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ATHENA GOLD CORP

Date Filed : Jun 17, 2022

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Table of Contents

 

As filed with the Securities and ExchangeCommission on June __, 2022

 

RegistrationStatement No. [________]

 

 

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549

 

 

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

ATHENA GOLDCORP.
(Exact Name of Registrant as Specified in its Charter)

 

Delaware 1000 90-0775276
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)

 

2010 A HarbisonDrive, #312, Vacaville, CA. 95687
(707) 291-6198
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

John C. Power

2010 A Harbison Drive, #312

Vacaville, CA. 95687

Telephone: (707) 291-6198

(Name, address, including zip code, and telephonenumber, including area code, of agent for service)

 

WithCopies of Communications to:


Clifford L. Neuman, Esq.
Clifford L. Neuman, PC
6800 N. 79th Street, Suite 200
Niwot, Colorado 80503
(303) 449-2100
(303) 449-1045 (fax
)

Approximate Date of Commencement of ProposedSale to the Public: As soon as possible after this Registration Statement becomes effective.

 

If any of the securities being registeredon this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the“Securities Act”), check the following box. ☐

 

If this Form is filed to register additionalsecurities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendmentfiled pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement numberof the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendmentfiled pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement numberof the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrantis a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company”in Rule 12b-2 of the Exchange Act.

 

  Large accelerated filer ☐   Accelerated filer ☐
  Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company
 

 

 

  Emerging growth company

 

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. 

 

The registrant hereby amends this RegistrationStatement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section8(a), may determine.

 

 

 

 

   
 

 

 

ATHENA GOLD CORPORATION

Cross-Reference Index

 

  Item No. and Heading
In Form S-1
Registration Statement

Location
in Prospectus
     
1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus Forepart of Registration Statement and
Outside Front Cover Page of Prospectus
     
2. Inside Front and Outside Back Cover Pages of Prospectus Inside Front and Outside Back Cover Pages of Prospectus
     
3.

Summary Information, Risk Factors and

Ratio of Earnings to Fixed Charges

Prospectus Summary; Risk Factors
     
4. Use of Proceeds Use of Proceeds
     
5. Determination of Offering Price *
     
6. Dilution *
     
7. Selling Securityholder Selling Securityholder
     
8. Plan of Distribution Plan of Distribution
     
9. Description of Securities to be Registered Description of Securities
     
10. Interests of Named Experts and Counsel Experts
     
11. Information with Respect to the Registrant The Business
     
11A Material Changes *
     
12. Incorporation of Certain Information by Reference *
     
12A. Disclosure of Commission Position on Indemnification for Securities Act Liabilities Indemnification for Securities Act Liabilities
     
13. Other Expenses of Issuance and Distribution Other Expenses of Issuance and Distribution
     
14. Indemnification of Directors and Officers Indemnification of Directors and Officers
     
15. Recent Sales of Unregistered Securities Recent Sales of Unregistered Securities
     
16. Exhibits and Financial Statement Schedules Exhibits and Financial Statement Schedules
     
17. Undertakings Undertakings

 

*  Omitted from prospectus because Itemis inapplicable or answer is in the negative

 

 

 

   
 

 

EXPLANATORY NOTE

 

This Registration Statement contains two forms of prospectuses; one to be used in connection with the returnof capital distribution by Nubian Resources, Ltd., a Canadian corporation (“Nubian”), to holders of its common stock of anaggregate of 50,000,000 shares of common stock, $0.0001 par value, of the registrant (the “Shares”), and one (the “SellingShareholders Prospectus”) to be used in connection with the resale of the Shares by certain selling shareholders. Both prospectuseswill be identical in all respects except for the alternate pages for the Selling Shareholders Prospectus included herein and labeled "AlternatePage for Selling Shareholders Prospectus.

 

 

 

 

 

 

 

 

 

   

 

 

The information in this prospectusis not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and ExchangeCommission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securitiesin any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED _________________,2022

 

PROSPECTUS

 

ATHENA GOLD CORPORATION

 

50,000,000 Shares of Common Stock

 

This prospectus relates to the distribution by Nubian Resources, Ltd.,a Canadian corporation (“Nubian”), to holders (the “Nubian Shareholders”) of its common stock (the “NubianCommon Stock”), pro rata, of an aggregate of 50,000,000 shares (the “Shares”) of common stock, $0.0001 par value, ofAthena Gold Corp., a Delaware Corporation (“Athena” or the “Company”) (the “Common Stock”) by wayof a return of capital distribution (the “Return of Capital Distribution”). Nubian acquired the Shares in connection withthe consummation, effective December 27, 2021, of a share purchase agreement (the “Share Purchase Agreement”) between theCompany and Nubian. Under the Share Purchase Agreement, the Company issued the Shares to Nubian in consideration of the assignment byNubian to the Company of 100% of the issued and outstanding shares of common stock of Nubian Resources USA, Ltd., formerly a wholly-ownedsubsidiary of Nubian. Under the terms of the Share Purchase Agreement, the Company undertook to register for resale under the SecuritiesAct of 1933, as amended (“Securities Act”) the Shares to permit Nubian to distribute the Shares to the Nubian Shareholders,pro rata, by way of a return of capital distribution.

 

We are furnishing this prospectus to the Nubian Shareholders. Nubianwill distribute the Shares to the Nubian Shareholders, pro rata, by way of a return of capital distribution.

 

The Nubian Shareholders entitled to participate in the Return of CapitalDistribution will receive 0.77434 Shares for every one share of Nubian Common Stock which they owned as of the record date of the distribution,which has been set at ____________, 2022 (the “Record Date”). Fractional shares will be rounded to the nearest whole. Thesedistributions will be made within ten (10) days of the date of this prospectus. We are bearing all costs incurred in connection with theReturn of Capital Distribution.

The Company will not receive any proceeds from the Return of CapitalDistribution.

 

Nubian may be deemed to be an “underwriter” within themeaning of Section 2(11) of the Securities Act of 1933, as amended. Additional information about Nubian and the manner in which it distributesthe Shares under this prospectus is provided in the sections entitled “Nubian” and “Plan of Distribution” of thisprospectus. The Common Stock is quoted on the OTCQB under the symbol “AHNR” and traded on the Canadian Stock Exchange underthe symbol “ATHA”. The closing price of our Common Stock as quoted on the OTCQB on ________, 2022 was $ *. per share.

 

We are an “emerging growthcompany,” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public companyreporting requirements for this prospectus and future filings.

 

You should consider carefully the risks that we have described inthe section entitled “Risk Factors” beginning on Page 13 of this prospectus before deciding whether to invest in the Shares.

 

Neither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representationto the contrary is a criminal offense.

 

The date of this prospectus is __________, 2022

 

 

 

 

 i 
 

 

TABLE OF CONTENTS

 

PROSPECTUS SUMMARY 1
SUMMARY FINANCIAL DATA 2
FORWARD-LOOKING STATEMENTS 4
THE OFFERING 5
DESCRIPTION OF THE TRANSACTIONS 6
RISK FACTORS 14
MARKET FOR THE COMPANY’S COMMON STOCK 25
EQUITY COMPENSATION PLAN INFORMATION 27
DIVIDEND POLICY  
USE OF PROCEEDS 27
MANAGEMENT’S DISCUSSION AND ANALYSIS 28
DESCRIPTION OF BUSINESS 36
DIRECTORS AND EXECUTIVE OFFICERS 54
EXECUTIVE COMPENSATION 58
SECURITY OWNERSHIP OF MANAGEMENT 60
CERTAIN RELATIONSHIPS 61
DESCRIPTION OF CAPITAL STOCK  
SELLING SECURITYHOLDER  
RELATIONSHIPS WITH SELLING SECURITYHOLDER  
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION 65
LEGAL MATTERS 68
EXPERTS 68
WHERE YOU CAN FIND ADDITIONAL INFORMATION 68
FINANCIAL STATEMENTS 70

 

You should rely only on the information contained in this prospectusand any related free writing prospectus that we may provide to you in connection with this offering (this “Offering”). We have not authorized any otherperson to provide you with different information. If anyone provides you with different or inconsistent information, you should not relyon it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assumethat the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business,financial condition, results of operations and prospects may have changed since that date. Neither the delivery of this prospectus norany sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no changein our affairs since the date of this prospectus or that the information contained in this prospectus is correct as of any time afterits date.

 

 

 ii 
 

 

About this Prospectus

 

Youshould rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information.If anyone provides you with different or inconsistent information, you should not rely on it. We believe that the information containedin this prospectus is accurate as of the date on the cover. Changes may occur after that date; and we may not update this informationexcept as required by applicable law.

 

This prospectus relates to the distribution byNubian Resources, Ltd., a Canadian corporation (“Nubian”), to holders (the “Nubian Shareholders”) of its commonstock (the “Nubian Common Stock”), pro rata, of an aggregate of 50,000,000 shares (the “Shares”) of common stock,$0.0001 par value, of the Company (the “Common Stock”) by way of a return of capital distribution (the “Return of CapitalDistribution”).

 

All amounts in this prospectus are presented inUnited States dollars, unless otherwise explicitly stated. References to “CAD$” in this prospectus are to Canadian dollars.

 

Pleasenote that throughout this prospectus the words "we," "our," or "us" refers to Athena Gold Corporation, aDelaware corporation (“Athena” or the “Company”).

 

References to the “Acquisition”in this prospectus refer to the consummation, effective December 27, 2021, of a share purchase agreement (the “Share Purchase Agreement”)between the Company and Nubian. Under the Share Purchase Agreement, the Company issued the Shares to Nubian in consideration of the assignmentby Nubian to the Company of 100% of the issued and outstanding shares of common stock of Nubian Resources USA, Ltd. (“Nubian ResourcesUSA”), formerly a wholly-owned subsidiary of Nubian.

 

References to the “Transaction” in this prospectus refer to the Acquisition and the Return of CapitalDistribution, together.

 

About Our Company

 

The Company was incorporated and otherwise organized under the lawsof the State of Delaware on December 23, 2003, under the name “Golden West Brewing Company.” On January 21, 2021, the Companychanged its name to "Athena Gold Corporation". We are an exploration stage company and our principal business is the acquisitionand exploration of mineral resources. We have not presently determined whether the properties to which we have mining rights contain mineralreserves that are economically recoverable. Athena is engaged in the exploration of minerals at its principal project known as the ExcelsiorSprings exploration project (the “Project”) located in Esmeralda County, Nevada.

 

Our Properties

 

Ourfocus is on exploring and developing a mineral property in Nevada.

 

Our principal executive offices are located at 2010A Harbison Drive,Suite 312, Vacaville, California 95687.

Ourtelephone number is (707) 291-6198, and our Internet website is www.athenagoldcorp.com.

 

 

 

 

 

 

 

 

 1 
 

 

Summary Financial Data

 

 

The following summary financial data is derived from our audited financialstatements as of December 31, 2021 and 2020 and our unaudited financial statements for the three months ended March 31, 2022 and 2021.The summary financial data is incomplete and is qualified in its entirety by, and should be read in conjunction with “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and our audited and unaudited consolidated financial statementsand related notes included herein.

 

The following Summary Financial Data is presented for informationalpurposes only and is qualified in its entirety by reference to the complete financial statements contained elsewhere in this prospectus.Our historical operating information may not be indicative of our future operating results.

 

   Year Ended December 31, 2021   Year Ended December 31, 2020  

Three Months Ended March 31

2022

  

Three Months Ended March 31

2021

 
                 
Total Revenues                
Operating Expenses  $752,461   $277,106   $330,154   $249,780 
Net (loss) Operating  $(752,461)  $(277,106)  $(330,154)  $(249,780)
Basic and diluted weighted average shares outstanding   65,902,198    37,127,948    119,858,700    59,455,715 

 

 

 

   December 31, 2021   December 31, 2020  

March 31, 2022

unaudited

 
Balance Sheet Data:               
Working capital  $73,615   $(235,696)  $(244,651)
Total assets  $6,123,988   $158,986   $6,080,488 
Total liabilities  $1,074,581   $244,682   $757,249 
Stockholders’ equity (deficit)   5,049,407    (85,696)   5,323,239 

 

 

 

 

 

 2 
 

 

Questions and Answers About the Return of Capital Distribution

 

Q:How Many Shares Will I Receive?

 

A:Nubian will distribute to you 0.77434 Shares for every one share ofNubian Common Stock you owned on the record date set forth on the cover of this prospectus (the “Record Date”).  Nocash distributions will be paid for fractional shares, which will be rounded to the nearest whole.

         

Q:What Are the Shares Worth?

         

A:The value of the Shares will be determined by their trading price afterthe Return of Capital Distribution .We do not know what the trading price will be and we can provide no assurances as to value.

         

Q:What Will Athena Do After the Return of Capital Distribution?

         

A:Athena will continue to explore and develop its mineral interestsin the Project. Athena may also acquire exploration and mining interest in additional properties, although no furtheropportunities have been identified as of the date of this prospectus.

         

Q:Will the Shares Be Listed on a National Stock Exchange or the NasdaqStock Market?

         

A:The Shares will not be listed on any national stock exchange or the Nasdaq Stock Market. The Shares will continueto be traded on the over-the-counter market and quoted on the OTC.QB of the OTC Market Group, Inc., as well as the Canadian Stock Exchange(the “CSE”).

         

Q:What Are the Tax Consequences to Me of the Return of Capital Distribution?

         

A:We have not requested and do not intend to request a ruling from the Internal Revenue Service or an opinion oftax counsel that the Return of Capital Distribution will qualifyas a tax-free spin-off under U.S. tax laws. This is because one of the requirements under U.S. tax laws for the Return of Capital Distributionto constitute a tax-free spin-off is that Nubian would need to own at least 80% of the voting power of the Company’s outstandingcapital stock and at least 80% of the number of shares of each class of our outstanding voting capital stock.  As we have issuedstock to various persons, Nubian does not own at least 80% of the Company’s outstanding capital stock. As a result, we believe thatthe Return of Capital Distribution will not qualify as a tax-free spin-off.  Consequently, the total value of the Return ofCapital Distribution, as well as your initial tax basis in the Shares, will be determined by the fair market value of our Common Stockatthe time of the Return of Capital Distribution . A portion of the Return of Capital Distribution will be taxable to you as a dividendand the remainder will be a tax-free reduction in your basis in the Shares.

         

Q:What Do I Have to Do to Receive the Shares?

         

A:No action by you is required. You do not need to pay any money or surrenderyour shares of Nubian Common Stock to receive the Shares. The number of shares of Nubian Common Stock you own will not change. If yourshares of Nubian Common Stock are held in a brokerage account, the Shares will be credited to that account. If you own your shares ofNubian Common Stock in certificated form, certificates representing the Shares will be mailed to you.

 

 

 

 

 3 
 

 

Forward-looking Statements

 

In General

 

This report contains statements that plan for or anticipate the future.In this report, forward-looking statements are generally identified by the words "anticipate," "plan," "believe,""expect," "estimate," and the like.

 

With respect to our mineral exploration business, these forward-lookingstatements include, but are not limited to, statements regarding the following:

 

  * the risk factors set forth below under “Risk Factors”;
     
  * risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions);
     
  * uncertainties inherent in our exploratory and developmental activities, including risks relating to permitting and regulatory delays;
     
  * our future business plans and strategies;
     
  * our ability to commercially develop our mining interests.;
     
  * changes that could result from our future acquisition of new mining properties or businesses;
     
  * expectations regarding competition from other companies;
     
  * effects of environmental and other governmental regulations;
     
  * the worldwide economic downturn and difficult conditions in the global capital and credit markets; and
     
  * our ability to raise additional financing necessary to conduct our business.

 

Forward looking statements may include estimated mineral reserves andresources which could differ materially from those projected in the forward-looking statements. The factors that could cause actual resultsto differ materially from those projected in the forward-looking statements include:

 

  * the risk factors set forth below under “Risk Factors”;
     
  * changes in the market prices of precious minerals, including gold; and
     
  * uncertainties inherent in the estimation of ore reserves.

 

In addition to the foregoing, the ongoing COVID-19 pandemic posessignificant risks and uncertainties in numerous areas, including the availability of labor and materials to explore our mineral interests,risks impacting the cost and availability of insurance and the markets for precious metals. We cannot predict with any certainty thenature and extent of the impact that the pandemic will have on our business plan and operations.

 

Readers are cautioned not to put undue reliance on forward-lookingstatements. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information,future events or otherwise.

 

In light of the significant uncertainties inherent in the forward-lookingstatements made in this prospectus, the inclusion of this information should not be regarded as a representation by us or any other personthat our objectives and plans will be achieved.

 

 

 

 4 
 

 

The Offering

 

   
   
Securities Offered by Nubian: 50,000,000 shares of Common Stock issued to Nubian in connection with the Acquisition.
   
Offering Price: None.
   

Use of Proceeds:

We will not receive any proceeds from the Return of Capital Distribution.

   
Distribution Record Date: ___________________, 2022
   
Shares of Common Stock outstanding 
prior to this Offering:

 

126,108,700

   
Shares of Common Stock outstanding
after this Offering:
(1)

 

126,108,700

   
Risk Factors See “Risk Factors” beginning on page 13 and other information in this prospectus for a discussion of the factors you should consider before you decide to invest in our securities.
   

OTCQB Ticker Symbol for Common Stock:

AHNR

   
CSE Ticker Symbol: ATHA
   

(1)      The number of shares ofCommon Stock shown above to be outstanding after this offering is based on 126,108,700 shares outstanding as of May 31, 2022 and excludes:

 

  1,500,000 shares of Common Stock issuable upon exercise of outstanding vested stock options, at a weighted average exercise price of $0.09 per share;
  15,943,510 additional shares of Common Stock reserved for issuance pursuant to the exercise of outstanding warrants at a weighted average exercise price of CAD $0.15 per share; and
  8,000,000 additional shares of Common Stock reserved for future issuance under our 2020 Equity Incentive Plan.

 

 

 

 

 5 
 

 

Description of theTransaction

 

Background

 

Effective December 27, 2021, Nubian completed the sale to the Companyof a 100% interest in Nubian’s former Excelsior Springs exploration project located in Esmeralda County, Nevada, USA, as contemplatedin an option agreement (the “Option Agreement”) dated December 11, 2020, as amended on November 10, 2021, among the Company,Nubian and Nubian Resources USA. Pursuant to the sale transaction, the Company acquired the interest in the Project through its acquisitionof all of the outstanding shares of Nubian Resources USA, the legal owner of the claims and mineral rights comprising the Project. Thesale of the Nubian Resources USA shares was effected pursuant to the terms of a share purchase agreement dated December 27, 2021, amongthe Company, Nubian and Nubian Resources USA. As a result of the transaction, through its ownership of Nubian Resources USA, Athena nowholds a 100% interest in the Project, subject to a 1% of net smelter returns royalty with respect to the Project granted to Nubian.

 

In addition to the royalty, Nubian received an aggregate of 50,000,000shares of Common Stock as consideration for the transactions under the Option Agreement and the Share Purchase Agreement. Under the termsof the Share Purchase Agreement, Nubian agreed to use commercially reasonable efforts to distribute all of the Shares to its shareholders,pro rata, subject to certain conditions, including that the distribution can be effected in accordance with applicable laws and the policiesof the TSX Venture Exchange, exempt from the requirements to file a prospectus in Canada, as discussed below. Accordingly, Nubian proposesto distribute the Shares to its shareholders pro rata by way of a return of capital distribution and effect the stated capital reductionto reflect such distribution.

 

Return of Capital Distribution Procedure

 

Nubian proposes to effect the Return of Capital Distribution undersection 74(1) of the British Columbia Business Corporations Act (“BCBCA”) by reducing the stated capital of the Shares inan amount equal to the value of the Shares proposed to be distributed in specie to holders of shares of Nubian’s common stock(the “Nubian Shareholders”) pursuant to the Return of Capital Distribution. The Return of Capital Distribution would be effectedon a pro rata basis, such that each Nubian Shareholder on the Record Date would receive a proportionate number of the total numberof Shares that is the same as the proportion that the number of shares of Nubian Common Stock held by the Nubian Shareholder on such recorddate bears to the total number of shares of Nubian Common Stock then outstanding. The Nubian Shareholders would not be required to payany additional consideration for the Shares that they receive under the Return of Capital Distribution and would not be required to surrenderor exchange their shares of Nubian Common Stock in order to receive their pro rata portion of the Shares.

 

As at the date of this prospectus, Nubian has not set a record datefor the Return of Capital Distribution. Nubian ’s ability to complete the Return of Capital Distribution is subject to obtainingrequisite approvals and the satisfaction of certain conditions as described below, some of which are outside Nubian ’s control.In the event that all such approvals are attained and conditions fulfilled, then Nubian will set a record date for the Return of CapitalDistribution and Nubian ’s shareholders of record as at such date, will be entitled to participate in the Return of Capital Distribution.If these approvals and conditions are not obtained and satisfied, for any reason, then Nubian will not proceed with the Return of CapitalDistribution.

 

 

 

 

 6 
 

 

Required Approvals and Conditions

 

Section 74(1) of the BCBCA provides that Nubian may reduce its capitalif it is authorized to do so by a special resolution of its shareholders. On March 31, 2022, the Nubian Shareholders voted 99.857% infavour of the Return of Capital Distribution.

 

As provided in the BCBCA, Nubian may not reduce its capital if thereare reasonable grounds for believing that the realizable value of its assets would, after the reduction, be less than the aggregate ofits liabilities. Nubian will not carry out the Return of Capital Distribution unless its board of directors determines that it can doso in compliance with this requirement and otherwise in accordance with applicable laws and the policies of the TSXV.

 

As at the date of this prospectus, the Shares represent 39.6 % of AthenaCommon Stock. Under applicable Canadian securities laws, Nubian is deemed to own a sufficient number of Common Stock to affect materiallythe control of Athena and, as a result, any trade by Nubian in the Shares, including by way of the Return of Capital Distribution, issubject to the prospectus requirements under applicable Canadian securities laws, unless an exemption from the prospectus requirementis available to it. Accordingly, Nubian expects that the Shares distributed pursuant to the Return of Capital Distribution would be subjectto resale restrictions under applicable Canadian securities laws and would bear the following legend:

 

Unless permitted under securities legislation, the holderof this security must not trade the security before [insert the date that is 4 months and a day after the distribution date].

 

In addition, under the United States Securities Act of 1933, Nubianmay be considered to control or have common control of Athena and an “affiliate” of Athena. As such, in order to facilitatethe distribution by Nubian of the Shares to the Nubian Shareholders in the United States pursuant to the Return of Capital Distribution,Nubian and Athena agreed to prepare and file with the U.S. Securities and Exchange Commission a registration statement (the “RegistrationStatement”) on Form S-1, covering the resale and distribution by Nubian to its shareholders in the United States, by March 31, 2022.Under the terms of the Share Purchase Agreement, Nubian agreed to use commercially reasonable efforts to effect the Return of CapitalDistribution within sixty days following the later of the effective date of the Registration Statement, and the first date on which Nubianhas held all the Shares for at least four months, provided that such transfer and distribution (i) can be effected in accordance withapplicable laws and the rules and policies of any applicable stock exchange on which the Shares are then listed, and (ii) is exempt fromthe requirements to file a prospectus or deliver an offering memorandum or any similar document under applicable securities laws relatingto the sale, transfer or distribution the Shares, or Nubian has received such orders, consents or approvals as may be required to permitsuch distribution without the requirement of filing a prospectus or delivering an offering memorandum or any similar document. Nubianwill not carry out the Return of Capital Distribution unless it can be made to shareholders in the United States pursuant to the RegistrationStatement and in Canada, in accordance with applicable laws and without the need to file a prospectus in any jurisdiction in Canada. Therecan be no assurance that these conditions will be satisfied or that the Return of Capital Distribution will be completed.

 

 

 

 7 
 

 

Effect of the Return of Capital Distribution

 

If completed, the Return of Capital Distribution will be reflectedunder “shareholders’ equity” on Nubian ’s balance sheet as a reduction in the “share capital” amount.

 

Certain Canadian Federal Income Tax Considerations with Respectto the Return of Capital Distribution

 

The following is a summary of the principal Canadian federal incometax considerations related to the Return of Capital Distribution that are generally applicable to shareholders of Nubian who, at all relevanttimes, for the purposes of the Income Tax Act (Canada) (the “Tax Act”): (a) are resident or deemed to be resident inCanada (b) deal at arm’s length with Nubian and Athena; (c) are not affiliated with Nubian or Athena; and (c) hold all shares ofCommon Stock, and will hold all shares of Common Stock acquired pursuant to the Return of Capital Distribution, as capital property (eachsuch shareholder referred to sometimes in this summary as a “Holder”).

 

A Holder’s shares of Common Stock will be considered to be capitalproperty of the Holder unless the Holder holds such shares in the course of carrying on a business of trading or dealing in securitiesor acquired the shares in a transaction considered to be an adventure or concern in the nature of trade. Certain Holders whose sharesof Common Stock might not otherwise be capital property may, in certain circumstances, be entitled to make an irrevocable election undersubsection 39(4) of the Tax Act to have such shares and every other “Canadian security” (as defined in the Tax Act) ownedby such Holder in the taxation year in which the election is made and in all subsequent taxation years deemed to be capital property.Holders should consult their own tax advisors regarding whether an election under subsection 39(4) is available and advisable in theirparticular circumstances.

 

This summary is based on the current provisions of the Tax Act, theregulations (the “Regulations”) thereunder, and the current published administrative policies and assessing practices of theCanada Revenue Agency (the “CRA”) publicly available prior to the date hereof. This summary also takes into account all specificproposals to amend the Tax Act and the regulations announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof(the “Proposed Amendments”), and assumes that all Proposed Amendments will be enacted in the form proposed, although no assurancescan be given in this regard. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes inlaw, whether by legislative, governmental, regulatory, or judicial action or decision, or changes in the administrative practices of theCRA, nor does it take into account other federal or any provincial, territorial or foreign income tax considerations, which may differfrom the Canadian federal income tax considerations discussed below.

 

This summary is not applicable to a Holder that (i) is a “financialinstitution” for purposes of the mark-to-market rules, (ii) is a “specified financial institution”, (iii) has an interestin which is or would constitute a “tax shelter investment”, (iv) that reports its Canadian tax results in a currency otherthan the Canadian currency, (v) that has entered or will enter into a “derivative forward agreement”, with respect to theShares, or (vi) that receives dividends on the Shares under or as part of a “dividend rental arrangement”, all as definedin the Tax Act. In addition, this summary does not address all issues relevant to Holders who acquired their shares of Common Stock onthe exercise of an employee stock option. Such Holders should consult their own tax advisors.

 

This summary is of a general nature only and is not exhaustive of allpossible Canadian or US federal income tax considerations. This summary is not, and should not be construed as, legal, business or taxadvice to any particular Holder and no representations with respect to the tax consequences to any particular Holder are made. Accordingly,all Holders, and all other shareholders of Nubian, should consult their own tax advisors regarding the Canadian federal income tax consequencesof the Return of Capital Distribution applicable to their particular circumstances.

 

 

 

 8 
 

 

Distribution of the Shares

 

The Return of Capital Distribution will be made by a reduction of thestated capital of the Shares, which will result in a reduction of paid-up capital for purposes of the Tax Act. Generally, when a “publiccorporation”, as defined in the Tax Act, reduces the paid-up capital in respect of a class of its shares and makes a distributionto its shareholders, the amount paid on such reduction is deemed to be a dividend. However, where the paid-up capital of the corporationexceeds the amount of the proposed distribution, a distribution not in excess of the amount by which the paid-up capital is reduced maybe treated as a tax free return of capital (subject to the comments below concerning the reduction of the adjusted cost base of the Shares)and not as a dividend in certain cases, including (a) where the return of capital is made on the reorganization of the corporation’sbusiness or (b) generally the amount paid on the distribution is derived from proceeds realized from certain non-ordinary course transactionswithin the previous 24 months. The reduction in capital would not be treated as a deemed dividend if either test is met. Based on theforegoing, Nubian believes that the Return of Capital Distribution should qualify as a return of paid-up capital and not be treated asa deemed dividend. A contrary view, however, could be adopted by the Canada Revenue Agency (“CRA”).

 

If the Return of Capital Distribution is treated as a return of paid-upcapital for purposes of the Tax Act, the adjusted cost base of each Share held as capital property by a Holder would be reduced by anamount equal to the fair market value of the Shares received by the Holder. If such amount exceeds the adjusted cost base of the Sharesto the Holder, such Holder will be deemed to realize a capital gain equal to such excess (see discussion below under the heading “Taxationof Capital Gains and Capital Losses”).

 

The cost amount of any Shares received by a Holder pursuant to theReturn of Capital Distribution will be equal to the fair market value of the Shares received. In determining the adjusted cost base ofthe Shares received pursuant to the Return of Capital Distribution, the cost amount of such shares will be averaged with the adjustedcost base to the Holder of any other shares of Common Stock held by the Holder as capital property at that time.

 

A Holder that is a “Canadian-controlled private corporation”,as defined in the Tax Act, may be liable to pay an additional refundable tax on certain investment income, which includes taxable capitalgains.

 

Capital gains realized by individuals and certain trusts may give riseto alternative minimum tax.

 

Dividends on the Shares

 

In the case of a Holder who is an individual (other than certain trusts),dividends received or deemed to be received on the Shares will be included in computing the Holder’s income, and will be subjectto the normal gross-up and dividend tax credit rules applicable to dividends paid by taxable Canadian corporations under the Tax Act,including the enhanced gross-up and dividend tax credit applicable to any dividend designated as an “eligible dividend” inaccordance with the provisions of the Tax Act. There may be limitations on the ability of Athena to designate dividends as “eligibledividends”.

 

A Holder that is a corporation will be required to include in incomeany dividend received or deemed to be received on the Shares and generally will be entitled to deduct an equivalent amount in computingits taxable income. In certain circumstances, section 55(2) of the Tax Act will treat a taxable dividend received by a Holder that isa corporation as proceeds of disposition or a capital gain. Holders that are corporations should consult their own tax advisors havingregard for their own circumstances.

 

“Private corporations” (as defined in the Tax Act) andcertain other corporations controlled by or for the benefit of an individual (other than a trust) or related group of individuals (otherthan trusts) generally will be liable to pay a refundable tax under Part IV of the Tax Act on dividends.

 

 

 

 

 9 
 

 

Dispositions of the Shares

 

Generally, a Holder who disposes of or is deemed to dispose of an Sharewill realize a capital gain (or a capital loss) equal to the amount by which the Holder’s proceeds of disposition, net of any reasonablecosts of disposition, exceed (or are exceeded by) the adjusted cost base of such shares to the Holder immediately before the disposition.The income tax treatment of capital gains and capital losses is discussed above under the subheading “Taxation of Capital Gainsand Capital Losses”.

 

Eligibility for Investment in the Shares

 

The Shares will be a qualified investment under the Tax Act and theRegulations for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savingsplans, registered disability savings plans and tax-free savings accounts (collectively “Registered Plans”), and deferred profitsharing plans at any particular time if, at that time, the Shares are listed on a designated stock exchange (which currently includesthe OTC QB and the CSE).

