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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): January 17, 2024
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 3.02 | UNREGISTERED SALE OF EQUITY SECURITIES |
The following sets forth the information required
by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Athena Gold Corporation (the “Company”
or “Athena”):
1a.Effective
January 17, 2024, the Company completed the sale of an aggregate of CDN$200,000 of its Units at a purchase price of CDN$.04 per Unit for
a total of 5,000,000 Units. Each Unit consisted of one (1) share of Common Stock and one (1) common stock purchase warrant (“Warrant”)
exercisable for two years to purchase one additional share of Common Stock at a price of CDN $0.05 per share. The transaction was part
of the Company’s unregistered private offering of up to CDN $200,000 in Units at a price of $0.04 per Unit.
b.The
Units sold under 1(a) above were issued pursuant to concurrent offerings under Regulation D and Regulation S under the Securities Act
of 1933, as amended. In connection with the Regulation D offering, the Company sold securities to two (2) US Persons, each of whom qualifies
as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933. The Units, including
the shares of Common Stock and Warrants issued are “restricted securities” under the Securities Act of 1933, as amended and
the certificate evidencing same bears the Company’s customary restrictive legend.
c.Not
applicable.
d.The
securities issued under 1(a) above were issued without registration under the Securities Act in reliance upon an exemption from the registration
requirements of the Securities Act set forth in Regulation D or Regulation S.
e.Each
Warrant sold as part of the Units is exercisable for two (2) years to purchase one additional share of Common Stock at an exercise price
of CDN $0.05 per share.
f.Proceeds
of the Offering will be used for working capital and other general corporate purposes.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On January 10 and January
17, 2024 respectively, Athena Gold Corporation, a Delaware corporation (the “Company”) issued a press release announcing the
full subscription and completion of a non-brokered private offering of securities described in Item 3.02 above. A copy of the press releases
are filed herewith as Exhibits 99.1 and 99.2 respectively.
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
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: January 30, 2024 |
By: |
/s/ John C. Power |
| |
|
John C. Power, President |
Exhibit 99.1
THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
ATHENA GOLD CORPORATION
ANNOUNCES FULLY SUBSCRIBED CAD $200,000 NON-BROKERED
PRIVATE PLACEMENT AND SHARES FOR DEBT TRANSACTION
Vacaville, CA ---- January 10, 2024 Athena
Gold Corporation (CSE:ATHA) (OTCQB:AHNR) (“Athena” or the “Company”) is pleased to announce a fully subscribed
non-brokered private placement (the “Private Placement”) for gross proceeds of up to CAD $200,000 comprising of 5,000,000
units (each, a “Unit”) at a price of CAD $0.04 per Unit.
Each Unit will consist of one common share in
the capital of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant
will be exercisable into one Common Share at a price of CAD $0.05 per Warrant for a period of twelve months from the date of issuance,
subject to the following acceleration provision. If, at any time after the date that is 4 months
and one day after the date of issuance of the Warrants, the average volume weighted trading price of the Company’s Common Shares
on the Canadian Securities Exchange (the “CSE”) (or such other stock exchange on which the Common Shares may be traded from
time to time) is at or above CAD $0.10 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 in 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.
Insiders
may participate in the Private Placement and will be considered a related party transaction subject to Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company intends to rely
on exemptions from the formal valuation and minority shareholder approval requirements provided under subsections 5.5(a) and 5.7(a) of
MI 61-101 on the basis that participation in the Private Placement by insiders will not exceed 25% of the fair market value of the Company’s
market capitalization.
A finder’s
fee, payable in cash, may be paid in connection with the Private Placement to eligible arm’s length finders in accordance with CSE
policies and applicable securities laws. The Private Placement is subject to several conditions, including receipt of all necessary corporate
and regulatory approvals, including that of the Board and the Canadian Securities Exchange.
The securities
to be issued under the Private Placement will be offered pursuant to applicable exemptions from the prospectus requirements under applicable
securities laws. All securities issued in connection with the Private Placement will be subject to a hold period which will expire four
months and one day from the date of closing of the Private Placement.
Closing
of the Private Placement is expected to occur on or before January 18, 2024.
None of
the foregoing securities have been and will not be registered under the United States Securities Act of 1933, as amended (the “1933
Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit
of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable
exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer
to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Proceeds
will be used to pay current trade payables of the Company, including audit and legal fees, to fund current exploration work on its Crow
Springs Project located in Esmeralda County of Nevada, and a final payment related to the purchase of two patented claims that comprise
part of our flagship Excelsior Springs Property, with any surplus to provide general working capital.
