columbia subsidiary, Nova Athena Gold Corp. ~~Additionally~~· During the three months ended March 31, ~~there~~2026, 204,040 options were ~~investor~~granted ~~relations~~to ~~fees~~directors of the Company with a weighted average exercise price of $0.59 each expiring on March 19, 2036 which vested immediately. The fair value of options granted during the three months ended March 31, 2026, was approximately $~~115~~0.49 per option,~~000~~ for an aggregate total of $100,936. · Exchange and regulatory fees decreased in 2026 with the ~~nine~~reduction ~~months~~in costs for state franchise fees charged in the United States. · Other general expenses were impacted in 2026 with the change in functional and presentation currency. As a result of the Company presenting its financial statements in CAD for all periods herein, which differs from the Company’s functional currency being USD as at and for the year ended ~~September~~December 3031, 2025 and as at January 1, 2025 (and all prior periods), a cumulative translation adjustment is recognized in the statements of financial position as at December 31, 2025 and January 1, 2025. As at January 1, 2026, the Company eliminated its cumulative translation adjustment upon aligning its presentation and functional currency effective January 1, 2026.

· Share based compensation increased with the issuance of 2,750,000 options, 100% vested on June 30, 2025 with a $89,000 valuation compared to 600,000 shares issued on June 7, 2024 with a $24,000 valuation.

Other income and expense:

· In the nine months ended September 30, 2025. other income included a non-refundable fee of $31,834 (AUD$50,000) received from Firetail Resources Limited that provided an exclusive period to perform due diligence on the option to acquire an 80% interest of the Company’s Excelsior Springs Project.

· The unrealized gain on investment is due in large part to the increase in the share price of Carlton Precious securities from CAD$0.06 to CAD$0.26 and to the increase in the share price of Mammoth Minerals securities from AUD$0.10 to AUD$0.16 held by the Company.

· The revaluation of warrant liability expense was impacted by the net decrease in warrants for the nine months ended September 30, 2025 by approximately 24,000,000.

ATHENA GOLD CORPORATION

Management’s Discussion and Analysis

Other income and expense:

The unrealized loss on investments was primarily attributable to the decline in the share price of the Company’s 28,525,000 common shares of Mammoth from AUD$0.12 as at December 31, 2025 to AUD$0.05 as at March 31, 2026 resulting in a significant unrealized fair value loss recognized through profit or loss.

Summary of Quarterly Performance

	Q3 2025			Q2 2025			Q1 2025		Q4 2024
	2026			2025										2024
	$			$			$		$
Figures in $	Q1			Q4			Q3		Q2			Q1		Q4		Q3			Q2
Net income (loss)		1,381,764			(136,606	)		105,439		45,418
Income (loss)		(2,044,916	)		(2,080,497	)		1,940,434		(192,619	)		147,652		61,106		(224,909	)		(241,382	)
Income per common share – basic and diluted		0.01			0.00			0.00		0.00
Income (loss) per share - basic and diluted		(0.06	)		(0.01	)		0.01		0.00			0.00		0.00		0.00			0.00

	Q3 2024		Q2 2024			Q1 2024		Q4 2023
	$		$			$		$
Net income (loss)		164,001		(176,745	)		341,614		103,076
Income per common share – basic and diluted		0.00		0.00			0.00		0.00

The Company’s financial performance continues to be significantly influenced by fluctuations in the fair values of its public company investments in Carlton Precious Inc. (“Carlton”), Bravada Gold Corporation (Bravada) and Mammoth, each of which are measured at Fair Value Through Profit or Loss (“FVTPL”) with unrealized gains or losses recognized within income (loss). As a result, quarterly income (loss) may vary substantially from period to period based on market movements unrelated to the Company’s operating activities.

The Company’s financial performance continues to be significantly influenced by fluctuations in the fair values of its equity investments in Carlton Precious Inc. (“CPI”) and Mammoth Minerals Limited (“Mammoth”), both of which are measured at fair value through profit or loss (“FVTPL”). As a result, quarterly net income or loss may vary substantially from period to period based on market movements unrelated to the Company’s operating activities.

For Q3 2025, the Company recorded net income of $1,381,764, driven primarily by a significant unrealized gain on investments of $1,799,203. This gain reflects strong increases in the market prices of CPI and Mammoth during the quarter. Operating expenses increased year-over-year due to higher exploration activities, professional fees associated with the corporate redomicile to Canada, and increased investor relations expenditures. These increases were partially offset by lower stock exchange and regulatory costs.

The Q2 2025 quarter reflected a net loss of $136,606, attributable mainly to lower investment fair-value movements during the period, as well as increased legal, professional, and consulting expenditures following the redomicile and project advancement activities.

In Q1 2025, the Company recorded modest net income of $105,439, driven by market appreciation in its equity investments as well as lower corporate activity relative to Q2 and Q3 2025.