 

Notwithstanding the foregoing, if the Shares are a “prohibitedinvestment” within the meaning of the Tax Act for the Registered Plan, the annuitant, holder or subscriber, as the case may be (the“Controlling Individual”), of the Registered Plan, will be subject to a penalty tax under the Tax Act. The Shares generallywill not be a prohibited investment for a Registered Plan provided the Controlling Individual of the Registered Plan: (i) deals at arm’slength with Athena for the purposes of the Tax Act; and (ii) does not have a “significant interest” (as defined in the TaxAct for purposes of the prohibited investment rules) in Athena. In addition, the Shares will not be a prohibited investment if such sharesare “excluded property” (as defined in the Tax Act for purposes of the prohibited investment rules) for the Registered Plan.

 

Investors who hold shares of our Common Stock in a Registered Planthat will acquire shares of Common Stock pursuant to the Return of Capital Distribution should consult their own tax advisors regardingthe tax rules applicable to their Registered Plan, and whether the shares of Common Stock would be a “prohibited investment”in their particular circumstances.

 

 

 

Nubian Shareholders Not Resident in Canada

 

This portion of the summary is applicable to shareholders who, (i)at all relevant times and for the purposes of the Tax Act, are not and are not deemed to be residents of Canada and (ii) does not andwill not use or hold, and is not and will not deemed to use or hold, shares of Common Stock, including the Shares, in connection withcarrying on a business in Canada (a “Non-Resident Shareholder”).

 

The discussion above of the reduction of adjusted cost basis and potentialcapital gain also applies to a non-resident shareholder. In the event that Nubian were deemed to have paid a dividend as a result of theReturn of Capital Distribution, the portion of the dividend deemed to have been received by a non-resident shareholder would be subjectto 25% Canadian withholding tax under the Tax Act unless the rate is reduced by an applicable income tax treaty.

 

A non-resident shareholder will not be subject to Canadian income taxunder the Tax Act on any capital gain realized on any deemed disposition of common shares that results from the Return of Capital DistributionShares are not “taxable Canadian property” (as defined by the Tax Act) to the non- resident shareholder.

 

No U.S. Legal Opinion or IRS Ruling

 

No legal opinion from U.S. legal counsel or ruling from the UnitedStates Internal Revenue Service has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the Returnof Capital Distribution. Shareholders who are subject to U.S. taxation should consult with their own professional advisers with regardto the U.S. tax implications of the Return of Capital Distribution.

 

 

 10 
 

 

The Return of Capital Distribution and Plan of Distribution

 

Distributing Company Nubian Resources, Ltd.
   
Shares To Be Distributed: 50,000,000 shares of Athena Common Stock. The shares of Common Stockto be distributed to the Nubian Shareholders pursuant to the Return of Capital Distribution will represent slightly less than 39.6% ofthe total shares of Common Stock outstanding.
   
Distribution Ratio Nubian will distribute to you 0.77434 Athena. Shares for every oneshare of Nubian Common Stock you owned on the Record Date. No cash distributions will be paid and fractional shares will be rounded tothe nearest whole.
   
No Payment Required No holder of shares of Nubian Common Stock will be required to makeany payment, exchange any shares or to take any other action in order to receive the Shares.
   
Record Date The record date for Nubian’s distribution of the Shares is _____________,2022. Persons who have bought their shares of Nubian Common Stock after the Record Date are not entitled to participate in the Returnof Capital Distribution.
   
Prospectus Mailing Date _________________, 2022. We have mailed this prospectus to you on or about this date.
   
Distribution Date The distribution date will be a date within ten (10) days followingthe prospectus mailing date designated above. If you hold your shares of Nubian Common Stock in a brokerage account, your Shares willbe credited to that account.  If you hold shares of Nubian Common Stock in a certificated form, a certificate representing yourShares will be mailed to you; the mailing process is expected to take about thirty (30) days.
   
Distribution Agent The distribution agent for the Return of Capital Distribution willbe Equiniti, Inc., Denver, Colorado.
   
Listing and Trading of Our Shares The Common Stock trades on the over-the-counter market and is quoted on the OTCQB of the OTC Markets Group,Inc. under the symbol AHNR and on the CSE under the symbol ATHA
   

 

 

 

 

 11 
 

 

Background and Reasons for the Transaction

 

In March 2010, Athena acquired a mineral lease through its wholly-ownedsubsidiary Athena Minerals, Inc., covering twenty (20) patented mining claims located in San Bernardino County, California. The miningclaims are known as the Langtry Project and based on historical resource data is primarily a silver prospect (“Langtry”).Langtry was believed to have a potential silver resource. Athena engaged in some exploration activity over the ensuing ten years; however,the market price of silver collapsed which resulted in Langtry having less viability as a profitable mineral play. As a result, in April2020 Athena executed an agreement to terminate the lease/option on Langtry.

 

Management of Athena decided that there existed additional opportunitiesto diversify into gold prospects, particularly given the relative strength of gold over the past 18 months. Management identified theProject as a potential gold play, but recognized that Athena did not have the capital and resources to explore the Project. After extensivenegotiations with Nubian, Athena, Nubian and Nubian Resources USA entered into an option agreement dated December 11, 2020, granting Athenathe right to acquire the Excelsior Springs mining claims in exchange for 50,000,000 shares of Common Stock representing approximately40% of Athena’s total issued and outstanding share capital. On December 27, 2021 Athena, Nubian and Nubian Resources USA executeda Share Purchase Agreement, whereby Athena acquired the Project.

 

Goals of the Transaction

 

The Option and Share Purchase Agreement were designedto provide an additional opportunity to the Nubian Shareholders under circumstances where Nubian lacked the working capital needed totake advantage of the opportunity to explore the Nevada interests in the patented and unpatented mining claims. By entering into the SharePurchase Agreement, the Nubian Shareholders have been provided with an opportunity to diversify their equity currency and the Athena shareholderswere provided an opportunity to acquire a gold play using its equity as consideration.

 

Mechanics of Completing the Return of CapitalDistribution

 

Within ten (10) days following the date that the SEC declares effectivethe registration statement that includes this prospectus, Nubian will deliver to the distribution agent, Equiniti Inc., 50,000,000 sharesof Common Stock to be distributed to the Nubian Shareholders as of __________, 2022, the Record Date, pro rata.

 

If you hold your shares of Nubian Common Stock in a brokerage account,your Shares will be credited to that account. If you hold your shares of Nubian Common Stock in certificated form, a certificate representingthe Shares will be mailed to you by the distribution agent. The mailing process is expected to take about thirty (30) days.

 

No cash distributions will be paid. Fractional shares of Common Stockissuable in accordance with the distribution will be rounded to the nearest whole.

 

No holder of shares of Nubian Common Stock is required to make anypayment or exchange any shares in order to receive shares of Common Stock pursuant to the Return of Capital Distribution.

 

 

 

 

 12 
 

 

Capitalization

 

The following table sets forth our capitalization as of March 31,2022. This section should be read in conjunction with the consolidated financial statements and related notes contained elsewhere in thisprospectus.

  

   UNAUDITED 
Long-term debt:  $0 
Stockholders’ Equity:     
Preferred Stock, $.0001 par value, 5,000,000 shares authorized; no shares issued and outstanding   0 
Common stock, $.0001 par value, 250,000,000 shares authorized; 119,858,700 shares outstanding   11,986 
Additional paid-in capital   16,068,449 
Accumulated (deficit) - exploration stage   (10,757,196)
Stockholders’ equity  $5,323,239 

 

 

 

 

 

 13 
 

 

Risk Factors

 

Our business faces many risks. Any of the risks discussed below,or elsewhere in this report or in our other filings with the SEC, could have a material impact on our business, financial condition, orresults of operations.

 

An investment in our securities is speculative and involves a highdegree of risk. Please carefully consider the following risk factors, as well as the possibility of the loss of your entire investment,before deciding to invest in our securities.

 

Risks Related to our Business

 

Due to our history of operating losses our auditors are uncertainthat we will be able to continue as a going concern.

 


Our financial statements have been prepared assuming that we will continue as a going concern. Due to our continuing operating lossesand negative cash flows from our operations, the reports of our auditors issued in connection with our consolidated financial statementsfor the fiscal years ended December 31, 2021 and 2020, contain explanatory paragraphs indicating that the foregoing matters raised substantialdoubt about our ability to continue as a going concern. We cannot provide any assurance that we will be able to continue as a going concern.

 

We have no history of and limited experience in mineral production.

 

We have no history of and limited experience in producing gold or othermetals. In addition, our management has limited technical training and experience with exploring for, starting and/or operating a mine.Our management may not be fully aware of many of the specific requirements related to working within this industry. Their decisions andchoices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Our operations,earnings and ultimate financial success could suffer due to our management’s limited experience in this industry. As a result, wewould be subject to all of the risks associated with establishing a new mining operation and business enterprise. We may never successfullyestablish mining operations, and any such operations may not achieve profitability.

 

Our principal shareholders and controlpersons are also principal shareholders and control persons of other exploration companies, which could result in conflicts with the interestsof minority stockholders.

 

Messrs. Gibbs and Power are control personsand principal shareholders of other exploration companies that are engaged in mineral exploration activities, although in different geographicalregions. While the geographical focus of the companies is different, numerous conflicts could arise in the future. For example, Messrs.Gibbs and Power have provided the majority of working capital for all three companies to date, and in the likely event that these companiesrequire additional capital in the future their resources may be inadequate to finance the activities of all. In addition, if new prospectsbecome available, a conflict may exist with respect to which company to offer those opportunities. Messrs. Gibbs and Power have not developeda conflict of interest policy to mitigate the potential adverse effects of these conflicts and as a result these conflicts represent asignificant risk to the shareholders of the Company. Conflicts for access to limited resources and opportunities cannot be eliminatedcompletely, and investors should be aware of their potential.

 

 

 

 

 14 
 

 

We have no proven or probable reserves.

 

We are currently in the exploration stage and have no proven or probablereserves, as those terms are defined by the Securities and Exchange Commission (“SEC”) on any of our properties.

 

In order to demonstrate the existence of proven or probable reservesunder SEC guidelines, it would be necessary for us to advance the exploration of our Properties by significant additional delineationdrilling to demonstrate the existence of sufficient mineralized material with satisfactory continuity which would provide the basis fora feasibility study which would demonstrate with reasonable certainty that the mineralized material can be economically extracted andproduced. We do not have sufficient data to support a feasibility study with regard to the Properties, and in order to perform the drillwork to support such feasibility study, we must obtain the necessary permits and funds to continue our exploration efforts. It is possiblethat, even after we have obtained sufficient geologic data to support a feasibility study on the Properties, such study will concludethat none of the identified mineral deposits can be economically and legally extracted or produced. If we cannot adequately confirm ordiscover any mineral reserves of precious metals on the Properties, we may not be able to generate any revenues. Even if we discover mineralreserves on the Properties in the future that can be economically developed, the initial capital costs associated with development andproduction of any reserves found is such that we might not be profitable for a significant time after the initiation of any developmentor production. The commercial viability of a mineral deposit once discovered is dependent on a number of factors beyond our control, includingparticular attributes of the deposit such as size, grade and proximity to infrastructure, as well as metal prices. In addition, developmentof a project as significant as the ones we might be planning will likely require significant debt financing, the terms of which couldcontribute to a delay of profitability.

 

The exploration of mineral properties is highly speculative in nature,involves substantial expenditures and is frequently non-productive.

 

Mineral exploration is highly speculative in nature and is frequentlynon-productive. Substantial expenditures are required to:

 

·establish ore reserves through drilling and metallurgical and other testing techniques;
·determine metal content and metallurgical recovery processes to extract metal from the ore; and,
·design mining and processing facilities.

 

If we discover ore at the Properties, we expect that it would be severaladditional years from the initial phases of exploration until production is possible. During this time, the economic feasibility of productioncould change. As a result of these uncertainties, there can be no assurance that our exploration programs will result in proven and probablereserves in sufficient quantities to justify commercial operations.

 

Even if our exploration efforts at the Properties are successful,we may not be able to raise the funds necessary to develop the Properties.

 

If our exploration efforts at our prospects are successful, of whichthere can be no assurance, our current estimates indicate that we may be required to raise substantial external financing to develop andconstruct the mines. Sources of external financing could include bank borrowings and debt and equity offerings, but financing has becomesignificantly more difficult to obtain in the current market environment. The failure to obtain financing would have a material adverseeffect on our growth strategy and our results of operations and financial condition. We currently have no specific plan to obtain thenecessary funding and there exist no agreements, commitments or arrangements to provide us with the financing that we may need. Therecan be no assurance that we will commence production at any of our Properties or generate sufficient revenues to meet our obligationsas they become due or obtain necessary financing on acceptable terms, if at all, and we may not be able to secure the financing necessaryto begin or sustain production at the Properties. Our failure to raise needed funding could also result in our inability to meet our futureroyalty and work commitments under our mineral leases, which could result in a forfeiture of our mineral interest altogether and a defaultunder other financial commitments. In addition, should we incur significant losses in future periods, we may be unable to continue asa going concern, and we may not be able to realize our assets and settle our liabilities in the normal course of business at amounts reflectedin our financial statements included or incorporated herein by reference.

 

 

 

 

 15 
 

 

We may not be able to obtain permits required for development ofthe Properties.

 

In the ordinary course of business, mining companies are required toseek governmental permits for expansion of existing operations or for the commencement of new operations. We will be required to obtainnumerous permits for our Properties. Obtaining the necessary governmental permits is a complex and time-consuming process involving numerousjurisdictions and often involving public hearings and costly undertakings. Our efforts to develop the Properties may also beopposed by environmental groups. In addition, mining projects require the evaluation of environmental impacts for air,water, vegetation, wildlife, cultural, historical, geological, geotechnical, geochemical, soil and socioeconomic conditions. An EnvironmentalImpact Statement would be required before we could commence mine development or mining activities. Baseline environmental conditions arethe basis on which direct and indirect impacts of the Properties are evaluated and based on which potential mitigation measures wouldbe proposed. If the Properties were found to significantly adversely impact the baseline conditions, we could incur significant additionalcosts to avoid or mitigate the adverse impact, and delays in the development of Properties could result.

 

Permits would also be required for, among other things, storm-waterdischarge; air quality; wetland disturbance; dam safety (for water storage and/or tailing storage); septic and sewage; and water rightsappropriation. In addition, compliance must be demonstrated with the Endangered Species Act and the National Historical Preservation Act.

 

The mining industry is intensely competitive.

 

The mining industry is intensely competitive. We may be at a competitivedisadvantage because we must compete with other individuals and companies, many of which have greater financial resources, operationalexperience and technical capabilities than we do. Increased competition could adversely affect our ability to attract necessary capitalfunding or acquire suitable producing properties or prospects for mineral exploration in the future. We may also encounter increasingcompetition from other mining companies in our efforts to locate acquisition targets, hire experienced mining professionals and acquireexploration resources.

 

Our future success is subject to risks inherent in the mining industry.

 

Our future mining operations, if any, would be subject to all of thehazards and risks normally incident to developing and operating mining properties. These risks include:

 

·insufficient ore reserves;
·fluctuations in metal prices and increase in production costs that may make mining of reserves uneconomic;
·significant environmental and other regulatory restrictions;
·labor disputes; geological problems;
·failure of underground stopes and/or surface dams;
·force majeure events; and
·the risk of injury to persons, property or the environment.

 

 

 

 

 16 
 

 

Our future profitability will be affected by changes in the pricesof metals.

 

If we establish reserves, and complete development of a mine, our profitabilityand long-term viability will depend, in large part, on the market price of gold. The market prices for metals are volatile and are affectedby numerous factors beyond our control, including:

 

·global or regional consumption patterns;
·supply of, and demand for, gold and other metals;
·speculative activities;
·expectations for inflation; and,
·political and economic conditions.

 

The aggregate effect of these factors on metals prices is impossiblefor us to predict. Decreases in metals prices could adversely affect our ability to finance the exploration and development of our properties,which would have a material adverse effect on our financial condition and results of operations and cash flows. There can be no assurancethat metals prices will not decline.

 

The price of gold may decline in the future.If the price of gold and silver is depressed for a sustained period, we may be forced to suspend operations until the prices increase,and to record asset impairment write-downs. Any continued or increased net losses or asset impairments would adversely affect our financialcondition and results of operations. 

 

We are subject to significant governmental regulations.

 

Our operations and exploration and development activities are subjectto extensive federal, state, and local laws and regulations governing various matters, including:

 

·environmental protection;
·management and use of toxic substances and explosives;
·management of natural resources;
·exploration and development of mines, production and post-closure reclamation;
·taxation;
·labor standards and occupational health and safety, including mine safety; and
·historic and cultural preservation.

 

Failure to comply with applicable laws and regulations may result incivil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining orcurtailing operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could resultin us incurring significant expenditures. We may also be required to compensate private parties suffering loss or damage by reason ofa breach of such laws, regulations or permitting requirements. It is also possible that future laws and regulations, or a more stringentenforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictionson or suspensions of any future operations and delays in the exploration of our properties.

 

 

 

 

 17 
 

 

Changes in mining or environmental laws could increase costs andimpair our ability to develop our properties.

 

From time to time the U.S. and Mexican governments may determine torevise U.S. or Mexican mining and environmental laws. It remains unclear to what extent new legislation or regulations may affect existingmining claims or operations. The effect of any such revisions on our operations cannot be determined conclusively until such revisionis enacted; however, such legislation could materially increase costs on properties located on federal lands, such as ours, and such revisioncould also impair our ability to develop the Properties and to explore and develop other mineral projects.

 

Mineral exploration and development inherently involves significantand irreducible financial risks. We may suffer from the failure to find and develop profitable mineral deposits.

 

The exploration for and development of mineraldeposits involves significant financial risks, which even a combination of careful evaluation, experience and knowledge may not eliminate.Unprofitable efforts may result from the failure to discover mineral deposits. Even if mineral deposits are found, such deposits may beinsufficient in quantity and quality to return a profit from production, or it may take a number of years until production is possible,during which time the economic viability of the project may change. Few properties which are explored are ultimately developed into producingmines. Mining companies rely on consultants and others for exploration, development, construction and operating expertise.

 

Substantial expenditures are required to establishore reserves, extract metals from ores and, in the case of new properties, to construct mining and processing facilities. The economicfeasibility of any development project is based upon, among other things, estimates of the size and grade of ore reserves, proximity toinfrastructures and other resources (such as water and power), metallurgical recoveries, production rates and capital and operating costsof such development projects, and metals prices. Development projects are also subject to the completion of favorable feasibility studies,issuance and maintenance of necessary permits and receipt of adequate financing.

 

Once a mineral deposit is developed, whetherit will be commercially viable depends on a number of factors, including: the particular attributes of the deposit, such as size, gradeand proximity to infrastructure; government regulations including taxes, royalties and land tenure; land use, importing and exportingof minerals and environmental protection; and mineral prices. Factors that affect adequacy of infrastructure include: reliability of roads,bridges, power sources and water supply; unusual or infrequent weather phenomena; sabotage; and government or other interference in themaintenance or provision of such infrastructure. All of these factors are highly cyclical. The exact effect of these factors cannot beaccurately predicted, but the combination may result in not receiving an adequate return on invested capital.

 

Significant investment risks and operationalcosts are associated with our exploration activities. These risks and costs may result in lower economic returns and may adversely affectour business.

 

Mineral exploration, particularly for gold, involves many risks andis frequently unproductive. If mineralization is discovered, it may take a number of years until production is possible, during whichtime the economic viability of the project may change.

 

Development projects may have no operatinghistory upon which to base estimates of future operating costs and capital requirements. Development project items such as estimates ofreserves, metal recoveries and cash operating costs are to a large extent based upon the interpretation of geologic data, obtained froma limited number of drill holes and other sampling techniques, and feasibility studies. Estimates of cash operating costs are then derivedbased upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery ratesof metals from the ore, comparable facility and equipment costs, anticipated climate conditions and other factors. As a result, actualcash operating costs and economic returns of any and all development projects may materially differ from the costs and returns estimated,and accordingly, our financial condition and results of operations may be negatively affected.

 

 

 

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Our failure to satisfy the financial commitmentsunder the agreements controlling our rights to explore on our current prospects could result in our loss of those potential opportunities.

 

We hold all of our mineral interests underagreements and commitments that require ongoing financial obligations, including work commitments. Our failure to satisfy those obligationscould result in a loss of those interests. In such an event, we would be required to recognize an impairment of the assets currently reportedin our financial statements.

 

We are required to obtain government permitsto begin new operations. The acquisition of such permits can be materially impacted by third party litigation seeking to prevent the issuanceof such permits. The costs and delays associated with such approvals could affect our operations, reduce our revenues, and negativelyaffect our business as a whole.

 

Mining companies are required to seek governmentalpermits for the commencement of new operations. Obtaining the necessary governmental permits is a complex and time-consuming process involvingnumerous jurisdictions and often involving public hearings and costly undertakings. The duration and success of permitting efforts arecontingent on many factors that are out of our control. The governmental approval process may increase costs and cause delays dependingon the nature of the activity to be permitted, and could cause us to not proceed with the development of a mine. Accordingly, this approvalprocess could harm our results of operations.

 

Any of our future acquisitions may result in significant risks,which may adversely affect our business.

 

An important element of our business strategy is the opportunisticacquisition of operating mines, properties and businesses or interests therein within our geographical area of interest. While it is ourpractice to engage independent mining consultants to assist in evaluating and making acquisitions, any mining properties or intereststherein we may acquire may not be developed profitably or, if profitable when acquired, that profitability might not be sustained. Inconnection with any future acquisitions, we may incur indebtedness or issue equity securities, resulting in increased interest expense,or dilution of the percentage ownership of existing shareholders. We cannot predict the impact of future acquisitions on the price ofour business or our Common Stock. Unprofitable acquisitions, or additional indebtedness or issuances of securities in connection withsuch acquisitions, may impact the price of our Common Stock and negatively affect our results of operations.

 

Our ability to find and acquire new mineralproperties is uncertain. Accordingly, our prospects are uncertain for the future growth of our business.

 

Because mines have limited lives based on provenand probable ore reserves, we may seek to replace and expand our future ore reserves, if any. Identifying promising mining propertiesis difficult and speculative. Furthermore, we encounter strong competition from other mining companies in connection with the acquisitionof properties producing or capable of producing gold. Many of these companies have greater financial resources than we do. Consequently,we may be unable to replace and expand future ore reserves through the acquisition of new mining properties or interests therein on termswe consider acceptable. As a result, our future revenues from the sale of gold or other precious metals, if any, may decline, resultingin lower income and reduced growth.

 

 

 

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Corporate and securities laws and regulations are likely to increaseour costs.

 

The Sarbanes-Oxley Act of 2002 (“SOX”), which became lawin July 2002, has impacted our corporate governance, securities disclosure and compliance practices. In response to the requirements ofSOX, the SEC and major stock exchanges have promulgated rules and listing standards covering a variety of subjects. Compliance with theserules and listing standards are likely to increase our general and administrative costs, and we expect these to continue to increase inthe future. In particular, we are required to include the management report on internal control as part of our annual reports pursuantto Section 404 of SOX. We have evaluated our internal control systems in order (i) to allow management to report on our internal controls,as required by these laws, rules and regulations, (ii) to provide reasonable assurance that our public disclosure will be accurate andcomplete, and (iii) to comply with the other provisions of Section 404 of SOX. We cannot be certain as to the timing of the completionof our evaluation, testing and remediation actions or the impact these may have on our operations. Furthermore, there is no precedentavailable by which to measure compliance adequacy. If we are not able to implement the requirements relating to internal controls andall other provisions of Section 404 in a timely fashion or achieve adequate compliance with these requirements or other requirements ofSOX, we might become subject to sanctions or investigation by regulatory authorities such as the SEC or FINRA. Any such action may materially adversely affect our reputation, financialcondition and the value of our securities, including our Common Stock. SOX and these other laws, rules and regulations have increasedlegal and financial compliance costs and have made our corporate governance activities more difficult, time-consuming and costly.

 

If we fail to maintain an effective system of internal controls,we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential shareholders couldlose confidence in our financial reporting, this would harm our business and the trading price of our stock.

 

Effective internal controls are necessary for us to provide reliablefinancial reports and effectively prevent fraud. If we cannot provide financial reports or prevent fraud, our business reputation andoperating results could be harmed. Inferior internal controls could also cause investors to lose confidence in our reported financialinformation, which could have a negative effect on the trading price of our stock.

 

Nevada law and our by-laws protect our directorsfrom certain types of lawsuits.

 

Nevada law provides that our directors will not be liable to us orour stockholders for monetary damages for all but certain types of conduct as directors. Our by-laws require us to indemnify our directorsand officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpationprovisions may have the effect of preventing shareholders from recovering damages against our directors caused by their negligence, poorjudgment or other circumstances. The indemnification provisions may require us to use our assets to defend our directors and officersagainst claims, including claims arising out of their negligence, poor judgment, or other circumstances.

 

Opposition of the Company’s exploration, development and operationalactivities may adversely affect the Company’s reputation, its ability to receive mining rights or permits and its current or futureactivities.

 

Maintaining a positive relationship with the communities in which theCompany operates is critical to continuing successful exploration and development. Community support for operations is a key componentof a successful exploration or development project. Various international and national laws, codes, resolutions, conventions, guidelinesand other materials relating to corporate social responsibility (including rights with respect to health and safety and the environment)may also require government consultation with communities on a variety of issues affecting local stakeholders, including the approvalof mining rights or permits.

 

The Company may come under pressure in the jurisdictions in which itexplores or develops to demonstrate that other stakeholders benefit and will continue to benefit from its commercial activities. Localstakeholders and other groups may oppose the Company’s current and future exploration, development and operational activities throughlegal or administrative proceedings, protests, roadblocks or other forms of public expression against the Company’s activities.Opposition by such groups may have a negative impact on the Company’s reputation and its ability to receive necessary mining rightsor permits. Opposition may also require the Company to modify its exploration, development or operational plans or enter into agreementswith local stakeholders or governments with respect to its projects, in some cases causing considerable project delays. Any of these outcomescould have a material adverse effect on the Company’s business, financial condition, results of operations and Common Share price.

 

 

 

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The title to the Company’s properties could be challengedor impugned.

 

Although the Company has or will receive title opinions for any propertiesin which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. TheCompany has not conducted surveys of the claims in which it holds direct or indirect interests and, therefore the precise area and locationof the properties may be in doubt. The Company’s properties may be subject to prior unregistered agreements or transfers or nativeland claims and title may be affected by unidentified or unknown defects. Title insurance is generally not available for mineral propertiesand the Company’s ability to ensure that it has obtained secure claims to individual mineral properties or mining concessions maybe constrained. A successful challenge to the Company’s title to a property or to the precise area and location of a property couldcause delays or stoppages to the Company’s exploration, development or operating activities without reimbursement to the Company.Any such delays or stoppages could have a material adverse effect on the Company’s business, financial condition and results ofoperations.

 

Risks Related to Our Stock

 

Future issuances of our Common Stock could dilute current shareholdersand adversely affect the market if it develops.

 

We have the authority to issue up to 250,000,000 shares of common stockand 5 million shares of preferred stock and to issue options and warrants to purchase shares of our Common Stock, without shareholderapproval. Future share issuances are likely due to our need to raise additional working capital in the future. Those future issuanceswill likely result in dilution to our shareholders. In addition, we could issue large blocks of our Common Stock to fend off unwantedtender offers or hostile takeovers without further shareholder approval, which would not only result in further dilution to investorsin this offering but could also depress the market value of our Common Stock, if a public trading market develops.

 

We may issue preferred stock that would have rights that are preferentialto the rights of our Common Stock that could discourage potentially beneficial transactions to our common shareholders.

 

An issuance of shares of preferred stock could result in a class ofoutstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over our Common Stockand could, upon conversion or otherwise, have all of the rights of our Common Stock. Our Board of Directors' authority to issue preferredstock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, proxy contestor otherwise by making these attempts more difficult or costly to achieve. The issuance of preferred stock could impair the voting, dividendand liquidation rights of common stockholders without their approval.

 

There is currently an illiquid market for our common shares, andshareholders may be unable to sell their shares for an indefinite period of time.

 

There is presently an illiquid market for our common shares. Thereis no assurance that a liquid market for our common shares will ever develop in the United States or elsewhere, or that if such a marketdoes develop that it will continue.

 

Over-the-counter stocks are subject to risks of high volatilityand price fluctuation.

 

We have not applied to have our shares listed on any stock exchangeor on the NASDAQ Capital Market, and we do not plan to do so in the foreseeable future. The OTC market for securities has experiencedextreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as commodity pricesand the investment markets generally, as well as economic conditions and quarterly variations in our results of operations, may adverselyaffect the market price of our Common Stock and make it more difficult for investors to sell their shares.

 

 

 

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Trading in our securities is on an electronic bulletin board establishedfor securities that do not meet NASDAQ listing requirements. As a result, investors will find it substantially more difficult to disposeof our securities. Investors may also find it difficult to obtain accurate information and quotations as to the price of, our Common Stock.

 

Our stock price may be volatile and as a result, shareholders couldlose all or part of their investment. The value of our shares could decline due to the impact of any of the following factors uponthe market price of our Common Stock:

 

·failure to meet operating budget;
·decline in demand for our Common Stock;
·operating results failing to meet the expectations of securities analystsor investors in any quarter;
·downward revisions in securities analysts' estimates or changes in generalmarket conditions;
·investor perception of the mining industry or our prospects; and
·general economic trends.

 

In addition, stock markets have experienced extreme price and volumefluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performanceand may adversely affect the market price of our Common Stock.

 

Outstanding shares that are eligible for future sale could adverselyimpact a public trading market for our Common Stock.

 

All of the shares of Common Stock that were distributed under the Acquisitionare free-trading shares. In addition, in the future, we may offer and sell shares without registration under the Securities Act. All ofsuch shares will be "restricted securities" as defined by Rule 144 ("Rule 144") under the Securities Act and cannotbe resold without registration except in reliance on Rule 144 or another applicable exemption from registration. Under Rule 144, our non-affiliates(who have not been affiliates within the past 90 days) can sell restricted shares held for at least six months, subject only to the restrictionthat we made available public information as required by Rule 144 (which restriction is not applicable after the shares have been heldby non-affiliates for at least 12 months). Our affiliates can sell restricted securities after they have been held for six months, subjectto compliance with manner of sale, volume restrictions, Form 144 filing and current public information requirements.

 

No prediction can be made as to the effect, if any, that future salesof restricted shares of common stock, or the availability of such common stock for sale, will have on the market price of our Common Stockprevailing from time to time. Sales of substantial amounts of such common stock in the public market, or the perception that such salesmay occur, could adversely affect the then prevailing market price of our Common Stock.

 

Owners of our Common Stock are subject to the “penny stock”rules.

