8-K
Athena Gold Corp (AHNRF)
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):
April 18, 2022
ATHENA GOLD
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) |
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| ☐ | 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 |
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On April 18, 2022, Athena Gold Corporation, a Delaware corporation (the “Company”) issued a press announcing the successful completion of its reverse circulation (“RC”) drill program (the “2022 Drill Program”) at its Excelsior Springs project (the “Excelsior Springs Project” or the “Project”) in Esmeralda County, Nevada (see news releases dated March 30, 2022, March 8, 2022 and February 9, 2022).
The 2022 Drill Program was upsized to 5,575 feet from the originally planned 5,000 feet and was completed in early April 2022. A total of 11 vertical and angle holes were completed on both the patented and unpatented claims comprising the Project, ranging from depths of 350 to 900 feet. All RC samples were shipped to American Assay Laboratories, an independent laboratory, in Reno, Nevada on April 6, 2022 for analysis and the results are pending. A copy of the press release is filed herewith as Exhibit 99.1.
On May 25, 2022, Athena Gold Corporation, a Delaware corporation (the “Company”) issued a press reporting that it has acquired a porphyry copper-gold-molybdenum prospect located thirty (30) miles northwest of Tonopah, Nevada in Esmeralda County. The “Crow Springs South” or “CSS” project comprises eleven (11) Bureau of Land Management unpatented lode claims acquired through staking and a lease with an independent geologist.
The CSS Property is located in west central Nevada within the Walker Lane structural belt and hosts good potential for a porphyry copper-gold-molybdenum deposit. The claims are in the historic Crow Springs Mining District which has undergone limited past exploration and prospecting for gold, copper, molybdenum, and turquoise. A copy of the press release is filed herewith as Exhibit 99.2.
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including 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 |
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Exhibits
| Item | Title |
|---|---|
| 99.1 | Press Release |
| 99.2 | 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: May 26,<br> 2022 | By: /s/ John C. Power |
| John C. Power, President |
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Exhibit 99.1
ATHENA GOLD COMPLETES DRILLING PROGRAM AT EXCELSIOR SPRINGS GOLD PROJECT, ESMERALDA COUNTY, NEVADA
RC DRILL PROGRAM UPSIZED TO 5,575 FEET
VACAVILLE, CA –April 18, 2022 – Athena Gold Corporation (OTCQB: AHNR)(CSE: ATHA) (“Athena” or the “Company”) is pleased to announce the successful completion of its reverse circulation (“RC”) drill program (the “2022 Drill Program”) at its Excelsior Springs project (the “Excelsior Springs Project” or the “Project”) in Esmeralda County, Nevada (see news releases dated March 30, 2022, March 8, 2022 and February 9, 2022).
The 2022 Drill Program was upsized to 5,575 feet from the originally planned 5,000 feet and was completed in early April 2022. A total of 11 vertical and angle holes were completed on both the patented and unpatented claims comprising the Project, ranging from depths of 350 to 900 feet. All RC samples were shipped to American Assay Laboratories, an independent laboratory, in Reno, Nevada on April 6, 2022 for analysis and the results are pending.
The 2022 Drill Program was designed to better delineate and expand known mineralization along strike at the Excelsior Springs Project, aggressively test target areas and further substantiate that the Project is a regional-scale, intrusion-related, gold-bearing, hydrothermal system.
John Power, Athena’s President & CEO commented, “Our 2022 RC drill program was completed as planned at the Excelsior Springs Project. Our drilling contractor andour consulting technical team did an excellent job. We are encouraged by intersections of mineralization and alteration in several drillholes, and we will anxiously await results from the assay lab.”
Figure 1. RC drilling at the Excelsior SpringsProject, Nevada
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Quality Assurance and Quality Control Statement
Procedures have been implemented to assure Quality Assurance QualityControl (QAQC) of drill hole assaying being done at an ISO Accredited assay laboratory. All intervals of drill holes are being assayedand samples were securely stored for shipment, with chain of custody documentation through delivery. Mineralized commercial referencestandards and coarse blank standards were inserted every 20^th^ sample in sequenceand results will be graphed to assure acceptable results, resulting in high confidence of the drill hole assay results. When laboratoryassays are received, the QAQC results will be immediately evaluated and graphed to analyze dependability of the drill hole assays.