In contrast, the comparative quarters in 2024 reflect significantly lower volatility in investment fair values, as the Company’s equity holdings in CPI were substantially smaller and carried lower market values at that time.

Management expects quarterly results to continue to fluctuate based on market valuations of the Company’s investment portfolio until such time as the Company generates sustained operating cash flows through the advancement and potential development of its exploration properties.

~~Liquidity and~~ Capital Resources

The Company has no revenue generating operations from which it can internally generate funds. To date, the Company’s ongoing operations have been financed by the sale of its ~~equity~~public ~~securities~~company byinvestments, ~~way~~equity offinancings ~~public offerings,~~ (private placements) and the exercise of ~~incentive~~ stock options and share purchase warrants. The ~~Company~~ Company believes that it will becontinue ~~able~~ to ~~secure~~raise additional ~~private~~equity ~~placements~~financing ~~and~~in ~~public~~the ~~financings~~future. Although the Company has been successful in raising equity capital to date, there can be no assurance that adequate or sufficient capital will be available in the future, ~~although~~or itavailable ~~cannot~~under ~~predict~~terms acceptable to the ~~size~~Company, or ~~pricing~~that ofthe ~~any~~Company ~~such~~will ~~financings~~be able to liquidate its investments in an orderly fashion. This situation is unlikely to change until such time as the Company can develop a bankable feasibility study on one of its projects.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2025~~2026, the Company sold 1160,~~540,~~000 shares of the investment in Carlton ~~Precious~~ for $~~116~~26,~~096 (CAD$161,913)~~400.

ATHENA GOLD CORPORATION

Management’s Discussion and Analysis

Going Concern

Our financial statements have been prepared on a a going concern basis,. ~~which~~The ~~assumes~~ability ~~that~~of wethe ~~will~~Company ~~be able~~ to meet ~~our~~its obligations and continue ~~our~~ operations ~~during~~is ~~the~~dependent ~~next~~on ~~fiscal~~its ~~year. Asset~~ability ~~realization~~to ~~values~~obtain additional ~~may~~debt beor ~~significantly~~equity ~~different~~financing. ~~from~~Although ~~carrying~~the ~~values~~Company ashas ~~shown~~been successful in ~~our~~raising ~~consolidated~~equity ~~financial~~capital ~~statements~~to ~~and~~date, dothere can be no assurance ~~not~~that ~~give~~adequate ~~effect~~or sufficient capital will be available in the future or available under terms acceptable to ~~adjustments~~the Company, or that ~~would~~the Company will be ~~necessary~~able to ~~the~~liquidate ~~carrying~~its ~~values~~investments ofin ~~assets~~an ~~and~~orderly ~~liabilities~~fashion. ~~should~~These wematerial beuncertainties ~~unable~~may cast a significant doubt about the Company’s ability to continue as a going concern.

Liquidity

As ofat ~~September~~March 3031, ~~2025~~2026, wethe Company had ~~approximately~~cash of $~~260~~2,~~000 of~~864,372 ~~cash~~ and a working capital of ~~approximately~~ $45,~~656~~691,~~000~~193. AIncluded ~~major~~in ~~component of the~~ working capital ~~consists~~are ~~of shareholder~~ investments of ~~two~~in three publicly traded companies: Carlton Precious, ~~Inc~~Bravada, ~~(CPI)~~ and Mammoth ~~Minerals Limited (Mammoth)~~. As at ~~September~~March 3031, ~~2025~~2026, the Company~~’s investment~~ inheld ~~CPI is~~ 6,~~790~~595,334 Carlton Precious shares at $0.1912 ~~(CAD$0.26)~~per ~~and~~share, ~~the Company’s investment in Mammoth is 32~~154,~~000,000~~375 Bravada shares at $0.~~12 (AUD$0.185).~~57 Inper ~~addition,~~share ~~there~~(following isan ~~approximately~~8:1 ~~$154,000~~share ofconsolidation ~~unspent~~completed ~~flow-through~~on ~~expenditure~~March ~~commitments~~2, ~~which is required to be spent by December 31~~2026), ~~2026.~~and ~~This compares to cash on hand of approximately $7~~28,525,000 ~~and~~Mammoth ~~negative~~shares ~~working~~at ~~capital of approximately~~ $~~255,000~~0.05 as(AUD$0.05) atper ~~September 30, 2024~~share.

~~The~~As ~~Company expects that it will operate~~ at aMarch ~~loss for~~31, ~~the~~2026, ~~foreseeable future and believes~~ the ~~current~~Company ~~cash~~also ~~and~~had ~~cash equivalents and working capital will be sufficient for it to maintain~~approximately ~~its currently held properties~~$2, ~~fund its planned exploration~~100,000 ~~and~~of ~~fund~~unspent ~~its~~flow-through ~~currently~~expenditure ~~anticipated~~commitments, ~~general~~which ~~and~~are ~~administrative~~required ~~costs~~to ~~for~~be ~~at least~~incurred ~~the~~by ~~next~~December 1231, ~~months from the date of this report~~2026.

