8-K - AHNRF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 8, 2022

ATHENA GOLD

CORPORATION

(formerly Athena Silver Corporation)

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-51808	90-0158978
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission File<br><br> <br>Number)	(I.R.S. Employer Identification<br><br> <br>number)

2010 A Harbison Drive # 312, Vacaville, CA

95687

(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code) (707)

291-6198

______________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 7.01	REGULATION FD DISCLOSURE

On March 8, 2022, Athena Gold Corporation, a Delaware corporation (the “Company”) issued a press release announcing that it has entered into an agreement with a drill contractor for the Company’s planned 5,000 foot reverse circulation (“RC”) drill program (the “2022 Drill Program”) at its flagship Excelsior Springs gold project in Nevada (the “ExcelsiorSprings Project” or the “Project”). The contractor plans to mobilize to the Project site before the end of March, and as previously announced by the Company (see news release dated February 9, 2022), its proposed Notice of Intent drilling and exploration permit for up to 6 drill pads and 11 RC drill holes at the Project has been approved by the Bureau of Land Management. A copy of the press release is filed herewith as Exhibit 99.1.

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.

ITEM 9.01:	FINANCIAL STATEMENTS AND EXHIBITS

Item	Title
99.1	Press Release
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Athena Gold Corporation
Date: March 8, 2022	By: /s/ John C. Power
	John C. Power, President

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Exhibit 99.1

ATHENA GOLD SECURES CONTRACTOR FOR DRILLING AT

EXCELSIOR SPRINGS GOLD PROJECT, ESMERALDA COUNTY, NEVADA

VACAVILLE, CA –March 8, 2022 – Athena Gold Corporation (OTCQB: AHNR)(CSE: ATHA) (“Athena” or the “Company”) is pleased to announce that it has entered into an agreement with a drill contractor for the Company’s planned 5,000 foot reverse circulation (“RC”) drill program (the “2022 Drill Program”) at its flagship Excelsior Springs gold project in Nevada (the “Excelsior Springs Project” or the “Project”). The contractor plans to mobilize to the Project site before the end of March, and as previously announced by the Company (see news release dated February 9, 2022), its proposed Notice of Intent drilling and exploration permit for up to 6 drill pads and 11 RC drill holes at the Project has been approved by the Bureau of Land Management. Athena is also planning up to another 9 RC drill holes on patented claims held under lease with a private party.

The Company’s 2022 Drill Program is designed to expand known mineralization and further substantiate that the Excelsior Springs Project is a regional-scale, intrusion-related, gold-bearing, hydrothermal system.

John Power, Athena’s President & CEO commented, “Our location in the Walker Lane Trend places the Company in the heart of the recent successful resurgence of historicmining districts in Tonopah, Beatty/Bullfrog and Goldfield. The core of the Excelsior Springs Project is the historic high-grade Bustermine, and the Company is excited to commence the 2022 Drill Program as we look to expand on the gold mineralization identified in historicdrilling.”

Excelsior Springs Project Highlights:

·	The<br>Excelsior Springs Project is in the heart of Nevada’s Walker Lane Trend.
·	61%<br>of the historic drill results show gold mineralization above a typical Nevada, open-pit-mine cutoff grade of 0.25g Au/T.
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·	Numerous<br>prospective drill targets on the land package of nearly 3,000 acres.
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·	Significant<br>mineralization - Figure 1 below shows historic drill holes with reported significant gold grades and thicknesses.
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Figure 1. Historic drill holes with reported significant gold grades and thicknesses.

Further information on the Excelsior Springs Property is available in the technical report prepared by Matthew Dumala, P.Eng. and Donald Strachan, MSc, CPG, dated August 26, 2021 (effective July 21, 2021) and entitled “Technical Report for the Excelsior Springs Property, Esmeralda County, Nevada, U.S.A.” a copy of which is available on the Company’s SEDAR profile at www.sedar.com.

About the Excelsior Springs Project

The Excelsior Springs mining claims cover an area of 3.5 km^2^ including the historic Buster mine, which had estimated historical production of 18,000 tonnes (T) at 37.3 grams gold per tonne (g Au/T) gold to a maximum depth of 70 m. The Excelsior Springs Project is located in the Walker Lane tectonic zone of southern Nevada, which hosts a number of large historic gold mines. Total gold production from the Walker Lane tectonic zone has exceeded 20 million ounces (Moz) including notable deposits by Goldfields (5 Moz), Bullfrog (2 Moz), Tonopah (2 Moz), Mineral Ridge (1.5 Moz) and Comstock (8 Moz Au, 200 Moz Ag).

The reports of past production on the Excelsior Springs Project are historical in nature and may not accurately indicate the extent or grade of mineralization present at the Excelsior Springs Project. Although the Company believes the source of the historical information to be generally reliable, such information is subject to interpretation and cannot be verified with complete certainty due to limits on the availability and reliability of raw data and other inherent limitations and uncertainties. Readers are cautioned that the Company has no interest in or right to acquire any interest in any of the above-mentioned properties, other than the Excelsior Springs Project, and that the mineral deposits, and the results of any mining thereof, on adjacent or similar properties are not indicative of mineral deposits on the Excelsior Springs Project or any potential exploitation thereof.