 

Since our shares are not listed on a national stock exchange orquoted on the Nasdaq Market within the United States, trading in our shares on the OTC market is subject, to the extent the marketprice for our shares is less than $5.00 per share, to a number of regulations known as the "penny stock rules". Thepenny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide thecustomer with additional information including current bid and offer quotations for the penny stock, the compensation of thebroker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock heldin the customer's account, and to make a special written determination that the penny stock is a suitable investment for theinvestor and receive the investor’s written agreement to the transaction. To the extent these requirements may beapplicable they will reduce the level of trading activity in the secondary market for our shares and may severely and adverselyaffect the ability of broker-dealers to sell our shares, if a publicly traded market develops.

 

 

 

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We do not expect to pay cash dividends in the foreseeable future.Any return on investment may be limited to the value of our stock.

 

We have never paid any cash dividends on any shares of our capitalstock, and we do not anticipate that we will pay any dividends in the foreseeable future. Our current business plan is to retainany future earnings to finance the expansion of our business. Any future determination to pay cash dividends will be at the discretionof our Board of Directors, and will be dependent upon our financial condition, results of operations, capital requirements and other factorsas our board of directors may deem relevant at that time. If we do not pay cash dividends, our stock may be less valuable because a returnon your investment will only occur if our stock price appreciates.

 

Nevada law and our by-laws protect our directorsfrom certain types of lawsuits.

 

Nevada law provides that our directors will not be liable to us orour stockholders for monetary damages for all but certain types of conduct as directors. Our by-laws require us to indemnify our directorsand officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpationprovisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poorjudgment or other circumstances. The indemnification provisions may require us to use our assets to defend our directors and officersagainst claims, including claims arising out of their negligence, poor judgment, or other circumstances.

 

Risks Related To This Offering

 

The existence of outstanding options and warrants may impair ourability to raise capital.

 

At May 31, 2022, there were 17,443,510 shares of common stock issuableupon the exercise of outstanding options and warrants at an average exercise price of CDN$0.15. During the life of the notes, optionsand warrants, the holders are given an opportunity to profit from a rise in the market price of our Common Stock with a resulting dilutionin the interest of the other shareholders. Our ability to obtain additional financing during the period the notes, options, warrants areoutstanding may be adversely affected and the existence of the notes, options and warrants may have an effect on the price of our CommonStock. The holders of the warrants may be expected to exercise them at a time when we would, in all likelihood, be able to obtain anyneeded capital by a new offering of securities on terms more favorable than those provided by the warrants.

 

There are trading risks for low priced stocks.

 

The Common Stock is currently traded in the over-the-counter market on the OTC.QB quotation systemmaintained by the OTC Markets Group, Inc. As a consequence, an investor could find it more difficult to dispose of, or to obtain accuratequotations as to the price of, our securities.

 

The Securities Enforcement and Penny Stock Reform Act of 1990 requiresadditional disclosure, relating to the market for penny stocks, in connection with trades in any stock defined as a penny stock. The Commissionrecently adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security issuedby an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for three (3) years,(ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three (3) years, or (iii)average annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three (3) years. Unless anexception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure scheduleexplaining the penny stock market and the risks associated therewith.

 

 

 

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If our securities are not quoted on NASDAQ, or we do not have $2,000,000in net tangible assets, trading in our securities will be covered by Rules 15-g-1 through 15-g-6 promulgated under the Exchange Act fornon-NASDAQ and nonexchange listed securities. Under such rules, broker-dealers who recommend such securities to persons other than establishedcustomers and accredited investors must make a special written suitability determination that the penny stock is a suitable investmentfor the purchaser and receive the purchaser's written agreement to this transaction. Securities are exempt from these rules if the marketprice of the Common Stock is at least $5.00 per share.

 

The market price of our securities could be adversely affected bysales of registered and restricted securities.

 

Actual sales or the prospect of future sales of shares of our CommonStock under Rule 144 may have a depressive effect upon the price of, and market for, our Common Stock. As of May 31, 2022, 126,108,700shares of our Common Stock were issued and outstanding 101,387,502 of these shares are "restricted securities" and under somecircumstances may, in the future, be under a registration under the Securities Act or in compliance with Rule 144 adopted under the SecuritiesAct. In general, under Rule 144, a person who is not and has not been an affiliate for at least 90 days and has beneficially owned restrictedshares of common stock for at least six months is entitled to sell the shares provided the Company is current in filing its reports withthe SEC or has otherwise made available current public information as defined in the Rule; and after such person has held the shares forat least 12 months, is entitled to sell the shares without restriction. Persons who are affiliates of the Company or have been affiliatesof the Company within the past 90 days may sell restricted securities, subject to satisfying other conditions, provided they have ownedthe shares for at least six months and provided further that within any three-month period, the number of shares may not exceed:

 

·The greater of one percent of the total number of outstanding shares of the same class; or

 

·If our Common Stock is quoted on Nasdaq or a stock exchange, the average weekly trading volume during the four calendar weeks immediately preceding the sale.

 

We cannot predict what effect, if any, that sales of shares of commonstock, or the availability of these shares for sale, will have on the market prices prevailing from time-to-time. Nevertheless, the possibilitythat substantial amounts of common stock may be sold in the public market may adversely effect prevailing prices for our Common Stockand could impair our ability to raise capital in the future through the sale of equity securities.

 

Our ability to issue additional securities without shareholder approvalcould have substantial dilutive and other adverse effects on existing stockholders and investors in this offering.

 

We have the authority to issue additional shares of common stock andto issue options and warrants to purchase shares of our Common Stock without shareholder approval. Future issuance of common stock couldbe at values substantially below the exercise price of the warrants, and therefore could represent further substantial dilution to youas an investor in this offering. In addition, we could issue large blocks of voting stock to fend off unwanted tender offers or hostiletakeovers without further shareholder approval. As of March 31, 2022, we had issued options for 2,000,000 shares and with exercisableoptions to purchase up to 1,500,000 shares of common stock at a weighted average exercise price of $0.09 per share are currently vested,outstanding warrants exercisable to purchase up to 15,943,510 shares of common stock at a weighted average exercise price of CDN $0.15per share. Exercise of these warrants and options could have a further dilutive effect on existing stockholders and you as an investor.

 

 

 

 

 

 

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Market for the Company’s Common Stockand Related Stockholder Matters

 

The Common Stock was approved for quotation on the OTC Bulletin Boardunder the ticker symbol “AHNR” The Company’s shares are now quoted on the OTC.QB of the OTC Markets Group, Inc. Inaddition, since October, 2021 our Common Stock has been approved for trading on the Canadian Securities Exchange under the symbol “ATHA”.The following sets forth the high and low trading prices on the OTC.QB for the periods shown:

 

   2021   2020 
   High   Low   High   Low 
First quarter ended March 31  $0.14   $0.05   $0.04   $0.01 
Second quarter ended June 30  $0.10   $0.06   $0.15   $0.02 
Third quarter ended September 30  $0.10   $0.07   $0.10   $0.05 
Fourth quarter ended December 31  $0.20   $0.10   $0.07   $0.04 

 

The closing price of the Company's common stock as of March 31, 2022was $0.06, as reported on the OTC.QB. The OTC.QB prices are bid and ask prices which represent prices between broker-dealers and do notinclude retail mark-ups and mark-downs or any commissions to the broker-dealer. The prices do not reflect prices in actual transactions.As of May 24, 2022 there were approximately 72 record owners of the Company's common stock.

 

The OTC.QB is a registered quotation service that displays real-timequotes, last sale prices and volume information in over-the-counter (OTC) securities. An OTC equity security generally is any equity thatis not listed or traded on NASDAQ or a national securities exchange. The OTCQB is not an issuer listing service, market or exchange. Althoughthe OTCQB does not have any listing requirements, per se, to be eligible for quotation on the OTCQB, issuers must remain current in theirfilings with the SEC or applicable regulatory authority.

 

Trading in our Common Stock is subject to rules adopted by the SECregulating broker dealer practices in connection with transactions in "penny stocks." Those disclosure rules applicable to pennystocks require a broker dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardizedrisk disclosure document prepared by the SEC. That disclosure document advises an investor that investment in penny stocks can be veryrisky and that the investor's salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure containsfurther warnings for the investor to exercise caution in connection with an investment in penny stocks, to independently investigate thesecurity, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security.The broker dealer must also provide the customer with certain other information and must make a special written determination that thepenny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Further, therules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing marketinformation about the prices of the securities.

 

Rules Governing Low-Price Stocks that May Affect Our Shareholders'Ability to Resell Shares of Our Common Stock

 

Quotations on the OTC/QB reflect inter-dealer prices, without retailmark-up, markdown or commission and may not reflect actual transactions. The Common Stock may be subject to certain rules adopted by theSEC that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks generally are securitieswith a price of less than $5.00, other than securities registered on certain national exchanges or quoted on the Nasdaq system, providedthat the exchange or system provides current price and volume information with respect to transaction in such securities. The additionalsales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in ourshares which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

 

 

 

 

 25 
 

 

The penny stock rules require broker-dealers, prior to a transactionin a penny stock not otherwise exempt from the rules, to make a special suitability determination for the purchaser to receive the purchaser’swritten consent to the transaction prior to sale, to deliver standardized risk disclosure documents prepared by the SEC that providesinformation about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also providethe customer with current bid and offer quotations for the penny stock. In addition, the penny stock regulations require the broker-dealerto deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market,unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payableto the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is requiredto send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and informationwith respect to the limited market in penny stocks.

 

Holders

 

As of the date of this prospectus, we have approximately 72 shareholdersof record of the Company’s common stock.

 

Rule 144 Shares

 

As of the date of this prospectus, we have 101,387,502 shares of commonstock issued and outstanding that are available for resale by our shareholders to the public under Rule 144 of the Securities Act. However,in the future, we may issue shares without registration under the Securities Act in reliance upon exemptions from the registration requirementsof the Securities Act, in which event those shares would be deemed “restricted securities” and may, in the future, becomeeligible for resale under Rule 144.

 

Effective February 15, 2008, the SEC amended Rule 144 as part of itsefforts to facilitate public and private capital-raising and ease disclosure requirements, particularly for smaller companies but alsofor large public companies. Under Rule 144, as amended, a non-affiliate of an issuer is eligible to resell restricted securities afterthey have been owned for six months without regard to the former rules related to manner of sale, volume limitations and the requirementto file a Form 144 with the SEC. After a non-affiliate has owned restricted securities for one year, the amended Rule 144 eliminates therequirement that the issuer have current public information available.

 

Under the amended Rule 144, affiliates of an issuer may resell restrictedsecurities after the applicable six month holding period but continue to be subject to the current public information, volume limitation,manner of sale and Form 144 filing requirements. However, the manner of sale has been amended to permit resales through “risk listprincipal transactions”, as well as “broker’s transactions”. The revised Rule 144 also eliminates the manner ofsale requirements for resale of debt securities by affiliates and increases the volume limitations for resales of debt securities by affiliatesto an amount not to exceed 10% of a particular tranche that such debt securities were issued under in any three-month period.

 

Dividends

 

As of the filing of this prospectus, we have not paid any dividendsto our shareholders. There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to doso in the future. Delaware law prohibits us from declaring dividends where, after giving effect to the distribution of the dividend, wewould not be able to pay our debts as they become due in the usual course of business; or if our total assets would be less than the sumof our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superiorto those receiving the distribution.

 

Transfer Agent

 

The transfer agent and registrar for our common and preferred stockis Equiniti, Inc., 3200 Cherry Creek Drive South, Suite 430, Denver, CO 80209.

 

 

 

 

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Equity CompensationPlan Information

 

2020 Equity Incentive Plan

 

The Board of Directors of the Company concluded, in order toattract and hire key technical personnel and management as our Company grows, it will be necessary to offer option packages inorder to compete effectively with other companies seeking the support of these highly qualified individuals. After carefulconsideration, the Board recommended the approval of the Company’s 2020 Equity Incentive Plan as being in the best interestsof Stockholders.

 

The 2020 Equity Incentive Plan was approved by written consent of Stockholdersholding 75% of the Company’s outstanding common stock, and was adopted by the Board of Directors. The Company is authorized to grantrights to acquire up to a maximum of 10,000,000 shares of common stock under the Plan. The Plan is authorized to grant incentive stockoptions that qualify under Section 422 of the Internal Revenue Code of 1986, as amended.

 

The 2020 Plan provides for the grant of (1) both incentive and nonstatutorystock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights (collectively, "StockAwards"). Incentive stock options granted under the 2017 Plan are intended to qualify as "incentive stock options" withinthe meaning of Section 422 of the Code. Nonstatutory stock options granted under the 2020 Plan are intended not to qualify as incentivestock options under the Code.

 

As of the date of this prospectus, there have been no grants made underthe Plan.

 

 

Use of Proceeds

 

We are registering these shares pursuant to the registration rightsgranted to Nubian. We will not receive any proceeds from the sale or other disposition by Nubian of the shares of our Common Stock coveredby this prospectus.

 

 

 

 

 

 

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

We use the terms “Athena,” “we,” “our,”and “us” to refer to Athena Gold Corporation and its consolidated subsidiary, Athena Minerals, Inc (“AMI”).

 

The following discussion should be read in conjunction with our financialstatements, including the notes thereto, appearing elsewhere in this Report. The discussion of results, causes and trends should not beconstrued to imply any conclusion that these results or trends will necessarily continue into the future.

 

Forward-Looking Statements

 

Some of the information presented in this Registration Statement constitutes“forward-looking statements. These forward-looking statements include, but are not limited to, statements that include terms suchas “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 fromcurrent expectations. Although we believe our expectations are based on reasonable assumptions within the bounds of our knowledge of ourbusiness 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 theyare made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the dateon which they are made.

 

Business Overview

 

Athena Gold Corporation (“we,” “our,” “us,”or “Athena”) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December23, 2003 and began our mining operations in 2010.

 

In December 2009, we formed and organized a wholly-ownedsubsidiary, Athena Minerals, Inc. (“Athena Minerals”) which owns and operates mining interests and property in California.On December 31, 2020 we sold the subsidiary to Mr. John Gibbs, a related party, in a non-cash exchange.

 

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

  

Results of Operations for the Three Months Ended March 31, 2022and 2021

 

   Three Months Ended 
   3/31/22   3/31/21 
Operating expenses          
Exploration, evaluation and project expenses  $192,566   $35,677 
General and administrative expenses   137,588    214,103 
Total operating expenses   330,154    249,780 
           
Net operating loss   (330,154)   (249,780)
           
Interest expense       (7,192)
Revaluation of warrant liability   592,098     
Net income (loss)  $261,944   ($256,972)

 

During the three months ended March 31, 2022, our net income was approximately$262,000 as compared to a net loss of approximately $257,000 during the same period in 2021. The 2022 operating loss of approximately$330,000 increased approximately $80,000 over the prior year period and was mainly attributable to the exploration and evaluation of theProject. The 2022 net income was increased by approximately $593,000 gain on the change in value of the warrant liability associated witha private placement in May and September 2021.

 

 

 

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Operating expenses:

 

Our total operating expenses increased approximately $80,000, fromapproximately $250,000 to approximately $330,000 for the three months ended March 31, 2022, and 2021, respectively.

 

During the three months ended March 31, 2022, we incurred approximately$193,000 of exploration costs, which were costs associated with our RC drill program on the Project. Our general and administrative expensesdecreased by approximately $76,000, to approximately $138,000 from approximately $214,000 for the three months ended March 31, 2022, and2021, respectively.

 

On March 22, 2021, the Company issued a total of 2,000,000 non-statutorystock options to four individuals, three of which are Directors of the Company, the other an independent technical consultant. Upon vesting,each option is exercisable to purchase one share of common stock at a price of $0.09 per share. The options vest 50% upon issuance, and25% on each of the 1st and 2nd anniversaries of the grant date. During each vesting period or upon the vesting datea percentage of the total value of the options issued and outstanding is charged to stock-based compensation. Stock based compensationexpense decreased $117,000 year over year with an offsetting increase in professional fees.

 

Other income and expense:

  

On May 25, 2021, we completed a private placement in which we sold6,250,000 units. Each unit was priced at CAD$0.08 and consisted of one share of the Company’s common stock and one stock purchasewarrant granting the holder the right to purchase one additional share of common stock at a price of CAD$0.15. The warrants expire threeyears from the date of issuance. An additional 173,810 warrants were granted to a Canadian broker as a placement fee. We realized totalproceeds of $401,823 net of offering costs.

 

At December 31, 2021, the warrant liability wasvalued at $683,063. As of March 31, 2022, the warrant liability was valued at $281,109, resulting in a gain on revaluation of warrantliability of $401,954.

 

On September 30, 2021 we completed a private placementin which we sold 3,108,700 units. Each unit was priced at CAD$0.08 and consisted of one share of the Company’s common stock andone stock purchase warrant granting the holder the right to purchase one additional share of common stock at a price of CAD$0.15. Thewarrants expire May 31, 2024. All securities issued in connection with the offering are subject to restrictions on resale in Canada andthe United States pursuant to applicable securities laws and the policies of any applicable stock exchange. An additional 91,000 BrokerWarrants (“Broker Warrants”) were granted to a Canadian broker as a placement fee. We realized total proceeds of $190,552net of offering costs.

 

At December 31, 2021, the warrant liability wasvalued at $341,145. As of March 31, 2022, the warrant liability was valued at $151,001, resulting in a gain on revaluation of warrantliability of $190,144

  

Liquidity and Capital Resources

 

Going Concern

 

Our consolidated financial statements have been prepared on a goingconcern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Assetrealization values may be significantly different from carrying values as shown in our consolidated financial statements and do not giveeffect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a goingconcern.

  

 

 

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At March 31, 2022, we had not yet achieved profitable operations andwe have accumulated losses of approximately $11,000,000 since our inception. We expect to incur further losses in the development of ourbusiness, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concerndepends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normalbusiness operations when they come due.

 

We have financed our capital requirements primarily through borrowingsfrom related parties and equity financings. We expect to meet our future financing needs and working capital and capital expenditure requirementsthrough additional borrowings and offerings of debt or equity securities, although there can be no assurance that our future financingefforts will be successful. The terms of future financing could be highly dilutive to existing shareholders. Currently, there are no arrangementsin place for additional equity funding or new loans.

 

Liquidity

 

As of March 31, 2022, we had approximately $40,000 of cash and a negativeworking capital of approximately $245,000. This compares to cash on hand of approximately $32,000 and negative working capital of approximately$117,000 on March 31, 2021.

 

During the twelve months ended December 31, 2021, we have sold 14,358,700shares of common stock in private placements realizing proceeds of $742,375. We anticipate that future funding will be in the form ofadditional equity financing from the sale of our Common Stock, or loans from officers, directors or significant shareholders.

 

Cash Flows

 

A summary of our cash provided by and used in operating, investingand financing activities is as follows:

 

   Three Months Ended 
   3/31/22   3/31/21
Net cash used in operating activities  $(107,675)  $(118,309)
Net cash provided by financing activities   75,000    141,400 
Net increase in cash   (32,675)   23,091 
Cash, beginning of period   72,822    8,986 
Cash, end of period  $40,147   $32,077 

 

Net cash used in operating activities:

 

Net cash used in operating activities was approximately $108,000 andapproximately $118,000 during the three months ended March 31, 2022 and 2021, respectively.

 

Cash used in operating activities during the three months ended March31, 2022, is primarily attributed to the increase in accounts payable of $195,000

  

 

 

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Net cash provided by financing activities:

 

Cash provided by financing activities during thethree months ended March 31, 2022, was approximately $75,000. During March 2022, the Company executed two promissory notes with John Gibbsfor $50,000 and $25,000 at 6% that is payable on demand. Both notes were converted into shares as part of the private placement on April13, 2022.

   

Off Balance Sheet Arrangements:

 

We do not have and never had any off-balance sheet arrangements.

 

Recent Accounting Pronouncements

 

We do not expect the adoption of recently issued accountingpronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with U.S. GAAPrequires us to make estimates, assumptions and judgments that affect the amounts reported in our financial statements. The accountingpositions described below are significantly affected by critical accounting estimates.

 

We believe that the significant estimates, assumptions and judgmentsused when accounting for items and matters such as capitalized mineral rights, asset valuations, recoverability of assets, asset impairments,taxes, and other provisions were reasonable, based upon information available at the time they were made. Actual results could differfrom these estimates, making it possible that a change in these estimates could occur in the near term.

  

Foreign Currency

 

The Company is exposed to currency risk on transactions and balancesin currencies other than the functional currency. The Company has not entered any contracts to manage foreign exchange risk. The functionalcurrency of the Company is the US dollar; therefore, the Company is exposed to currency risk from financial assets and liabilities denominatedin Canadian dollars.

 

Mineral Rights

 

We have determined that our mining rights meet the definition of mineralrights, as defined by accounting standards, and are tangible assets. As a result, our direct costs to acquire or lease mineral rightsare initially capitalized as tangible assets. Mineral rights include costs associated with: leasing or acquiring patented and unpatentedmining claims; leasing mining rights including lease signature bonuses, lease rental payments and advance minimum royalty payments; andoptions to purchase or lease mineral properties.

 

If we establish proven and probable reserves for a mineral propertyand establish that the mineral property can be economically developed, mineral rights will be amortized over the estimated useful lifeof the property following the commencement of commercial production or expensed if it is determined that the mineral property has no futureeconomic value or if the property is sold or abandoned. For mineral rights in which proven and probable reserves have not yet been established,we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicatethat the carrying value may not be recoverable. Proven and probable reserves have not been established for any mineral rights as of September30, 2021.

 

 

 

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Impairment of Long-lived Assets

 

We continually monitor events and changes in circumstances that couldindicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable. When such events or changesin circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets willbe recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amountof these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

  

Exploration Costs

 

Mineral exploration costs are expensed as incurred. When it has beendetermined that it is economically feasible to extract minerals and the permitting process has been initiated, exploration costs incurredto further delineate and develop the property are considered pre-commercial production costs and will be capitalized and included as minedevelopment costs in our consolidated balance sheets.

 

Share-based Payments

 

We measure and recognize compensation expense or professional servicesexpense for all share-based payment awards made to employees, directors and non-employee consultants based on estimated fair values. Weestimate the fair value of stock options on the date of grant using the Black-Scholes-Merton option pricing model, which includes assumptionsfor expected dividends, expected share price volatility, risk-free interest rate, and expected life of the options. Our expected volatilityassumption is based on our historical weekly closing price of our stock over a period equivalent to the expected life of the options.

 

We expense share-based compensation, adjusted for estimated forfeitures,using the straight-line method over the vesting term of the award for our employees and directors and over the expected service term forour non-employee consultants. We estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actualforfeitures differ from our estimates. Our excess tax benefits, if any, cannot be credited to stockholders’ equity until the deductionreduces cash taxes payable; accordingly, we realized no excess tax benefits during any of the periods presented in the accompanying consolidatedfinancial statements.

  

Income Taxes

 

We account for income taxes through the use of the asset and liabilitymethod. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financialstatement carrying amounts of existing assets and liabilities and their respective tax basis, and for income tax carry-forwards. A valuationallowance is recorded to the extent that we cannot conclude that realization of deferred tax assets is more likely than not. Deferredtax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporarydifferences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognizedin operations in the period that includes the enactment date.

 

We follow a two-step approach to recognizing and measuring tax benefitsassociated with uncertain tax positions taken, or expected to be taken in a tax return. The first step is to determine if, based on thetechnical merits, it is more likely than not that the tax position will be sustained upon examination by a taxing authority, includingresolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that ismore than 50% likely to be realized upon ultimate settlement with a taxing authority. We recognize interest and penalties, if any, relatedto uncertain tax positions in our provision for income taxes in the consolidated statements of operations. To date, we have not recognizedany tax benefits from uncertain tax positions.

 

 

 

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Results of Operations for the Years Ended December 31, 2021 and2020

 

A summary of our results from operations is as follows:

 

   Twelve Months Ended 
   12/31/21   12/31/20
Operating expenses          
Exploration, evaluation and project expenses  $137,983   $89,550 
General and administrative expenses   614,478    187,556 
Total operating expenses   752,461    277,106 
           
Net operating loss   (752,461)   (277,106)
           
Interest expense - related party   0    (112,140)
Interest expense   (12,192)   (20,822)
Gain on extinguishment of debt   3,880    0 
Revaluation of warrant liability   (269,482)   0 
Net loss  $(1,030,255)  $(410,068)

 

For the twelve months ending December 31, 2021, the Company increasedgeneral and administrative expenses by approximately $430,000. The increase was due to the following year over year variances:

 

Twelve months ending  12/31/2021   12/31/2020   Variance 
Legal and other professional fees  $370,000   $141,000   $229,000 
Share based compensation   158,000    0    158,000 
Stock exchange fees   68,000    23,000    45,000 
Other general expenses   18,000    24,000    (6,000)
Total  $614,000   $188,000   $426,000 

 

·The increase in legal and professional fees increase is associatedwith the acquisition and maintenance of the Project and our listing on the Canadian Stock Exchange (“CSE”).

 

·On March 22, 2021, the Company issued a total of 2,000,000 non-statutory stock options to four individuals, three of which are Directorsof the Company, the other an independent technical consultant. Upon vesting, each option is exercisable to purchase one share of commonstock at a price of $0.09 per share. The options vest 50% upon issuance, and 25% on each of the first and second anniversariesof the grant date. The Company recognized share-based compensation expense related to the stock options of $128,000 for 2021.

 

·On March 22, 2021 the Company agreed to issue a total of 300,000 restrictedstock units at a price of $0.10 per share to the independent technical consultant helping design our 2021 exploration programs at theProject. As such, we have recorded stock-based compensation in the amount of $30,000.

 

·The increase in stock exchange fees was a result of listing on the CSE and other compliance reporting.

 

 

 

 

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For the year ended December 31, 2021 there was a variance $48,000 forthe same period in 2020 in exploration and evaluation expenses. We have begun initial activities on our future exploration programs whichhas resulted in an additional exploration cost compared to 2020. 

 

For the year ended December 31, 2020 interest expense includes $112,140of related party interest associated with the convertible credit facility, and $20,822 of interest expense associated with the convertiblenote payable which includes $14,649 of interest expense resulting from the amortization of the note discount.

 

On May 25, 2021 we completed a private placement in which we sold 6,250,000units. Each unit was priced at CAD$0.08 and consisted of one share of the Company’s common stock and one stock purchase warrantgranting the holder the right to purchase one additional share of common stock at a price of CAD$0.15. At inception date of May 25, 2021,we determined the warrants fair value to be $485,052. For the twelve months ending December 31, 2021, the warrant liability was valuedat $683,063, resulting in a revaluation of warrant liability of $198,011.

 

On September 30, 2021 we completed a private placement in which wesold 3,108,700 units. Each unit was priced at CAD$0.08 and consisted of one share of the Company’s common stock and one stock purchasewarrant granting the holder the right to purchase one additional share of common stock at a price of CAD$0.15. At inception date of September30, 2021, we determined the warrants fair value to be $269,674. For the twelve months ending December 31, 2021, the warrant liabilitywas valued at $341,145, resulting in a revaluation of warrant liability of $71,471.

 

Liquidity and Capital Resources:

 

The Company has no revenue generating operations from which it caninternally generate funds. To date, the Company’s ongoing operations have been financed by the sale of its equity securities byway of public offerings, private placements and the exercise of incentive stock options and share purchase warrants. The Company believesthat it will be able to secure additional private placements and public financings in the future, although it cannot predict the sizeor pricing of any such financings. This situation is unlikely to change until such time as the Company can develop a bankable feasibilitystudy on one of its projects.

 

On May 25, 2021 we completed a private placementin which we sold 6,250,000 units. We realized total proceeds of $401,823 net of offering costs. Additionally, on September 30, 2021 wecompleted a private placement in which we sold 3,108,700 units. We realized total proceeds of $190,552 net of offering costs.

 

Liquidity

 

As of December 31, 2021, we had approximately$73,000 of cash and working capital of approximately $74,000. This compares to cash on hand of approximately $9,000 and negative workingcapital of approximately $236,000 at December 31, 2020.

 

The Company expects that it will operate at a loss for the foreseeablefuture and believes the current cash and cash equivalents and working capital will be sufficient for it to maintain its currently heldproperties, fund its planned exploration, and fund its currently anticipated general and administrative costs for at least the next 12months from the date of this report. However, the Company does expect that it will be required to raise additional funds through publicor private equity financings in the future in order to continue in business in the future past the immediate 12 month period. Should suchfinancing not be available in that time-frame, the Company will be required to reduce its activities and will not be able to carry outall of its presently planned exploration and, if warranted, development activities on its currently anticipated scheduling.

 

 

 

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Capital Management

 

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

 

As of December 31, 2021, the capital structure of the Company consistsof 119,858,700 shares of common stock, par value $0.0001. The Company manages the capital structure and adjusts it in response to changesin economic conditions, its expected funding requirements, and risk characteristics of the underlying assets. The Company’s fundingrequirements are based on cash forecasts. In order to maintain or adjust the capital structure, the Company may issue new debt, new sharesand/or consider strategic alliances. Management reviews its capital management approach on a regular basis. The Company is not subjectto any externally imposed capital requirements.

 

Off Balance Sheet Arrangements

 

We do not engage in any activities involving variable interest entitiesor off-balance sheet arrangements.

 

Critical Accounting Policies and Use of Estimates

 

Stock based compensation is measured at grant date, based on the fairvalue of the award, and is recognized as an expense over the employee’s requisite service period. We estimate the fair value ofeach stock option as of the date of grant using the Black-Scholes pricing model. The Company determines the expected life based on historicalexperience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Companyuses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximatelyequal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate payingany cash dividends in the foreseeable future.

 

Mineral property exploration costs are expensed as incurred until suchtime as 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 chosento expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once the Company has identifiedproven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enterthe development stage and capitalize future costs until production is established. When a property reaches the production stage, the relatedcapitalized costs will be amortized over the estimated life of the probable-proven reserves. When the Company has capitalized mineralproperties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company hasnot established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed.

 

 

 

 

 

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DESCRIPTION OF BUSINESS.

 

DEFINITIONS

 

The following sets forthdefinitions of certain important mining terms used in this report.

 

“Ag” isthe abbreviation for silver.

 

“Au” isthe abbreviation for gold.

 

“Backfill”is primarily waste sand or rock used to support the roof or walls after removal of ore from a stope.

 

“By-Product”is a secondary metal or mineral product recovered in the milling process such, as gold.

 

“Concentrate” is a veryfine powder-like product containing the valuable metal from which most of the waste material in the ore has been eliminated.

 

“Contained Ounces”represents ounces in the ground before reduction of ounces not able to be recovered by applicable metallurgical process.

 

“Cut-off Grade”is the minimum metal at which an ore body can be economically mined; used in the calculation of reserves in a given deposit.

 

“Cyanidation”is a method of extracting gold or silver by dissolving it in a weak solution of sodium or potassium cyanide.

 

“Development”is work carried out for the purpose of accessing a mineral deposit. In an underground mine that includes shaft sinking, crosscutting,drifting and raising. In an open pit mine, development includes the removal of over burden.

 

“Dilution”is an estimate of the amount of waste or low-grade mineralized rock which will be mined with the ore as part of normal mining practicesin extracting an ore body.