~~However,~~The ~~the~~ Company ~~does~~expects ~~expect~~to ~~that~~continue ~~it will be required~~ to ~~raise~~incur ~~additional~~losses ~~funds~~for ~~through public or private equity financings in~~ the ~~future~~foreseeable ~~in order to continue in business in the~~ future ~~past the immediate 12-month period~~. ~~Should~~Management ~~such~~believes ~~financing~~that ~~not~~the beCompany’s ~~available~~current incash ~~that~~resources ~~timeframe,~~and ~~the~~working ~~Company~~capital will be ~~required~~ sufficient to ~~reduce~~maintain its ~~activities~~existing ~~and~~properties, ~~will~~fund ~~not~~planned ~~be able~~exploration toprograms, ~~carry~~and ~~out~~satisfy ~~all~~anticipated ofgeneral ~~its~~and ~~presently~~administrative ~~planned~~expenditures for ~~exploration~~at ~~and,~~least ifthe ~~warranted,~~next ~~development~~12 ~~activities~~months onfrom ~~its~~the ~~currently~~date ~~anticipated~~of ~~schedule~~this MD&A.

~~Cash~~The ~~Flows~~Company may be required to raise additional capital through public or private equity financings in order to continue operations beyond the next 12 months and to fund future exploration and development activities. There can be no assurance that such financing will be available on acceptable terms, or at all. If additional financing is not available, the Company may be required to reduce or defer planned exploration and development activities.

A summary of the Company’s cash position and changes in cash and cash equivalents is as follows:

	YTD 2025			YTD 2024
	$			$
Net cash used in operating activities		(878,419	)		(226,744	)
Net cash provided by investing activities		226,112			26,241
Net cash provided by financing activities		671,903			204,248
Change in cash		19,596			3,745

Cash used in operating activities was $878,419 compared to $226,744 cash used in the prior year comparable period. The increase in cash used is mainly due to cash spent on exploration, evaluation and project expenses and general and administrative expenses in the current period as explained above.

Cash provided by investing activities was $226,112 compared to $26,241 cash provided in the prior year comparable period. The increase in cash provided is due to the sale of an 80% undivided interest in the Excelsior Springs Project for $128,116 (AUD$200,000) and from the sale of investments in YTD 2025.

Cash provided by financing activities increased to $671,903 compared to $204,248 in the prior year comparable period. and proceeds from private placements in YTD 2025 compared to proceeds from private placements and loans from related parties of 102,341 and $101,907, respectively, in YTD 2024.

Capital Management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and exploration of its mineral properties and to maintain a flexible capital structure, which optimizes the costs of capital to an acceptable risk.

As of ~~September~~March 3031, ~~2025~~2026, the capital structure of the Company consists of ~~260~~35,~~989~~820,~~086~~065 ~~shares of~~ common ~~stock with no par value~~shares. The Company manages the capital structure and adjusts it in response to changes in economic conditions, its expected funding requirements, and risk characteristics of the underlying assets. The Company’s funding ~~requirements~~ requirements are based on cash forecasts. In order to maintain or adjust the capital structure, the Company may issue new debt, new shares and/or consider strategic alliances. Management reviews its capital management approach on a regular basis. The Company is not subject to any externally imposed capital requirements.

ATHENA GOLD CORPORATION

Management’s Discussion and Analysis

Mineral Property Disposition and Investment in Securities

On May 28, 2025, the Company entered into an option agreement with Mammoth ~~granting~~Minerals ~~Mammoth~~Limited ~~the exclusive right~~ (~~Option~~Mammoth) togranting beMammoth ~~able~~an option to earn an 80% ~~undivided~~ interest in the Excelsior Springs project. In consideration of the ~~Option~~option, Mammoth has paid ~~Athena~~the Company $~~128~~178,~~115~~253 (AUD$200,000) in cash, and ~~issued~~ 32,000,000 ~~ordinary~~common shares in ~~the capital of Mammoth~~ with a fair ~~market~~ value of $2,839,872 (US$2,059,520.), ~~This~~which ~~resulted~~was inrecognized ~~reduction~~as ina ~~the~~reduction ~~carrying~~to ~~amount~~mineral ofproperties ~~mineral~~totaling ~~rights of~~$3,018,125 (US$2,187,635). ~~Mammoth~~A is1% net ~~also~~smelter ~~required~~return toroyalty ~~incur~~will ~~not~~also ~~less~~be ~~than~~provided ~~USD$5,000,000~~to inAthena ~~exploration~~Gold ~~expenditures~~on ~~over~~certain aclaims ~~five-year~~comprising ~~term, commencing from~~ the ~~Exercise Date~~Property.

