8-K

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): December 4, 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. On December 4, 2024 the Board of Directors of Athena approved the increase in the amount of a private placement offering of the Company’s Units (the “Offering”) first reported on the Company’s Form 8-K dated October 29, 2024 and filed with the Securities and Exchange Commission (“SEC”) on October 31, 2024. The Offering amount has increased from CAD $1,000,000 to CAD$1,250,000. Effective December 4, 2024, the Company closed the second tranche of the Offering. In connection with the closing of the second tranche, the Company has issued 2,200,000 Units for gross proceeds of CAD $110,000. The price of each unit is CAD$0.05 per unit. Each Unit consists of one common share in the capital stock of the Company and one half common share purchase warrant, with each whole warrant entitling the holder thereof to purchase one common share in the capital stock of the Company at a price of CAD $0.12 at any time on or before the first business day that is 36 months after the closing of the Offering.

b.(i) The Units sold under 1(a) above were issued in an offering under Regulations S and D of the Securities Act of 1933, as amended. The Units sold in the Regulation D offering, were issued 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 certificates evidencing same bear the Company’s customary restrictive legend along with a restrictive legend specific to the Provinces of Canada in which the Units were sold

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 S.

e. Each Warrant sold as part of the Units is exercisable for three (3) years to purchase one additional half share of Common Stock at an exercise price of CDN $0.12 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 December 4, 2024, the Company issued a press release announcing (i) the increase in its private placement offering (the “Offering”) of units of the Company (each, a “Unit”) to up to 25,000,000 Units at a price of CAD $0.05 per Unit for aggregate gross proceeds of up to CAD $1,250,000 and (ii) it has closed the second tranche of the Offering through the issuance of 2,200,00 Units for gross proceeds of CAD $110,000 as is detailed above in Item 3.02. A copy of the press release is filed herewith as Exhibit 99.1.

Also on December 4, 2024, the Company issued a press release reporting additional high-grade gold samples from its reconnaissance prospecting program at its newly acquired Laird Lake project, located in Ontario’s prolific Red Lake Gold District. The Laird Lake project, spanning 4,158 hectares and covering >10 km of Balmer-Confederation Assemblage contact, represents an underexplored portion of the Red Lake Gold District. The road-accessible project lies approximately 10 km west of West Red Lake Gold Mines’ flagship Madsen mine and 34 km northwest of Kinross Gold’s Great Bear project. A copy of the press release is filed herewith as Exhibit 99.2.

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibits 99.1 and 99.2, 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 Exhibits 99.1 and 99.2, that is required to be disclosed solely by Regulation FD.

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

Item	Title
99.1	Press Release
99.2	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: December 9, 2024	By:	/s/ John C. Power
		John C. Power, President

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EX-99.1

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 INCREASE IN PRIVATE PLACEMENT AND CLOSES SECOND TRANCHE

Vacaville, CA ---- December 4, 2024 - Athena Gold Corporation (CSE:ATHA) (OTCQB:AHNR) (“Athena” or the “Company”) is pleased to announce that due to strong demand, the Company has increased the size of the non-brokered private placement previously announced on October 3, 2024, from CDN $1,000,000 to up to CDN $1,250,000 (the “Offering”). The Offering, as amended, will now consist of up to 25,000,000 units (the “Units”) (increased from 20,000,000 Units) at a price of CDN $0.05 per Unit. All other terms of the Offering remain unchanged.

The Company further announces that it has closed a second tranche of the Offering through the issuance of 6,460,000 Units at a price of CDN $0.05 per Unit for gross proceeds of CDN $323,000. The Company closed the first tranche of the Offering on October 25, 2024 (refer to press release dated October 28, 2024) and issued 12,000,000 Units at CDN $0.05 per Unit for gross proceeds of CDN $600,000.

Each Unit consists of one common share in the capital of the Company (a “Common Share”) and one-half of a common share purchase warrant (a “Warrant”). Each whole Warrant is exercisable into one Common Share at a price of CDN $0.12 per Warrant for a period of thirty-six 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 CDN $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 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.

Proceeds of the Offering will be used to fund exploration work on the Company’s Excelsior Springs Project located in Nevada, USA, and the Laird Lake and Oneman Lake Projects recently acquired in Ontario, Canada, and for general and administrative expenses, including costs related to its proposed amalgamation and redomicile from Delaware to British Columbia, Canada, with any surplus to provide general working capital and additional exploration.

No finder’s fees were paid in connection with the closing of the second tranche of the Offering.

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To date, certain insiders of the Company have participated in the Offering, of which 4,590,000 Units for proceeds of CDN $229,500 were acquired in the first tranche and an additional 2,200,000 Units for proceeds of CDN $110,000 in the second tranche, totaling 6,790,000 Units for proceeds of CDN $339,500. 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 Offering exceed 25% of the Company’s market capitalization.