 

“Doré”is unrefined gold and silver bullion bars which contain gold, silver and minor amounts of impurities which will be further refinedto almost pure metal.

 

“Drilling”

 

Core: witha hollow bit with a diamond cutting rim to produce a cylindrical core that is used for geological study and assays used in mineral exploration.

 

In-fill:is any method of drilling intervals between existing holes, used to provide greater geological detail and to help establish reserveestimates.

 

 

 

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“Exploration”is prospecting, sampling, mapping, diamond drilling and other work involved in searching for ore.

   

Gold”is a metallic element with minimum fineness of 999 parts per 1000 parts pure gold.

 

“Grade”is the amount of metal in each ton of ore, expressed as troy ounces per ton or grams per tonne for precious metals.

 

“Heap LeachPad” is a large impermeable foundation or pad used as a base for ore during heap leaching.

 

“Heap LeachingProcess” is a process of extracting gold and silver by placing broken ore on an impermeable pad and applying a diluted cyanidesolution that dissolves a portion of the contained gold and silver, which are then recovered in metallurgical processes.

 

“Hectare”is a metric unit of area equal to 10,000 square meters (2.471 acres).

 

“Mill”is a processing facility where ore is finely ground and thereafter undergoes physical or chemical treatments to extract the valuablemetals.

 

“Mill-Lead Grades”are metal content of mined ore going into a mill for processing.

 

“MineralizedMaterial” is gold and/or silver bearing material that has been physically delineated by one or more of a number of methods,including drilling, underground work, surface trenching and other types of sampling. This material has been found to contain a sufficientamount of mineralization of an average grade of metal or metals to have economic potential that warrants further exploration evaluation.While this material is not currently or may never be classified as ore reserves, it is reported as mineralized material only if the potentialexists for reclassification into the reserves category. This material cannot be classified in the reserves category until final technical,economic and legal factors have been determined. Under the United States Securities and Exchange Commission’s (“SEC”)standards, a mineral deposit does not qualify as a reserve unless it can be economically and legally extracted at the time of reservedetermination and it constitutes a proven or probable reserve (as defined below). In accordance with Securities of Exchange Commissionguidelines, mineralized material reported in the Company’s reports filed with the SEC no longer includes inferred mineral resources.

 

“Mining Rate”tons of ore mined per day or even specified time period.

 

“Open Pit” is a mine where the minerals are mined entirelyfrom the surface.

 

“Operating CashCosts Per Ounce” are cash costs per ounce minus production taxes and royalties.

 

“Ore”is rock, generally containing metallic or non-metallic minerals, which can be mined and processed at a profit.

 

 

 

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“Ore Body”is a sufficiently large amount of ore that can be mined economically.

 

“Ore Reserve”is the part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.

 

“Probable Reserve”is a part of a mineralized deposit which can be extracted or produced economically and legally at the time of the reserve determination.The quantity and grade and/or quality of a probable reserve is computed from information similar to that used for a proven reserve, butthe sites for inspection, sampling and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance,although lower than that for proven reserves, is high enough to assume continuity between points of observation. Mining dilution, whereappropriate, has been factored into the estimation of probable reserves.

 

“Proven Reserve”is a portion of a mineral deposit which can be extracted or produced economically and legally at the time of the reserve determination.The quantity of a proven reserve is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or qualityare computed from the results of detailed sampling and the sites for inspections, sampling and measurement are spaced so closely and thegeologic character is so well defined that size, shape, depth and mineral content of a proven reserve is well-established. Mining dilution,where appropriate, has been factored into the estimation of proven reserves.

 

“Reclamation”is the process by which lands disturbed as a result of mining activity are modified to support beneficial land use. Reclamation activitymay include the removal of buildings, equipment, machinery and other physical remnants of mining, closure of tailings, leach pads andother features, and contouring, covering and re-vegetation of waste rock and other disturbed areas.

 

“Recovery Rate”is a term used in process metallurgy to indicate the proportion of valuable material physically recovered in the processing of ore.It is generally stated as a percentage of material recovered compared to the material originally present.

 

“Refining”is the final stage of metal production in which impurities are removed from the molten metal.

 

“Run-of-mineOre” is mined ore which has not been subjected to any pretreatment, such as washing, sorting or crushing prior to processing.

 

“Silver”is a metallic element with minimum fineness of 995 parts per 1000 parts pure silver.

 

“Stripping Ratio”is the ratio of the number of tons of waste material to the number of tons of ore extracted at an open-pit mine.

 

“Tailings”is the material that remains after all economically and technically recovered precious metals have been removed from the ore duringprocessing.

 

“Ton”means a short ton which is equivalent to 2,000 pounds, unless otherwise specified.

 

“Total costs”are the sum of cash costs and non-cash costs.

 

 

 

 

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Overview

 

We were incorporated on December 23, 2003, in Delaware and our principalbusiness is the acquisition and exploration of mineral resources.

 

In January 2021, the company’s Board of Directors approved aname change from Athena Silver Corporation, to Athena Gold Corporation. Athena is engaged in the acquisition and exploration of mineralresources. We began our mining operations in 2010.

 

We entered into a mining lease and option agreement which granted usmining rights to the Langtry silver prospect located in San Bernardino County California. Due to the depressed commodities prices overthe ensuing decade, we were never able to engage in meaningful exploration efforts. On April 28,2020, Athena Silver Corporation entered into an agreement to terminate lease with an option to buy dated March 10, 2016 with Bruce andElizabeth Strachan, Trustees of the Bruce and Elizabeth Strachan Revocable Living Trust dated July 25, 2007, including any and all amendmentsthereto dated April 28, 2020 with respect to the Langtry Mine in California. As a result of this termination agreement, all scheduledlease option payments due in 2020 and beyond were considered terminated and void upon signing of the agreement.

 

In December 2009, we formed and organized a new wholly-owned subsidiary,Athena Minerals, Inc. (“Athena Minerals”) which owned and operated our mining interests and properties in California. On December31, 2020 we sold the subsidiary to Tripower Resources Inc., a company controlled by Mr. John Gibbs, a related party, in a non-cash exchangeto satisfy our more than $2.0 million debt to Mr. Gibbs which is discussed further below and in the Notes to the Consolidated FinancialStatements included in this report.

 

Effective December 27, 2021 (the “Effective Date”), Nubiancompleted the sale to the Company of a 100% interest in Nubian’s former Excelsior Springs exploration project located in EsmeraldaCounty, Nevada, USA, as contemplated in an option agreement dated December 11, 2020, as amended on November 10, 2021, among the Company,Nubian and Nubian Resources USA. Pursuant to the sale transaction, the Company acquired the interest in the Project through its acquisitionof all of the outstanding shares of Nubian Resources USA, the legal owner of the claims and mineral rights comprising the Project. Thesale of the Nubian Resources USA shares was effected pursuant to the terms of a share purchase agreement dated December 27, 2021, amongthe Company, Nubian and Nubian Resources USA. As a result of the transaction, through its ownership of Nubian Resources USA, Athena nowholds a 100% interest in the Project, subject to a 1% of net smelter returns royalty with respect to the Project granted to Nubian.

 

In addition to the royalty, Nubian received an aggregate of 50,000,000shares of Athena Common Stock as consideration for the transactions under the Option Agreement and the Share Purchase Agreement. Underthe terms of the Share Purchase Agreement, Nubian agreed to use commercially reasonable efforts to distribute all of the Shares to itsshareholders, pro rata, subject to certain conditions, including that the distribution can be effected in accordance with applicable lawsand the policies of the TSX Venture Exchange, exempt from the requirements to file a prospectus in Canada, as discussed below. Accordingly,Nubian proposes to distribute the Shares to its shareholders pro rata by way of a return of capital distribution and effect the statedcapital reduction to reflect such distribution.

 

The following is a summary of the terms of the Share Purchase Agreement,which summary is qualified in its entirety by reference to the Share Purchase Agreement:

 

·The consideration paid to Nubian for 100% of the issued and outstanding shares of Nubian Resources USA consisted of:
oAn aggregate of 50,000,000shares of Common Stock, which number includesthe 5,000,000 shares of Common Stock previously issued to Nubian under the Option Agreement; and
oA 1% Net Smelter Royalty on all production from the Property.
·The Shares were issued as “restricted securities” under theSecurities Act of 1933, as amended (“Securities Act”). However, the Company has agreed to file a registration statement onForm S-1 registering the distribution by Nubian of the Shares to the Nubian Shareholders, pro rata. Nubian has undertaken to completethe distribution of all the Shares once the S-1 registration statement has been declared effective.
·Pending completion of the S-1 and distribution of the Shares, for aperiod of 12 months following the Effective Date or until Nubian owns less than 4.9% of the issued and outstanding shares of Common Stock,Nubian has agreed to exercise its voting rights with respect to such shares in a manner to support the recommendations of the Athena Boardof Directors except for (i) voting on any proposed change in control transaction or (ii) voting on any proposed sale of all or substantiallyall of the Property, including a property included known as Palmetto.
·Nubian shall be entitled to nominate one representative to serve on the Athena Board of Directors.

 

 

 

 39 
 

 

Athena’s agreement with Nubian includes 100% of the 140unpatented claims at the Project with two additional patented claims held under a lease option that are subject to a 2% net smelterreturns royalty on gold production. Under the terms of the Option Agreement, Nubian will retain a 1% net smelter returns royalty(“NSR Royalty”) on the Project if Athena fully exercises the option. Athena will have the right to purchase 0.5% (beingone half) of the NSR Royalty for CAD $500,000 and the remaining 0.5% of the NSR Royalty at fair market value.

 

On June 3, 2022, the Company entered intoan agreement to purchase the Fortunatus and Prout Patented Mining Claims (Mineral Survey 4106) from CHRISTIAN V. BRAMWELL TRUST datedApril 16, 2012 as restated (“Seller”), which patented claims are currently leased through our wholly-owned subsidiary NubianResources USA, Ltd. These claims are an integral part of the Project. The purchase price is $185,000 payable in installments. The currentlease expires in June 2023 and the purchase agreement is intended to supersede and replace the existing lease agreement. The transactionis scheduled to close on or before July 1, 2022.

 

Excelsior Springs is our flagship project and we completed a N.I. 43-101Technical Report as required for our listing on the Canadian Stock Exchange that details past work and drill programs and highlight futureexploration plans to advance the Project.

 

We have not presently determined whether our mineral properties containmineral reserves that are economically recoverable.

 

Our primary focus going forward will be to continue evaluating ourproperties, as well as possible acquisitions of additional mineral rights and exploration, all of which will require additional capital.

 

Conflicts of Interests

 

Magellan Gold Corporation (“Magellan”) is a publicly-heldcompany under common control. John Gibbs is a significant shareholder of both Athena and Magellan.

 

Silver Saddle Resources, LLC (“Silver Saddle”) is a privatecompany under common control. Mr. Power and Mr. Gibbs are significant investors and managing members of Silver Saddle.

 

Athena, Magellan and Silver Saddle are exploration stage companies,and each is involved in the business of acquisition and exploration of mineral resources.

 

The existence of common ownership and common management could resultin significantly different operating results or financial position from those that could have resulted had Athena, Magellan and SilverSaddle been autonomous. In addition, the common ownership could result in significant conflicts of interest both in terms of the allocationof working capital as well as under the doctrine of corporate opportunity, inasmuch as all three entities are engaged in mineral explorationin the United States. Messrs. Power and Gibbs have not adopted any policy or guidelines to mitigate the potential adverse effects of theirconflicting interests between and among, Athena, Magellan and Silver Saddle.

 

Investors in Athena should be cognizant that the interests of Athenamay, in the future, be in conflict with the other activities of Athena’s control persons.

 

 

 

 

 40 
 

 

EXCELSIOR SPRINGS PROJECT

 

The Project is Athena Gold’s flagship property.

 

The Project has been explored by a number of companies over thepast 30 years during which it is believed that at least 84 RC drill holes totaling 35,873 feet have been drilled. The target is alarge tonnage, moderate grade gold deposit amenable to open pit mining.

 

Location and Access:

 

The Project is located in the southeast part of unsurveyed Township5 south, Range 39 and 40 east, MDBM, Esmeralda County, Nevada, approximately 45 miles southwest of Goldfield, Nevada. The Property isaccessed by traveling 14.5 miles (23.2 km) south of Goldfield on US highway 95 and then turning west onto Nevada State Route 266 at LidaJunction and proceeding west for approximately 28.7 miles (45.9 km). Just past mile marker 12, a county-maintained gravel road turns northand leads five miles (8 km) to the Project. There is a locked gate at the southern edge of the patented claims. The Property lies on themoderately hilly south flank of the Palmetto Mountains at an elevation of 6,000 to 8,000 feet (1,829 – 2,439 m) with moderate toheavy juniper/pinion pine cover.

 

The Project comprises 140 unpatented mining claims and two patentedmining claims. All of the claims are held by our wholly-owned subsidiary Nubian Resources USA (“Nubian”) and located on FederalGovernment land administered by the Department of Interior's Bureau of Land Management ("BLM"). The two patented claims areleased to Nubian by the owner, Christian Bramwell, of Pahrump, Nevada. The patented claims, the Prout and Fortunatus (MS 4106), were locatedin 1873 and 1892, respectively, and were patented in 1912. The patented claims have both surface and mineral rights. Ownership of theunpatented claims gives the right to explore for and develop mineral resources but no surface rights.

 

The Property consists of 42 “EX” and 88 “ES”contiguous, unpatented lode mining claims covering approximately 2,884 acres (1,167 hct) and two patented claims covering 40 acres (16.1hct). A separate block of ten “ES” claims covering 202 acres (84 hct) is located approximately one mile (1.6 km) northwestof the main block of claims

.

 

Legal Ownership

 

Nubian leased the two patented claims comprising part of the ExcelsiorSprings property until June 2023 under the following terms: Nubian must make pre-production royalty payments to the owner of $15,000 peryear during exploration and $20,000 per year once commercial production begins. All payments are credited against a 2% Net Smelter ReturnRoyalty on production. After 2023, Nubian must purchase the two patented claims for $300,000 or renegotiate the terms of the lease.

 

Nubian Resources will retain a 1% Net Smelter Returns Royalty (the“NSR Royalty”) on the Project upon the exercise of the Second Option by Athena. One-half (0.5%) of the NSR Royalty may bepurchased by Athena for CAD $500,000 payable to Nubian. An additional one-half (0.5%) of the NSR Royalty may be purchased by Athena atfair market value.

 

 

 

 41 
 

 

History:

 

The Buster Mine claim block was discovered in 1872 and has been throughseveral periods of small-scale mining and exploration efforts. During the late 1800s and perhaps the early 1900s there was unconfirmedproduction from the Buster Mine of an estimated 18,000 tons at 1.2 oz Au/ton (37.3 g/T). Little else is known about work on the mine untilFernan Lemieux re-timbered the Buster shaft in 1964 at a reported cost of $50,000 (Grant, 1986). A visual inspection of the shaft indicatedthe ladders were still in good condition. Since 1964, the Project has been explored by a number of companies as described below:

 

  · 1960s & 1970s – Efforts to re-timber the shafts and attempts at small scale mining
  · 1986 – Great Pacific Resources (11 RC holes)
  · 1988 – Lucky Hardrock JV (12 RC holes)
  · 2005-2007 – Walker Lane Gold (22 RC holes)
  · 2008 – Evolving Gold (8 RC holes)
  · 2011-2014 – Global Geoscience and partner Osisko Mining (31 RC holes & Geophysics)

 

Geology and Mineralization:

 

The project comprises 140 unpatented and two patented lode claims covering2,884 acres (1,167 hct). The project has had some historic, high-grade gold production from silicified zones on the patented claims. Thesezones are contained in several, large, intensely altered, E-W-trending shear zones in Paleozoic siltstones and limestones. These shearzones host structurally and lithologically controlled gold mineralization within a 3 X 1 km area of intense clay alteration. The shearzones have been collectively named the Excelsior Springs Shear Zone, ESSZ, and form the core of the exploration targets on the property.

 

Geology and Mineralization. The Property lies within the WalkerLane, a regional-scale zone of northwest-trending, strike-slip faulting. The Walker Lane hosts a significant number of precious metaldeposits including the Comstock Lode at Virginia City, Borealis, Aurora, Mineral Ridge, Paradise Peak, Rawhide, Tonopah, Goldfield andthe Bullfrog District. These deposits are Tertiary in age, and all have a very strong structural control for the mineralization. However,the author has not verified information with respect to the abovementioned deposits, and information in this Report with respect to thesedeposits is not necessarily indicative of the mineralization on the Project. The Project area contains a thick section of basal Precambrian-Cambriansedimentary rocks that are complexly interlayered by thrust faults with the Ordovician Palmetto Formation. On the Project, there are alarge number of prospect pits, small trenches and drill roads concentrated along the Project structural zone ("ESSZ"), a 1,000foot-wide and 10,000 foot-long (304 m x 3,048 m), east-west-trending zone of shearing and alteration. Underground workings on the twopatented claims have been the source of the Project's unverified, historic production, reported to be 19,200 oz Au (18,000 tons containing1.2 oz Au/ton (37.3 g Au/T)). Assay results for the 84 RC holes that have been drilled on the Project show that 51 of the holes (61 %)contain a 20-foot interval averaging 0.25 g Au/T, typical cut-off grade for Nevada open-pit gold mines. Forty of the holes (48 %) containa 20-foot interval averaging 0.5 g Au/T, and 24 of the holes (29 %) contain a 20-foot interval averaging 1.0 g Au/T.

 

Property Geology. The Project area contains basalPrecambrian-Cambrian sedimentary rocks complexly interlayered by thrust faults with the Ordovician Palmetto Formation, as seen inFigure 17 (McKee, 1985). Lithologic units shown on the map are listed below.

 

Qa - Alluvium, (Quaternary) - sand and gravel.

 

Tq - Quartz porphyry and alaskite dikes, (Miocene) - Light-colored,quartz-rich fine- grained intrusive rocks.

 

Opa - Palmetto Formation, (Ordovician) - Heterogeneous mixtureof dark, thin-bedded chert, shale, limestone and quartzites, usually in thrust fault contact with older rocks.

 

 

 

 42 
 

 

Ce - Emigrant Formation, (Cambrian) - Gray- green limey siltstonewith sandstone interbeds. Grades upward into platy, gray, aphanitic limestone with chert nodules, chert beds and intraformational limestoneconglomerates.

 

Ch - Harkless Formation, (Cambrian) - Interbedded fine-grainedsandstone, siliceous siltstone and thin limestone.

 

 

 

Miocene rhyolite and hornblende diorite dikes (Tq) occur throughoutthe Project and are particularly abundant in the area east of the Project. Most of the dikes are aligned parallel to the east-west toeast-northeast trends of the mineralization in the ESSZ. The quartz-rich rhyolite dikes appear to be more closely associated with alterationand gold mineralization than do the hornblende diorite dikes.

 

The 3,500 foot-thick (1,067 m), Cambrian-age (Ch) Harkless Formationseems to be the predominant host for the alteration and mineralization and is divided into a lower, greenish-gray quartz-rich siltstonemember and an upper olive-gray siltstone member. Limestone layers, up to 100 feet-thick (30 m), occur in the lower member. The Cambrian-age(Ce) Emigrant Formation overlying the Harkless consists of a lower, multi-colored limestone-siltstone member, a middle, greenish-grayshale member and an upper, gray, cherty limestone member. The Emigrant Formation is about 1,300 feet-thick (396 m).

 

Mineralized Zones. The east-west trending ESSZ shows stronghydrothermal alteration over an area 1,000-1,800 feet-wide (305 – 549 m) and 10,000 feet-long (3,050 m) and appears to extend underQuaternary gravels to the west of the Buster and pit areas. In addition to the area around the Buster shaft, there are many other scatteredzones of anomalous gold and base metal mineralization within the ESSZ. There are large, well developed, east-west-trending drainages tothe north and south of the ESSZ. These drainages also contain outcrops of strongly altered rocks that have not been closely examined.Mineralization on the claims is hosted mostly in the Harkless Formation and the Emigrant Formation. Mineralization occurs almost entirelyin shear zones which are characterized by brecciation, silicification and local mylonitization. The ESSZ contains well developed fracturesstriking east-west and well mineralized sets of north-, northeast- and northwest-striking fractures. There are several gold-bearing quartzveins containing galena and tetrahedrite in the shear zones that represent a post-deformation period of mineralization. Most of the mineralizedzones do not contain visible sulfides.

 

Gold mineralization is localized by the structures and occurs as veinletsand veins. Gold also appears to occur in a disseminated form in favorable stratigraphic units. Brecciated quartz veins are common in themineralized zones but frequently exhibit no direct correlation with higher gold values. Quartz-copper veins and pods of white quartz arealso brecciated and locally re-cemented with fine-grained crystalline to chalcedonic silica. A strong correlation between visible copperand/ or zinc oxides and carbonates and higher-grade gold values has been noted. Cadmium and antimony values are anomalous but somewhatrandomly distributed, and arsenic is strongly correlated with gold values greater than 8 ppm.

 

 

 

 43 
 

 

EXPLORATION ACTIVITIES:

 

Summary

 

Athena has begun an initial work program for the Projectcomprising the following:

 

  · Data compilation and review;

 

  · Geologic mapping and sampling of selected areas of the project;

 

  · Acquisition and evaluation of hyperspectral satellite imagery for alteration studies;

 

  · Refining the project's structural model for mineralization;

 

  · Developing a 3-D, computer generated model of the Buster area mineralization;

 

  · Creating a new set of 1:1200 scale cross sections to include all drill holes.

 

(a)      Data Compilation. There is a large amount of historic datagenerated by previous exploration programs on the Project. Much of the earlier data is incomplete and weakly documented but still useful.A new compilation of all the drilling results including collar location, hole azimuth, dip, total depth and gold values has been completedand used to construct the three-dimensional model and new cross sections.

 

(b)      Geologic Mapping and Sampling. Approximately 20 man-dayshave been spent mapping in selected areas of the project. Mapping was done on detailed color photos at a scale of 1:2,400 with a particularfocus on alteration zones and structural features. This new work is being integrated into the existing geologic map and will be fullydigital. The new geologic map has not been completed, but it will serve as a base layer for showing alteration, mineralization, structures,geophysical data and drill hole projections. In conjunction with the mapping of selected areas, the Company has collected and processed100 surface rock chip samples. Custody of these samples was maintained by the geologists and then delivered to American Assay Labs inSparks, Nevada. All samples were fire assayed for gold, and an ICP process was used for other elements. The assay process is describedin Section 11.1 of this Report and duplicate, standard and blank samples were used.

 

(c)      Hyperspectral Data.SpecTir Imagery of Reno, Nevada provided a suite of hyperspectral images covering the area around the project. The study shows the alterationmineralogy image generated by the SpecTIR data. The Buster zone clearly shows strong kaolinite and sodium-rich illite (paragonite) alteration.The strong clay alteration zone continues eastward to the Ridge zone (447300 E) and further east into the Project area (448000 E).Further east and west from the Buster zone the clay mineralogy becomes potassium-rich phengite along with muscovite.

 

(d)      Refining the StructuralModel. Ore deposits found within the Walker Lane and particularly mineralized zones in the ESSZ are both structurally and lithologicallycontrolled.

 

(e)      Three-DimensionalModel. Geo Vector Consultants in Ottawa, Canada has utilized the updated drill hole data base for the Project and has generated the3-D model for the mineralized zones. There are multiple intercepts of potentially well mineralized material in many of the holes, butfurther infill drilling is needed to better confirm continuity of the zones between the holes.

 

(f)       Cross Sections.Mine Development Associates ("MDA"), a division of RESPEC Inc., consultants in Reno, is generating a complete set of 1:600 scalecross sections along with a topographic map showing all of the drill holes and mineralized intervals.

 

 

 

 44 
 

 

EXPLORATION PLANS

 

The Company was granted a drilling and exploration permit (the “DrillPermit”) by the BLM in December 2021 for up to 6 drill pads and 11 reverse circulation (“RC”) drill holesat the Project in Esmeralda County, Nevada. Athena has posted the required reclamation bond with the BLM to secure the Drill Permit.

 

Athena entered into a contract with New Frontier Drilling and in April2022 completed its maiden RC drill program with 11 RC holes on both the patented and unpatented claims totaling approximately 5,500 feet.

 

Athena has submitted the samples from the drill program to an independentassay lab in Reno, Nevada for analysis.

 

If our Phase One drilling program is successful, future explorationphases would be needed to precisely define depth, width, length, tonnage and value per ton of any deposit that has been identified andwould involve:

 

  ·

RC and CORE drilling to further explore our claim block;

Conduct a new gradient array IP survey that will provide data to a depth of approximately 900 feet (274 m) and better define the southwestern chargeability zone.

  · conducting metallurgical testing; and
  · obtaining other pertinent technical information required to define an ore reserve and complete a feasibility study.

 

Depending upon the nature of the particular deposit, future explorationphases on the property could take one to five years or more and cost well in excess of $1 million.

 

OTHER NON-MATERIAL PROJECTS

 

(a)PALMETTO PROSPECT

 

Nubian Resources USA, Ltd. also holds eight (8) unpatented mining claimscovering a prospect known as Palmetto located in the Railroad Springs Mining District in Esmeralda County, Nevada. The Company has nocurrent plans to explore the prospect which for now will be held for investment.

 

 

(b)CROW SPRINGS PROSPECT

 

Athena leased from an independent geologist seven unpatented miningclaims and then staked four additional unpatented mining claims for a total of eleven (11) claims in the Crow Springs Mining Districtlocated in Esmeralda County, Nevada.

 

The Company has no current plans to explore the prospectwhich for now will be held for investment.

 

 

 

 45 
 

 

No Proven or Probable Mineral Reserves/Exploration Stage Company

 

We are considered an exploration stage company under SEC criteria sincewe have not demonstrated the existence of proven or probable mineral reserves at any of our properties. The SEC defines a “reserve”as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination.Proven or probable mineral reserves are those reserves for which (a) quantity is computed and (b) the sites for inspection,sampling, and measurement are spaced so closely that the geologic character is defined and size, shape and depth of mineral content canbe established (proven) or the sites are farther apart or are otherwise less adequately spaced but high enough to assume continuity betweenobservation points (probable). Mineral Reserves cannot be considered proven or probable unless and until they are supported by a feasibilitystudy, indicating that the mineral reserves have had the requisite geologic, technical and economic work performed and are economicallyand legally extractable.

 

If we demonstrate the existenceof proven or probable reserves at any of our properties, we anticipate further updating our mining properties disclosure in accordancewith the SEC’s Final Rule 13-10570, Modernization of Property Disclosures for Mining Registrants, which became effective February25, 2019, and which rescinds SEC Industry Guide 7 following a two-year transition period, which means that we will be requiredto comply with the new rule no later than our fiscal year beginning January 1, 2021.

 

 

MARKETING

 

All of our Gold mining operations, if successful, will producegold in doré form or a concentrate that contains gold.

 

We plan to market our refined metal and doré to credit worthybullion trading houses, market makers and members of the London Bullion Market Association, industrial companies and sound financial institutions.The refined metals will be sold to end users for use in electronic circuitry, jewelry, silverware, and the pharmaceutical and technologyindustries. Generally, the loss of a single bullion trading counterparty would not adversely affect us due to the liquidity of the marketsand the availability of alternative trading counterparties.

 

We plan to refine and market its precious metals doré and concentratesusing a geographically diverse group of third party smelters and refiners. The loss of any one smelting and refining client may have amaterial adverse effect if alternate smelters and refiners are not available. We believe there is sufficient global capacity availableto address the loss of any one smelter.

 

 

 

 

 46 
 

 

GOVERNMENT REGULATION

 

General

 

Our activities are and will be subject to extensive federal, stateand local laws governing the protection of the environment, prospecting, mine development, production, taxes, labor standards, occupationalhealth, mine safety, toxic substances and other matters. The costs associated with compliance with such regulatory requirements are substantialand possible future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the developmentand continued operation of our properties, the extent of which cannot be predicted. In the context of environmental permitting, includingthe approval of reclamation plans, we must comply with known standards and regulations which may entail significant costs and delays.Although we are committed to environmental responsibility and believe we are in substantial compliance with applicable laws and regulations,amendments to current laws and regulations, more stringent implementation of these laws and regulations through judicial review or administrativeaction or the adoption of new laws could have a materially adverse effect upon our results of operations.

 

Federal Environmental Laws

 

Certain mining wastes from extraction and beneficiation of ores arecurrently exempt from the extensive set of Environmental Protection Agency (“EPA”) regulations governing hazardous waste,although such wastes may be subject to regulation under state law as a solid or hazardous waste. The EPA has worked on a program to regulatethese mining wastes pursuant to its solid waste management authority under the Resource Conservation and Recovery Act (“RCRA”).Certain ore processing and other wastes are currently regulated as hazardous wastes by the EPA under RCRA. If our future mine wastes,if any, were treated as hazardous waste or such wastes resulted in operations being designated as a “Superfund” site underthe Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or “Superfund”) for cleanup,material expenditures would be required for the construction of additional waste disposal facilities or for other remediation expenditures.Under CERCLA, any present owner or operator of a Superfund site or an owner or operator at the time of its contamination generally maybe held liable and may be forced to undertake remedial cleanup action or to pay for the government’s cleanup efforts. Such owneror operator may also be liable to governmental entities for the cost of damages to natural resources, which may be substantial. Additionalregulations or requirements may also be imposed upon our future tailings and waste disposal, if any, in Nevada under the Federal CleanWater Act (“CWA”) and state law counterparts. We have reviewed and considered current federal legislation relating to climatechange and we do not believe it to have a material effect on our operations. Additional regulation or requirements under any of theselaws and regulations could have a materially adverse effect upon our results of operations.