~~Off~~Mammoth ~~Balance~~is ~~Sheet~~also ~~Arrangements~~required to incur not less than US$5,000,000 in exploration expenditures by May 2030. If Mammoth successfully earns its 80% interest, the parties will form a joint venture partnership that provides the Company with a 20% free-carried interest until a Definitive Feasibility Study is published. On May 15, 2026, Mammoth has advised the Buster drilling database is now being finalized for submission to independent resource consultants, marking a key step towards the delivery of Mammoth’s maiden Mineral Resource Estimate and Exploration Target, scheduled for Q3 2026.

~~The~~Related ~~Company~~party ~~had~~payables ~~no off-balance sheet arrangements as at September 30, 2025~~ and ~~as at the MD&A date.~~transactions

~~Critical~~The ~~Accounting~~Company’s ~~Policies~~related parties include key management personnel and their management entities. Key management personnel are those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity. There were no loans to key management personnel or their management entities during the three months ended March 31, 2026 and March 31, 2025.

~~The~~During ~~Company~~the ~~adopted~~three ~~IFRS~~months ~~Accounting~~ended ~~Standards~~March ~~with~~31, ~~an effective date of~~2026, ~~January 1~~204,040 ~~2023.~~stock ~~The~~options ~~Company~~were ~~had~~granted ~~previously~~to ~~reported~~directors ~~under~~of ~~United~~the ~~States~~Company ~~Generally~~to ~~Accepted~~which ~~Accounting~~$100,936 ~~Principles.~~was ~~The~~recognized ~~Company’s material~~as ~~accounting~~share-based ~~policies~~payments ~~are~~expense ~~disclosed in~~ during the ~~notes~~period tothen ~~the Financial Statements~~ended.

~~Impact~~During onthe ~~equity~~three months ended March 31, 2025, no stock options were granted to key management personnel.

The ~~following~~Company ~~table~~transacted ~~summarizes~~with the ~~impact~~following ~~on the Company’s equity~~related ~~accounts on January 1, 2023~~parties:

Account	As reported		Adjustment			Re-stated
	$		$			$
Deficit		11,702,799		(66,566	)		11,636,233
Additional paid-in capital		16,652,602		(420,247	)		16,232,355
Options reserve		0		336,940			336,940

	(d)	Koby Kushner is the Chief Executive Officer (“CEO”), a position he has held from March 27, 2025, and is also a director of the Company. Mr. Kushner controls Brie Inc. (“Brie”), which provides executive services to the Company ($8,000 per month). Mr. Kushner is also a controlling shareholder and director of Nemo Resources Inc. (“Nemo”), an entity engaged to provide exploration management services to the Company ($12,000 per month).

		John Power was the former CEO of the Company from September 1, 2021 until March 31, 2025, (previously charging US$2,500 per month). Mr. Power is also a Company director. Fees charged by both parties are recognized within general and administrative expenses.

	(e)	Benjamin Kuzmich is the Vice President of Exploration. He jointly controls Nemo which provides exploration management services to the Company ($12,000 per month). Mr. Kuzmich is also an employee and director of Nemo. Andrew Jedemann is the Exploration Manager for the Company and is a shareholder and employee of Nemo.

	(f)	Ty Minnick is the Chief Financial Officer (“CFO”). Mr. Minnick provides the Company with accounting, corporate secretarial, and executive services which are recognized within general and administrative expenses.

The following table summarizes the impact on the Company’s equity accounts on December 31, 2023:

Account	As reported		Adjustment			Re-stated
	$		$			$
Deficit		11,090,050		(95,132	)		10,994,918
Additional paid-in capital		17,391,148		(455,211	)		16,935,937
Options reserve		0		358,146			358,146

~~The~~ATHENA ~~following~~GOLD ~~table summarizes the impact on the Company’s equity accounts on December 31, 2024:~~CORPORATION

Account	As reported		Adjustment			Re-stated
	$		$			$
Deficit		11,726,568		(94,708	)		11,631,860
Additional paid-in capital		17,861,545		(455,765	)		17,405,780
Options reserve		0		358,458			358,458

Management’s Discussion and Analysis

~~Comprehensive~~In ~~income~~the event of a change of control, Brie will be entitled to a cash payment of 12 times the monthly services fee and for every full year of services completed the change of control fee will increase by three months of services fee. The increase is capped at 18 months of compensation. In the event of a change of control, Nemo will be entitled to a cash payment of no less than $144,300 (CAD$200,000).

