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):
June 29, 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) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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 7.01 | REGULATION FD DISCLOSURE |
|---|
On June 29, 2022, Athena Gold Corporation, a Delaware corporation (the “Company”) issued a press release announcing assay results for nine of the 11 holes from the 2022 reverse circulation (“RC”) phase 1 drill program (the “Program”) at its Excelsior Springs Project (“Project”) located approximately 45 miles southwest of Goldfield in Esmeralda County, Nevada. A total of 11 vertical and angle holes were completed in this Program in early April 2022 on patented and unpatented claims comprising the Project. 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 |
|---|
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: June 29,<br> 2022 | By: | /s/ John C. Power |
| John C. Power, President |
| 2 |
| --- |
Exhibit 99.1
Athena Gold InterceptsShallow High-Grade Gold With 15.3 G/T Over 35 Feet At Its Excelsior Springs Project, Nevada
VACAVILLE, CA – June 29, 2022 – Athena Gold Corporation (OTCQB: AHNR)(CSE: ATHA) (“Athena” or the “Company”) is pleased to announce assay results from the 2022 reverse circulation (“RC”) phase 1 drill program (the “Program”) at its Excelsior Springs Project ( “Project”) located approximately 45 miles southwest of Goldfield in Esmeralda County, Nevada A total of 11 vertical and angle holes were completed in this Program in early April 2022 on patented and unpatented claims comprising the Project.
High grade gold was discovered in holeDB-23 in a 110-foot intercept of 5.15 Au g/t and 8.9 Ag g/t including a 55-foot intercept of 10.03 Au g/t and 17.3 silver g/t, and 35-footintercept of 15.3 Au g/t and 26.5 Ag g/t over 35 feet. These intercepts started at a depth of 140 feet in this 50^0^angled hole, which is located at the east end of known mineralization in the Buster zone.
DB-23 contained the highest-grade interceptof more than 20 feet thick at the Project and its Grade x Thickness (“G x T”) product of 566 is twice as large asthe next highest G x T from the Project’s known historical RC drilling. In addition, it is open up and down dip and untestedfor potential strike length extensions of at least 450’ to the west and more than 1,000 feet to the east.
John Power, President, and CEO of Athena, commented, “DB-23 is the best drill hole in the history the project*. This remarkable High-grade discoveryvalidates the potential of our flagship Project. Our technical advisors did an excellent job examining the technical database that includes84 historic RC drill holes completed since 1986, developing the drill targets, and executing our initial RC drill Program*.”
Intercept Highlights
10.03 g/tAu and 17.3 g/t silver over 55 feet starting at 140 feet in DB-23, including 15.3 g/t Au and 26.5 g/t Ag over 35 feet.
1.10 g/tAu and 4.0 g/t Ag over 60 feet starting at 215 feet in DB-03, including 2.61 g/t Au over 20 feet.
1.11g/t Au and 4.0 g/t Ag over 20 feet starting at 110 feet in BT-07; and
1.48g/t Au and 2.8 g/t Ag over 20 feet starting at 265 feet in DB 22.
| 1 |
| --- |
Program Details and Results
The Program was designed to better delineate and expand known mineralization along strike at the Project, aggressively test new peripheral targets, and further substantiate the Project as a regional-scale, intrusion-related, gold-bearing, hydrothermal system.
| 2 |
| --- |
The high grade intercept in DB-23 is open and untested up and down dip and along strike length extensions of at least 450 feet to the west and more than 1,000 feet to the east.
The intercept in DB-03 confirms the down dip and strike length extensions of gold mineralization from nearby historic RC holes.
The intercept in BT-07 is an extension of known mineralization in the historic underground workings northeast from the Upper Buster shaft and supports subsequent drilling up and down dip and along strike further to the northeast.
The intercepts in DB-22 appear to be located above the intercepts in DB-23 but further drilling and studies are required to fully define and assess the relationship of the intercepts in these two holes and the potential extensions therefrom.
All samples were shipped to American Assay Laboratories, an independent ISO-certified laboratory in Reno, Nevada. Additional drilling and analysis are required to determine the extent and true thicknesses of the new and existing mineralized intervals. Future exploration plans at the Project include detailed geological studies of the projected outcrop of this new mineral discovery along with further review of historical information in this area. A Phase 2 drill program will then be designed primarily to extend this mineralization along strike and up and down dip, as well as drilling other priority targets.
Quality Assurance and Quality Control
Procedures have beenimplemented to assure Quality Assurance Quality Control (QAQC) of drill hole assaying being done at an ISO Accredited assay laboratory.All intervals of drill holes are being assayed and samples were securely stored for shipment, with chain of custody documentation throughdelivery. Mineralized commercial reference standards and coarse blank standards were inserted every 20th sample in sequence to assureacceptable levels of confidence of the drill hole assays. When laboratory reports of the assays are received, QAQC protocols are immediatelyaugmented to ensure dependability of the drill hole assays.
As the Excelsior SpringsProject advances, additional QAQC measures will be implemented including selected duplicate check assaying on pulps and coarse rejectsat a second accredited assay laboratory. All results will be analyzed for consistency.
QualifiedPerson
Donald G. Strachan, Certified Professional Geologist (CPG #10376 AIPG), is a qualified person as defined by NI 43-101 and has reviewed the scientific and technical information that forms the basis of this press release and has approved the disclosure herein. Mr. Strachan is independent of the Company and was responsible for the site management and technical aspects of the Program.
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 additional exploration drilling and studies on the Project.
For further information about Athena Gold Corporation and our Excelsior Springs Gold project, please visit www.athenagoldcorp.com.
| 3 |
| --- |
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.
| 4 |
| --- |
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 future exploration plans and the completion of a phase 2 drill program at the Project, future results from exploration, andthe anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believesthat such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statementsare 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 eventsor results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this pressrelease, the Company has applied several material assumptions, including without limitation, that there will be investor interest in futurefinancings, market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licensesand regulatory approvals in connection with the future exploration and development of the Company’s projects in a timely manner,QAQC procedures at the Project were followed, 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.
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.
| 5 |
| --- |