false
0001304409
0001304409
2023-11-28
2023-11-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 28, 2023
ATHENA GOLD
CORPORATION
(Exact Name of Registrant as Specified in its
Charter)
Delaware |
000-51808 |
90-0158978 |
(State or other jurisdiction
of incorporation) |
(Commission File
Number) |
(I.R.S. Employer Identification
number) |
2010
A Harbison Drive # 312, Vacaville,
CA 95687
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area
code) (707)
291-6198
______________________________________________________
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class |
Trading
Symbol |
Name
of each exchange on which registered |
N/A |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS OR CERTAIN OFFICERS;
APPOINTMENT OF CERTAIN OFFICERS |
Effective November 28, 2023, Marcus Janser resigned
as a Member of the Board of Directors of Athena Gold Corporation (the “Company”).
There are no immediate plans to fill this vacancy.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On November 29, 2023
the Company issued a press release announcing the resignation of Board Member Mark Janser as noted in Item 5.02 above. A copy of the press
release is filed herewith as Exhibit 99.1.
The information in this Current Report on Form
8-K furnished pursuant to Item 7.01, including Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section,
and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing
this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current Report
on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.
|
ITEM 9.01 |
FINANCIAL STATEMENTS AND EXHIBITS |
Exhibits
Item |
Title |
99.1 |
Press Release |
104 |
Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
Athena Gold Corporation |
|
|
|
|
|
|
Date: November 29, 2023 |
By: |
/s/ John C. Power |
|
|
John C. Power, President |
Exhibit 99.1
ATHENA
GOLD ANNOUNCES RESIGNATION OF DIRECTOR
VACAVILLE, CA – November 29, 2023 –
Athena Gold Corporation (OTCQB: AHNR) (CSE: ATHA) (“Athena” or the “Company”) announces
that Markus Janser has resigned from the Board of Directors, effective immediately, due to demands of his full-time commitments. Mr. Janser
joined the Board in 2021 and served as an independent director and member of the Audit Committee. Mr. Janser has been a key figure in
guiding the Company's growth and success, and the Board of Directors expresses deep gratitude for his invaluable contributions.
The Board is actively
engaged in identifying and evaluating alternatives with respect to the appointment of a new independent director to fill the vacancy left
by Mr. Janser’s departure. John Power, the Company’s Chief Executive Officer, will replace Mr. Janser on the Audit Committee
until such time as a successor can be found.
About Athena Gold Corporation
Athena is engaged in the business of exploring its 100% owned Excelsior
Springs Project (the “Project”) located approximately 45 miles southwest of Goldfield, Nevada, and the acquisition of addition
mineral properties of merit.
For further information
about Athena Gold Corporation and our Excelsior Springs Gold project, please visit www.athenagoldcorp.com.
On Behalf of the Board of Directors
John Power
Chief Executive Officer and President
For further information, please contact:
Phone: John Power, 707-291-6198
Email: info@athenagoldcorp.com
Forward Looking Statements
This press release contains
forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning
of applicable Canadian and U.S. securities laws. All statements, other than statements of historical fact, included herein including,
without limitation, statements regarding future exploration plans and the completion of a phase 2 drill program at the Project, future
results from exploration, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements.
Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.
Forward-looking statements are typically identified by words such as: “believes”, “will”, “expects”,
“anticipates”, “intends”, “estimates”, “plans”, “may”, “should”,
“potential”, “scheduled”, or variations of such words and phrases and similar expressions, which, by their nature,
refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements
in this press release, the Company has applied several material assumptions, including without limitation, that there will be investor
interest in future financings, market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary
permits, licenses and regulatory approvals in connection with the future exploration and development of the Company’s projects in
a timely manner, QAQC procedures at the Project were followed, the availability of financing on suitable terms for the exploration and
development of the Company’s projects and the Company’s ability to comply with environmental, health and safety laws.
The Company cautions investors
that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ
materially from those in forward-looking statements as a result of various factors, including, operating and technical difficulties in
connection with mineral exploration and development activities, actual results of exploration activities, the estimation or realization
of mineral reserves and mineral resources, the inability of the Company to obtain the necessary financing required to conduct its business
and affairs, as currently contemplated, the timing and amount of estimated future production, the costs of production, capital expenditures,
the costs and timing of the development of new deposits, requirements for additional capital, future prices of precious metals, changes
in general economic conditions, changes in the financial markets and in the demand and market price for commodities, lack of investor
interest in future financings, accidents, labor disputes and other risks of the mining industry, delays in obtaining governmental approvals,
permits or financing or in the completion of development or construction activities, risks relating to epidemics or pandemics such as
COVID–19, including the impact of COVID–19 on the Company’s business, financial condition and results of operations,
changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary
permits, consents, approvals or authorizations, including of the Canadian Securities Exchange, the timing and possible outcome of any
pending litigation, environmental issues and liabilities, and other factors and risks that are discussed in the Company’s periodic
filings with the SEC and disclosed in the final long form prospectus of the Company dated August 31, 2021.
Readers are cautioned not to
place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements
in this press release or incorporated by reference herein, except as otherwise.
v3.23.3
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Athena Gold (QB) (USOTC:AHNR)
Historical Stock Chart
From May 2024 to Jun 2024
Athena Gold (QB) (USOTC:AHNR)
Historical Stock Chart
From Jun 2023 to Jun 2024