~~For~~The ~~the~~transactions ~~years ended December 31, 2024~~ and ~~2023,~~outstanding ~~the Company~~balances ~~reported a net loss of $636,518 and a net income of $612,748, respectively. In connection~~ with ~~the adoption of IFRS Accounting~~ ~~Standards,~~related ~~the~~parties ~~Company’s~~are ~~net~~as ~~loss for the year ended December 31, 2024 increased by $424. For the year ended December 31, 2023, the Company’s net income increased by $28,567.~~follows:

Significant Accounting Judgements and Sources of Estimation Uncertainty

		Transactions three months ended March 31, 2026 $		Transactions three months ended March 31, 2025 $		Balances outstanding March 31, 2026 $		Balances outstanding December 31, 2025 $
	Brie		24,000		–		–		–
	John Power		–		10,766		–		8,325
(1)	Nemo		24,000		–		–		–
	Ty Minnick		26,036		16,537		11,250		–
			74,036		27,303		11,250		8,325

~~The~~(1) ~~Company’s~~Includes ~~significant~~geological ~~accounting~~services ~~judgements and sources~~ of ~~estimation~~$21,600 ~~uncertainty~~(2025 ~~are~~- ~~disclosed~~$nil) infor ~~the~~three ~~notes~~months toended ~~the~~March ~~Financial~~31, ~~Statements.~~2026

~~Proposed~~Balances ~~Transactions~~outstanding with related parties are included within accounts payable and accrued liabilities.

The Company had no proposed transactions as at September 30, 2025 and as at the MD&A date, other than those disclosed elsewhere in the MD&A.

Related Party Transactions

Management and Consulting Fees

The Company paid the Chief Financial Officer for consulting services $36,180 and $24,120 for the nine months ended September 30, 2025 and 2024, respectively.

Director fees and share-based compensation

There were no cash payments for director fees for the nine months ended September 30, 2025 and 2024.

Advanced deposits and accounts payable

Note payable

On June 7, 2024, the Company executed a promissory note with John Power, for US$100,000 bearing interest at 6% ~~with~~per aannum and maturing on January 2, 2026. ~~maturity~~The ~~date~~promissory note was repaid in December 2025.

Common shares issued in private placements

As part of the private placement of units on June 30, 2025, Brie purchased 1 145,~~440,000~~455 units in the offering.

~~Outstanding~~As ~~Share~~part ~~Data~~of the private placement of units on December 4, 2025, Brie purchased 8,417 units in the offering.

~~The~~Capital ~~Company is authorized to issue an unlimited number of common shares with no par value.~~Structure

	September 30, 2025	MD&A Date
Common shares	260,989,086	November 21, 2025
Warrants	12,681,000	November 21, 2025
Stock Options	7,980,000	November 21, 2025

On April 2, 2026, the Company completed a share consolidation on the basis of one (1) new common share issued for every 9.9 common shares previously held. All share and per share information has been retrospectively adjusted within the financial statements and this MD&A.

~~Subsequent to the nine months ended September 30, 2025, the Company had no common share, stock option, and warrant activities:~~35

ATHENA GOLD CORPORATION

Management’s Discussion and Analysis

As at the MD&A, the Company’s capital structure is as follows:

	March 31, 2026
Common shares		35,820,065
Warrants		3,926,930
Stock Options		808,081

In April 2026, the Company granted 250,000 stock options exercisable at $0.49 each which vested immediately and expire in April 2036. There was no warrant activity or common shares issued subsequent to this date.

Financial Instruments and Risk Management

~~Financial~~Information ~~instruments~~about ~~measured at fair value are classified into one of three levels in~~ the ~~fair~~Company’s ~~value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The classification~~financial ofinstruments ~~each measurement within this hierarchy~~ is ~~based~~disclosed onin the ~~lowest-level~~financial ~~significant~~statements ~~input~~at ~~used~~Note ~~in valuation~~8. ~~The three levels of the fair value hierarchy are:~~

~~Level~~Material 1Accounting ~~- Unadjusted quoted prices in active markets for identical assets or liabilities~~Policies

~~Level~~Initial 2Adoption -of ~~Inputs~~IFRS ~~other than quoted prices that are observable for the asset or liability either directly or indirectly~~

~~Level~~The 3Company’s -financial ~~Inputs~~statements for the year ended December 31, 2025, were the first annual consolidated financial statements that ~~are~~it ~~not~~prepared ~~based~~in oncompliance ~~observable~~with ~~market~~IFRS. ~~data~~The financial statements for the three and six months ended June 30, 2025, were the first condensed interim consolidated financial statements prepared by the Company in accordance with IFRS. For periods up to and including the three months ended March 31, 2025, the Company prepared its financial statements in accordance with United States Generally Accepted Accounting Principles (“US GAAP”).

Additionally, the Company’s financial statements and the comparative information in this MD&A have been retroactively prepared in accordance with IFRS Accounting Standards effective January 1, 2023.

Change in Presentation Currency

Prior to January 1, 2026, the Company presented its financial statements in United States dollars (USD). Effective January 1, 2026, the Company changed its presentation currency to the Canadian dollar (CAD) to better reflect the Company’s business activities.

In accordance with IAS 21, The Effects of Changes in Foreign Exchange Rates, all periods presented in the financial statements and this MD&A have been translated into CAD.

