AHNRF 6-K

Athena Gold Corp (AHNRF)

6-K 2026-08-07 For: 2026-06-30

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Added on August 07, 2026


			June 30,			December 31,			January 1,
			2026			2025			2025
	Note		$			$			$
Assets
Current assets
Cash and cash equivalents				1,446,033			2,839,369			347,896
Prepayments and receivables				464,906			796,846			166,073
Investment in securities		2		1,395,719			4,030,559			540,814
				3,306,658			7,666,774			1,054,783
Non-current assets
Deposits				–			–			24,977
Mineral properties		3		7,910,012			4,834,615			7,840,981
				7,910,012			4,834,615			7,865,958
Total assets				11,216,670			12,501,389			8,920,741

Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued liabilities		6		407,159			50,894			198,422
Warrant liability		4		–			1,832,191			857,250
				407,159			1,883,085			1,055,672
Non-current liabilities
Note payable to related parties		6		–			–			148,623
Total liabilities				407,159			1,883,085			1,204,295

Shareholders' equity
Share capital		4		31,059,350			25,172,222			22,204,510
Reserves		4		872,472			812,585			568,124
Cumulative translation adjustment		2		–			(430,033	)		(308,667	)
Deficit				(21,122,311	)		(14,936,470	)		(14,747,521	)
Total shareholders' equity				10,809,511			10,618,304			7,716,446
Total liabilities and shareholders' equity				11,216,670			12,501,389			8,920,741

Nature of operations and going concern		1
Commitments		5


									Cumulative						Total
	Number		Share						translation						shareholders'
	of shares		capital			Reserves			adjustment			Deficit			equity
	#		$			$			$			$			$

December 31, 2024		19,677,134		22,204,510			568,124			(308,667	)		(14,747,521	)		7,716,446
Private placement		1,881,010		931,100			–			–			–			931,100
Warrant liability		–		(73,490	)		–			–			–			(73,490	)
Shares issued for services		223,963		110,862			(110,862	)		–			–			–
Nova shares reissued		4,430,830		–			–			–			–			–
Share-based payments		–		–			125,827			–			–			125,827
Foreign currency translation adjustment		–		–			–			(21,832	)		–			(21,832	)
Loss and comprehensive loss for the period		–		–			–			–			(43,927	)		(43,927	)
June 30, 2025		26,212,937		23,172,982			583,089			(330,499	)		(14,791,448	)		8,634,124

December 31, 2025		31,567,535		25,172,222			812,585			(430,033	)		(14,936,470	)		10,618,304
Elimination of cumulative translation adjustment (Note 2,3)		–		1,717,937			(162,228	)		430,033			(1,207,052	)		778,690
Shares issued for mineral properties		4,242,429		2,310,000			–			–			–			2,310,000
Shares issued for services		56,768		27,000			–			–			–			27,000
Transfer of warrant liability to share capital		–		1,832,191			–			–			–			1,832,191
Share-based payments		–		–			222,115			–			–			222,115
Loss and comprehensive loss for the period		–		–			–			–			(4,978,789	)		(4,978,789	)
June 30, 2026		35,866,732		31,059,350			872,472			–			(21,122,311	)		10,809,511


		Three months ended						Six Months Ended
		June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025
	Note		$			$			$			$
Expenses
Exploration and evaluation costs	3		1,897,748			354,992			1,793,147			431,615
General and administrative expenses	4,6		404,253			379,523			715,288			681,502
Loss from operating expenses			(2,302,001	)		(734,515	)		(2,508,435	)		(1,113,117	)
Interest expense			–			(2,069	)		–			(4,194	)
Other income			15,304			30,033			15,744			30,033
Realized gain (loss) on investments			34,251			(9,776	)		35,051			(9,776	)
Revaluation of warrant liability			–			41,866			–			465,145
Unrealized gain (loss) on investments			(681,427	)		482,882			(2,521,149	)		587,982
Loss and comprehensive loss for the period			(2,933,873	)		(191,579	)		(4,978,789	)		(43,927	)

Loss per share
Weighted average number of common shares outstanding
- Basic #			35,826,732			21,203,818			34,061,988			20,444,694
- Diluted #			35,826,732			21,203,818			34,061,988			20,444,694

Basic loss per share $			(0.08	)		(0.01	)		(0.15	)		(0.00	)
Diluted loss per share $			(0.08	)		(0.01	)		(0.15	)		(0.00	)


			June 30,			June 30,
			2026			2025
	Note		$			$

Operating activities
Loss for the period				(4,978,789	)		(43,927	)
Adjustments for:
Exploration and evaluation costs		3		6,000			–
Share-based payments		4		222,115			125,827
Shares issued for services				21,000			–
Realized (gain) loss on investments				(35,051	)		9,776
Revaluation of warrant liability				–			(465,145	)
Unrealized (gain) loss on investments				2,521,149			(587,982	)
Change in cumulative translation adjustment				–			(21,832	)
Net change in non-cash working capital items		7		688,205			346,094
				(1,555,371	)		(637,189	)