 

EXCELSIOR SPRINGS PROJECT CLAIMS

 

The following map shows the location of the patented and unpatentedmining claims that comprise the Excelsior Springs Project:

 

 

 

 

 47 
 

 

Excelsior Springs Project- List of ES Claims

 

  Claim Name NMC #   Claimant Valid Until
1 ES 1 1045871   Nubian Resources USA Ltd. 9/1/2021
2 ES 3 1045873   Nubian Resources USA Ltd. 9/1/2021
3 ES 5 1045875   Nubian Resources USA Ltd. 9/1/2021
4 ES 7 1045877   Nubian Resources USA Ltd. 9/1/2021
5 ES 9 1045879   Nubian Resources USA Ltd. 9/1/2021
6 ES 11 1045881   Nubian Resources USA Ltd. 9/1/2021
7 ES 13 1045883   Nubian Resources USA Ltd. 9/1/2021
8 ES 15 1045885   Nubian Resources USA Ltd. 9/1/2021
9 ES 17 1045887   Nubian Resources USA Ltd. 9/1/2021
10 ES 19 1045889   Nubian Resources USA Ltd. 9/1/2021
11 ES 21 1045891   Nubian Resources USA Ltd. 9/1/2021
12 ES 23 1045893   Nubian Resources USA Ltd. 9/1/2021
13 ES 25 1045895   Nubian Resources USA Ltd. 9/1/2021
14 ES 27 1045897   Nubian Resources USA Ltd. 9/1/2021
15 ES 29 1045899   Nubian Resources USA Ltd. 9/1/2021
16 ES 31 1045901   Nubian Resources USA Ltd. 9/1/2021
17 ES 33 1045903   Nubian Resources USA Ltd. 9/1/2021
18 ES 35 1045905   Nubian Resources USA Ltd. 9/1/2021
19 ES 37 1045907   Nubian Resources USA Ltd. 9/1/2021
20 ES 39 1045909   Nubian Resources USA Ltd. 9/1/2021
21 ES 40 1045910   Nubian Resources USA Ltd. 9/1/2021
22 ES 41 1045911   Nubian Resources USA Ltd. 9/1/2021
23 ES 42 1045912   Nubian Resources USA Ltd. 9/1/2021
24 ES 43 1045913   Nubian Resources USA Ltd. 9/1/2021
25 ES 44 1045914   Nubian Resources USA Ltd. 9/1/2021
26 ES 45 1045915   Nubian Resources USA Ltd. 9/1/2021
27 ES 46 1045916   Nubian Resources USA Ltd. 9/1/2021
28 ES 47 1045917   Nubian Resources USA Ltd. 9/1/2021
29 ES 48 1045918   Nubian Resources USA Ltd. 9/1/2021
30 ES 49 1045919   Nubian Resources USA Ltd. 9/1/2021
31 ES 50 1045920   Nubian Resources USA Ltd. 9/1/2021
32 ES 51 1045921   Nubian Resources USA Ltd. 9/1/2021

 

 

 

 

 48 
 

 

33 ES 52 1045922   Nubian Resources USA Ltd. 9/1/2021
34 ES 53 1045923   Nubian Resources USA Ltd. 9/1/2021
35 ES 54 1045924   Nubian Resources USA Ltd. 9/1/2021
36 ES 55 1045925   Nubian Resources USA Ltd. 9/1/2021
37 ES 56 1045926   Nubian Resources USA Ltd. 9/1/2021
38 ES 57 1045927   Nubian Resources USA Ltd. 9/1/2021
39 ES 58 1045928   Nubian Resources USA Ltd. 9/1/2021
40 ES 59 1045929   Nubian Resources USA Ltd. 9/1/2021
41 ES 60 1045930   Nubian Resources USA Ltd. 9/1/2021
42 ES 61 1045931   Nubian Resources USA Ltd. 9/1/2021
43 ES 62 1045932   Nubian Resources USA Ltd. 9/1/2021
44 ES 63 1045933   Nubian Resources USA Ltd. 9/1/2021
45 ES 64 1045934   Nubian Resources USA Ltd. 9/1/2021
46 ES 65 1045935   Nubian Resources USA Ltd. 9/1/2021
47 ES 66 1045936   Nubian Resources USA Ltd. 9/1/2021
48 ES 67 1045937   Nubian Resources USA Ltd. 9/1/2021
49 ES 68 1045938   Nubian Resources USA Ltd. 9/1/2021
50 ES 69 1045939   Nubian Resources USA Ltd. 9/1/2021
51 ES 70 1045940   Nubian Resources USA Ltd. 9/1/2021
52 ES 71 1045941   Nubian Resources USA Ltd. 9/1/2021
53 ES 72 1045942   Nubian Resources USA Ltd. 9/1/2021
54 ES 73 1045943   Nubian Resources USA Ltd. 9/1/2021
55 ES 74 1045944   Nubian Resources USA Ltd. 9/1/2021
56 ES 75 1045945   Nubian Resources USA Ltd. 9/1/2021
57 ES 76 1045946   Nubian Resources USA Ltd. 9/1/2021
58 ES 77 1045947   Nubian Resources USA Ltd. 9/1/2021
59 ES 78 1045948   Nubian Resources USA Ltd. 9/1/2021
60 ES 79 1045949   Nubian Resources USA Ltd. 9/1/2021
61 ES 80 1045950   Nubian Resources USA Ltd. 9/1/2021
62 ES 81 1045951   Nubian Resources USA Ltd. 9/1/2021
63 ES 82 1045952   Nubian Resources USA Ltd. 9/1/2021
64 ES 83 1045953   Nubian Resources USA Ltd. 9/1/2021
65 ES 84 1045954   Nubian Resources USA Ltd. 9/1/2021
66 ES 85 1045955   Nubian Resources USA Ltd. 9/1/2021
67 ES 86 1045956   Nubian Resources USA Ltd. 9/1/2021

 

 

 

 

 49 
 

 

68 ES 87 1045957   Nubian Resources USA Ltd. 9/1/2021
69 ES 88 1045958   Nubian Resources USA Ltd. 9/1/2021
70 ES 89 1045959   Nubian Resources USA Ltd. 9/1/2021
71 ES 90 1045960   Nubian Resources USA Ltd. 9/1/2021
72 ES 91 1045961   Nubian Resources USA Ltd. 9/1/2021
73 ES 92 1045962   Nubian Resources USA Ltd. 9/1/2021
74 ES 93 1045963   Nubian Resources USA Ltd. 9/1/2021
75 ES 94 1045964   Nubian Resources USA Ltd. 9/1/2021
76 ES 95 1045965   Nubian Resources USA Ltd. 9/1/2021
77 ES 96 1045966   Nubian Resources USA Ltd. 9/1/2021
78 ES 97 1045967   Nubian Resources USA Ltd. 9/1/2021
79 ES 98 1045968   Nubian Resources USA Ltd. 9/1/2021
80 ES 99 1045969   Nubian Resources USA Ltd. 9/1/2021
81 ES 100 1045970   Nubian Resources USA Ltd. 9/1/2021
82 ES103 1057362   Nubian Resources USA Ltd. 9/1/2021
83 ES105 1057364   Nubian Resources USA Ltd. 9/1/2021
84 ES107 1057366   Nubian Resources USA Ltd. 9/1/2021
85 ES109 1057368   Nubian Resources USA Ltd. 9/1/2021
86 ES176 1057394   Nubian Resources USA Ltd. 9/1/2021
87 ES179 1057395   Nubian Resources USA Ltd. 9/1/2021
88 ES180 1057396   Nubian Resources USA Ltd. 9/1/2021
89 ES245 1057460   Nubian Resources USA Ltd. 9/1/2021
90 ES246 1057461   Nubian Resources USA Ltd. 9/1/2021
91 ES247 1057462   Nubian Resources USA Ltd. 9/1/2021
92 ES248 1057463   Nubian Resources USA Ltd. 9/1/2021
93 ES249 1057464   Nubian Resources USA Ltd. 9/1/2021
94 ES250 1057465   Nubian Resources USA Ltd. 9/1/2021
95 ES251 1057466   Nubian Resources USA Ltd. 9/1/2021
96 ES252 1057467   Nubian Resources USA Ltd. 9/1/2021
97 ES253 1057468   Nubian Resources USA Ltd. 9/1/2021
98 ES254 1057469   Nubian Resources USA Ltd. 9/1/2021

 

 

 

 

 50 
 


 

Excelsior Springs Project - List of EX Claims
           
  Claim Name NMC #   Claimant  Valid Until
1 EX 1 887756   Nubian Resources USA Ltd. 9/1/2021
2 EX 2 887757   Nubian Resources USA Ltd. 9/1/2021
3 EX 3 887758   Nubian Resources USA Ltd. 9/1/2021
4 EX 4 887759   Nubian Resources USA Ltd. 9/1/2021
5 EX 5 887760   Nubian Resources USA Ltd. 9/1/2021
6 EX 6 887761   Nubian Resources USA Ltd. 9/1/2021
7 EX 7 887762   Nubian Resources USA Ltd. 9/1/2021
8 EX 8 887763   Nubian Resources USA Ltd. 9/1/2021
9 EX 9 887764   Nubian Resources USA Ltd. 9/1/2021
10 EX 10 887765   Nubian Resources USA Ltd. 9/1/2021
11 EX 11 887766   Nubian Resources USA Ltd. 9/1/2021
12 EX 12 887767   Nubian Resources USA Ltd. 9/1/2021
13 EX 13 887768   Nubian Resources USA Ltd. 9/1/2021
14 EX 14 887769   Nubian Resources USA Ltd. 9/1/2021
15 EX 20 897986   Nubian Resources USA Ltd. 9/1/2021
16 EX 21 897987   Nubian Resources USA Ltd. 9/1/2021
17 EX 22 897988   Nubian Resources USA Ltd. 9/1/2021
18 EX 23 897989   Nubian Resources USA Ltd. 9/1/2021
19 EX 24 897990   Nubian Resources USA Ltd. 9/1/2021
20 EX 25 897991   Nubian Resources USA Ltd. 9/1/2021
21 EX 26 897992   Nubian Resources USA Ltd. 9/1/2021
22 EX 27 897993   Nubian Resources USA Ltd. 9/1/2021
23 EX 28 897994   Nubian Resources USA Ltd. 9/1/2021
24 EX 29 897995   Nubian Resources USA Ltd. 9/1/2021
25 EX 30 897996   Nubian Resources USA Ltd. 9/1/2021
26 EX 31 897997   Nubian Resources USA Ltd. 9/1/2021
27 EX 32 897998   Nubian Resources USA Ltd. 9/1/2021
28 EX 33 897999   Nubian Resources USA Ltd. 9/1/2021
29 EX 34 898000   Nubian Resources USA Ltd. 9/1/2021
30 EX 35 898001   Nubian Resources USA Ltd. 9/1/2021
31 EX 36 898002   Nubian Resources USA Ltd. 9/1/2021
32 EX 37 898003   Nubian Resources USA Ltd. 9/1/2021
33 EX 38 898004   Nubian Resources USA Ltd. 9/1/2021
34 EX 39 898005   Nubian Resources USA Ltd. 9/1/2021
35 EX 40 898006   Nubian Resources USA Ltd. 9/1/2021
36 EX 41 898007   Nubian Resources USA Ltd. 9/1/2021
37 EX 42 898008   Nubian Resources USA Ltd. 9/1/2021
38 EX 43 898009   Nubian Resources USA Ltd. 9/1/2021
39 EX 44 898010   Nubian Resources USA Ltd. 9/1/2021
40 EX 45 898011   Nubian Resources USA Ltd. 9/1/2021
41 EX 46 898012   Nubian Resources USA Ltd. 9/1/2021
42 EX 47 898013   Nubian Resources USA Ltd. 9/1/2021

 

 

 

 

 51 
 

 

Unpatented Mining Claims: The Mining Law of 1872

 

Except for the Langtry Property, our mineral rights consist of leasescovering "unpatented" mining claims created and maintained in accordance with the U.S. General Mining Law of 1872, or the “GeneralMining Law.” Unpatented mining claims are unique U.S. property interests, and are generally considered to be subject to greatertitle risk than other real property interests because the validity of unpatented mining claims is often uncertain. The validity of anunpatented mining claim, in terms of both its location and its maintenance, is dependent on strict compliance with a complex body of federaland state statutory and decisional law that supplement the General Mining Law. Also, unpatented mining claims and related rights, includingrights to use the surface, are subject to possible challenges by third parties or contests by the federal government. In addition, thereare few public records that definitively control the issues of validity and ownership of unpatented mining claims. We have not filed apatent application for any of our unpatented mining claims that are located on federal public lands in the United States and, under possiblefuture legislation to change the General Mining Law, patents may be difficult to obtain.

 

Location of mining claims under the General Mining Law, is a self-initiationsystem under which a person physically stakes an unpatented mining claim on public land that is open to location, posts a location noticeand monuments the boundaries of the claim in compliance with federal laws and regulations and with state location laws, and files noticeof that location in the county records and with the BLM. Mining claims can be located on land as to which the surface was patented intoprivate ownership under the Stockraising Homestead Act of 1916, 43 U.S.C. §299, but the mining claimant cannot injure, damage ordestroy the surface owner's permanent improvements and must pay for damage to crops caused by prospecting. Discovery of a valuable mineraldeposit, as defined under federal law, is essential to the validity of an unpatented mining claim and is required on each mining claimindividually. The location is made as a lode claim for mineral deposits found as veins or rock in place, or as a placer claim for otherdeposits. While the maximum size and shape of lode claims and placer claims are established by statute, there are no limits on the numberof claims one person may locate or own. The General Mining Law also contains provision for acquiring five-acre claims of non-mineral landfor millsite purposes. A mining operation typically is comprised of many mining claims.

 

The holder of a valid unpatented mining claim has possessory titleto the land covered thereby, which gives the claimant exclusive possession of the surface for mining purposes and the right to mine andremove minerals from the claim. Legal title to land encompassed by an unpatented mining claim remains in the United States, and the governmentcan contest the validity of a mining claim. The General Mining Law requires the performance of annual assessment work for each claim,and subsequent to enactment of the Federal Land Policy and Management Act of 1976, 43 U.S.C. §1201 et seq., mining claimsare invalidated if evidence of assessment work is not timely filed with BLM. However, in 1993 Congress enacted a provision requiring paymentof $140 per year claim maintenance fee in lieu of performing assessment work, subject to an exception for small miners having less than10 claims. No royalty is paid to the United States with respect to minerals mined and sold from a mining claim.

 

The General Mining Law provides a procedure for a qualified claimantto obtain a mineral patent (i.e., fee simple title to the mining claim) under certain conditions. It has become muchmore difficult in recent years to obtain a patent. Beginning in 1994, Congress imposed a funding moratorium on the processing of mineralpatent applications which had not reached a designated stage in the patent process at the time the moratorium went into effect. Additionally,Congress has considered several bills in recent years to repeal the General Mining Law or to amend it to provide for the payment of royaltiesto the United States and to eliminate or substantially limit the patent provisions of the law.

 

Mining claims are conveyed by deed, or leased by the claimant to theparty seeking to develop the property. Such a deed or lease (or memorandum of it) needs to be recorded in the real property records ofthe county where the property is located, and evidence of such transfer needs to be filed with BLM. It is not unusual for the grantoror lessor to reserve a royalty, which as to precious metals often is expressed as a percentage of net smelter returns.

 

Patented Mining Claims

 

Patented mining claims, such as the two patented claims included inthe Project, are mining claims on federal lands that are held in fee simple by the owner.  No maintenance fees or royalties are payableto the BLM; however, lease payments and royalties are payable under the operative leases.

 

 

 52 
 

 

GOLD PRICES

 

Our operating results are substantially dependent upon the world marketprices of silver. We have no control over gold prices, which can fluctuate widely. The volatility of such prices is illustrated by thefollowing table, which sets forth the high and low London Fix prices of silver (as reported by www.kitco.com) per ounce duringthe periods indicated:

  

Year  High   Low 
2017  $1,346   $1,151 
2018  $1,355   $1,178 
2019  $1,546   $1,270 
2020  $2,067   $1,474 
2021  $1,943   $1,684 

 

These historical prices are not indicative of future gold prices.

 

EMPLOYEES AND CONSULTANTS

 

We have only one part-time employee, Mr. Power, who devotes approximately25% of his time and attention to our business.  We have agreed to pay Mr. Power $2,500 per month for his services.

 

We rely heavily on the services of consulting engineers and geologists.

 

 

 

 

 

 53 
 

 

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATEGOVERNANCE.

 

Directors and Executive Officers

 

Our current executive officers and directors are:

 

Name Age Position
     
John C. Power(1) 59 CEO, President, Secretary and Director
     
Brian Power(1) 56 Director
     
John Hiner 73 Director
     
Markus Janser 54 Director
     
Tyler Minnick 52 CFO
     

__________

(1) John C. Power and Brian Power are brothers.

 

John C. Power has served as a director of Athena since its inceptionin December 2003 and has served as Athena’s President from December 2005 to December 2007 and from January 2009 to the present andhas served as Athena’s Secretary since January 2007. He has also served as director of Magellan Gold Corporation since its formationin September 2010 until November 2020 and as an officer of Magellan from its formation until August 2017 and from January 2018 until November2020.

 

Mr. Power is also a co-managing member since 2011 of Silver SaddleResources, LLC that owns mining claims in Nevada.

 

From March 2010 to present, Mr. Power has severed as co-Managing Memberof Ryan Air Exposition, LLC, a private California holding company that invests in antique airplanes. Mr. Power has served as Presidentand director of Four Rivers Broadcasting, Inc., a radio broadcaster, from May 1997 to March 2005 and Vice President from March 2005 tothe present. Mr. Power served as Co-Managing Member of Wyoming Resorts, LLC, which owned and operated an historic hotel in Thermopolis,Wyoming, from June 1997 until June 2017. Mr. Power has been a general partner of Power Vacaville, LP a real estate investment firm sinceJanuary 2008. Mr. Power also serves as the vice-president and director of The Tide Community Broadcasting, Inc. since July 2012. Mr.Power attended, but did not receive a degree from, Occidental College and University of California at Davis.

 

Brian Power has served as an officer/director of the companysince its inception in December 2003. He was CEO and President from December 2003 until December 2005 and currently serves as a directorof the company. From 1997 to 2014 Mr. Power served as CEO and President of Lone Oak Vineyards, Incorporated, a real estate/agriculturalinvestment company.  From October 1998 to 2005, he was a co-founder and managing member of Spirit of Adventure, LLC a company engagedin the development of deep ocean exploration technologies including the design/build of advanced manned submersibles. From 1996 throughDecember 2021 he served on the board of directors of Snuba, Incorporated, a manufacturer and international licensor of proprietary oceandiving systems. From 2014 through the present, Mr. Power founded and is the managing member of Asperatus LLC, a company engaged in thedevelopment of airborne remote earth sensing technologies and related data processing analytics. Mr. Power attended Solano Community Collegeand the University of California at Davis.

 

 

 

 54 
 

 

John Hiner is a director of the Company and provides hisservices to the Issuer on a part-time basis. He has served as a director of the Issuer since March 22, 2021 and will devoteapproximately 10% of his time to the affairs of the Issuer. As a director, he is responsible for directing and overseeing managementof the Issuer.

 

Mr. Hiner is a licensed geologist in the State of Washington (2002)and SME registered member (2012) and he has an exploration history of over 45 years with several major mining companies exploring forgeothermal energy, precious metals and industrial minerals. He has served as a director and/or officer of mineral exploration and miningdevelopment companies, and works as an independent consulting geologist for mining companies. Previously, Mr. Hiner was an officer ofGeocom Resources Inc. (from 2003 to 2013) and a director of Red Pine Petroleum Ltd. (from 2003 to 2013), Straightup Resources Inc. (from2017 to 2021) and Gold Basin Resources Corporation (from 2017-2021). Mr. Hiner is currently a director of Golden Lake Exploration Inc.(since 2018).

 

Mr. Janser has been a director of the Issuer since March 22,2021 and provides his services to the Issuer on a part-time basis. He will devote approximately 5% of his time to the affairs of the Issuer.As a director, he is responsible for directing and overseeing management of the Issuer.

 

Mr. Janser has 20 years of experience as a senior executive and businessconsultant in private and offshore banking, finance and investment, project management, junior mining and exploration and property development.He was also the founding partner of a retail textile company, a financial service group and a property development company. Mr. Janserholds a Master of Arts in Economics from the University of Fribourg, Switzerland (March 1994). Currently, Mr. Janser is also a directorof Nubian Resources Ltd., a position he has held since December 2009.

 

Tyler Minnick has been the Chief Financial Officer of the Issuersince May 6, 2021 and provides his services to the Issuer on a part-time basis. He will devote approximately 10 hours per month of histime to the affairs of the Issuer.

 

Since December 2018, Mr. Minnick has acted as a Certified Public Accountant(1993) with Grand Mesa CPAs, LLC, and from 2011 to the present he has worked for Augusta Gold Corp. as a consultant, (formerly, BullfrogGold Corp.), and was its Chief Financial Officer until October 2020. From May 2018 to September 2018, he was a financial reporting managerwith Bowie Resources, LLC. From September 2014 to May 2018 Mr. Minnick acted as the Director of Finance and Administration of the GrandJunction Regional Airport Authority. Mr. Minnick has 11 years of experience in the mining industry.

 

Involvement in Certain Legal Proceedings

 

During the last 10 years, except as disclosed above, noneof our directors or officers has:

 

a.       hadany bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at thetime of the bankruptcy or within two years prior to that time;

 

b.       beenconvicted in a criminal proceeding or subject to a pending criminal proceeding;

 

c.       beensubject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanentlyor temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;or

 

d.       beenfound by a court of competent jurisdiction in a civil action, the Commission or the Commodity Futures Trading Commission to have violateda federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

 

 

 55 
 

 

Our executive officers are elected at the annual meeting of our Boardof Directors held after each annual meeting of our shareholders. Our directors are elected at the annual meeting of our shareholders.Each director and executive officer holds office until his successor is duly elected and qualified, until his resignation or until heis removed in the manner provided by our by-laws.

 

Family Relationships

 

John C. Power and Brian Power are brothers. There do not exist anyarrangements or understandings between any director and any other person pursuant to which any director was elected as such.

 

Director Independence

 

Our shares of Common Stock is listed on the OTC Market Inc.’s OTCQB and OTC Pinks inter-dealerquotation systems, which does not have director independence requirements. Nevertheless, for purposes of determining director independence,we have applied the definition set forth in NASDAQ Rule 4200(a)(15). The following directors are considered “independent”as defined under Rule 4200(a)(15): None. John C. Power and Brian Power would not be considered “independent” under the NASDAQrule due to the fact that John C. Power is an officer and Brian Power is John C. Power’s brother.

 

Board Meetings

 

During the year ended December 31, 2021 Our Board held several meetingsbut all official actions were taken by unanimous written consent.

 

Committees of the Board of Directors

 

We currently do not have standing audit, compensationor nominating committees of the Board of Directors. We plan to form audit, compensation and nominating committees when it is necessaryto do so to comply with federal securities laws or to meet listing requirements of a stock exchange or the Nasdaq Capital Market.

 

Compliance with Section 16(a), Beneficial Ownership

 

Section 16(a) of the Exchange Act requires the Company’s officersand directors, and persons who own more than 10% of the Shares, to file reports of ownership and changes of ownership of such securitieswith the SEC.

 

Based solely on a review of the reports received by the SEC, the Companybelieves that, during the fiscal year ended December 31, 2021, the Company’s officers, directors and greater than 10% owners timelyfiled all reports they were required to file under Section 16(a).

 

 

 

 

 56 
 

 

Code of Ethics

 

We have adopted a Code of Ethics that apples to,among other persons, our company’s principal executive officer, as well as persons performing similar functions. As adopted, ourCode of Ethics sets forth written guidelines to promote:

 

  · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

  · full, fair, accurate, timely and understandable disclosure in all reports and documents that we file with, or submit to, the SEC and in other public communications made by us that are within the executive officer’s area of responsibility;

 

  · compliance with applicable governmental laws, rules and regulations;

 

  · the prompt internal reporting of violations of the Code; and

 

  · accountability for adherence to the Code.

 

Our Code of Ethics has been filed with the SEC as Exhibit 14 to ourAnnual Report on Form 10-KSB for the fiscal year ended December 31, 2006, as filed with the SEC on April 24, 2007. We will provide a copyof the Code of Ethics to any person without charge, upon request. Requests can be sent to: Athena Gold Corporation.

 

 

 

 

 

 

 57 
 

 

EXECUTIVE COMPENSATION

 

Director Compensation

 

The following table shows compensation paid to our directors (excludingcompensation included under our summary compensation table above) for service as directors during the year ended December 31, 2021.

 

Name

Fees

Earned or

Paid in

Cash

($)

Stock

Awards

($)*

Option

Awards

($)*

All Other

Compensation

($)

Total

($)

John C. Power
Brian Power $46,687 $46,687
John Hiner $46,687 $46,687
Markus Janser $46,687 $46,687

__________________

* Represents the aggregate grant date fair value computed in accordancewith FASB 123.

 

Executive Compensation

 

The table below sets forth, for the last two fiscal years, the compensationearned by our named executive officers consisting of our chief executive officer and chief financial officer. No other executive officerhad annual compensation in excess of $100,000 during the last two fiscal years.

 

Summary Compensation Table

  

              Nonqualified    
Name and       Stock Option Non-Equity Deferred All Other  
Principal   Salary Bonus Awards Awards Incentive Plan Compensation Compensation Total
Position Year ($) ($) ($)(1) ($)(1) Compensation Earnings ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
John C. Power 2021 $30,000
Chief Executive 2020 $30,000 $30,000
Officer                  
                   
Tyler Minnick, 2021 $9,000 $9,000
Chief Financial 2020
Officer(2)                  

___________________________

(1) Represents the aggregate grant date fair value computed in accordancewith FASB 123.

(2) Mr. Minnick’s Other Compensation were consulting fees paidfor his services as Chief Financial Officer.

 

 

 

 58 
 

 

Employment Agreements

 

We do not have any written employment agreements other than the above-referencedconsulting agreement with any of our executive officers; nor do we have or maintain key man life insurance on Mr. Power.

 

Outstanding Equity Awards at Fiscal Year-End

 

No stock options have been granted to our named executive officers.

 

Expense Reimbursement

 

We will reimburse our officers and directors forreasonable expenses incurred during the course of their performance.

 

Retirement Plans and Benefits

 

None.

  

Indemnification of Directors and Officers

 

Our bylaws contain provisions that limit the liability of our directorsfor monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to usor our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

 

·any breach of the director’s duty of loyalty to us or our stockholders,

 

·any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law,

 

·unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware GeneralCorporation Law, or

 

·any transaction from which the director derived an improper personal benefit.

 

Our bylaws provide that we are required to indemnify our directorsand executive officers to the fullest extent permitted by Delaware law. Any repeal of or modification to our restated certificate of incorporationor bylaws may not adversely affect any right or protection of a director or executive officer for or with respect to any acts or omissionsof such director or executive officer occurring prior to such amendment or repeal. Our bylaws also provide that we may advance expensesincurred by a director or executive officer in advance of the final disposition of any action or proceeding, and permit us to secure insuranceon behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardlessof whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We believe that these bylaw provisionsare necessary to attract and retain qualified persons as directors and officers.

 

The limitation of liability and indemnification provisions in our bylawsmay discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce thelikelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefitus and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs ofsettlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, thereis no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, andwe are not aware of any threatened litigation that may result in claims for indemnification.

 

 

 

 59 
 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following table sets forth information with respect to beneficialownership of our Common Stock by:

 

  · each person who beneficially owns more than 5% of our Common Stock;

 

  · each of our named executive officers;

 

  · each of our directors; and

 

  · all named executive officers and directors as a group.

 

The following table shows the number of shares owned as of May 31,2022 and the percentage of outstanding common stock owned as of that date. Each person has sole voting and investment power with respectto the shares shown, except as noted.

 

 

 

Name and Address of

Beneficial Owner(1)

 

Amount

and Nature of

Beneficial

Ownership (2)

   

Ownership as a

Percentage of

Outstanding

Common Shares(3)

 
             
John C. Power (4)     9,873,238       7.81%  
                 
Brian Power (5)     1,200,000       0.95%  
                 
John Hiner (5)     500,000       0.39%  
                 
Markus Janser (5)     500,000       0.39%  
                 
Tyler Minnick     250,000       0.20%  
                 
All officers and directors as a group (five persons)     12,323,238       9.75%  
                 
Nubian Resources, Ltd.
2526 Yale Court
Abbostford, BC V2S 8G9
    50,000,000       39.65%  
                 
John Gibbs (6)
807 Wood N Creek
Ardmore, OK 73041
    38,379,066       30.43%  
                 
(1) Unless otherwise stated, address is 2010A Harbison Drive # 312, Vacaville, CA 95687.
   
(2) Under SEC Rules, we include in the number of shares owned by each person the number of shares issuable under outstanding options or warrants if those options or warrants are exercisable within 60 days of the date of this prospectus. In calculating percentage ownership, we calculate the ownership of each person who owns exercisable options by adding (i) the number of exercisable options for that person only to (ii) the number of total shares outstanding and dividing that result into (iii) the total number of shares and exercisable options owned by that person.
   
(3) Shares and percentages beneficially owned are based upon 126,108,700 shares outstanding on May 31, 2022.
   
(4) Includes 300,000 warrants
   
(5) Includes 500,000 options
   
(6) Includes 5,165,000 shares owned by TriPower Resources, Inc., of which John D. Gibbs is President and controlling shareholder; includes 500,000 shares owned by Redwood Microcap Fund, of which Mr. Gibbs is a control person; and includes Warrants exercisable to purchase 5,575,000 shares of Common Stock.
                   

 

 

 60 
 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSAND DIRECTOR INDEPENDENCE.

 

Except as disclosed herein and in the Notes to FinancialStatements, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or1% of the average of our total assets at year-end for the last two completed fiscal years in which any of our directors, executiveofficers or beneficial holders of more than 5% of the outstanding shares of our Common Stock, or any of their respective relatives,spouses, associates or affiliates, has had or will have any direct or material indirect interest.

 

The information required by this Item is located in the Notes to ourconsolidated financial statements included in Item 15 beginning on page F-1 of this Annual Report on Form 10-K and areincorporated herein by reference.

 

Legal Matters

 

The validity of our Common Stock offered hereby will be passedupon by Clifford L. Neuman, PC. Mr. Neuman is the beneficial owner of an aggregate of 3,030,523 shares of Common Stock of theCompany.

 

Experts

 

Athena Gold Corporation’s consolidated financial statementsfor the years ended December 31, 2021 and 2020 included in this registration statement have been audited by MaloneBailey, LLP, Houston,Texas, an independent registered public accounting firm, as stated in their report, which includes an explanatory paragraph as to theCompany’s ability to continue as a going concern, and have been so included in reliance upon the report of said firm and their authorityas experts in accounting and auditing.

 

Where You Can Find Additional Information

 

We file reports and other information with the Securities and ExchangeCommission. We have also filed a registration statement on Form S-1, including exhibits, with the SEC with respect to the shares beingoffered in this offering. This prospectus is part of the registration statement, but it does not contain all of the information includedin the registration statement or exhibits. For further information with respect to us and our Common Stock, we refer you to the registrationstatement and to the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contentsof any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of thecontract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects bythis reference. You may inspect a copy of the registration statement and other reports we file with the Securities and Exchange Commissionwithout charge at the SEC’s principal office in Washington, D.C., and copies of all or any part of the registration statement maybe obtained from the Public Reference Section of the SEC, 100 F Street NE, Washington, D.C. 20549, upon payment of fees prescribed bythe SEC. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding registrantsthat file electronically with the SEC. The address of the Web site is http://www.sec.gov. The SEC’s toll free investor informationservice can be reached at 1-800-SEC-0330.

  

 

 

 

 

 

 

 61 
 

 

 

 

 

You should rely only on the information contained in this documentor that we have referred you to. We have not authorized anyone to provide you with information that is different. This prospectus is notan offer to sell common stock and is not soliciting an offer to buy common stock in any state where the offer or sale is not permitted.