~~The~~ATHENA ~~fair~~GOLD value of cash, prepaid expenses, accounts payable, advanced deposits, and note payable approximate their carrying values due to their short term to maturity. The investment in securities is recorded at the fair value through profit and loss using Level 1 inputs.CORPORATION

~~The~~Management’s ~~warrant~~Discussion ~~liabilities are measured at fair value through profit~~ and ~~loss using level 3 inputs (Note 3). During the years ended December 31, 2024 and 2023, there were no transfers between categories in the fair value hierarchy.~~Analysis

~~The~~Change ~~Company's financial instruments are exposed~~ in ~~varying~~Functional ~~degrees to a variety of financial risks. The Board of Directors approves and monitors the risk management processes as follows:~~Currency

~~Credit~~In ~~risk~~light of the Company’s recent acquisitions of mineral properties located in Canada coupled with its re-domestication into Canada, the Company reassessed its functional currency and concluded it to be CAD. The change in functional currency was effective as of January 1, 2026. Prior to January 1, 2026, the functional currency of the Company was the USD. The change in functional currency is due to the increased exposure to CAD as a result of its redirected strategic focus in the acquisition and exploration of Canadian mineral property interests. The Company’s operating activities are also predominantly in Canada with exposure to CAD.

~~Credit~~New ~~risk~~accounting is the risk of financial loss to the Company if a counterparty fails to meet an obligation under contract. Credit risk exposure arises with respect to the Company's cash and cash equivalents, including cash and a guaranteed investment certificate held in a financial institution, and deposits. The risk exposure is limited because the Company places its cash and cash equivalents in institutions of high credit worthiness within Canada and the United States. The Company’s investment in securities is exposed to credit risk.policies

~~Interest~~Certain ~~rate~~pronouncements ~~risk~~have been issued by the IASB that were effective for the Company’s accounting period beginning on January 1, 2026. The adoption of these standards has not had a material impact on disclosures or amounts reported in these financial statements.

~~Interest~~Amendments ~~rate~~to ~~risk~~IFRS is9, ~~the~~Financial ~~risk that the fair value of future cash flows~~Instruments, ofand aIFRS ~~financial instrument will fluctuate because of changes in market interest rates. The Company does not hold any financial instruments with variable interest rates~~7, ~~other~~Financial ~~than~~Instruments: ~~cash equivalents and, therefore, is not exposed to significant interest rate risk.~~Disclosures

~~Liquidity~~In ~~risk~~May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments. The amendments clarify that a financial liability is derecognized on the settlement date and introduce an accounting policy choice to derecognize a financial liability settled using an electronic payment system before the settlement date. Other clarifications include guidance on the classification of financial assets with ESG-linked features, non-recourse loans and contractually linked instruments.

~~Liquidity~~Recently ~~risk~~issued isbut ~~the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. As the Company’s operations do~~ not ~~generate~~yet ~~cash,~~effective ~~financial liabilities~~accounting are discharged using funding through the issuance of common shares or debt as required. As at December 31, 2024, the Company had sufficient cash on hand to discharge its financial liabilities as they become due but will require additional funding to continue operations.standards

~~Commodity~~The ~~price~~Company ~~risk~~has not yet adopted certain new standards, amendments and interpretations to existing standards as outlined below, which have been published but are only effective for the Company’s accounting period beginning on January 1, 2027, or later periods.

~~The~~IFRS ~~Company’s~~18, ~~ability~~Presentation toand ~~raise~~Disclosure ~~capital to fund exploration or development activities is subject to risks associated with fluctuations~~ in ~~the market price of gold. The Company closely monitors commodity prices~~Financial toStatements ~~determine the appropriate course of action to be taken.~~

~~Foreign~~In ~~exchange~~April ~~risk~~2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements (“IFRS 18”). This standard aims to improve the consistency and clarity of financial statement presentation and disclosures by providing updated guidance on the structure and content of financial statements. Key changes include enhanced requirements for the presentation of financial performance, financial position, and cash flows, as well as additional disclosures to improve transparency and comparability. In addition, IFRS 18 requires entities to classify income and expenses into five categories, three of which are new – i.e. operating, investing, and financing – and the income tax and discontinued operation categories. The new standard sets out detailed requirements for classifying income and expenses into each category.

~~Foreign~~The ~~exchange~~Company ~~risk~~ is ~~the~~currently ~~risk~~assessing the impact that the ~~fair~~adoption ~~value~~ of ~~future~~IFRS ~~cash~~18 ~~flows of a financial instrument~~ will ~~fluctuate~~have ~~because~~on ofits ~~changes~~financial ~~in foreign exchange rates~~statements.

The Company is exposed to foreign currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in its functional currency. The Company does not manage currency risk through hedging or other currency management tools. At September 30, 2025, the Company is exposed to foreign exchange risk through its warrant liability and certain payables. The Company does not consider exposure to foreign exchange risk to be material.

ATHENA GOLD CORPORATION

Management’s Discussion and Analysis

Risks and Uncertainties

Since the formation of the Company, it has not generated any revenue. As an early-stage company, the Company is subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays inherent in a new business. Our business is dependent upon the implementation of our business plan. There can be no assurance that our efforts will be successful or that we will ultimately be able to generate revenue or attain profitability.