All securities issued in connection with the Offering 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 or will 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 its projects across North America. Athena’s flagship Excelsior Springs Au-Ag project is located in the prolific Walker Lane Trend in Nevada. Excelsior Springs spans 1,675 ha and covers at least three historic mines along the Palmetto Mountain trend, where the Company is following up on a recent shallow oxide gold discovery, with drill results including 5.2 g/t Au over 33 m. Meanwhile, the Company’s new Laird Lake project is situated in the Red Lake Gold District of Ontario, covering 4,158 hectares along more than 10 km of the Balmer-Confederation Assemblage contact, where recent surface sampling results returned up to 56.5 g/t Au. This underexplored area is road-accessible, located about 10 km west of the Madsen mine by West Red Lake Gold Mines and 34 km northwest of Kinross Gold's Great Bear 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

President, Athena Gold Corporation

For further information, please contact:

Phone: John C. Power, (707) 291-6198

Email: johnpower@athenagoldcorp.com

CHF Capital Markets

Cathy Hume, CEO

Phone: 416-868-1079 x 251

Email: cathy@chfir.com

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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 US. securities laws. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding future exploration plans, 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.

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 risk factors as 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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EX-99.2

Exhibit 99.2

ATHENA SAMPLES BONANZA GRADE GOLD, UP TO 373 G/T, LAIRD LAKE, RED LAKE GOLD DISTRICT, ONTARIO

VACAVILLE, CA / ACCESSWIRE / December 4, 2024 / Athena Gold Corporation (CSE: ATHA) (OTCQB: AHNR) ("Athena" or the "Company") is pleased to report additional high-grade gold samples from its reconnaissance prospecting program at its newly acquired Laird Lake project, located in Ontario’s prolific Red Lake Gold District. The Laird Lake project, spanning 4,158 hectares and covering >10 km of Balmer-Confederation Assemblage contact, represents an underexplored portion of the Red Lake Gold District. The road-accessible project lies approximately 10 km west of West Red Lake Gold Mines’ flagship Madsen mine and 34 km northwest of Kinross Gold’s Great Bear project.

“Laird Lake continues to impress. Our sample returning 373 g/t Au represents the highest-grade grab sample ever taken at the project and, to our knowledge, is amongst the highest-grade surface grab samples publicly reported in the Red Lake Gold District. With more than 10 km of Balmer-Confederation contact to explore and high-grade, visible gold showings scattered throughout, we believe we might be on the cusp of the next major gold discovery in Red Lake,” stated John Power, President & CEO of Athena Gold.

Highlights:

· Additional sampling of surface grab samples taken at the Laird Lake project in October 2024 confirmed mineralization over 2.2 km of strike length along the contact between the Balmer and Confederation Assemblages (Figure 1). Mineralization is open along strike to the east and west.

· The Balmer-Confederation contact is believed to be a significant structural control for gold mineralization in the Red Lake Gold District, with >90% of all gold ever mined in the camp occurring within approximately 300 m of this contact.

· The highest-grade sample to date returned 373 g/t Au and was collected from a smoky quartz vein with blebby pyrite, chalcopyrite, and visible gold. This sample represents the highest-grade gold sample ever recorded in Laird Lake’s history.

· The recent reconnaissance prospecting program is expected to guide a property-wide geochemistry survey scheduled to commence in H1 2025. The results are anticipated to provide targets for Athena’s initial drill program at Laird Lake.

· A recently completed MSc. thesis on the Laird Lake project suggested that Laird Lake represents the continuation of the same mineralized structure found at both the Madsen and Starratt-Olsen gold mines^[i] now owned by West Red Lake Gold (2.5 Moz past-production, 1.7 Moz indicated, 0.4 Moz inferred)^[ii] and was later displaced as far as 10 km west (Figure 2).

1

Figure 1: Map of Laird Lake project, showing selected assays from the October 2024 sampling program.

2

Figure 2: Map of Laird Lake and Madsen, showing mapped Balmer-Confederation contact and dextral Laird Lake Fault.

Geology:

Gold mineralization observed at Laird Lake occurs in discrete quartz veins hosted in volcanic rock, localized high-strain zones consisting of silicification and disseminated sulfides, and in more broad zones of strongly deformed banded iron formation up to 15 m wide characterized by gossan, fine-grained disseminated sulfides, and silicification. Gold-bearing zones exhibit a general east-west orientation and occur in both Balmer and Confederation Assemblage rocks.

Future Drill Testing:

Laird Lake has been subject to only minimal historical exploration work, mainly because the Balmer-Confederation contact was only mapped on Laird Lake in recent times as part of an MSc. research thesis. Athena’s initial work programs are focused on understanding structural controls and potential splays off this contact that may host high-grade gold mineralization. Athena plans to conduct a property-wide gold-in-till geochemistry program in Spring 2025. Historical, high-resolution airborne magnetic and electromagnetic surveys highlighted several prospective targets within the Balmer Assemblage that have yet to be tested and will be included in future drilling on the property, in addition to other targets generated from prospecting and geochemical programs.