 

Athena Gold Corporation

 

The Return of Capital Distribution of 50,000,000 Shares of Common Stock by Athena Gold Corporation

 

___________, 2022

 

 

 

 

 

     
Until ___________, 2022 (90 days after the date of this prospectus), all dealers effecting transactions in the shares offered by this prospectus - whether or not participating in the offering - may be required to deliver a copy of this prospectus.  Dealers may also be required to deliver a copy of this prospectus when acting as underwriters and for their unsold allotments or subscriptions.
  Page  
   
Prospectus Summary    
Questions and Answers    
Summary Financial Data    
Forward-Looking Statements    
Risk Factors    
Return of Capital Distribution    
Capitalization    
Certain Market Information   PROSPECTUS
Management Discussion    
Business    
Management   ___________, 2022
Principal Stockholders    
Federal Income Tax Considerations    
Description of Securities    
Legal Matters    
Experts    
Available Information    
Financial Statements    

 

 

 

 

 

 62 
 

 

[Alternate Page for Selling Shareholders' Prospectus]

 

 

Prospectus

 

Athena Gold Corporation

6,250,000 Shares of Common Stock

6,250,000 Shares of Common Stock underlyingWarrants

 

This prospectus covers the reoffer of shares of our Common Stockand Common Stock underlying Warrants of Athena Gold Corporation by persons who were issued shares of our Common Stock and Warrantsin the Company’s private April 2022 Unit Offering.

 

Investing in our Common Stock involves a high degree of risk.You should read the "Risk Factors" beginning on Page 11.

 

Neither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of the securities or determined if this prospectus is truthful or complete. Any representationto the contrary is a criminal offense.

 

 

The date of this prospectus is __________, 2022

 

 

 

 

 

 

 63 
 

 

[Alternate Page for Selling Shareholders' Prospectus]

 

About The Offering

 

*This is an offering of shares of our Common Stock by persons who were issued shares of our Common Stock and warrants in our April,2022 Unit Offering. We refer to these persons as selling shareholders in this prospectus. We are registering the common stock coveredby this prospectus in order to fulfill obligations we have under agreements with the selling shareholders.

 

*The selling shareholders may offer their shares from time to time either in privately negotiated transactions and, if a public tradingmarket develops for our Common Stock, then in public market transactions.

 

*We will not receive any proceeds from the sale of shares by the selling shareholders.

 

 

   
Common Stock outstanding 
prior to the Offering:

 

126,108,700

   
Shares of Common Stock outstanding 
after this Offering : 
(1)

132,358,700. (assumes the selling shareholders exercise warrants to purchase an aggregate of 6,250,000 shares of Common Stock.

   
Risk Factors See “Risk Factors” beginning on page 13 and other information in this prospectus for a discussion of the factors you should consider before you decide to invest in our securities.
   

OTCQB Ticker Symbol for Common Stock:

AHNR

   
Canadian Securities Exchange Ticker Symbol: ATHA
   

 

The Offering

 

(1)      The number of shares ofCommon Stock shown above to be outstanding after this offering is based on 126,108,700 shares outstanding as of May 31, 2022 and excludes:

 

  2,000,000 shares of Common Stock issuable upon exercise of outstanding stock options, at a weighted average exercise price of $0.09 per share;
  15,943,510 additional shares of Common Stock reserved for issuance pursuant to the exercise of outstanding warrants at a weighted average exercise price of CAD $0.15 per share; and
  10,000,000 additional shares of Common Stock reserved for future issuance under our 2020 Equity Incentive Plan.

 

 

 

 

 64 
 

 

[Alternative Page for Selling Shareholders’Prospectus]

 

Selling Shareholders and Plan of Distribution

 

This prospectus relates to the resale of sharesof common stock by the selling shareholders set forth below. None of the selling shareholders havehad any material relationship within the past three years with us, or any of our predecessors or affiliates, except as specificallynoted.

 

Except as noted in the tables below, within thepast three years none of the selling shareholders have held any position or office with us; or entered into a material relationship withus.

 

There is no assurance that the selling shareholderswill sell the shares offered by this prospectus.

 

The following table sets forth:

 

·The name of each of the selling shareholders;

 

·The number of shares of our Common Stock owned by each of them as of May 6, 2022;

 

·The number of shares offered by this prospectus that may be sold from time to time by each of them;

 

·The number of shares of our Common Stock that will be beneficially owned by each of them if all of the shares offered by them aresold;

 

·The percentage of the total shares outstanding that will be owned by each of them at the completion of this offering, if the shareholdersells all of the shares included in this prospectus.

 

In the following table, we have calculated percentage ownership byassuming that all shares of common stock which the selling shareholder has the right to acquire within 60 days from the date of this prospectusupon the exercise of options, warrants, or convertible securities are outstanding for the purpose of calculating the percentage of commonstock owned by such selling shareholder.

 

Name   Shares Beneficially Owned
As of Offering Date
  Shares Offered   Shares Beneficially Owned
After Offering
of Beneficial Owner   Number   Percent(1)   Number   Number   Percent(1)(2)
                     
John Gibbs [1]   38,379,066[2]   30.43%   6,750,000[3]   31,629,066   24.65%
                     
SBathgate RD, LLC [4]   1,250,000[5]   0.99%   1,250,000[6]   0   nil
                     
H. Leigh Severance   2,500,000[7]   1.98%   2,500,000[8]   0   nil
                     
Leede, Jones, Gable   4,600,000[9]   3.65%   4,600,000[10]   0   nil

[1]At the close of business on May 31, 2022, Mr. Gibbs would be deemed the beneficial owner, within the meaning of Rule 13d-3 under the ExchangeAct, of an aggregate of 38,379,066 shares, consisting of Warrants exercisable to purchase 5,575,000 shares of common stock, 27,139,066shares owned individually, 5,165,000 shares owned by Tri Power Resources, Inc. a corporation controlled by Mr. Gibbs and 500,000 sharedowned by Redwood Microcap Fund, a company controlled by Mr. Gibbs. Mr. Gibbs The securities represent 30.43% of the issued and outstandingshares of common stock of the Company.  The foregoing is based upon [126,108,700] shares of common stock issued and outstanding asof the date of this report. Mr. Gibbs has the sole voting and dispositive power with respect to all of the shares of common stock identifiedin Item 5(a) above, except as noted.

 

 

 65 
 

 

[2]See footnote 3.

[3]Includes warrants exercisable for three (3) years to purchase 3,375,000 shares of common stock at an exercise price of $0.1234 per share.

[4]SBathgate RD, LLC is controlled by Steven M. Bathgate. Mr. Bathgate has sole voting and dispositive power with respect to all of theshares of common stock identified in 5(a) above, except as noted.

[5]Includes warrants exercisable for three (3) years to purchase 625,000 shares of common stock at an exercise price of $0.1234 per share.Does not include 793,499 shares held by his wife, Margaret Bathgate, for which Selling Stockholder disclaims any beneficial ownershipor pecuniary interest.

[6]See footnote 7.

[7]Includes warrants exercisable for three (3) years to purchase 1,250,000 shares of common stock at an exercise price of $0.1234 per share

[8]See foonote 9.

[9]Includes warrants exercisable for three (3) years to purchase 2,300,000 shares of common stock at an exercise price of $0.1234 per share.Shares and warrants held for clients of Leede, Jones, Gable.

[10]See footnote 11.

 

(1)Shares not outstanding but deemed beneficially owned by virtueof the individual's right to acquire them as of May 31, 2022.
(2)The selling shareholders are offering shares of our Common Stockwhich and underlying warrants that were issued to them in prior transactions or are issuable upon exercise of outstanding warrants topurchase shares of our Common Stock.

 

Each Selling Securityholder of the Securities andany of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Securities covered herebyon the OTCQB or any other stock exchange, market or trading facility on which the Securities are traded or in private transactions. Thesesales may be at fixed or negotiated prices. A Selling Securityholder may use any one or more of the following methods when selling Securities:

 

·ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
·block trades in which the broker-dealer will attempt to sell the Securities as agent but may position and resell a portion of theblock as principal to facilitate the transaction;
·purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
·an exchange distribution in accordance with the rules of the applicable exchange;
·privately negotiated transactions;
·settlement of short sales;
·in transactions through broker-dealers that agree with the Selling Securityholders to sell a specified number of such Securities ata stipulated price per security;
·through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
·a combination of any such methods of sale; or
·any other method permitted pursuant to applicable law.

 

The Selling Securityholders may also sell Securities under Rule 144or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available,rather than under this prospectus.

 

Broker-dealers engaged by the Selling Securityholders may arrange forother brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Securityholders (or,if any broker-dealer acts as agent for the purchaser of Securities, from the purchaser) in amounts to be negotiated, but, except as setforth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliancewith FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

 

 

 

 66 
 

 

In connection with the sale of the Securities or interests therein,the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turnengage in short sales of the Securities in the course of hedging the positions they assume. The Selling Securityholders may also sellSecurities short and deliver these Securities to close out their short positions, or loan or pledge the Securities to broker-dealers thatin turn may sell these Securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers orother financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financialinstitution of Securities offered by this prospectus, which Securities such broker-dealer or other financial institution may resell pursuantto this prospectus (as supplemented or amended to reflect such transaction).

 

The Selling Securityholders and any broker-dealers or agents that areinvolved in selling the Securities may be deemed to be “underwriters” within the meaning of the Securities Act in connectionwith such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the Securitiespurchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Securityholder hasinformed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person todistribute the Securities.

 

The Company is required to pay certain fees and expenses incurred bythe Company incident to the registration of the Securities. The Company has agreed to indemnify the Selling Securityholders against certainlosses, claims, damages and liabilities, including liabilities under the Securities Act.

 

We agreed to keep this prospectus effective until the earlier of (i)the date on which the Securities may be resold by the Selling Securityholders without registration and without regard to any volume ormanner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current publicinformation under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the Securities have been sold pursuantto this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale Securities will be sold only throughregistered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resaleSecurities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemptionfrom the registration or qualification requirement is available and is complied with.

 

Under applicable rules and regulations under the Exchange Act,any person engaged in the distribution of the resale Securities may not simultaneously engage in market making activities withrespect to our Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of thedistribution. In addition, the Selling Securityholders will be subject to applicable provisions of the Exchange Act and the rulesand regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of our Common Stock by theSelling Securityholders or any other person. Because the Selling Securityholders may be deemed to be "underwriters" withinthe meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act.

 

 

 

 

 67 
 

 

Legal Matters

 

The validity of our Common Stock offered hereby will be passedupon by Clifford L. Neuman, PC. Mr. Neuman is the beneficial owner of an aggregate of 3,030,523 shares of Common Stock of theCompany.

 

Experts

 

Athena Gold Corporation’s consolidated financial statementsfor the years ended December 31, 2021 and 2020 included in this registration statement have been audited by MaloneBailey, LLP, Houston,Texas, an independent registered public accounting firm, as stated in their report, which includes an explanatory paragraph as to theCompany’s ability to continue as a going concern, and have been so included in reliance upon the report of said firm and their authorityas experts in accounting and auditing.

 

Where You Can Find Additional Information

 

We file reports and other information with the Securities and ExchangeCommission. We have also filed a registration statement on Form S-1, including exhibits, with the SEC with respect to the shares beingoffered in this offering. This prospectus is part of the registration statement, but it does not contain all of the information includedin the registration statement or exhibits. For further information with respect to us and our Common Stock, we refer you to the registrationstatement and to the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contentsof any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of thecontract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects bythis reference. You may inspect a copy of the registration statement and other reports we file with the Securities and Exchange Commissionwithout charge at the SEC’s principal office in Washington, D.C., and copies of all or any part of the registration statement maybe obtained from the Public Reference Section of the SEC, 100 F Street NE, Washington, D.C. 20549, upon payment of fees prescribed bythe SEC. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding registrantsthat file electronically with the SEC. The address of the Web site is http://www.sec.gov. The SEC’s toll free investor informationservice can be reached at 1-800-SEC-0330.

 

 

 

 68 
 

 

 

 

 

 

You should rely only on the information contained in this documentor that we have referred you to. We have not authorized anyone to provide you with information that is different. This prospectus is notan offer to sell common stock and is not soliciting an offer to buy common stock in any state where the offer or sale is not permitted.

 

Athena Gold Corporation

 

15,100,000 Shares of Common Stock

 

_________________, 2022

 

 

Until ___________, 2022 (90 days after the date of this prospectus), all dealers effecting transactions in the shares offered by this prospectus - whether or not participating in the offering - may be required to deliver a copy of this prospectus. Dealers may also be required to deliver a copy of this prospectus when acting as underwriters and for their unsold allotments or subscriptions.
  Page  
   
Prospectus Summary    
Questions and Answers    
Summary Financial Data    
Forward-Looking Statements    
Risk Factors    
Capital Reduction and Plan of Distribution    
Capitalization    
Certain Market Information   PROSPECTUS
Management Discussion    
Business    
Management   ___________, 2022
Principal Stockholders    
Federal Income Tax Considerations    
Description of Securities    
Legal Matters    
Experts    
Available Information    
Financial Statements    

 

 

 

 

 

 

 69 
 

 

ATHENAGOLD CORPORATION

 

FINANCIAL INFORMATION

 

TABLE OF CONTENTS

 

  Page
   
Financial Statements as of and for the Three Months Ended March 31, 2022 and 2021  
   
Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021 71
   
Consolidated Statements of Operations and Comprehensive Loss for the Three months ended March 31, 2022 and 2021 (Unaudited) 72
   
Consolidated Statements of Cash Flows for the Three Months ended March 31 2022 and 2021 (Unaudited) 73
   
Notes to Consolidated Financial Statements (Unaudited) 74
   
   
   
Financial Statements as of and for the Years Ended December 31, 2021 and 2020  
   
Report of Independent Registered Public Accounting Firm 82
   
Consolidated Balance Sheets 83
   
Consolidated Statements of Operations 84
   
Consolidated Statements of Shareholders’ Deficit 85
   
Consolidated Statements of Cash Flows 86
   
Notes to Consolidated Financial Statements 87

 

 

 

 

 

 70 
 

 

ATHENA GOLD CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited)

     

 

           
Assets  3/31/22   12/31/21 
         
Current assets          
Cash  $40,147   $72,822 
Prepaid expenses   40,341    51,166 
Total current assets   80,488    123,988 
           
Other assets          
Mineral Rights - Excelsior Springs   6,000,000    6,000,000 
Total other assets   6,000,000    6,000,000 
           
Total assets  $6,080,488   $6,123,988 
           
Liabilities and Stockholders' Equity          
           
Current liabilities          
Accounts payable  $250,139   $50,373 
Notes payable – related party   75,000     
Total current liabilities   325,139    50,373 
           
Long term liabilities          
Warrant liability   432,110    1,024,208 
Total long term liabilities   432,110    1,024,208 
           
Total liabilities   757,249    1,074,581 
           
Stockholders' equity          
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, none outstanding        
Common stock - $0.0001 par value; 250,000,000 shares authorized, 119,858,700 and 119,858,700 issued and outstanding   11,986    11,986 
Additional paid in capital   16,068,449    16,056,561 
Accumulated deficit   (10,757,196)   (11,019,140)
           
Total stockholders' equity   5,323,239    5,049,407 
           
Total liabilities and stockholders' equity  $6,080,488   $6,123,988 

 

See accompanying notes to the unaudited financialstatements.

 

 

 71 

 

 

ATHENA GOLD CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

 

           
   Three Months Ended 
   3/31/22   3/31/21 
         
Operating expenses          
Exploration, evaluation and project expenses  $192,566   $35,677 
General and administrative expenses   137,588    214,103 
Total operating expenses   330,154    249,780 
           
Net operating loss   (330,154)   (249,780)
           
Interest expense       (7,192)
Revaluation of warrant liability   592,098     
Net income (loss)  $261,944   $(256,972)
           
Weighted average common shares outstanding – basic and diluted   119,858,700    59,455,715 
           
Loss per common share – basic and diluted  $0.00   $(0.00)

 

 

 

See accompanying notes to the unaudited financialstatements.

 

 

 72 

 

 

 

ATHENA GOLD CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

   

 

                     
           Additional         
   Common Stock   Paid In   Accumulated     
   Shares   Amount   Capital   Deficit   Total 
                     
December 31, 2020   54,887,876   $5,489   $9,897,700   $(9,988,885)  $(85,696)
Conversion of management fees   2,144,444    214    96,286        96,500 
Stock based compensation           128,775        128,775 
Private placement   3,250,000    325    149,675        150,000 
Net loss               (256,972)   (256,972)
March 31, 2021   60,282,320   $6,028   $10,272,436   $(10,245,857)  $32,607 
                          
December 31, 2021   119,858,700    11,986    16,056,561    (11,019,140)   5,049,407 
Stock based compensation           11,888        11,888 
Net income               261,944    261,944 
March 31, 2022   119,858,700   $11,986   $16,068,449   $(10,757,196)  $5,323,239 

 

 

See accompanying notes to the unaudited financialstatements.

 

 

 73 

 

 

ATHENA GOLD CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

 

           
   Three Months Ended 
   3/31/22   3/31/21 
         
Cash flows from operating activities          
Net income (loss)  $261,944   $(256,972)
Adjustments to reconcile net income (loss) to net cash used in operating activities          
Amortization of debt discount       5,493 
Revaluation of warrant liability   (592,098)    
Share based compensation   11,888    128,775 
Change in operating assets and liabilities:          
Prepaid expense   10,825     
Accounts payable   199,766    3,323 
Other liabilities       1,072 
           
Net cash used in operating activities   (107,675)   (118,309)
           
Cash flows from financing activities          
Proceeds from private placement of stock       150,000 
Proceeds from notes payable - related parties   75,000    9,245 
Payments to related parties       (17,845)
           
Net cash provided by financing activities   75,000    141,400 
           
Net increase (decrease) in cash   (32,675)   23,091 
           
Cash, beginning of period   72,822    8,986 
           
Cash, end of period  $40,147   $32,077 
           
Supplemental disclosure of cash flow information          
Cash paid for interest  $   $627 
Cash paid for income taxes  $   $ 
           
Noncash investing and financing activities          
Conversion of management fee payable  $   $96,500 

 

See accompanying notes to the unaudited financialstatements.

 

 74 

 

 

 

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

Note 1 – Nature of Business and Summary of Significant AccountingPolicies

 

Nature of Operations

 

Athena Gold Corporation (“we,” “our,” “us,”or “Athena”) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December23, 2003 and began our mining operations in 2010.

 

In December 2009, we formed and organized a wholly-ownedsubsidiary, Athena Minerals, Inc. (“Athena Minerals”) which owns and operates mining interests and property in California.On December 31, 2020 we sold the subsidiary to Mr. John Gibbs, a related party, in a non-cash exchange.

 

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

   

Basis of Presentation

 

We prepared these interim financial statementsin accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interimfinancial statements have been prepared in accordance with GAAP for interim financial information and in accordance with Article 8 ofRegulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.Operating results for the three-month periods ended March 31, 2022 are not necessarily indicative of the results for the full year. Whilewe believe that the disclosures presented herein are adequate and not misleading, these interim consolidated financial statements shouldbe read in conjunction with the audited financial statements and the footnotes thereto contained in our Annual Report on Form 10-K forthe year ended December 31, 2021.

  

Reclassifications

 

Certain reclassifications may have been made toour prior year’s consolidated financial statements to conform to our current year presentation. These reclassifications had no effecton our previously reported results of operations or accumulated deficit.

 

Foreign Currency Translation

 

The Company is exposed to currency risk on transactionsand balances in currencies other than the functional currency. The Company has not entered any contracts to manage foreign exchange risk.

 

The functional currency of the Company is theUS dollar; therefore, the Company is exposed to currency risk from financial assets and liabilities denominated in Canadian dollars.

 

Recent Accounting Pronouncements

 

We do not expect the adoption of recently issuedaccounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

 

 75 

 

 

Liquidity and Going Concern

 

Our financial statements have been prepared ona going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year.Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and donot give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continueas a going concern.

  

At March 31, 2022, we had not yet achieved profitableoperations and we have accumulated losses of approximately $11,000,000 since our inception. We expect to incur further losses in thedevelopment of our business, all of which raise substantial doubt about our ability to continue as a going concern. Our ability to continueas a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligationsarising from normal business operations when they come due.

 

Impairment of Long-lived Assets

 

We continually monitor events and changes in circumstancesthat could indicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable. When such eventsor changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of suchassets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than thecarrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of theassets.

 

Notes Payable - Related Party

 

Related party payables are classified as currentliabilities as the note holders are control persons and have the ability to control the repayment dates of the notes.

 

Exploration Costs

 

Mineral exploration costs are expensed as incurred.When it has been determined that it is economically feasible to extract minerals and the permitting process has been initiated, explorationcosts incurred to further delineate and develop the property are considered pre-commercial production costs and will be capitalized andincluded as mine development costs in our consolidated balance sheets.

 

Stock-Based Compensation

 

Stock-based compensation is accounted for basedon the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements ofthe cost of employee and director services received in exchange for an award of equity instruments over the period the employee or directoris required to perform the services in exchange for the award (presumptively, the vesting period). This ASC also requires measurementof the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

The estimated fair value of each stock optionas of the date of grant was calculated using the Black-Scholes pricing model. The Company estimates the volatility of its common stockat the date of grant based on Company stock price history. The Company determines the expected life based on the simplified method giventhat its own historical share option exercise experience does not provide a reasonable basis for estimating expected term. The Companyuses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximatelyequal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate payingany cash dividends in the foreseeable future. The shares of common stock subject to the stock-based compensation plan shall consist ofunissued shares, treasury shares or previously issued shares held by any subsidiary of the Company, and such number of shares of commonstock are reserved for such purpose.

 

 

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Fair Value of Financial Instruments

 

Fairvalue is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principalor most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.There are three levels of inputs that may be used to measure fair value:

 

Level 1 - Valuation based on quoted market pricesin active markets for identical assets and liabilities.

 

Level 2 - Valuation based on quoted market pricesfor similar assets and liabilities in active markets.

 

Level 3 - Valuation based on unobservable inputsthat are supported by little or no market activity, therefore requiring management’s best estimate of what market participants woulduse as fair value.

 

The fair value of cash, receivables and accountspayable approximates their carrying values due to their short term to maturity. The warrant liabilities are measured using level 3 inputs(Note 4).

  

Earnings (Loss) per Common Share

 

The Company incurred a net income and net lossfor the three months ended March 31, 2022 and 2021, respectively. In periods where the Company has a net income certain options and warrantsare included in the computation of diluted shares outstanding, however, the options and warrants were not included in the calculationbecause they were “out-of-the money”. In periods where the Company has a net loss, all common stock equivalents are excludedas they would be anti-dilutive.

 

COVID-19 Pandemic

 

An occurrence of an uncontrollable event suchas the COVID-19 pandemic may negatively affect our operations. The occurrence of an uncontrollable event such as the COVID-19 pandemicmay negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limitaccess to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impactour operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impactof this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.

 

Note 2 – Mineral Rights - Excelsior Springs

 

Effective December 27, 2021 (“EffectiveDate”), the Company simultaneously executed and consummated a definitive Share Purchase Agreement (the “Share Purchase Agreement”)with Nubian Resources, Ltd. (“Nubian”). The Share Purchase Agreement was the result of a previously disclosed Option Agreementwith Nubian dated as of December 11, 2020, as amended by First Amendment to Option Agreement dated November 10, 2021 (the “Option”).While the Option granted the Company the right to acquire up to a 100% interest in the mining claims comprising the Excelsior SpringsProspect (the “Property”) located in Esmerelda County, Nevada, the Company and Nubian agreed to restructure the transactionso that the Company purchased 100% of the issued and outstanding shares of common stock of Nubian Resources USA, Ltd (“Nubian USA”),a wholly-owned subsidiary of Nubian which held the Project. By purchasing 100% of Nubian USA, the Company effectively acquired the remaining90% interest in the Project, the Company having previously acquired a 10% interest in the Project in December 2020 under the terms ofthe Option.

 

The following is a summary of the terms of the Share Purchase Agreement,which summary is qualified in its entirety by reference to the Share Purchase Agreement:

 

  The consideration paid to Nubian for 100% of the issued and outstanding shares of Nubian US consisted of:

 

  An aggregate of 50 million shares of Athena Gold Corp. common stock, which number includes the 5 million shares of common stock previously issued to Nubian under the Option; and
  A 1% Net Smelter Royalty on all production from the Project.

 

 

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  The 50 million shares issued to Nubian were issued as “restricted securities” under the Securities Act of 1933, as amended (“Securities Act”). However, the Company has agreed to file a registration statement on Form S-1 within 90 days of the Effective Date registering the distribution by Nubian of all 50 million shares to its shareholders, pro rata. Nubian has undertaken to complete the distribution of all the shares once the S-1 registration statement has been declared effective.
  Pending completion of the S-1 and distribution of the 50 million shares issued to Nubian, for a period of 12 months following the Effective or until Nubian owns less than 4.9% of the Athena issued and outstanding shares, Nubian has agreed to exercise its voting rights with respect to such shares in a manner to support the recommendations of the Athena Board of Directors except for (i) voting on any proposed change in control transaction or (ii) voting on any proposed sale of all or substantially all of the Excelsior Property, including a property included known as Palmetto.
  Nubian shall be entitled to nominate one representative to serve on the Athena Board of Directors.

 

The mineral property was valued at the December31, 2021, the closing date for the Share Purchase Agreement with a stock price of $0.13, resulting in a fair value consideration of $5,850,000 for the 45,000,000shares issued. The transaction does not constitute a business combination in accordance with ASC 805, which defines a business as an integratedset of activities and assets capable of being conducted and managed for the purposes of providing a return to investors or other participantsand that a business consists of inputs and processes applied to those inputs that have the ability to contribute to the creation of outputs.Management has determined that the acquired assets do not contain processes sufficient to constitute a business in accordance with ASC805. The transaction represents the acquisition of assets in exchange for the assumption of liabilities and the issuance of share-basedpayments.

    

Note 3 – Convertible Note Payable

 

Effective April 1, 2015, the Company executeda convertible promissory note (the “Note”) in the principal amount of $51,270 in favor of Clifford Neuman, the Company’slegal counsel, representing accrued and unpaid fees for past legal services. The Note was unsecured and accrued interest at the rate of6% per annum, compounded quarterly, and was due on demand. The principal and accrued interest due under the Note was convertible, at theoption of the holder, into shares of the Company’s common stock.

 

On April 24, 2020, the Company agreed to reducethe conversion price from $0.0735 per share to $0.021 per share. All other terms of the convertible note remain unchanged, and thereforedid not change the cash flows of the note. The Company determined the transaction was considered an extinguishment because of the changein conversion price in which no gain or loss was recorded according to ASC 470-50. However, because the conversion price was reduced belowthe $0.03 market value on the date of the change, a beneficial conversion feature resulted from the price reduction in the amount of $21,973,which was accounted for as a discount to the debt and a corresponding increase in additional paid in capital. The debt discount is beingamortized on a straight-line basis over one year to interest expense. A total of $5,493 was amortized to interest expense during the threemonths ended March 31, 2021, no interest in 2022.

  

On November 30, 2021, the Company received a noticeof conversion of the Note with a principal balance of $51,270 and a conversion price of $0.021. On December 3, 2021, a total of 2,441,476shares of Common Stock were issued. An additional 1,026,204 shares were issued for $21,550 of accrued interest on the same Note.

 

Note 4 – Common Stock and Warrants

 

During the twelve months ended December 31, 2021we sold 14,358,700 shares of common stock in private placements realizing proceeds of $742,375.

 

On September 30, 2021 we completed a private placementin which we sold 3,108,700 units. Each unit was priced at CAD$0.08 and consisted of one share of the Company’s common stock andone stock purchase warrant granting the holder the right to purchase one additional share of common stock at a price of CAD$0.15. Thewarrants expire May 31, 2024. All securities issued in connection with the offering are subject to restrictions on resale in Canada andthe United States pursuant to applicable securities laws and the policies of any applicable stock exchange. An additional 91,000 BrokerWarrants (“Broker Warrants”) were granted to a Canadian broker as a placement fee. We realized total proceeds of $190,552net of offering costs.

 

 

 78 

 

 

The warrants have an exercise price in Canadiandollars while the Company’s functional currency is US dollars. Therefore, in accordance with ASU 815 - Derivatives and Hedging,the warrants have a derivative liability value.

 

At December 31, 2021, the warrant liability wasvalued at $341,145.As of March 31, 2022, the warrant liability was valued at $151,001,resulting in a gain on revaluation of warrant liability of $190,144based on the following assumptions: 

     
Fair value assumptions – warrant liability: 9/30/21 12/31/21 3/31/22
Risk free interest rate 0.53% 0.97% 2.28%
Expected term (years) 2.7 2.4 2.2
Expected volatility 189% 191% 181%

 

The Broker Warrants were evaluated for purposesof classification between liability and equity. The Broker Warrants do not contain features that would require a liability classificationand are therefore considered equity. The Black Scholes pricing model was calculated in US dollars to estimate the fair value of $7,472with the following inputs: 

     
Fair value assumptions – broker warrants:   September 30, 2021
Risk free interest rate   0.28%
Expected term (years)   2.0
Expected volatility   196%

 

On May 25, 2021 we completed a private placementin which we sold 6,250,000 units. Each unit was priced at CAD$0.08 and consisted of one share of the Company’s common stock andone stock purchase warrant granting the holder the right to purchase one additional share of common stock at a price of CAD$0.15. Thewarrants expire May 31, 2024. All securities issued in connection with the offering are subject to restrictions on resale in Canada andthe United States pursuant to applicable securities laws and the policies of any applicable stock exchange. An additional 173,810 BrokerWarrants (“Broker Warrants”) were granted to a Canadian broker as a placement fee. We realized total proceeds of $401,823net of offering costs.

 

The warrants have an exercise price in Canadiandollars while the Company’s functional currency is US dollars. Therefore, in accordance with ASU 815 - Derivatives and Hedging,the warrants have a derivative liability value.

 

At December 31, 2021, the warrant liability wasvalued at $683,063.As of March 31, 2022, the warrant liability was valued at $281,109,resulting in a gain on revaluation of warrant liability of $401,954based on the following assumptions: 

     
Fair value assumptions – warrant liability: 5/25/21 12/31/21 3/31/22
Risk free interest rate 0.30% 0.97% 2.28%
Expected term (years) 3.0 2.4 2.2
Expected volatility 180% 189% 181%

 

The Broker Warrants were evaluated for purposesof classification between liability and equity. The Broker Warrants do not contain features that would require a liability classificationand are therefore considered equity. The Black Scholes pricing model was calculated in US dollars to estimate the fair value of $12,943with the following inputs: 

   
Fair value assumptions – broker warrants:   May 25, 2021
Risk free interest rate   0.14%
Expected term (years)   2.0
Expected volatility   205%

 

 

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During the quarter ended March 31, 2021, we sold5,000,000 shares of common stock in private placements to six individuals at a price of $0.03 per share, realizing total proceeds of $150,000.Of the 5,000,000 shares sold, 1,750,000 shares were issued on May 28, 2021.

 

On January 1, 2021 Mr. John Power, the Company’sCEO/CFO agreed to convert accrued management fees totaling $96,500. As a result, we issued 2,144,444 shares common stock at a price of$0.045 per share.