Financing activities
Proceeds from private placement				–			931,100
				–			931,100

Investing activities
Reimbursement of mineral property acquisition costs		3		13,293			–
Proceeds from sale of investments				148,742			112,399
				162,035			112,399
Change in cash				(1,393,336	)		406,310
Cash, beginning of period				2,839,369			347,896
Cash, end of period				1,446,033			754,206

Supplemental cash flow information		7

Summary of reclassification impact
	As previously
	reported		Adjustment			Restated
	$		$			$
January 1, 2025 - Current warrant liability		361,501		495,749			857,250
January 1, 2025 - Non-current warrant liability		495,749		(495,749	)		–


	June 30, 2026						December 31, 2025
	Number of				Fair		Number of				Fair
	Shares		Cost		Value		Shares		Cost		Value
		#		$		$		#		$		$
Carlton Precious Inc.		6,595,334		428,697		527,627		6,755,334		439,097		945,747
Mammoth Minerals Limited		28,525,000		2,856,640		868,092		28,525,000		2,856,640		3,015,747
Bravada Gold Corporation		–		–		–		154,375		49,400		69,065
		35,120,334		3,285,337		1,395,719		35,434,709		3,345,137		4,030,559

Summary of mineral properties
	December 31,				June 30,
	2025		Additions, net		2026
	$		$		$
Excelsior Springs		4,791,780		–		4,791,780
Laird Lake		42,835		–		42,835
Forester		–		2,296,707		2,296,707
		4,834,615		2,296,707		7,131,322
Elimination of cumulative translation adjustment		–		–		778,690
Total		4,834,615		2,296,707		7,910,012

		December 31,				June 30,
		2024		Additions		2025
		$		$		$
Excelsior Springs		7,840,981		–		7,840,981


	Excelsior		Laird
	Springs		Lake			Total
Six months ended June 30, 2026	$		$			$
Assays and sampling		–		92,611			92,611
Field		–		32,396			32,396
Drilling		–		1,237,382			1,237,382
Geological and consulting (Note 6)		–		580,758			580,758
Other		–		50,000			50,000
		–		1,993,147			1,993,147
Less: Recovery of costs		–		(200,000	)		(200,000	)
		–		1,793,147			1,793,147

		Excelsior		Laird
		Springs		Lake			Total
Six months ended June 30, 2025		$		$			$
Geological and consulting		431,615		–			431,615
		431,615		–			431,615

	·	$50,000 by August 19, 2025 (paid, cash of $25,000 and issued 500,000 common shares with a fair value of $25,000);
	·	$50,000 by August 19, 2026 (paid cash of $50,000);
	·	$50,000 by August 19, 2027;
	·	$50,000 by August 19, 2028; and
	·	$1,000,000 in cash by August 19, 2029, or alternatively:

	·	75% in cash and 25% in common shares, for a total payment of $1,250,000;
	·	50% in cash and 50% in common shares, for a total payment of $1,500,000;
	·	25% in cash and 75% in common shares, for a total payment of $1,750,000.

	·	In March 2026, the Company issued 4,242,429 common shares at a fair value of $2,310,000 (approximately $0.54 each) for the acquisition of Last Bounty Gold Corp., on the acquisition of the Forester Gold project (Note 3).

	·	The Company issued 56,768 common shares for services at a fair value of $27,000, comprising 10,101 common shares at a fair value of $6,000 (approximately $0.59 each) for exploration related services on the Laird Lake project (Note 3), and 46,667 common shares at a fair value of $21,000 ($0.45 each) for consulting services.

	·	On April 25, 2025, the Company issued 175,478 common shares at a fair value of $86,862 as a finder’s fee. The shares were issued pursuant to the acquisition of Laird Lake and Oneman Lake Projects from Libra Lithium Corp.

	·	On April 25, 2025, the Company completed a private placement of 1,545,455 flow-through shares at a price of approximately $0.50 each for gross proceeds of $765,000. There was no flow-through premium liability recognized on the private placement as the subscription price was equal to the trading price of the Company’s common share as quoted on the CSE.

	·	On April 25, 2025, in connection with the private placement of flow-through shares, the Company issued 48,485 units at a fair value of $24,000 (approximately $0.50 each) for finder’s fees.

	·	On June 30, 2025, the Company completed a non-brokered private placement of 335,555 units at a price of approximately $0.50 each for gross proceeds of $166,100. Each warrant is exercisable into one common share at a price of $1.19 until June 30, 2028. The warrants are subject to an accelerated exercise provision. On initial recognition, the warrants were measured at a fair value of $73,490 using the Black-Scholes option pricing model.