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About Our Laird Lake Project

The 4,158 ha Laird Lake property is situated 20 km to the southwest of the town of Red Lake, Ontario. Red Lake is a prolific gold mining town in Northwestern Ontario. Importantly, >90% of the gold has come from within 300 m of the contact between the Balmer and Confederation Assemblages. The Laird Lake property is considered underexplored for gold, relative to much of the surrounding Red Lake Greenstone Belt, despite possessing more than 10 km of strike length of the known gold-bearing contact between Balmer and Confederation Assemblage rocks. Also important is being near several major gold production and exploration sites in the region:

· 34 km to the Great Bear project (Kinross – 2.7 Moz indicated, and 3.9 Moz inferred)^[iii];

· 11 km to the Madsen Mine (West Red Lake Gold – 1.7 Moz indicated, and 0.4 Moz inferred); and

· 28 km to the Red Lake Mine (Evolution Mining – 7.2 Moz indicated, and 4.5 Moz inferred)^[iv].

Limited exploration activity at Laird Lake has demonstrated that high-grade gold mineralization occurs in both Balmer and Confederation Assemblage rocks over several kilometers in proximity to the main Balmer-Confederation contact. The highest gold grades on the property show a strong correlation to high-strain zones characterized by the presence of silicification, disseminated sulfides, and gossan. The Laird Lake property is dominated by mafic to ultramafic metavolcanic rocks as well as lesser banded iron formation and felsic to intermediate metavolcanic rocks of the Balmer and Confederation Assemblages. Felsic to ultramafic intrusive units are also present throughout the property, most notably of which include the Killala-Baird Batholith to the north, and the Medicine Stone Lake Batholith to the south.

QA/QC

Analytical work for rock samples was completed by ALS Laboratories, and sample preparation and geochemical analyses were completed in Thunder Bay, Ontario. Samples were crushed before a 250-gram split was pulverized to better than 85%, passing 75 microns. Rock samples were analyzed for gold by fire assay using a 50-gram charge with an atomic absorption spectroscopy finish. If assay results exceed 10.0 g/t gold, the sample rejects are analyzed by 50-gram fire assay with a gravimetric finish. Sampling and analytical procedures are subject to a Quality Assurance and Quality Control program that includes duplicate samples and analytical standards.

Qualified Person

Technical information in this news release has been reviewed and approved by Benjamin Kuzmich, P.Geo., a geoscientist and qualified person for the purposes of National Instrument 43-101.

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 its projects across North America.

Athena’s flagship Excelsior Springs Au-Ag project is located in the prolific Walker Lane Trend in Nevada. Excelsior Springs spans 1,675 ha and covers at least three historic mines along the Palmetto Mountain trend, where the Company is following up on a recent shallow oxide gold discovery, with drill results including 5.2 g/t Au over 33 m.

The Company’s new Laird Lake project is situated in the Red Lake Gold District of Ontario, covering 4,158 hectares along more than 10 km of the Balmer-Confederation Assemblage contact, where recent surface sampling results returned up to 56.5 g/t Au. This underexplored area is road-accessible, located about 10 km west of the Madsen mine by West Red Lake Gold Mines and 34 km northwest of Kinross Gold's Great Bear project.

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For further information about Athena Gold Corporation, please visit www.athenagoldcorp.com.

On Behalf of the Board of Directors

John C. Power
Chief Executive Officer and President
Email: johnpower@athenagoldcorp.com

Contact:

CHF Capital Markets

Cathy Hume, CEO

Phone: 416-868-1079 x 251

Email: cathy@chfir.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 US. Securities laws. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding future exploration plans, 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 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.

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 risk factors as 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.

________________________________________ 

^[i] Geology and Geochemistry of the Laird Lake Property and Associated Gold Mineralization – https://www.lakeheadu.ca/programs/departments/geology/about/msc-theses/summaries/node/47164

^[ii] Independent NI 43-101 Technical Report and Updated Mineral Resource Estimate – https://westredlakegold.com/wp-content/uploads/2024/04/26Apr24_-_PureGold_Mine_NI_43-101_Technical_Report_-_WRLG.pdf

^[iii] Great Bear Gold Project Preliminary Economic Assessment – https://s2.q4cdn.com/496390694/files/doc_downloads/2024/09/Great_bear/Kinross-Great-Bear-PEA-TR-REVISED-FINAL-Sep-9-2024.pdf

^[iv] Evolution Mining Mineral Resource and Ore Reserve Statement, December 2023 – https://evolutionmining.com.au/reservesresources/

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Cover [Abstract]
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