 

Note 5 – Share Based Compensation

  

On March 22, 2021 the Company issued a total of2,000,000 non-statutory stock options to four individuals, three of whom are Directors of the Company, the other an independent technicalconsultant that is helping design our 2021 exploration programs at Excelsior Spring. Upon vesting, each option is exercisable to purchaseone share of common stock at a price of $0.09 per share. The options vest 50% upon issuance, and 25% on each of the first and second anniversariesof the grant date.

 

We estimated the fair value of the options usingthe Black-Scholes option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-freeinterest rate, and expected life of the options. Our expected volatility assumption is based on our historical weekly closing price ofour stock over a period equivalent to the expected remaining life of the options. The total estimated fair value of the options utilizedthe following assumptions: 

   
  Expected volatility 211%
  Expected life 3.4 years
  Risk free interest rate 0.31%

  

The calculations resulted in the total fair valueof the options issued to be $190,202.We expense share-based compensation using the straight-line method over the vesting term of the award for our employees and directorsand over the expected service term for our non-employee consultants. As such, a stock-based compensation charges totaling of $11,888have been charged during the three months ended March 31, 2022. A summary of the stock options as of March 31, 2022 and changesduring the periods are presented below: 

                    
           Weighted     
           Average     
       Weighted   Remaining     
       Average   Contractual   Aggregate 
   Number of   Exercise   Life   Intrinsic 
   Options   Price   (Years)   Value 
Balance at December 31, 2020      $       $ 
Exercised                
Issued   2,000,000    0.09    4.2     
Canceled                
Balance at December 31, 2021   2,000,000    0.09    4.2    80,000 
Exercised                
Issued                
Canceled                
Balance at March 31, 2022   2,000,000    0.09    4.0     
Options exercisable at March 31, 2022   1,500,000    0.09    4.0     

 

Also, on March 22, 2021 the Company agreed toissue a total of 300,000 restricted stock units at a price of $0.10 per share to the independent technical consultant helping design our2021 exploration programs at Excelsior Springs. However, the shares shall not be issued until such time the individual either providesa written request or his termination date, whichever is sooner. The shares shall have no voting rights until issued. As such, we haverecorded stock-based compensation in the amount of $30,000.

 

 

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Note 6 – Commitments and Contingencies

 

We are subject to various commitments and contingencies.

 

Note 7 – Related Party Transactions

 

Conflicts of Interests

 

Magellan Gold Corporation (“Magellan”)is a company under common control. Mr. John Gibbs is a significant shareholder in both Athena and Magellan. Athena and Magellan are bothinvolved in the business of acquisition and exploration of mineral resources.

 

Silver Saddle Resources, LLC (“Silver Saddle”)is also a company under common control. Mr. Power and Mr. Gibbs are the owners and managing members of Silver Saddle. Athena and SilverSaddle are both involved in the business of acquisition and exploration of mineral resources.

 

There exists no arrangement or understanding withrespect to the resolution of future conflicts of interest. The existence of common ownership and common management could result in significantlydifferent operating results or financial position from those that could have resulted had Athena, Magellan and Silver Saddle been autonomous.

  

Management Fees

 

The Company is subject to a month-to-month managementagreement with Mr. Power requiring a monthly payment of $2,500 as consideration for the day-to-day management of Athena, $7,500 was recordedas management fees and are included in general and administrative expenses in the accompanying consolidated statements of operations.

 

On January 1, 2021, the Company agreed to convertthe $96,500 balance of management fees due Mr. Power into 2,144,444 shares of common stock at a price of $0.045 per share.

 

Note Payable

 

During March 2022, the Company executed two promissorynotes with John Gibbs for $50,000 and $25,000 at 6% that is payable on demand.

    

Note 8 – Subsequent Events

 

In April 2022, the Company completed the sale of an aggregate of CAD$500,000of its Units at a purchase price of CAD$.08 per Unit for a total of 6,250,000 Units. Each Unit consisted of one share of Common Stockand one common stock purchase warrant exercisable for three years to purchase one additional share of Common Stock at a price of CAD$0.15per share. The transaction was part of the Company’s unregistered private offering of up to CAD$500,000 in Units at a price of CAD$0.08per Unit. The Company issued 1,181,250 shares out of 3,375,000 shares of common stock in April 2022 at CAD$.08 per share as a part ofthe private placement offering to settle $75,000 of notes payable to Mr. Gibbs.

 

Effective June 6,2022, the Company executed apromissory note (the “Note”) in the principal amount of $26,100 in favor of TriPower Resources, LLC. The total outstandingprincipal balance together with accrued and unpaid interest at the rate of 6% per annum, shall be due and payable on September 30, 2023.

 

 

 

 

 81 
 

 

REPORT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

To the Shareholders and Board of Directors of

Athena Gold Corporation

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidatedbalance sheets of Athena Gold Corporation and its subsidiary (collectively, the “Company”) as of December 31, 2021 and 2020,and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the relatednotes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, inall material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and itscash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern Matter

 

The accompanying financial statementshave been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, theCompany has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its abilityto continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements donot include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibilityof the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on ouraudits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicablerules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordancewith the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor werewe engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understandingof internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internalcontrol over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing proceduresto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures thatrespond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financialstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since2011.

Houston, Texas

March 31, 2022

 

 

 

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ATHENA GOLD CORPORATION

CONSOLIDATED BALANCE SHEETS

 

           
Assets  12/31/21   12/31/20 
         
Current assets          
Cash  $72,822   $8,986 
Prepaid expenses   51,166     
Total current assets   123,988    8,986 
           
Other assets          
Mineral Rights - Excelsior Springs   6,000,000    150,000 
Total other assets   6,000,000    150,000 
           
Total assets  $6,123,988   $158,986 
           
Liabilities and Stockholders' Deficit          
           
Current liabilities          
Accounts payable  $50,373   $61,149 
Accrued liabilities - related party       96,500 
Accrued interest       21,189 
Advances payable - related party       21,898 
Convertible note payable, net of discount of $0 and $7,324       43,946 
Total current liabilities   50,373    244,682 
           
Long term liabilities          
Warrant liability   1,024,208     
Total long term liabilities   1,024,208     
           
Total liabilities   1,074,581    244,682 
           
Stockholders' equity          
Preferred stock, $.0001 par value, 5,000,000 shares authorized, none outstanding        
Common stock - $0.0001 par value; 250,000,000 shares authorized, 119,858,700 and 54,887,876 issued and outstanding   11,986    5,489 
Additional paid in capital   16,056,561    9,897,700 
Accumulated deficit   (11,019,140)   (9,988,885)
           
Total stockholders' deficit   5,049,407    (85,696)
           
Total liabilities and stockholders' deficit  $6,123,988   $158,986 

 

See accompanying notes to the financialstatements.

 

 

 

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ATHENA GOLD CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

 

         
   Twelve Months Ended 
   12/31/21   12/31/20 
         
Operating expenses          
Exploration, evaluation and project expenses  $137,983   $89,550 
General and administrative expenses   614,478    187,556 
Total operating expenses   752,461    277,106 
           
Net operating loss   (752,461)   (277,106)
           
Interest expense - related party       (112,140)
Interest expense   (12,192)   (20,822)
Gain on extinguishment of debt   3,880     
Revaluation of warrant liability   (269,482)    
Net loss  $(1,030,255)  $(410,068)
           
Weighted average common shares outstanding – basic and diluted   65,902,198    37,127,948 
           
Loss per common share – basic and diluted  $(0.02)  $(0.01)

 

See accompanying notes to the financialstatements.

 

 

 

 

 

 

 

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ATHENA GOLD CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

 

                     
           Additional         
   Common Stock   Paid In   Accumulated     
   Shares   Amount   Capital   Deficit   Total 
                     
December 31, 2019   36,532,320   $3,653   $6,618,495   $(9,506,948)  $(2,884,800)
Convertible note beneficial conversion feature           21,973        21,973 
Sale of common stock   5,500,000    550    158,136        158,686 
Common stock issued for director fees   300,000    30    13,470        13,500 
Conversion of cash advances to common stock   555,556    56    24,944        25,000 
Principal reduction of convertible credit facility   7,000,000    700    314,300        315,000 
Common stock issued for mineral property   5,000,000    500    149,500        150,000 
Sale of Athena Minerals subsidiary           2,596,882    (71,869)   2,525,013 
Net loss               (410,068)   (410,068)
December 31, 2020   54,887,876   $5,489   $9,897,700   $(9,988,885)  $(85,696)
                          
Conversion of management fees   2,144,444    214    96,286        96,500 
Stock based compensation           158,389        158,389 
Private placement   14,358,700    1,436    740,939        742,375 
Warrant liability           (754,726)       (754,726)
Common stock issued for mineral property   45,000,000    4,500    5,845,500        5,850,000 
Common stock issued for debt and accrued interest   3,467,680    347    72,473        72,820 
Net loss               (1,030,255)   (1,030,255)
December 31, 2021   119,858,700   $11,986   $16,056,561   $(11,019,140)  $5,049,407 

 

See accompanying notes to the financialstatements.

 

 

 

 

 

 

 

 

 

 

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ATHENA GOLD CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

           
   Twelve Months Ended 
   12/31/21   12/31/20 
         
Cash flows from operating activities          
Net loss  $(1,030,255)  $(410,068)
Adjustments to reconcile net loss to net cash used in operating activities          
Amortization of debt discount   7,324    14,649 
Director fees paid with common stock       13,500 
Revaluation of warrant liability   269,482     
Share based compensation   158,389     
Gain on forgiveness of debt   (3,880)    
Change in operating assets and liabilities:          
Prepaid expense   (51,166)    
Accounts payable   (10,776)   33,051 
Accrued interest - related party       112,140 
Other liabilities   4,241    14,292 
Deferred option revenue       25,000 
           
Net cash used in operating activities   (656,641)   (197,436)
           
Cash flows from financing activities          
Proceeds from private placement of stock   742,375    26,686 
Proceeds from advances from related parties   12,012    59,226 
Payments on advances from related parties   (33,910)   (41,778)
Proceeds from sales of common stock to related parties       132,000 
Payment on deed amendment liability       (10,000)
Borrowings from credit facility and notes payable - related parties       42,750 
           
Net cash provided by financing activities   720,477    208,884 
           
Net increase (decrease) in cash   63,836    11,448 
Less cash appropriated by Athena Minerals, Inc.       (2,579)
Cash, beginning of period   8,986    117 
           
Cash, end of period  $72,822   $8,986 
           
Supplemental disclosure of cash flow information          
Cash paid for interest  $627   $1,881 
Cash paid for income taxes  $   $ 
           
Noncash investing and financing activities          
Stock issued for accrued interest  $21,550   $ 
Stock issued to payoff note payable  $51,270   $ 
Common stock issued for mineral properties  $5,850,000   $150,000 
Conversion of management fee payable  $96,500   $ 
Warrant liability  $754,726   $ 
Discount on note payable - Beneficial conversion feature  $   $21,973 
Common stock issued for principal reduction of Convertible credit facility  $   $315,000 
Conversions of Advances payable - related parties  $   $25,000 
Addition to capital upon sale of Athena Minerals, Inc.  $   $2,596,882 

 

See accompanying notes to the financialstatements.

 

 

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ATHENA GOLD CORPORATION

NOTES TO FINANCIAL STATEMENTS

 

Note 1 – Nature of Business and Summary of Significant AccountingPolicies

 

Nature of Operations

 

Athena Gold Corporation (“we,” “our,” “us,”or “Athena”) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December23, 2003 and began our mining operations in 2010.

 

In December 2009, we formed and organized a wholly-ownedsubsidiary, Athena Minerals, Inc. (“Athena Minerals”) which owns and operates mining interests and property in California.On December 31, 2020 we sold the subsidiary to Mr. John Gibbs, a related party, in a non-cash exchange.

 

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

   

Basis of Presentation

 

On December 31, 2020 we sold our wholly-ownedsubsidiary, Athena Minerals Inc. to a related party shareholder in a non-cash exchange. As such, operating results for all reporting periodsprior to January 1, 2021 include the operations of Athena Minerals, Inc., while all reporting periods subsequent to December 31, 2020do not include the operations of Athena Minerals, Inc. We prepared these financial statements in accordance with accounting principlesgenerally accepted in the United States (“GAAP”).

 

Reclassifications

 

Certain reclassifications may have been made toour prior year’s consolidated financial statements to conform to our current year presentation. These reclassifications had no effecton our previously reported results of operations or accumulated deficit.

 

Foreign Currency Translation

 

The Company is exposed to currency risk on transactionsand balances in currencies other than the functional currency. The Company has not entered any contracts to manage foreign exchange risk.

 

The functional currency of the Company is theUS dollar; therefore, the Company is exposed to currency risk from financial assets and liabilities denominated in Canadian dollars.

 

Recent Accounting Pronouncements

 

We do not expect the adoption of recently issuedaccounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

 

 

 

 

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Liquidity and Going Concern

 

Our financial statements have been prepared ona going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year.Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and donot give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continueas a going concern.

  

At December 31, 2021, we had not yet achievedprofitable operations and we have accumulated losses of approximately $11,000,000 since our inception. We expect to incur further lossesin the development of our business, all of which raise substantial doubt about our ability to continue as a going concern. Our abilityto continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet ourobligations arising from normal business operations when they come due.

 

Cash

 

We consider all amounts on deposit with financialinstitutions and highly liquid investments with an original maturity of three months or less to be cash equivalents.

 

Mineral Rights - Unproven

 

We have determined that our mining rights meetthe definition of mineral rights, as defined by accounting standards, and are tangible assets. As a result, our direct costs to acquireor lease mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with: leasing or acquiringpatented and unpatented mining claims; leasing mining rights including lease signature bonuses, lease rental payments and advance minimumroyalty payments; and options to purchase or lease mineral properties.

 

If we establish proven and probable reserves fora mineral property and establish that the mineral property can be economically developed, mineral rights will be amortized over the estimateduseful life of the property following the commencement of commercial production or expensed if it is determined that the mineral propertyhas no future economic value or if the property is sold or abandoned. For mineral rights in which proven and probable reserves have notyet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changesin circumstances indicate that the carrying value may not be recoverable.

 

The net carrying value of our mineral rights representsthe fair value at the time the mineral rights were acquired less accumulated depletion and any impairment losses. Proven and probablereserves have not been established for mineral rights as of December 31, 2021.

 

Impairment of Long-lived Assets

 

We continually monitor events and changes in circumstancesthat could indicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable. When such eventsor changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of suchassets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than thecarrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of theassets.

 

Notes Payable and Credit Facility–Related Parties

 

Notes payable and the credit facility payableto related parties are classified as current liabilities as the note holders are control persons and have the ability to control the repaymentdates of the notes.

 

 

 

 

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Exploration Costs

 

Mineral exploration costs are expensed as incurred.When it has been determined that it is economically feasible to extract minerals and the permitting process has been initiated, explorationcosts incurred to further delineate and develop the property are considered pre-commercial production costs and will be capitalized andincluded as mine development costs in our consolidated balance sheets.

 

Stock-Based Compensation

 

Stock-based compensation is accounted for basedon the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements ofthe cost of employee and director services received in exchange for an award of equity instruments over the period the employee or directoris required to perform the services in exchange for the award (presumptively, the vesting period). This ASC also requires measurementof the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

The estimated fair value of each stock optionas of the date of grant was calculated using the Black-Scholes pricing model. The Company estimates the volatility of its common stockat the date of grant based on Company stock price history. The Company determines the expected life based on the simplified method giventhat its own historical share option exercise experience does not provide a reasonable basis for estimating expected term. The Companyuses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximatelyequal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate payingany cash dividends in the foreseeable future. The shares of common stock subject to the stock-based compensation plan shall consist ofunissued shares, treasury shares or previously issued shares held by any subsidiary of the Company, and such number of shares of commonstock are reserved for such purpose.

 

Fair Value of Financial Instruments

Fair value is defined as the exchange price thatwould be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the assetor liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that maybe used to measure fair value:

 

Level 1 - Valuation based on quoted market pricesin active markets for identical assets and liabilities.

 

Level 2 - Valuation based on quoted market pricesfor similar assets and liabilities in active markets.

 

Level 3 - Valuation based on unobservable inputsthat are supported by little or no market activity, therefore requiring management’s best estimate of what market participants woulduse as fair value.

 

The fair value of cash, receivables and accountspayable approximates their carrying values due to their short term to maturity. The warrant liabilities are measured using level 3 inputs(Note 4).

 

Income Taxes

 

Income taxes are accounted for under the assetand liability method in accordance with ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for thefuture tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and theirrespective tax bases as well as operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enactedtax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled.The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactmentdate. Deferred tax assets are reduced by a valuation allowance to the extent that the recoverability of the asset is unlikely to be recognized.

 

 

 

 

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The Company reports a liability, if any, for unrecognizedtax benefits resulting from uncertain tax positions taken, or expected to be taken, in an income tax return. The Company has elected toclassify interest and penalties related to unrecognized income tax benefits, if and when required, as part of income tax expense in thestatement of operations. No liability has been recorded for uncertain income tax positions, or related interest or penalties as of December31, 2021 and December 31, 2020.

 

Net Loss per Common Share

 

The Company incurred net losses during the twelvemonths ended December 31, 2021 and 2020. At December 31, 2021 and 2020, potentially dilutive shares of common stock representing sharesissuable on conversions of debt, options and warrants totaling 11,623,510 and 3,450,499, respectively, have been excluded from dilutednet loss per common share because the impact of such inclusion would be anti-dilutive.

 

COVID-19 Pandemic

 

An occurrence of an uncontrollable event suchas the COVID-19 pandemic may negatively affect our operations. The occurrence of an uncontrollable event such as the COVID-19 pandemicmay negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limitaccess to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impactour operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impactof this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.

 

Note 2 – Mineral Rights - Excelsior Springs

 

Effective December 27, 2021 (“EffectiveDate”), the Company simultaneously executed and consummated a definitive Share Purchase Agreement (the “Share Purchase Agreement”)with Nubian Resources, Ltd. (“Nubian”). The Share Purchase Agreement was the result of a previously disclosed Option Agreementwith Nubian dated as of December 11, 2020, as amended by First Amendment to Option Agreement dated November 10, 2021 (the “Option”).While the Option granted the Company the right to acquire up to a 100% interest in the mining claims comprising the Excelsior SpringsProspect (the “Property”) located in Esmerelda County, Nevada, the Company and Nubian agreed to restructure the transactionso that the Company purchased 100% of the issued and outstanding shares of common stock of Nubian Resources US, Ltd (“Nubian US”),a wholly-owned subsidiary of Nubian which held the Project. By purchasing 100% of Nubian US, the Company effectively acquired the remaining90% interest in the Project, the Company having previously acquired a 10% interest in the Project in December 2020 under the terms ofthe Option.

 

The following is a summary of the terms of the Share Purchase Agreement,which summary is qualified in its entirety by reference to the Share Purchase Agreement:

 

Theconsideration paid to Nubian for 100% of the issued and outstanding shares of Nubian US consisted of:
Anaggregate of 50 million shares of Athena Gold Corp. common stock, which number includes the 5 million shares of common stock previouslyissued to Nubian under the Option; and
A1% Net Smelter Royalty on all production from the Excelsior Springs Property.
The50 million shares issued to Nubian were issued as “restricted securities” under the Securities Act of 1933, as amended (“SecuritiesAct”). However, the Company has agreed to file a registration statement on Form S-1 within 90 days of the Effective Date registeringthe distribution by Nubian of all 50 million shares to its shareholders, pro rata. Nubian has undertaken to complete the distributionof all the shares once the S-1 registration statement has been declared effective.
Pendingcompletion of the S-1 and distribution of the 50 million shares issued to Nubian, for a period of 12 months following the Effective oruntil Nubian owns less than 4.9% of the Athena issued and outstanding shares, Nubian has agreed to exercise its voting rights with respectto such shares in a manner to support the recommendations of the Athena Board of Directors except for (i) voting on any proposed changein control transaction or (ii) voting on any proposed sale of all or substantially all of the Excelsior Property, including a propertyincluded known as Palmetto.
Nubianshall be entitled to nominate one representative to serve on the Athena Board of Directors.

 

 

 

 

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The mineral property was valued at December31, 2021, the closing date for the Share Purchase Agreement with a stock price of $0.13, resulting in a fair value consideration of $5,850,000 for the 45,000,000shares issued. The transaction does not constitutea business combination in accordance with ASC 805, which defines a business as an integrated set of activities and assets capable of beingconducted and managed for the purposes of providing a return to investors or other participants and that a business consists of inputsand processes applied to those inputs that have the ability to contribute to the creation of outputs. Managementhas determined that the acquired assets do not contain processes sufficient to constitute a business in accordance with ASC 805. The transactionrepresents the acquisition of assets in exchange for the assumption of liabilities and the issuance of share-based payments.

    

Note 3 – Convertible Note Payable

 

Effective April 1, 2015, the Company executeda convertible promissory note (the “Note”) in the principal amount of $51,270 in favor of Clifford Neuman, the Company’slegal counsel, representing accrued and unpaid fees for past legal services. The Note was unsecured and accrues interest at the rate of6% per annum, compounded quarterly, and is due on demand. The principal and accrued interest due under the Note may be converted, at theoption of the holder, into shares of the Company’s common stock.

 

On April 24, 2020, the Company agreed to reducethe conversion price from $0.0735 per share to $0.0210 per share. All other terms of the Note remain unchanged, and therefore did notchange the cash flows of the Note. The Company determined the transaction was considered an extinguishment because of the change in conversionprice in which no gain or loss was recorded according to ASC 470-50. However, because the conversion price was reduced below the $0.03market value on the date of the change, a beneficial conversion feature resulted from the price reduction in the amount of $21,973, whichwas accounted for as a discount to the debt and a corresponding increase in additional paid in capital. The debt discount is being amortizedon a straight-line basis over one year to interest expense. A total of $7,324 was amortized to interest expense during the twelve monthsended December 31, 2021. At December 31, 2020 and December 31, 2021, a total of $7,324 and $0, respectively, of unamortized discountsremained and are presented as a reduction of the Note principle on the accompanying consolidated balance sheets.

  

On November 30, 2021, the Company received a noticeof conversion of the Note with a principal balance of $51,270 and a conversion price of $0.021. On December 3, 2021, a total of 2,441,476were issued. An additional 1,026,204 shares were issued for $21,550 of accrued interest on the same Note.

 

Note 4 – Common Stock and Warrants

 

During the twelve months ended December 31, 2021we sold 14,358,700 shares of common stock in private placements realizing proceeds of $742,375.

 

On September 30, 2021 we completed a private placementin which we sold 3,108,700 units. Each unit was priced at CAD$0.08 and consisted of one share of the Company’s common stock andone stock purchase warrant granting the holder the right to purchase one additional share of common stock at a price of CAD$0.15. Thewarrants expire May 31, 2024. All securities issued in connection with the offering are subject to restrictions on resale in Canada andthe United States pursuant to applicable securities laws and the policies of any applicable stock exchange. An additional 91,000 BrokerWarrants (“Broker Warrants”) were granted to a Canadian broker as a placement fee. We realized total proceeds of $190,552net of offering costs.

 

The warrants have an exercise price in Canadiandollars while the Company’s functional currency is US dollars. Therefore, in accordance with ASU 815 - Derivatives and Hedging,the warrants have a derivative liability value.

 

At inception date of September 30, 2021, we determinedthe warrants fair value to be $269,674.As of December 31, 2021, the warrant liability was valued at $341,145,resulting in a revaluation of warrant liability of $71,471based on the following assumptions:

Schedule of assumptions used        
Fair value assumptions – warrant liability:   September 30, 2021   December 31, 2021
Risk free interest rate   0.53%   0.97%
Expected term (years)   2.7   2.4
Expected volatility   189%   191%
Expected dividends   0%   0%

 

 

 

 

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The Broker Warrants were evaluated for purposesof classification between liability and equity. The Broker Warrants do not contain features that would require a liability classificationand are therefore considered equity. The Black Scholes pricing model was calculated in US dollars to estimate the fair value of $7,472with the following inputs:

Schedule of assumptions used    
Fair value assumptions – broker warrants:   September 30, 2021
Risk free interest rate   0.28%
Expected term (years)   2.0
Expected volatility   196%
Expected dividends   0%

 

On May 25, 2021 we completed a private placementin which we sold 6,250,000 units. Each unit was priced at CAD$0.08 and consisted of one share of the Company’s common stock andone stock purchase warrant granting the holder the right to purchase one additional share of common stock at a price of CAD$0.15. Thewarrants expire May 31, 2024. All securities issued in connection with the offering are subject to restrictions on resale in Canada andthe United States pursuant to applicable securities laws and the policies of any applicable stock exchange. An additional 173,810 BrokerWarrants (“Broker Warrants”) were granted to a Canadian broker as a placement fee. We realized total proceeds of $401,823net of offering costs.

 

The warrants have an exercise price in Canadiandollars while the Company’s functional currency is US dollars. Therefore, in accordance with ASU 815 - Derivatives and Hedging,the warrants have a derivative liability value.

 

At inception date of May 25, 2021, we determinedthe warrants fair value to be $485,052.As of December 31, 2021, the warrant liability was valued at $683,063,resulting in a revaluation of warrant liability of $198,011based on the following assumptions:

Schedule of assumptions used        
Fair value assumptions – warrant liability:   May 25, 2021   December 31, 2021
Risk free interest rate   0.30%   0.97%
Expected term (years)   3.0   2.4
Expected volatility   180%   189%
Expected dividends   0%   0%

 

The Broker Warrants were evaluated for purposesof classification between liability and equity. The Broker Warrants do not contain features that would require a liability classificationand are therefore considered equity. The Black Scholes pricing model was calculated in US dollars to estimate the fair value of $12,943with the following inputs:

Schedule of assumptions used    
Fair value assumptions – broker warrants:   May 25, 2021
Risk free interest rate   0.14%
Expected term (years)   2.0
Expected volatility   205%
Expected dividends   0%

 

During the quarter ended March 31, 2021, we sold5,000,000 shares of common stock in private placements to six individuals at a price of $0.03 per share, realizing total proceeds of $150,000.Of the 5,000,000 shares sold, 1,750,000 shares were issued on May 28, 2021.

 

On January 1, 2021 Mr. John Power, the Company’sCEO/CFO agreed to convert accrued management fees totaling $96,500. As a result, we issued 2,144,444 shares common stock at a price of$0.045 per share.

 

 

 

 

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Note 5 – Share Based Compensation

  

On March 22, 2021 the Company issued a total of2,000,000 non-statutory stock options to four individuals, three of whom are Directors of the Company, the other an independent technicalconsultant that is helping design our 2021 exploration programs at Excelsior Spring. Upon vesting, each option is exercisable to purchaseone share of common stock at a price of $0.09 per share. The options vest 50% upon issuance, and 25% on each of the first and second anniversariesof the grant date.

 

We estimated the fair value of the options usingthe Black-Scholes option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-freeinterest rate, and expected life of the options. Our expected volatility assumption is based on our historical weekly closing price ofour stock over a period equivalent to the expected remaining life of the options. The total estimated fair value of the options utilizedthe following assumptions:

  Share-based compensation assumptions  
  Expected volatility

211%

  Expected life 3.4 years
  Risk free interest rate 0.31%
  Expected dividend rate 0%

  

The calculations resulted in the total fair valueof the options issued to be $190,202.We expense share-based compensation using the straight-line method over the vesting term of the award for our employees and directorsand over the expected service term for our non-employee consultants. As such, a stock-based compensation charges totaling of $128,389have been charged during the twelve months ended December 31, 2021. A summary of the stockoptions as of December 31, 2021 and changes during the periods are presented below:

Schedule of Stock Options Activity                    
   Number of Options   Weighted Average Exercise Price   Weighted Average Remaining Contractual Life (Years)   Aggregate Intrinsic Value 
Balance at December 31, 2019      $       $ 
Granted                
Balance at December 31, 2020                
Exercised                
Granted    2,000,000    0.09    4.2     
Canceled                
Balance at December 31, 2021   2,000,000    0.09    4.2    80,000 
Options exercisable at December 31, 2021   1,000,000    0.09    4.2    40,000 

 

 

Also, on March 22, 2021 the Company agreed toissue a total of 300,000 restricted stock units at a price of $0.10 per share to the independent technical consultant helping design our2021 exploration programs at Excelsior Springs. However, the shares shall not be issued until such time the individual either providesa written request or his termination date, whichever is sooner. The shares shall have no voting rights until issued. As such, we haverecorded stock-based compensation in the amount of $30,000.

 

Note 6 – Commitments and Contingencies

 

We are subject to various commitments and contingencies.

 

 

 

 

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Note 7 – Related Party Transactions

 

Conflicts of Interests

 

Magellan Gold Corporation (“Magellan”)is a company under common control. Mr. John Power is a significant shareholder of both Athena and Magellan and an officer and directorof Athena. Mr. John Gibbs is a significant shareholder in both Athena and Magellan. Athena and Magellan are both involved in the businessof acquisition and exploration of mineral resources.

 

Silver Saddle Resources, LLC (“Silver Saddle”)is also a company under common control. Mr. Power and Mr. Gibbs are the owners and managing members of Silver Saddle. Athena and SilverSaddle are both involved in the business of acquisition and exploration of mineral resources.

 

There exists no arrangement or understanding withrespect to the resolution of future conflicts of interest. The existence of common ownership and common management could result in significantlydifferent operating results or financial position from those that could have resulted had Athena, Magellan and Silver Saddle been autonomous.

  

Management Fees – Related Parties

 

The Company is subject to a month-to-monthmanagement agreement with Mr. Power requiring a monthly payment of $2,500 as consideration for the day-to-day management of Athena.For each of the twelve months ended December 31, 2021 and 2020, a total of $30,000 wasrecorded as management fees and are included in general and administrative expenses in the accompanying consolidated statements ofoperations. At December 31, 2021 and 2020, $0 and$96,500,respectively, of management fees due to Mr. Power had not been paid and are included in accrued liabilities – related partieson the accompanying consolidated balance sheets.

 

On January 1, 2021, the Company agreed to convertthe $96,500 balance of management fees due Mr. Power into 2,144,444 shares of common stock at a price of $0.045 per share.

 

Accrued Interest and Interest Expense –Related Parties

 

Related party interest primarily represented intereston the convertible credit facility which was settled as part of the sale of Athena Minerals, Inc. on December 31, 2020. Therefore, onDecember 31, 2020 all accrued and unpaid interest due Mr. Gibbs totaling $668,012 on the convertible credit facility was also waived aspart of the sale of Athena Minerals transaction discussed in Note 1 – basis of presentation. There was no accrued interest on December31, 2021.  

 

Total related party interest was $0 and$112,140 for the twelve months endedDecember 31, 2021 and 2020, respectively.

  

Sales of Common Stock - Related Parties

 

On May 25, 2021 the Company sold 2,200,000 unitsin its private placement at a price of CAD$0.08 to Mr. Gibbs, realizing net proceeds of $144,848. During the same private placement, Mr.Power purchased 300,000 units realizing net proceeds of $19,752.