	Summary of stock option activity
	Period ended June 30, 2026				Year ended December 31, 2025
	Options		Weighted average exercise price		Options		Weighted average exercise price
	#			$		#
Options outstanding, beginning of period/year	806,061			0.70		528,283		0.69
Granted	454,040			0.54		277,778		0.50
Expired	(252,525	)		0.83		–		–
Options outstanding, end of period/year	1,007,576			0.58		806,061		0.70


Options	Options		Exercise			Weighted average
outstanding	exercisable		price		Expiry date	remaining life
#	#		$			(years)
25,253		25,253		0.69	January 16, 2028		1.55
73,737		73,737		0.59	August 24, 2032		6.16
176,768		176,768		0.79	October 12, 2032		6.29
277,778		277,778		0.50	June 12, 2035		8.96
204,040		204,040		0.59	March 19, 2036		9.73
250,000		250,000		0.49	April 16, 2036		9.80
1,007,576		1,007,576		0.58			8.33

	·	During the six months ended June 30, 2026, 204,040 options were granted to directors of the Company with a weighted average exercise price of $0.59 each expiring on March 19, 2036, which vested immediately. The fair value was calculated using the following weighted average assumptions: expected life of options – ten years, stock price volatility – 214%, no dividend yield, and a risk-free interest rate – 4%. Using the above assumptions, the fair value of options granted was approximately $0.49 per option, for an aggregate total of $100,936.

	·	During the six months ended June 30, 2026, 250,000 options were granted to consultants and an officer of the Company with a weighted average exercise price of $0.49 each expiring on April 16, 2036, which vested immediately. The fair value was calculated using the following weighted average assumptions: expected life of options – ten years, stock price volatility – 214%, no dividend yield, and a risk-free interest rate – 4%. Using the above assumptions, the fair value of options granted was approximately $0.45 per option, for an aggregate total of $121,179.

	·	During the year ended December 31, 2025, 277,778 options were granted to directors and consultants of the Company with a weighted average exercise price of $0.50 each expiring on June 12, 2035, which vested immediately. The fair value was calculated using the following weighted average assumptions: expected life of options – ten years, stock price volatility – 145%, no dividend yield, and a risk-free interest rate – 4%. The fair value is particularly impacted by the Company’s stock price volatility, determined using stock price data from the previous ten years. Using the above assumptions, the fair value of options granted was approximately $0.45 per option, for an aggregate total of $125,827.

Summary of changes in warrants
	Period ended June 30, 2026			Year ended December 31, 2025
		Warrants	Weighted average exercise price		Warrants		Weighted average exercise price	Warrant liability
		#	$		#		$	$
Warrants outstanding, beginning of period/year		3,926,930	0.99		3,665,657		1.06	857,250
Issued - unit offerings		–	–		2,578,188		0.91	1,201,281
Issued - finders' warrants		–	–		284,095		0.94	–
Expired		–	–		(2,601,010	)	1.01	(310,494	)
Fair value adjustment for warrants outstanding		–	–		–		–	84,154
Warrants outstanding, end of period/year		3,926,930	0.99		3,926,930		0.99	1,832,191

	(a)	Koby Kushner is the Chief Executive Officer (“CEO”), a position he has held from March 27, 2025, and is also a director of the Company. Mr. Kushner controls Brie Inc. (“Brie”), which provides executive services to the Company ($8,000 per month). Mr. Kushner is also a controlling shareholder and director of Nemo Resources Inc. (“Nemo”), an entity engaged to provide exploration management services to the Company ($19,000 per month effective May 1, 2026, amended from $12,000 per month). In the event of a change of control a cash payment of 12 times the monthly services fee and for every full year of services completed the change of control fee will increase by three months of services fee. The increase is capped at 18 months of compensation. In the event of a change of control, Nemo will be entitled to a cash payment of no less than $200,000.

	(b)	Benjamin Kuzmich is the Vice President of Exploration. He jointly controls Nemo which provides exploration management services to the Company ($19,000 per month effective May 1, 2026, amended from $12,000 per month). Mr. Kuzmich is also an employee and director of Nemo. Andrew Jedemann is the Exploration Manager for the Company and is a shareholder and employee of Nemo.

	(c)	Ty Minnick is the Chief Financial Officer (“CFO”). Mr. Minnick provides the Company with accounting, corporate secretarial, and executive services which are recognized within general and administrative expenses of US$5,350 per month. In the event of a change of control, Mr. Minnick will be entitled to a cash payment of two times the annual services fee.

