8-K/A - AHNRF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A-1

CURRENT REPORT

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

Date of Report (Date of earliest event reported):

August 12, 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)
☐	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 registeredpursuant 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 3.02	UNREGISTERED SALE OF EQUITY SECURITIES

The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Athena Gold Corporation (the “Company” or “Athena”):

1a. On September 6, 2022 the Board of Directors of Athena approved the increase in the amount of a private placement offering of the Company’s Units (the “Offering”) first reported on the Company’s Form 8-K dated August 22, 2022 and filed with the Securities and Exchange Commission (“SEC”) on August 23, 2022. The Offering amount has increased from CAD $500,000 to CAD$650,000. Effective September 9, 2022, the Company closed the second tranche of the Offering. In connection with the closing of the second tranche, the Company has issued 1,737,500 Units for gross proceeds of CAD $139,000. Each Unit consists of one common share in the capital stock of the Company and one common share purchase warrant, with each warrant entitling the holder thereof to purchase one common share in the capital stock of the Company at a price of CAD $0.12 at any time on or before the first business day that is 24 months after the closing of the Offering.

Effective September 23, 2022, the Company closed the final tranche of the Offering. In connection with the closing of the final tranche, the Company has issued 2,760,200 Units for gross proceeds of CAD $220,816. Upon the final closing the Company has issued an aggregate of 8,307,700 Units for aggregate gross proceeds of CAD $664,616.

b. (i) The Units sold under 1(a) above were issued in an offering under Regulations S and D of the Securities Act of 1933, as amended. The Units sold in the Regulation S offering were issued to fifteen (15) individuals and four (4) entities who were either not a person in 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 their investment. The Units sold in the Regulation D offering, were issued to one (1) US Person who 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 “restricted securities” under the Securities Act of 1933, as amended and the certificates evidencing same bear the Company’s customary restrictive legend along with a restrictive legend specific to the Provinces of Canada in which the Units were sold

c. In connection with the closing of the Offering, the Company paid total finder’s fees in the amount of $14,748 cash and 184,350 broker warrants.

d. The securities issued under 1(a) above were issued without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Regulation S.

e. Each Warrant sold as part of the Units is exercisable for two (2) years to purchase one additional share of Common Stock at an exercise price of CDN $0.12 per share.

f. Proceeds of the Offering will be used for project exploration, working capital and other general corporate purposes.

ITEM 7.01	REGULATION FD DISCLOSURE

On September 9, 2022, the Company issued a press release announcing (i) the increase in its private placement offering (the “Offering”) of units of the Company (each, a “Unit”) to up to 8,125,000 Units at a price of CAD $0.08 per Unit for aggregate gross proceeds of up to CAD $650,000 and (ii) it has closed the second tranche of the Offering through the issuance of 1,737,500 Units for gross proceeds of CAD $139,000 as is detailed above in Item 3.02. A copy of the press release is filed herewith as Exhibit 99.1.

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On September 23, 2022, the Company issued a press release announcing the closing of the final tranche of the Offering. Details of the closing of the final tranche are described about in Item 3.02. 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

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: September 23, 2022	By:	/s/ John C. Power
		John C. Power, President

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Exhibit 99.1

ATHENA UPSIZESCAD $0.08 UNIT NON-BROKERED PRIVATE PLACEMENT AND ANNOUNCES CLOSING OF SECOND TRANCHE

VACAVILLE, CA – September 9, 2022 – Athena Gold Corporation (OTCQB: AHNR) (CSE: ATHA) (“Athena” or the “Company”) announces that due to investor interest in its non-brokered private placement offering (the “Offering”) of units of the Company (each, a “Unit”), it is upsizing the Offering to up to 8,125,000 Units at a price of CAD $0.08 per Unit for aggregate gross proceeds of up to CAD $650,000. Each Unit will consist of one common share in the capital stock of the Company and one common share purchase warrant, with each warrant entitling the holder thereof to purchase one common share in the capital stock of the Company at a price of CAD $0.12 at any time on or before the first business day that is 24 months from the closing of the Offering.