Natural resource exploration, and exploring for gold, is a business that by its nature is very speculative. There is a strong possibility that we will not discover gold or any other mineralization which can be mined or extracted at a profit. Even if we do discover gold or other deposits, the deposit may not be of the quality or size necessary for us or a potential purchaser of the property to make a profit from mining it. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides, and the inability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent development of gold deposits.

The Company business is exploring for gold and other minerals. If the Company discovers commercially exploitable gold or other deposits, revenue from such discoveries will not be generated unless the gold or other minerals are mined.

Mining operations in the United States are subject to many different federal, state, and local laws and regulations, including stringent environmental, health and safety laws. In the event operational responsibility is assumed for mining our properties, the Company may be unable to comply with current or future laws and regulations, which can change at any time. Changes to these laws may adversely affect any of the Company potential mining operations. Moreover, compliance with such laws may cause substantial delays and require capital outlays greater than those the Company anticipates, adversely affecting any potential mining operations. Future mining operations, if any, may also be subject to liability for pollution or other environmental damage. The Company may choose not to be insured against this risk because of high insurance costs or other reasons.

The ~~Company’s~~volatility ~~exploration~~of ~~and~~global ~~development~~capital ~~activities~~markets ~~may~~has generally bemade ~~affected~~ the raising of capital by ~~existing~~equity or ~~threatened~~debt ~~medical~~financing ~~pandemics,~~more ~~such~~difficult. asWhile the ~~novel~~Company ~~coronavirus~~has ~~(COVID-19).~~successfully Araised ~~government~~funds in the past, the Company may ~~impose~~have ~~strict~~a ~~emergency~~dependency ~~measures in~~upon ~~response~~capital markets to ~~the~~raise ~~threat~~additional orfinancing ~~existence~~in ofthe anfuture. ~~infectious~~As ~~disease~~such, ~~such~~the asCompany ~~the~~is subject ~~emergency~~to ~~measures~~liquidity ~~imposed~~risks byin ~~governments~~meeting ofits ~~many~~operating ~~countries~~ expenditure requirements and ~~states~~future development cost requirements in ~~response~~instances towhere adequate ~~the~~cash ~~COVID-19~~positions ~~virus~~are ~~pandemic.~~unable Asto ~~such,~~be ~~there~~maintained ~~are~~or ~~potentially~~appropriate ~~significant~~financing ~~economic~~is ~~and~~unavailable. ~~social~~The ~~impacts~~Company ofmay ~~infectious~~be unable to raise equity ~~diseases,~~or ~~including~~obtain ~~but~~loans ~~not~~and ~~limited~~other tocredit facilities in the ~~inability~~future ofand ~~the~~on ~~Company~~terms favourable to ~~develop~~the Company and ~~operate~~its asmanagement. ~~intended,~~If ~~shortage~~market ~~of skilled employees~~volatility persists or ~~labor~~if ~~unrest,~~there ~~inability~~is toa ~~access~~further ~~sufficient~~economic ~~healthcare~~slowdown, ~~significant~~the ~~social~~Company’s ~~upheavals~~operations, orthe ~~unrest,~~Company’s ~~disruption~~ability to ~~operations,~~raise ~~supply~~capital ~~chain~~and ~~shortages~~the ortrading ~~delays,~~price ~~travel~~of ~~and~~the ~~trade~~Company’s ~~restrictions,~~securities ~~government~~could orbe ~~regulatory~~adversely ~~actions~~impacted. orAs ~~inactions~~the ~~(including~~Company’s ~~but~~operations ~~not~~expand ~~limited~~and ~~to, changes~~reliance inon ~~taxation~~global orsupply ~~policies~~chains increases, orthe ~~delays~~impact inof ~~permitting~~tariffs orand ~~approvals~~other trade barriers, orpandemics ~~mandated~~(such ~~shut~~as ~~downs~~COVID-19), ~~declines~~significant ingeopolitical risk ~~the~~and ~~price~~conflict ofglobally ~~precious~~may ~~metals~~have a sizeable and unpredictable impact on the Company’s business, ~~capital~~financial condition and operations. ~~markets~~The ~~volatility,~~United ~~availability~~States ofrecently ~~credit,~~introduced ~~loss~~broad oftariffs ~~investor~~against ~~confidence~~Canada, Mexico and ~~impact~~China onand ~~economic~~has ~~activity~~threatened into ~~affected~~do ~~countries~~so oragainst ~~regions. In~~other ~~addition~~countries, resulting ~~such~~in ~~pandemics~~retaliatory tariffs or ~~diseases~~the ~~represent~~threat aof ~~serious~~retaliatory ~~threat~~tariffs. toFurther, ~~maintaining~~support afor ~~skilled~~protectionism ~~workforce~~and rising anti-globalization sentiment in Canada, the ~~mining~~United ~~industry~~States and ~~could be~~other countries may slow global growth. In particular, a ~~major~~protracted ~~health~~and wide-~~care~~ranging ~~challenge~~trade conflict ~~for~~between the ~~Company.~~United ~~There~~States ~~can~~and bevarious noother ~~assurance~~countries, ~~that~~including ~~the~~Canada, ~~Company~~Mexico orand ~~the~~China, ~~Company’s~~could ~~personnel~~adversely ~~will~~affect ~~not~~global economic begrowth. ~~impacted~~The byongoing ~~these~~conflicts ~~pandemic~~between ~~diseases~~Russia and ~~the~~Ukraine ~~Company~~and ~~may~~in ~~ultimately~~the ~~see~~Middle ~~its~~East, ~~workforce~~including ~~productivity~~the ~~reduced~~global orresponse ~~incur~~to ~~increased~~such ~~medical costs/insurance~~conflicts ~~premiums~~ as ait relates ~~result~~to ofsanctions, ~~these~~trade ~~health~~embargos, ~~risks.~~export ~~COVID-19~~controls, ismilitary ~~rapidly~~support ~~evolving~~ and ~~the~~any ~~effects~~restrictive onactions ~~the~~in ~~mining~~response ~~industry~~thereto, ~~and~~have ~~the~~resulted ~~Company~~in ~~are~~significant ~~uncertain.~~uncertainty ~~The~~as ~~Company~~well ~~may~~as ~~not~~economic beand ~~able~~supply tochain ~~accurately~~disruptions, ~~predict~~changes ~~the~~in ~~impact~~commodity ofprices ~~infectious~~and ~~disease,~~implications ~~including~~in ~~COVID-19, or~~ the financial ~~quantum~~markets. ofShould ~~such~~another ~~risks.~~significant ~~There~~variant ~~can~~of beCOVID-19 nodevelop ~~assurance~~or ~~that~~ the ~~Company~~conflicts ~~will~~between ~~not~~Russia beand ~~impacted~~Ukraine byor ~~adverse~~in ~~consequences~~the ~~that~~Middle ~~may~~East ~~be brought about~~go byon ~~pandemics~~for onan ~~global~~extended ~~financial~~period ~~markets,~~of ~~which~~time ~~may~~or ~~reduce~~expand ~~resources~~territorially, ~~share~~or ~~prices~~should ~~and~~other ~~financial~~geopolitical ~~liquidity,~~disputes and ~~may~~conflicts ~~severely~~emerge ~~limit~~in ~~the~~other regions, ~~financing~~this ~~capital~~could ~~available~~result in material adverse effects to the Company.