	(d)	On May 21, 2026, the Board of Directors of the Company approved the annual salary for directors of $20,000 to John Power and $10,000 to David Goodman, Brian Power and John Hiner

	(e)	John Power entered into a consulting agreement effective January 1, 2026 for a quarterly payment of US$3,625. John Power was the former CEO of the Company from September 1, 2021 until March 27, 2025, (previously charging US$2,500 per month). Fees charged by both parties are recognized within general and administrative expenses.

	Summary of related party transaction
		Transactions six months ended June 30, 2026 $		Transactions six months ended June 30, 2025 $		Balances outstanding June 30, 2026 $		Balances outstanding December 31, 2025 $
	Brie		48,000		–		–		–
	John Power		30,147		15,174		5,147		8,325
	David Goodman		10,000		–		10,000		–
	John Hiner		10,000		–		–		–
	Brian Power		10,000		–		–		–
(1)	Nemo		67,000		–		–		–
	Ty Minnick		48,476		34,502		7,416		–
			223,623		49,676		22,563		8,325

Summary of supplemental cash flow
	June 30,		June 30,
	2026		2025
	$		$
Prepayments and receivables		331,940		120,746
Accounts payable and accrued liabilities		356,265		225,348
Net change		688,205		346,094

	·	Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

	·	Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices)

	·	Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Summary of financial risk management
	Level 1		Level 2		Level 3			Total
	$		$		$			$

June 30, 2026
Investment in securities		1,395,719		–		–			1,395,719
		1,395,719		–		–			1,395,719

December 31, 2025
Investment in securities		4,030,559		–		–			4,030,559
Warrant liability		–		–		(1,832,191	)		(1,832,191	)
		4,030,559		–		(1,832,191	)		2,198,368

	June 30, 2026		June 30, 2025		Change
	$		$			$
Legal and other professional fees		238,177		216,980		21,197
Share-based payments		121,179		125,827		(4,648	)
Exchange, regulatory and related expenses		23,960		33,861		(9,901	)
Other general expenses		20,937		2,855		18,082
General and administrative expenses		404,253		379,523		24,730

	·	Legal and other professional fees increased for the three months ended June 30, 2026 compared to prior year, due to the fees paid to the board of directors offset by the costs associated with the 2025 re-domestication of the Company from the state of Delaware to the Province of British Columbia, by merger into its British Columbia subsidiary, Nova Athena Gold Corp.

	·	During the three months ended June 30, 2026, 250,000 options were granted to consultants of the Company with a weighted average exercise price of $0.49 each expiring on April 16, 2036 which vested immediately. The fair value of options granted during the three months ended June 30, 2026, was approximately $0.48 per option, for an aggregate total of $121,179.

	·	Exchange and regulatory fees decreased in 2026 with the reduction in costs for state franchise fees charged in the United States.

	·	Other general expenses were impacted in 2026 with the change in functional and presentation currency. As a result of the Company presenting its financial statements in CAD for all periods herein, which differs from the Company’s functional currency being USD as at and for the year ended December 31, 2025 and as at January 1, 2025 (and all prior periods), a cumulative translation adjustment is recognized in the statements of financial position as at December 31, 2025 and January 1, 2025. As at January 1, 2026, the Company eliminated its cumulative translation adjustment upon aligning its presentation and functional currency effective January 1, 2026.

	·	Legal and other professional fees decreased for the six months ended June 30, 2026 compared to prior year, due to the costs associated with the 2025 re-domestication of the Company from the state of Delaware to the Province of British Columbia, by merger into its British Columbia subsidiary, Nova Athena Gold Corp.

	·	On March 19, 2026, 204,040 stock options were granted to directors of the Company to which $100,936 was recognized as share-based payments expense. On April 16, 2026, the Company granted 250,000 stock options to consultants. The Company recognized share-based payment expense of $121,179 related to these grants. For the six months ended June 30, 2026, the Company recognized share-based payment expense of $222,115.

	·	Exchange and regulatory fees remained relatively flat in 2026 compared to 2025.

	·	Other general expenses were impacted in 2026 with the change in functional and presentation currency. As a result of the Company presenting its financial statements in CAD for all periods herein, which differs from the Company’s functional currency being USD as at and for the year ended December 31, 2025 and as at January 1, 2025 (and all prior periods), a cumulative translation adjustment is recognized in the statements of financial position as at December 31, 2025 and January 1, 2025. As at January 1, 2026, the Company eliminated its cumulative translation adjustment upon aligning its presentation and functional currency effective January 1, 2026.

	June 30, 2026
Common shares		35,866,732
Warrants		3,926,930
Stock Options		1,058,081

	·	limited segregation of duties;
	·	a lean corporate governance structure typical of early-stage exploration issuers; and
	·	insufficient formalized management review controls over certain financial reporting processes.

1.	*Review:* I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Athena Gold Corporation (the “issuer”) for the interim period ended June 30, 2026.

2.	*No misrepresentations:* Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.	*Fair presentation:* Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.