Shares
for Debt
The Company
has agreed to settle outstanding debt in the amount of CAD $34,278.20 (the “Debt”) owing to an arm’s length creditor
by issuing an aggregate of 685,564 common shares in the capital of the Company (the “Common Shares”) at a price of CAD $0.05
per Common Share (the “Debt Transaction”). The Board of Directors has determined it is in the best interests of the Company
to settle the outstanding Debt by the issuance of the Common Shares to preserve the Company’s cash for ongoing operations.
Closing
of the Debt Transaction is subject to customary closing conditions, including approval of the Canadian Securities Exchange, and intends
to close as soon as practicable. The Common Shares to be issued pursuant to the Debt Transaction will be subject to a hold period of four
months and one day from the date of issuance.
None of
the Common Shares issued pursuant to the Debt Transaction have been and will not be registered under the United States Securities Act
of 1933, as amended (the “1933 Act”) or any applicable state securities laws and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United
States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer
to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
About Athena
Gold Corporation
Athena is engaged in the business of mineral exploration
and the acquisition of mineral property assets. Its objective is to locate and develop economic precious and base metal properties of
merit and to conduct additional exploration drilling and studies on the Project.
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 C. Power
Chief Executive Officer and President
For further information, please contact:
Phone: John C. Power, 707-291-6198
Email: info@athenagoldcorp.com
Jason Libenson
President and CCO
Castlewood Capital Corporation
1(647)-534-9884
Email: jason@castlewoodcapital.ca
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.
Exhibit 99.2
THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
ATHENA GOLD CORPORATION
CLOSES FULLY SUBSCRIBED NON-BROKERED PRIVATE PLACEMENT
AND ISSUES SHARES FOR DEBT
Vacaville, CA ---- January 17, 2024. Athena
Gold Corporation (CSE: ATHA) (OTCQB: AHNR) (“Athena” or the “Company”) is pleased to announce that it has closed
its previously announced private placement of units (the “Private Placement”).
Pursuant to the Private Placement the Company
issued 5,000,000 units (each, a “Unit”) at a price of CAD $0.04 per Unit for gross proceeds of CAD $200,000. Each Unit consists
of one common share in the capital of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”).
Each Warrant is exercisable into one Common Share at a price of CAD $0.05 per Warrant for a period of twelve months from the date of issuance,
subject to the following acceleration provision. If, at any time after the date that is 4 months
and one day after the date of issuance of the Warrants, the 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 $0.10 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 in 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 proceeds of the Private Placement will be
used to pay current trade payables of the Company, including audit and legal fees, to fund current exploration work on its Crow Springs
Project located in Esmeralda County of Nevada, and a final payment related to the purchase of two patented claims that comprise part of
our flagship Excelsior Springs Property, with any surplus to provide general working capital.
No finder’s fees were paid in connection
with the Private Placement.
Insiders of the Company purchased an aggregate
of 3,750,000 Units in the Private Placement for proceeds of CAD $150,000. This constitutes a related party transaction pursuant to Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on Sections
5.5(a) and 5.7(1)(a) of MI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively,
of MI 61-101, as, neither the fair market value of the subject matter of, nor the fair market value of the Units purchased by the insiders
under the Private Placement exceed 25% of the Company’s market capitalization.
All securities issued in connection with the Private
Placement are subject to a four month and one day hold period in Canada and are subject to applicable United States hold periods.
None of
the foregoing securities have been and will not be registered under the United States Securities Act of 1933, as amended (the “1933
Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit
of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable
exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer
to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Shares
For Debt
The Company
has settled outstanding debt in the amount of CAD $34,278.20 (the “Debt”) owing to an arm’s length creditor by issuing
685,564 common shares in the capital of the Company (the “Common Shares”) at a deemed price of CAD $0.05 per Common Share
(the “Debt Transaction”). The Board of Directors has determined it is in the best interests of the Company to settle the outstanding
Debt by the issuance of the Common Shares to preserve the Company’s cash for ongoing operations.
The Common
Shares issued pursuant to the Debt Transaction are subject to a hold period of four months and one day from the date of issuance.
The Common
Shares issued pursuant to the Debt Transaction have not been and will not be registered under the United States Securities Act of 1933,
as amended (the “1933 Act”) or any applicable state securities laws and may not be offered or sold in the United States or
to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent
registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or
the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
About Athena
Gold Corporation
Athena is engaged in the business of mineral exploration
and the acquisition of mineral property assets. Its objective is to locate and develop economic precious and base metal properties of
merit and to conduct additional exploration drilling and studies on the Project.
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 C. Power
Chief Executive Officer and President
For further information, please contact:
Phone: John C. Power, 707-291-6198
Email: info@athenagoldcorp.com
Jason Libenson
President and CCO
Castlewood Capital Corporation
1(647)-534-9884
Email: jason@castlewoodcapital.ca
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.
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- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
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| Period Type: |
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| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
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| Data Type: |
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na |
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|
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