~~CONTROLS~~ATHENA ~~AND~~GOLD ~~PROCEDURES~~CORPORATION

Management’s Discussion and Analysis

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures:

Disclosure controls and procedures (“DC&P”) are designed to provide reasonable assurance that information required to be disclosed in our filings under Canadian securities legislation is recorded, processed, summarized, and reported within the time periods specified by applicable rules and that such information is made known to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), in a timely manner.

Management has evaluated the effectiveness of the Company’s DC&P as of the end of the period covered by this report, in accordance with National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings. Based on this evaluation, the CEO and CFO concluded that the Company’s DC&P were not effective as of that date due to the existence of a material weakness in internal control over financial reporting, specifically relating to:

· limited segregation of duties; · a lean corporate governance structure typical of early-stage exploration issuers; and · insufficient formalized management review controls over certain financial reporting processes.

· a lean corporate governance structure typical of early-stage exploration issuers; and

· insufficient formalized management review controls over certain financial reporting processes.

These weaknesses arise primarily due to the Company’s current scale of operations and limited staffing levels.

Management continues to assess the most cost-effective means of strengthening DC&P and internal control over financial reporting (“ICFR”). As is common among junior exploration companies, the volume of transactions and available financial resources does not currently justify additional full-time finance personnel. Management anticipates that meaningful remediation may require future growth in operations, at which time increased staffing and enhanced formal controls can be implemented.

Changes in Internal Control over Financial Reporting (ICFR):

Management also evaluated whether any changes occurred to ICFR during the most recent interim period that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR. No such changes occurred during the quarter.

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, ~~Koby~~KOBY ~~Kushner~~KUSHNER, Chief Executive Officer of Athena Gold Corporation, certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Athena Gold Corporation (the “issuer”) for the interim period ended ~~September~~March 3031, ~~2025~~2026.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: ~~November~~May 2129, ~~2025~~2026.

/s/ Koby Kushner_______________________

Koby Kushner
Chief Executive Officer

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

I, ~~Tyler~~TYLER ~~Minick~~MINNICK, Chief Financial Officer of Athena Gold Corporation, certify the following:

Date: ~~November~~May 2129, ~~2025~~2026.

/s/ Tyler Minnick_______________________

Tyler Minnick
Chief Financial Officer

NOTE TO READER

ii)

a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

Filing Compare · ATHENA GOLD CORP