In addition, the Company is pleased to announce that it has closed the second tranche of the Offering through the issuance of 1,737,500 Units for gross proceeds of CAD $139,000. The net proceeds from the Offering are expected to be used for further project exploration and general working capital. All securities issued in connection with the Offering are subject to resale restriction periods under applicable United States securities laws, and any securities issued in Canada under the Offering are subject to a four month and one day hold period in Canada. In connection with the closing of the second tranche of the Offering, the Company will pay finder’s fees of $8,340 cash and 104,250 broker warrants.

None of the foregoing securities have been and will not be registered under the United States Securities Act of 1933, as amended (the “1933Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About AthenaGold Corporation

Athena is focused on exploring its Excelsior Springs project located 45 miles southwest of Goldfield in Esmeralda County, Nevada, while concurrently pursuing the acquisition other worthy precious and base metal properties.

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

OnBehalf of the Board of Directors

John Power

Chief Executive Officer and President

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For further information, pleasecontact:

Phone: John Power, 707-291-6198

Email: info@athenagoldcorp.com

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 Offering and the anticipated business plans and timing of future activities of the Company, are forward-lookingstatements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will proveto 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 and similar expressions, which, by their nature,refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statementsin this press release, the Company has applied several material assumptions, including without limitation, that there will be investorinterest in future financings, market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessarypermits, licenses and regulatory approvals in connection with the future exploration and development of the Company’s projects ina timely manner, the availability of financing on suitable terms for the exploration and development of the Company’s projects andthe 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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Exhibit 99.2

ATHENA ANNOUNCESCLOSING OF FINAL TRANCHE OF UPSIZED AND OVERSUBSCRIBED NON-BROKERED PRIVATE PLACEMENT

VACAVILLE, CA – September 23, 2022 – Athena Gold Corporation (OTCQB: AHNR) (CSE: ATHA) (“Athena” or the “Company”) announces the closing of the final tranche of its previously announced upsized and oversubscribed non-brokered private placement offering (the “Offering”) for gross proceeds of CAD $220,816 through the issuance of 2,760,200 units of the Company (each, a “Unit”) at a price of CAD $0.08 per Unit. The Company has now issued an aggregate of 8,307,700 Units for aggregate gross proceeds of CAD $664,616.

Each Unit consists of one common share in the capital stock of the Company and one common share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder thereof to purchase one common share in the capital stock of the Company at a price of CAD $0.12 at any time on or before the first business day that is 24 months from the closing of the Offering. The net proceeds from the Offering are expected to be used for further project exploration and general working capital. All securities issued in connection with the Offering are subject to resale restriction periods under applicable United States securities laws, and any securities issued in Canada under the Offering are subject to a four month and one day hold period in Canada.

In connection with the closing of the Offering, the Company paid aggregate finder’s fees to Haywood Securities Inc., Canaccord Genuity Corp. and Castlewood Capital Corporation of $14,748 cash and 184,350 broker warrants, each broker warrant exercisable for one common share in the capital stock of the Company on the same terms as the Warrants.

“We are very pleased with the result of the oversubscribed Offering,” commented John Power, President of Athena, “I would like to welcome our new strategic investors and institutions as new shareholders of Athena and thank Castlewood Capital who was instrumental in helping us with the Offering.”

An insider of the Company purchased an aggregate of 860,200 Units in the third tranche of the Offering for proceeds of CAD $68,816. This constitutes a related party transaction pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI61-101”). The Company relied on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, of MI 61-101, as, neither the fair market value of the subject matter of, nor the fair market value of the Units purchased by the insider under the third tranche of the Offering exceed 25% of the Company’s market capitalization.

None of the foregoing securities have been and will not be registered under the United States Securities Act of 1933, as amended (the “1933Act”) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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About AthenaGold Corporation

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

OnBehalf of the Board of Directors

John Power

Chief Executive Officer and President

For further information, pleasecontact:

Phone: John Power, 707-291-6198

Email: info@athenagoldcorp.com

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 intended use of proceeds from the Offering and the anticipated business plans and timing of future activities of the Company,are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that suchexpectations 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 and similar expressions,which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In makingthe forward-looking statements in this press release, the Company has applied several material assumptions, including without limitation,that there will be investor interest in future financings, market fundamentals will result in sustained precious metals demand and prices,the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration and development of theCompany’s projects in a timely manner, the availability of financing on suitable terms for the exploration and development of theCompany’s projects and the Company’s ability to comply with environmental, health and safety laws.

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