As the Excelsior Springs Project advances, additional QAQC measureswill be implemented including selected duplicate check assaying on pulps and coarse rejects at a second accredited assay laboratory. All results will be analyzed for consistency.
About the Excelsior Springs Project
The Excelsior Springs Project 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. Some mineralized stock-work vein zones are shallow and have a relatively flat plunge, making them amenable to open pit mining methods.
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.
Qualified Person
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 Athena Gold Corporation
Athena is engaged in the business of mineral exploration and the acquisition of mineral property assets. Its objective is to locate and develop economic precious and base metal properties of merit and to conduct 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.
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On Behalf of 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 Securities Act of 1933, as amended, a “final”or “bankable” feasibility study is required to report reserves. Currently Athena has not delineated “reserves”on any of its properties. Athena cannot be certain that any deposits at its properties will ever be confirmed or converted into SEC IndustryGuide 7 or any successor rule or regulation compliant “reserves”. Investors are cautioned not to assume that any partor all of the historic Buster Mine gold zone will ever be confirmed or converted into reserves or that it can be economically orlegally extracted.
The SEC has adopted amendments to its disclosurerules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the UnitedStates Securities Exchange Act of 1934, as amended. These amendments became effective February 25, 2019, with compliance requiredfor the first fiscal year beginning on or after January 1, 2021, and historical property disclosure requirements for mining registrantsthat were included in SEC Industry Guide 7 will be rescinded from and after such date.
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 results from the 2022 Drill Program, future results from exploration, and the anticipated business plans and timing of futureactivities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can giveno assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: “believes”,“will”, “expects”, “anticipates”, “intends”, “estimates”, “plans”,“may”, “should”, “potential”, “scheduled”, or variations of such words and phrases andsimilar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be takenor achieved. In making the forward-looking statements in this press release, the Company has applied several material assumptions, includingwithout limitation, that there will be investor interest in future financings, market fundamentals will result in sustained precious metalsdemand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration anddevelopment of the Company’s projects in a timely manner, the availability of financing on suitable terms for the exploration anddevelopment of the Company’s projects and the Company’s ability to comply with environmental, health and safety laws.
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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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Exhibit 99.2
ATHENA GOLD CORPORATION ACQUIRES PORPHYRY COPPER GOLD MOLYBDENUM PROSPECT IN CROW SPRINGS DISTRICT, ESMERALDA COUNTY, NEVADA
| · | UPDATE ON SCHEDULE FOR EXCELSIOR SPRINGSDRILL PROGRAM ASSAY RESULTS |
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VACAVILLE, CA –May 25, 2022 – Athena Gold Corporation (OTCQB: AHNR)(CSE: ATHA) (“Athena” or the “Company”) reports that it has acquired a porphyry copper-gold-molybdenum prospect located thirty (30) miles northwest of Tonopah, Nevada in Esmeralda County. The “Crow Springs South” or “CSS” project comprises eleven (11) Bureau of Land Management unpatented lode claims acquired through staking and a lease with an independent geologist.
The CSS Property is located in west central Nevada within the Walker Lane structural belt and hosts good potential for a porphyry copper-gold-molybdenum deposit. The claims are in the historic Crow Springs Mining District which has undergone limited past exploration and prospecting for gold, copper, molybdenum, and turquoise.
Allegiant Gold’s flagship, district-scale Eastside Gold Project, which hosts a large and expanding gold resource of over 1 million ounces, lies three (3) miles to the west.
Porphyry copper mineralization at CSS is related to strong potassic alteration that is locally developed in coarse quartz monzonite porphyry and aplitic-textured monzonite. Surface rock geochemistry indicates that moderate to strong Cu-Mo-Au mineralization is exposed at shallow levels and is amenable to reverse circulation drilling to depths of less than 1,500 feet.
A district-scale airborne magnetics radiometric survey was flown in 2021 and indicates that classic porphyry potassic alteration is associated with an untested magnetic anomaly. The untested magnetic anomaly indicates a possible porphyry copper-gold target of significant size.
