UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On December 22, 2023 Athena Gold Corporation (the “Company”) entered into a Share Purchase Agreement (the “SPA”) with 176423 Ontario Ltd. (the “Vendor”) to acquire 10,000,000 common shares in the capital of Nubian Resources Ltd. (the “Nubian Shares”), a company listed on the TSX Venture Exchange. Consummation of the SPA is subject to numerous conditions customary to transactions of this nature. However, it is expected that the transaction will be consummated effective December 29, 2023 as most of the conditions are considered not material.
In consideration of the Nubian Shares, Athena will issue 16,546,669 common shares in the capital of the Company (the “Purchase Price”). All shares issued in payment of the Purchase Price to the Vendor will be subject to a hold period which will expire four months and one day from the date of closing.
A copy of the SPA and Registration Rights Agreement are filed herewith as Exhibits 10.1 and 10.2 respectively. A copy of the press release is filed herewith as Exhibit 99.1.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On December 22, 2023 the Company issued a press release announcing that it has entered into a Share Purchase Agreement (“SPA”) to acquire 10,000,000 common shares in the capital of Nubian Resources Ltd. (the “Nubian Shares”) as is described in Item 1.01 above.
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 |
| Item | Title | |
| 10.1 | ||
| 10.2 | Registration Rights Agreement | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) |
| 2 |
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 28, 2023 | By: | /s/ John C. Power |
| John C. Power, President | ||
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