From the mid-1980s through 2011, several exploration companies conducted drilling programs at the Excelsior Springs Project, primarily on the patented claims, that began to define the near-surface Buster Mine gold zone. Gold mineralization at the Excelsior Springs Project occurs within an east-west trending zone that is 200 to 400m wide and at least 3 km long.

Gold mineralization discovered at the Excelsior Springs Project to date occurs in quartz vein stock-works and silicified zones in hornfels and calc-silicate altered country rock and is generally close to porphyry dykes. The best mineralization (grade and thickness) is found in altered sediments immediately above porphyry dykes that have intruded along existing east- and east-northeast trending faults. The mineralized stock-work vein zones are shallow and have a relatively flat plunge, making them amenable to open pit mining methods.

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Most historical exploration at the Excelsior Springs Project has focused on a 2.5 km long section in the central part of the Buster zone where mineralization is at or near the surface. Surface mapping and an Induced Polarization (IP) geophysical survey conducted by Zonge International Inc. identified multiple zones of silicification that correlate well with the known mineralization. Many of the silicified zones defined by the IP (resistivity highs) surveys have not been tested by drilling and remain targets for future exploration.

QualifiedPerson

John Hiner, Licensed Geologist and Registered Member of SME (Society for Mining, Metallurgy & Exploration), a qualified person as defined by NI 43-101, has reviewed the scientific and technical information that forms the basis of this press release and has approved the disclosure herein. Mr. Hiner is not independent of the Company as he is a director of the Company and holds stock options in the Company.

About AthenaGold Corporation

Athena is engaged in the business of mineral exploration and the acquisition of mineral property assets. Its objective is to locate and develop economic precious and base metal properties of merit and to conduct its exploration program on the Excelsior Springs Project, located in Esmeralda County, Nevada, approximately 45 miles southwest of Goldfield, Nevada.

For further information about Athena Gold Corporation and our Excelsior Springs Gold project, please visit www.athenagoldcorp.com.

On Behalfof the Board of Directors

John Power

Chief Executive Officer and President

Contact:

Phone: John Power, 707-291-6198

Email: info@athenagoldcorp.com

Cautionary Statement to U.S. Investors

This press release references NI 43-101, whichdiffers from the requirements of U.S. securities laws. NI 43-101 is a rule developed by the Canadian Securities Administrators thatestablishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

The United States Securities and Exchange Commission(“SEC”) permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company canlegally extract or produce. Pursuant to SEC Industry Guide 7 under the United States SecuritiesAct of 1933, as amended, a “final” or “bankable” feasibility study is required to report reserves. CurrentlyAthena has not delineated “reserves” on any of its properties. Athena cannot be certain that any deposits at its propertieswill ever be confirmed or converted into SEC Industry Guide 7 or any successor rule or regulation compliant “reserves”. Investorsare cautioned not to assume that any part or all of the historic Buster Mine gold zone willever be confirmed or converted into reserves or that it can be economically or legally extracted.

The SEChas adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securitiesare registered with the SEC under the United States Securities Exchange Act of 1934, as amended. These amendments became effective February25, 2019, with compliance required for the first fiscal year beginning on or after January 1, 2021, and historical property disclosurerequirements for mining registrants that were included in SEC Industry Guide 7 will be rescinded from and after such date.

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Forward Looking Statements

This press release contains forward-lookingstatements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadianand U.S. securities laws. All statements, other than statements of historical fact, included herein including, without limitation, statementsregarding the completion of the 2022 Drill Program, future results from exploration, and the anticipated business plans and timing offuture activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, itcan give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words suchas: “believes”, “will”, “expects”, “anticipates”, “intends”, “estimates”,“plans”, “may”, “should”, “potential”, “scheduled”, or variations of suchwords and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might orwill occur or be taken or achieved. In making the forward-looking statements in this press release, the Company has applied several materialassumptions, including without limitation, that there will be investor interest in future financings, market fundamentals will resultin sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connectionwith the future exploration and development of the Company’s projects in a timely manner, the availability of financing on suitableterms for the exploration and development of the Company’s projects and the Company’s ability to comply with environmental,health and safety laws.

The Company cautions investors that any forward-lookingstatements by the Company are not guarantees of future results or performance, and that actual results may differ materially from thosein forward-looking statements as a result of various factors, including, operating and technical difficulties in connection with mineralexploration and development activities, actual results of exploration activities, the estimation or realization of mineral reserves andmineral resources, the inability of the Company to obtain the necessary financing required to conduct its business and affairs, as currentlycontemplated, the timing and amount of estimated future production, the costs of production, capital expenditures, the costs and timingof the development of new deposits, requirements for additional capital, future prices of precious metals, changes in general economicconditions, changes in the financial markets and in the demand and market price for commodities, lack of investor interest in future financings,accidents, labor disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing orin the completion of development or construction activities, risks relating to epidemics or pandemics such as COVID–19, includingthe impact of COVID–19 on the Company’s business, financial condition and results of operations, changes in laws, regulationsand policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary permits, consents, approvalsor authorizations, including of the Canadian Securities Exchange, the timing and possible outcome of any pending litigation, environmentalissues and liabilities, and other factors and risks that are discussed in the Company’s periodic filings with the SEC and disclosedin the final long form prospectus of the Company dated August 31, 2021.

Readers are cautioned not to place undue relianceon forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements in this press releaseor incorporated by reference herein, except as otherwise required by law.

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