John Power, Athena’s President & CEO commented, “We remain focused on our flagship Excelsior Springs Gold project but are excited to acquire a drill-ready porphyrycopper gold molybdenum target in a Tier One jurisdiction to diversify our portfolio and build accretive value for our shareholders.”
“The Crow Springs District is the siteof many mineralization types and there is a strong geological argument for a concealed porphyry, and significant molybdenum shows havebeen found. A considerable area of the district contains high potential quartz monzonite porphyry, which has received minimal explorationfocus to date and we look forward to the advancement of our CSS project and the entire Crow Springs District,” added Power.
Update On Timing For Assay Results From ExcelsiorSprings Drill Program
Athena is pleased to update the timing of assay results of its reverse circulation (“RC”) drill program (the “2022 Drill Program”) at its Excelsior Springs project (the “Excelsior Springs Project” or the “Project”) in Esmeralda County, Nevada (see news releases dated April 18, 2022, March 30, 2022, March 8, 2022, and February 9, 2022).
A total of eleven (11) vertical and angle holes were completed in early April 2022 on both the patented and unpatented claims comprising the Project, ranging from depths of 350 to 900 feet for a total of 5,575 feet. All samples were shipped to American Assay Laboratories, an independent laboratory in Reno, Nevada, and have been received and logged into their system for processing. Our expectation is that the assay results will be received in the next month and subsequently released via a news release.
The 2022 Drill Program was designed to better delineate and expand known mineralization along strike at the Excelsior Springs Project, aggressively test target areas and further substantiate that the Project is a regional-scale, intrusion-related, gold-bearing, hydrothermal system.
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Quality Assurance and Quality Control Statement
Procedures have been implemented to assure Quality Assurance QualityControl (QAQC) of drill hole assaying being done at an ISO Accredited assay laboratory. All intervals of drill holes are being assayedand samples were securely stored for shipment, with chain of custody documentation through delivery. Mineralized commercial referencestandards and coarse blank standards were inserted every 20^th^ sample in sequenceand results will be graphed to assure acceptable results, resulting in high confidence of the drill hole assay results. When laboratoryassays are received, the QAQC results will be immediately evaluated and graphed to analyze dependability of the drill hole assays.
As the Excelsior Springs Project advances, additional QAQC measureswill be implemented including selected duplicate check assaying on pulps and coarse rejects at a second accredited assay laboratory. All results will be analyzed for consistency.
Qualified Person
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 Athena Gold Corporation
Athena is engaged in the business of mineral exploration and the acquisition of mineral property assets. Its objective is to locate and develop economic precious and base metal properties of merit and to conduct 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 Behalf of 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 Securities Act of 1933, as amended, a “final”or “bankable” feasibility study is required to report reserves. Currently Athena has not delineated “reserves”on any of its properties. Athena cannot be certain that any deposits at its properties will ever be confirmed or converted into SEC IndustryGuide 7 or any successor rule or regulation compliant “reserves”. Investors are cautioned not to assume that any partor all of the historic Buster Mine gold zone will ever be confirmed or converted into reserves or that it can be economically orlegally extracted.
The SEC has adopted amendments to its disclosurerules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the UnitedStates Securities Exchange Act of 1934, as amended. These amendments became effective February 25, 2019, with compliance requiredfor the first fiscal year beginning on or after January 1, 2021, and historical property disclosure requirements for mining registrantsthat 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 results from the 2022 Drill Program, future results from exploration, and the anticipated business plans and timing of futureactivities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can giveno assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: “believes”,“will”, “expects”, “anticipates”, “intends”, “estimates”, “plans”,“may”, “should”, “potential”, “scheduled”, or variations of such words and phrases andsimilar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be takenor achieved. In making the forward-looking statements in this press release, the Company has applied several material assumptions, includingwithout limitation, that there will be investor interest in future financings, market fundamentals will result in sustained precious metalsdemand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration anddevelopment of the Company’s projects in a timely manner, the availability of financing on suitable terms for the exploration anddevelopment 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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