 

On January 15, 2021 the Company sold 250,000 sharesof common stock at a price of $0.03 per share in a private placement to Mr. Gibbs, realizing total proceeds of $7,500.

 

 

 

 

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Note 8 – Income Taxes

 

The Company is current on all its corporate tax filings. Tax year 2021will be extended if not filed by its due date. Tax returns filed for the years 2018 through 2020 are open for examination from taxing authorities.

 

Due to the enactment of the Tax Reform Act of2018, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21%.Our estimated net operating loss carry forward as of December 31, 2021 is $5,686,574,which may be used to offset future income taxes. Our reconciliation between the expected federal income tax benefit computed by applyingthe federal statutory rate to our net loss and the actual benefit for taxes on net loss for 2021 and 2020 is as follows:

Reconciliation of income taxes          
   Years Ended December 31, 
   2021   2020 
Expected federal income tax benefit at statutory rate  $216,354   $86,114 
State taxes   91,075    36,250 
Change in valuation allowance   (307,429)   (122,364)
Income tax benefit  $   $ 

 

Our deferred tax assets as of December 31, 2021 and 2020 were as follows:

Schedule of deferred tax          
   Years Ended December 31, 
   2021   2020 
Net operating loss  $1,696,874   $2,317,218 
Valuation allowance   (1,696,874)   (2,317,218)
Deferred tax assets, net of valuation allowance  $   $ 

 

Deferred income taxes reflect the net tax effects of temporary differencesbetween the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.We have provided a valuation allowance of 100% of our net deferred tax asset due to the uncertainty of generating future profits thatwould allow us to realize our deferred tax assets.

 

Due to the change in ownership provisions of the Tax Reform Act of1986, net operating loss carryover for Federal income tax reporting purposes may be subject to annual limitations. Should a change inownership occur, use of the net operating loss carryover could be limited in future years.

 

Note 9 – Subsequent Events

 

On March 2, 2022, the Company executed a promissory note with JohnGibbs for $50,000 at 6% that is payable on demand.

 

 

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PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution

 

The following table sets forth the costs and expenses payable by usin connection with the distribution of the securities being registered. All of the amounts shown are estimates, except the SEC registrationfee. We have agreed to bear all expenses (other than underwriting discounts and selling commissions) in connection with the registrationand sale of the securities offered by the Selling Securityholder.

 

SEC registration fee  $405 
Legal fees and expenses   30,000 
Accountants’ fees and expenses   7,500 
Printing expenses   2,500 
Blue sky fees and expenses   2,000 
Miscellaneous expenses   5,000 
Total:  $47,405 

 

Item 14. Indemnification of Directors and Officers

 

The Delaware General Corporation Law (“DGCL”)provides thata corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completedaction, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation,by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the requestof the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise,against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him inconnection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or notopposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believehis conduct was unlawful.

 

DGCL also provide that to the extent that a director, officer, employeeor agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense ofany claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonablyincurred by him in connection with the defense.

 

Our Articles of Incorporation authorize our company to indemnify ourdirectors and officers to the fullest extent permitted under DGCL. Our bylaws set forth the procedures that must be followed in orderfor directors and officers to receive indemnity payments from us.

 

Item 15. Recent Sales of Unregistered Securities

 

(a)              On December 28, 2020, the Company issued an aggregate of 555,556 shares of common stock pursuant to an Agreement to Convert Debtconverting a total of $25,000 from one cash advance. The shares were valued at $0.045 per share.

 

(b)              On December 28, 2020, the Board of Directors of the Company approved the issuance of a restrictedstock award of 300,000 shares of common stock to one of its Board members in consideration of services provided by that Board member.The shares are valued at $0.03 per share

 

(c)               On various dates from October, 2020 through January, 2021 through, the Company sold an aggregate of 7,250,000 shares of common stockat a purchase price of $.03 per share pursuant its 2020 $750,000 Common Stock Offering. The securities were sold exclusively topersons who qualified as “accredited investors” within the meaning of Rule 501(a) of Regulation D under the SecuritiesAct. There were a total of 10 accredited investors who participated in the offering. The sale of the securities was undertakenwithout registration under the Securities Act in reliance upon an exemption from registration requirements under Rule 506 ofRegulation D. The securities were purchased for investment purposes, not with a view to distribution and were subject torestrictions on transfer. The Company did not engage in any public advertising or general solicitation in connection with thistransaction.

 

(d)              On various dates from May, 2021 through October, 2021, the Company completed the sale of an aggregateof CDN$748,696 of its Units at a purchase price of CDN$.08 per Unit for a total of 9,358,700 Units. Each Unit consisted of one(1) share of Common Stock and one (1) common stock purchase warrant (“Warrant”) exercisable for three years to purchaseone additional share of Common Stock at a price of CDN $0.15 per share. The transaction was part of the Company’s unregistered privateoffering of up to CDN $1,000,000 in Units at a price of $0.08 per Unit. The Units sold were issued pursuant to concurrent offerings underRegulation D and Regulation S under the Securities Act of 1933, as amended. In connection with the Regulation D offering, the Companysold securities to three (3) 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 “restrictedsecurities” under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company’s customaryrestrictive legend. The Units sold in the Regulation S offering were issued to twenty-three (23) individuals who were either not a personin the United States or not a U.S. Person (as defined in Rule 902(k) of Regulation S under the Securities Act of 1933 at the time of theirinvestment. The Units issued are “restricted securities” under the Securities Act of 1933, as amended and the certificateevidencing same bears the Company’s customary restrictive legend, along with a restrictive legend specific to the Provinces of Canadain which the Units were sold. The Company paid finders’ fees in the amount of CDN $13,905 in connection with the sale of the Units.The finder is also entitled to 7% warrants based on the number of Units sold. The securities were issued without registration under theSecurities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Regulation D or RegulationS.

 

(e)               On December 2, 2021 the Company issued an aggregate of 2,441,476 shares of common stock pursuant to a Notice of Conversionof Promissory Note that was originally issued in 2015. The conversion price was $0.021 per share. The shares) were issued to one (1) individualunder Section 4(a)(2) of the Securities Act of 1933 as amended (the "Securities Act"). The shares issued are unrestricted asthe Promissory Note has been held for more than one year. The Company paid no fees or commissions in connection with the issuance of theshares. The securities i were issued without registration under the Securities Act in reliance upon an exemption from the registrationrequirements of the Securities Act set forth in Section 4(2) thereunder.

 

(f)               On December 30, 2020, the Company issued an aggregate of 5,000,000 shares of common stock pursuant to an Option Agreement withNubian Resources Ltd. dated December 11, 2020, as amended by First Amendment to Option Agreement dated November 10, 2021 (the “Option”).The shares are valued at $0.03 per share. On December 27, 2021, the Company issued and aggregate of 45,000,000 shares of Common Stockpursuant to a Share Purchase Agreement with Nubian Resources Ltd. Consideration for the shares consisted of 100% of the issued and outstandingshares of Nubian Resources USA, Ltd. The shares were issued to one (1) entity under Section 4(a)(2) of the Securities Act of 1933 asamended (the "Securities Act"). The shares issued are “restricted securities” under the Securities Act of 1933, asamended and the certificate evidencing same bears the Company’s customary restrictive legend. However, the Company has agreed tofile a registration statement on Form S-1 within 90 days of the Effective Date registering the distribution by Nubian of all 50 millionshares to its shareholders, pro rata. Nubian has undertaken to complete the distribution of all the shares once the S-1 registrationstatement has been declared effective.

 

(g)              Effective April 21, 2022, the Company completedthe sale of an aggregate of CDN$500,000 of its Units at a purchase price of CDN$.08 per Unit for a total of 6,250,000 Units. EachUnit consisted of one (1) share of Common Stock and one (1) common stock purchase warrant (“Warrant”) exercisable forthree years to purchase one additional share of Common Stock at a price of CDN $0.15 per share. The transaction was part of theCompany’s unregistered private offering of up to CDN $500,000 in Units at a price of $0.08 per Unit.

 

 

 

 96 
 

 


Item 16. Exhibits and Financial Statement Schedules

 

The following exhibits are filed as part of this registration statement.

 

EXHIBIT INDEX

 

 

(1) 2.1 Asset Purchase and Sale Agreement dated October 8, 2004
(1) 2.2 Amendment No. 1 to Asset Purchase and Sale Agreement
(1) 2.3 Amendment No. 2 to Asset Purchase and Sale Agreement dated July 31, 2005
(1) 2.4 Amendment No. 3 to Asset Purchase and Sale Agreement dated August 31, 2005
(1) 3.1 Amended and Restated Certificate of Incorporation
(3) 3.1.1 Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock
(1) 3.2 By-Laws
(1) 4.1 2004 Equity Incentive Plan
(1) 4.2 Form of Subscription Agreement
(1) 4.3 Specimen common stock certificate
* 5.0 Opinion of Clifford L. Neuman, P.C.
(1) 10.1 Lease Agreement
(1) 10.2 Form of Escrow Agreement
(1) 10.3 Amended Trademark Assignment
(1) 10.3.2 Initial Assignment of Trademark
(1) 10.4 Lock-up Letter for Brian Power
(1) 10.5 Lock-up Letter for John C. Power
(1) 10.6 Lock-up Letter for J. Andrew Moorer
(1) 10.7 Amended Fund Escrow Agreement
(1) 10.8 Lease Agreement with Golden West Brewing Company
(1) 10.9 Security Agreement in favor of Power Curve, Inc., Lone Oak Vineyards, Inc. and Tiffany Grace.
(1) 10.10 Promissory Note dated September 9, 2005, Tiffany Grace, Holder
(1) 10.11 Promissory Note dated September 9, 2005, Lone Oak Vineyards, Inc., Holder
(1) 10.12 Promissory Note dated September 9, 2005, Power Curve, Inc., Holder
(1) 10.13 Assignment and Assumption dated August 31, 2005 between Butte Creek Brewing Company, LLC, Golden West Brewing Company and Golden West Brewing Company, Inc.
(1) 10.14 Amended and Restated Assignment and Assumption
(1) 10.15 August 7, 1998 Distribution Agreement
(1) 10.16 Territorial Agreement
(1) 10.17 November 4, 2002 Distribution Agreement
(1) 10.18 June 1, 2001 Authorization
(1) 10.19 .July 22, 2004 Authorization
(1) 10.20 September 1, 2005 Authorization
(1) 10.22 Second Amended Fund Escrow Agreement
(1) 10.23 Contract with New Zealand Hops, Ltd., 2006
(1) 10.24 Contract with New Zealand Hops, Ltd., 2007
(1) 10.25 Second Amended and Restated Assignment and Assumption
(1) 10.26 Third Amended Fund Escrow Agreement
(1) 10.27 Secured Promissory Note with John C. Power
(1) 10.28 Secured Promissory Note with Power Curve, Inc.
(1) 10.29 General Security Agreement with John C. Power and Power Curve, Inc.

 

 

 

 97 

 

 

(51) 10.30 Production Agreement with Bison Brewing Co.
(51) 10.31 Employment Agreement with David Del Grande
(2) 10.32 License, Production and Distribution Agreement dated November 1, 2006 with Mateveza USA, LLC
(4) 10.33 Employment Agreement with Mark Simpson
(4) 10.34 Consultation Agreement with Artisan Food and Beverage Group
(5) 10.35 Credit Agreement dated December 11, 2007
(6) 10.36 Promissory Note dated March 12, 2008
(6) 10.37 Security Agreement dated March 12, 2008
(6) 10.38 Guaranty Agreement dated March 12, 2008
(7) 10.39 Convertible Debenture dated December 31, 2008
(7) 10.40 Security Agreement dated December 31, 2008
(7) 10.41 Hypothecation Agreement dated December 31, 2008
(8) 10.42 Mendocino Production Agreement
(9) 10.43 Exclusive Consignment Agency Agreement
(10) 10.44 Settlement Stipulation with BRK Holdings, LLC
(11) 10.45 Promissory Note dated April 28, 2009 in favor of Clifford Neuman
(11) 10.46 Security Agreement dated April 28, 2009 in favor of Clifford Neuman
(11) 10.47 Guaranty of John C. Power dated April 28, 2009 in favor of Clifford Neuman
(11) 10.48 Promissory Note dated April 28, 2009 in favor of John C. Power
(11) 10.49 Security Agreement dated April 28, 2009 in favor of John C. Power
(11) 10.50 Promissory Note dated April 28, 2009 in favor of Butte Creek Brands, LLC
(11) 10.51 Security Agreement dated April 28, 2009 in favor of Butte Creek Brands LLC
(11) 10.52 Factoring Agreement dated April 28, 2009
(12) 10.53 Agreement to Convert Debt Clifford L. Neuman PC
(12) 10.54 Agreement to Convert Debt Clifford L. Neuman
(12) 10.55 Agreement to Convert Debt John Power
(12) 10.56 Agreement to Convert Debt Sea Ranch Lodge and Village, LLC
(12) 10.57 Agreement to Convert Debt TriPower Resources, Inc.
(12) 10.58 Agreement to Convert Debt TriPower Resources, Inc.
(12) 10.59 Agreement to Convert Debt Redwood MicroCap Fund, Inc.
(12) 10.60 Agreement to Convert Debt Shana Capital, Ltd.
(13) 10.61 Asset Purchase Agreement dated May 7, 2009
(14) 10.62 Certificate of Amendment to Amended and Restated Certificate of Incorporation
(14) 10.63 Articles of Incorporation of Athena Minerals, Inc.
(15) 10.64 Sale and Purchase Agreement and Joint Escrow Instructions dated December 9, 2009
(15) 10.65 Assignment of Sale and Purchase Agreement and Joint Escrow Instructions dated January 5, 2010
(15) 10.66 Promissory Note from Athena Minerals, Inc. to John Power dated January 5, 2010
(16) 10.67 Mining Lease and Option to Purchase dated March 11, 2010
(17) 10.68 Intellectual Property Assignment dated June 25, 2010
(18) 10.69 Promissory Notes John C. Power and John D. Gibbs dated June 30, 2010

 

 

 

 98 

 

 

(19) 10.70 Promissory Note John D. Gibbs dated August 3, 2010
(20) 10.71 Agreement to Convert Debt – Clifford L. Neuman
(21) 10.72 Agreements to Convert Debt – Donaldson and Kirby
(22) 10.73 Agreement to Convert Debt – Clifford L. Neuman
(23) 10.74 Agreement to Convert Debt – Huss and Strachan
(24) 10.75 Stock Purchase Agreement; Indemnity Agreement and Amendment No. 1 to Indemnity Agreement each dated December 31, 2010
(25) 10.76 Consent of Schumacher & Associates dated March 7, 2011
(26) 10.77 Marketing Agreement with Bill Fishkin dated April 1, 2011
(26) 10.78 Agreement to Convert Debt with Donaldson Consulting Services, Inc. dated May 31, 2011
(27) 10.79 Term Sheet with LeRoy Wilkes dated July 14, 2011
(28) 10.80 Accredited Members Agreement dated August 31, 2011
(29) 10.81 Promissory Note – John D. Gibbs dated October 26, 2011
(29) 10.82 Promissory Note – John D. Gibbs dated November 15, 2011
(30) 10.83 Marketing Agreement with Bill Fishkin dated December 1, 2011
(31) 10.84 Advisor Agreement with GVC Capital, LLC dated January 30, 2012
(32) 10.85 Promissory Note – John D. Gibbs dated March 18, 2012
(33) 10.86 Promissory Note – John D. Gibbs dated February 2, 2012
(34) 10.87 Promissory Note – John D. Gibbs dated April 27, 2012
(35) 10.88 Agreement to Convert Debt – John D. Gibbs
(36) 10.89 Promissory Note – John D. Gibbs dated May 22, 2012
(36) 10.90 Assignment of Right to Purchase Property
(37) 10.91 Agreement to Convert Debt – John Donaldson
(38) 10.92 Credit Agreement – John D. Gibbs
(38) 10.93 Form of Credit Note
(39) 10.94 Amendment No. 1 to Langtry Lease Agreement
(40) 10.95 Allonge and Modification Agreement with John D. Gibbs
(41) 10.96 Amendment No. 2 to Langtry Lease Agreement
(42) 10.97 Second Allonge and Modification Agreement with John D. Gibbs
(43) 10.98 Amendment No. 3 to Langtry Lease Agreement
(44) 10.99 Third Allonge and Modification Agreement with John D. Gibbs
(45) 10.100 Promissory Note – Clifford L. Neuman dated April 1, 2015
(46) 10.101 Lease/Purchase Option Agreement
(47) 10.102 Fifth Allonge and Modification Agreement with John D. Gibbs
(48) 10.103 Promissory Note – John Power dated September 12, 2016

 

 

 

 99 

 

 

(49) 10.104 Agreement to Convert Debt dated May 15, 2018
(50) 10.105 Eighth Allonge and Modification Agreement with John D. Gibbs
(52) 10.106 Tenth Allonge and Modification Agreement with John D. Gibbs
(53) 10.107 Eleventh Allonge and Modification Agreement with John D. Gibbs
(54) 10.108 Amendment No. 1 to Lease with an Option to Purchase dated March 10, 2016
(55) 10.109 NSR Agreement
(56) 10.110 Termination Agreement
(57) 10.111 Twelfth Allonge and Modification Agreement with John Gibbs
(58) 10.112 Letter of Intent dated August 21, 2020
(59) 10.113 Thirteenth Allonge and Modification Agreement with John Gibbs
(60) 10.114 Letter of Intent
(61) 10.115 Option Agreement
(62) 10.116 Option Agreement - Stronghold
(63) 10.117 Agreement to Convert Debt -Power
(64) 10.118 Agreement to Convert Debt -Gibbs
(65) 10.119 Agreement to Convert Debt - Power
(66) 10.120 Certificate of Amendment to Certificate of Amended and Restated Certificate of Incorporation
(67) 10.121 Consulting Agreement - Minnick
(68) 10.122 First Amendment to Option Agreement
(69) 10.123 Share Purchase Agreement dated December 27, 2021
(2) 14 Code of Ethics
(1) 21.0 List of Subsidiaries
* 23.1 Consent of Clifford L. Neuman, P.C. (included in Exhibit 5.0)
* 23.2 Consent of MaloneBailey, LLP
  107 Filing fees
  101.INS Inline XBRL Instance Document##
  101.SCH Inline XBRL Schema Document##
  101.CAL Inline XBRL Calculation Linkbase Document##
  101.LAB Inline XBRL Label Linkbase Document##
  101.PRE Inline XBRL Presentation Linkbase Document##
  101.DEF Inline XBRL Definition Linkbase Document##
  104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

__________________ 

* Filed herewith

(1) Incorporated by reference from the Company's Registration Statement on Form SB-2, SEC File No. 121351 as declared effective by the Commission on February 14, 2006.
(2) Incorporated by reference from the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2006, and filed with the Commission on April 24, 2007.
(3) Incorporated by reference from the Company’s Current Report on Form 8-K dated September 4, 2007 and filed with the Commission on September 14, 2007.
(4) Incorporated by reference from the Company’s Current Report on Form 8-K dated December 4, 2007 and filed with the Commission on December 6, 2007.

 

 

 

 100 

 

 

(5) Incorporated by reference from the Company’s Current Report on Form 8-K dated December 11, 2007 and filed with the Commission on December 18, 2007.
(6) Incorporated by reference from the Company’s Current Report on Form 8-K dated March 12, 2008 and filed with the Commission on March 14, 2008.
(7) Incorporated by reference from the Company’s Current Report on Form 8-K dated December 31, 2008 and filed with the Commission on January 6, 2009.
(8) Incorporated by reference from the Company’s Current Report on Form 8-K dated February 11, 2009 and filed with the Commission on February 13, 2009.
(9) Incorporated by reference from the Company’s Current Report on Form 8-K dated March 2, 2009 and filed with the Commission on March 5, 2009.
(10) Incorporated by reference from the Company’s Annual Report on Form 10-K dated December 31, 2009 and filed with the Commission on April 14, 2009.
(11) Incorporated by reference from the Company’s Current Report on Form 8-K dated April 28, 2009 and filed with the Commission on May 6, 2009.
(12) Incorporated by reference from the Company’s Current Report on Form 8-K dated June 15, 2009 and filed with the Commission on June 19, 2009.
(13) Incorporated by reference from the Company’s Current Report on Form 8-K dated June 26, 2009 and filed with the Commission on July 2, 2009.
(14) Incorporated by reference from the Company’s Current Report on Form 8-K dated December 14, 2009 and filed with the Commission on December 18, 2009.
(15) Incorporated by reference from the Company’s Current Report on Form 8-K dated January 5, 2010 and filed with the Commission on January 7, 2010.
(16) Incorporated by reference from the Company’s Current Report on Form 8-K dated March 11, 2010 and filed with the Commission on March 15, 2010.
(17) Incorporated by reference from the Company’s Current Report on Form 8-K dated June 25, 2010 and filed with the Commission on June 25, 2010.
(18) Incorporated by reference from the Company’s Current Report on Form 8-K dated June 30, 2010 and filed with the Commission on July 28, 2010.
(19) Incorporated by reference from the Company’s Current Report on Form 8-K dated August 3, 2010 and filed with the Commission on August 4, 2010.
(20) Incorporated by reference from the Company’s Current Report on Form 8-K dated August 20, 2010 and filed with the Commission on August 23, 2010.
(21) Incorporated by reference from the Company’s Current Report on Form 8-K dated August 20, 2010 and filed with the Commission on August 30, 2010.
(22) Incorporated by reference from the Company’s Current Report on Form 8-K/A dated August 20, 2010 and filed with the Commission on November 1, 2010.
(23) Incorporated by reference from the Company’s Current Report on Form 8-K dated November 15, 2010 and filed with the Commission on November 17, 2010.
(24) Incorporated by reference from the Company’s Current Report on Form 8-K dated December 31,  2010 and filed with the Commission on January 6, 2011
(25) Incorporated by reference from the Company’s Current Report on Form 8-K dated March 2, 2011 and filed with the Commission on March 7, 2011.
(26) Incorporated by reference from the Company’s Current Report on Form 8-K dated April 1, 2011 and filed with the Commission on June 2, 2011.
(27) Incorporated by reference from the Company’s Current Report on Form 8-K dated August 1, 2011 and filed with the Commission on August 3, 2011.
(28) Incorporated by reference from the Company’s Current Report on Form 8-K dated August 22, 2011 and filed with the Commission on September 9, 2011.
(29) Incorporated by reference from the Company’s Current Report on Form 8-K dated October 26, 2011 and filed with the Commission on January 4, 2012.
(30) Incorporated by reference from the Company’s Current Report on Form 8-K dated December 15, 2011 and filed with the Commission on January 5, 2012.
(31) Incorporated by reference from the Company’s Current Report on Form 8-K dated February 2, 2012 and filed with the Commission on February 9, 2012.
(32) Incorporated by reference from the Company’s Current Report on Form 8-K dated March 18, 2012 and filed with the Commission on March 23, 2012.
(33) Incorporated by reference from the Company’s Current Report on Form 8-K/A dated February 2, 2012 and filed with the Commission on March 26, 2012.
(34) Incorporated by reference from the Company’s Current Report on Form 8-K dated April 27, 2012 and filed with the Commission on May 2, 2012.
(35) Incorporated by reference from the Company’s Current Report on Form 8-K dated May 10, 2012 and filed with the Commission on May 16, 2012.
(36) Incorporated by reference from the Company’s Current Report on Form 8-K dated May 22, 2012 and filed with the Commission on May 25, 2012
(37) Incorporated by reference from the Company’s Current Report on Form 8-K dated June 16, 2012 and filed with the Commission on June 19, 2012.

 

 

 

 

 101 
 

 

(38) Incorporated by reference from the Company’s Current Report on Form 8-K dated July 18, 2012 and filed with the Commission on July 19, 2012.
(39) Incorporated by reference from the Company’s Current Report on Form 8-K dated November 28, 2012 and filed with the Commission on November 29, 2012.
(40) Incorporated by reference from the Company’s Current Report on Form 8-K dated June 5, 2013 and filed with the Commission on June 6, 2013.
(41) Incorporated by reference from the Company’s Current Report on Form 8-K dated December 19, 2013 and filed with the Commission on December 23, 2013.
(42) Incorporated by reference from the Company’s Current Report on Form 8-K dated December 31, 2013 and filed with the Commission on January 2, 2014.
(43) Incorporated by reference from the Company’s Current Report on Form 8-K dated January 21, 2015 and filed with the Commission on January 21, 2015.
(44) Incorporated by reference from the Company’s Current Report on Form 8-K dated December 31, 2014 and filed with the Commission on March 31, 2015.
(45) Incorporated by reference from the Company’s Current Report on Form 8-K dated May 5, 2015 and filed with the Commission on May 6, 2015.
(46) Incorporated by reference from the Company’s Current Report on Form 8-K dated March 10, 2016 and filed with the Commission on March 15, 2016.
(47), (48) Incorporated by reference from the Company’s Current Report on Form 8-K dated September 12, 2016 and filed with the Commission on October 14, 2016.
(49) Incorporated by reference from the Company’s Current Report on Form 8-K dated June 27, 2018 and filed with the Commission on June 28, 2018.
(50) Incorporated by reference from the Company’s Current Report on Form 8-K dated July 31, 2018 and filed with the Commission on August 6, 2018.
(51) Incorporated by reference from the Company’s Current Report on Form 8-K dated March 1, 2007 and filed with the Commission on March 8, 2007
(52) Incorporated by reference from the Company’s Current Report on Form 8-K dated November 5, 2019 and filed with the Commission on November 6, 2019.
(53), (54) Incorporated by reference from the Company’s Current Report on Form 8-K dated February 21, 2020 and filed with the Commission on February 24, 2020.
(55), (56) Incorporated by reference from the Company’s Current Report on Form 8-K dated April 28, 2020 and filed with the Commission on April 29, 2020.
(57), (58) Incorporated by reference from the Company’s Current Report on Form 8-K dated August 3, 2020 and filed with the Commission on August 31, 2020.
(59) Incorporated by reference from the Company’s Current Report on Form 8-K dated October 19, 2020 and filed with the Commission on October 19, 2020.
(60) Incorporated by reference from the Company’s Current Report on Form 8-K dated October 22, 2020 and filed with the Commission on October 28, 2020.
(61) Incorporated by reference from the Company’s Current Report on Form 8-K dated December 15, 2020 and filed with the Commission on December 21, 2020.
(62), (63), (64), (65) Incorporated by reference from the Company’s Current Report on Form 8-K dated December 21, 2020 and filed with the Commission on January 5, 2021.
(66) Incorporated by reference from the Company’s Current Report on Form 8-K dated January 21, 2021 and filed with the Commission on January 27, 2021.
(67) Incorporated by reference from the Company’s Current Report on Form 8-K dated May 6, 2021 and filed with the Commission on May 12, 2021.
(68) Incorporated by reference from the Company’s Current Report on Form 8-K dated November 10, 2021 and filed with the Commission on November 15, 2021.
(69) Incorporated by reference from the Company’s Current Report on Form 8-K dated December 27, 2021 and filed with the Commission on January 6, 2022.
## Furnished, not filed.

 

 

 102 
 

 

Item 17. Undertakings

 

The undersigned registrant hereby undertakes:

 

(1)     To file, during any period in which offersor sales are being made, a post-effective amendment to this registration statement:

 

(a)     To include any prospectus required by Section10(a)(3) of the Securities Act of 1933;

 

(b)     To reflect in the prospectus any factsor events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstandingthe foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceedthat which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in theform of prospectus filed with the SEC pursuant to Rule 424(b) if, in aggregate, the changes in volume and price represent no more thana 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in theeffective registration statement; and

 

(c)     To include any material information withrespect to the plan of distribution not previously disclosed in the registration statement or any material change to such informationin the registration statement.

 

(2)     That, for the purpose of determining anyliability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relatingto the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offeringthereof.

 

(3)     To remove from registration by means ofa post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)     That, for the purpose of determining liabilityunder the Securities Act of 1933 to any purchaser:

 

(a) If the Corporation is relying on Rule 430B:

 

(i)     Each prospectus filed by the Corporationpursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed partof and included in the registration statement; and

 

(ii)    Each prospectus required to be filed pursuantto Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuantto Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shallbe deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first usedafter effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided inRule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be anew effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates,and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, thatno statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporatedor deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, asto a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registrationstatement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;or

 

 

 

 103 
 

 

(b)     If the Corporation is subject to Rule 430C:Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statementsrelying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registrationstatement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement orprospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into theregistration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of saleprior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part ofthe registration statement or made in any such document immediately prior to such date of first use.

 

(5)     That, for the purpose of determining liabilityof the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrantundertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardlessof the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by meansof any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer orsell such securities to such purchaser:

 

(i)     Any preliminary prospectus or prospectusof the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)    Any free writing prospectus relating to theoffering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii)   The portion of any other free writing prospectusrelating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf ofthe undersigned registrant; and

 

(iv)   Any other communication that is an offer in the offeringmade by the undersigned registrant to the purchaser. (6) For purposes of determining any liability under the Securities Act of 1933, theinformation omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and containedin a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemedto be part of this registration statement as of the time it was declared effective.

 

(6)     Insofar as Indemnification for liabilitiesarising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant tothe foregoing provision, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is againstpublic policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrantin the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connectionwith the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controllingprecedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy asexpressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that, for purposes ofdetermining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a)or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annualreport pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statementshall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities atthat time shall be deemed to be the initial bona fide offering thereof.

 

 

 104 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registranthas duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in theCity of Bozeman, Montana and Grand Junction, Colorado on June 17, 2022.

 

  ATHENA GOLD CORP.
     
  By:   /s/ John C. Power
    John C. Power
    Chief Executive Officer and President
    (Principal Executive Officer)
     
  By:   /s/ Ty Minnick
    Ty Minnick
    Chief Financial Officer (Principal Financial and Accounting Officer)
     

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appointsJohn C. Power his or her true and lawful attorney in fact and agent, with full power of substitution and resubstitution, for him or herand in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments)to the Registration Statement, and to sign any registration statement for the same offering covered by this Registration Statement thatis to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post effective amendmentsthereto, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and ExchangeCommission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisiteand necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, herebyratifying and confirming all that said attorney-in-fact and agent, each acting alone, or his or her substitute or substitutes, may lawfullydo or cause to be done by virtue hereof.

 

 

Pursuant to the requirements of the Securities Act of 1933, this RegistrationStatement has been signed below by the following persons in the capacities and on the dates indicated.

 

SIGNATURE   TITLE   DATE
         
/s/ John C. Power   Chief Executive Officer, President and Director   June 17, 2022
John C. Power        
         
/s/ Ty Minnick   Chief Financial Officer   June 17, 2022
Ty Minnick        
         
/s/ John Hiner   Director   June 17, 2022
John Hiner        
         
/s/ Brian Power   Director   June 17, 2022
Brian Power        
         
/s/ Markus Janser   Director   June 17, 2022
Markus Janser        
         

 

 

 

 

 

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