AHNRF 10-Q
Athena Gold Corp (AHNRF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from ____________ to ____________
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification Number) |
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(Address of principal executive offices) |
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Registrant's telephone number, including area code:
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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 (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant has
submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
| Large accelerated Filer ☐ | Accelerated Filer ☐ |
| Smaller reporting company | |
| 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.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
On August 14, 2024, there were shares of the registrant’s common stock, $.0001 par value, outstanding.
TABLE OF CONTENTS
| 2 |
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
ATHENA GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
(unaudited)
| 6/30/24 | 12/31/23 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Investment in securities | ||||||||
| Total current assets | ||||||||
| Other assets | ||||||||
| Investment in securities | ||||||||
| Mineral rights | ||||||||
| Total other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable - related party | ||||||||
| Advanced deposits | ||||||||
| Warrant liability | ||||||||
| Total current liabilities | ||||||||
| Long term liabilities | ||||||||
| Note payable and accrued interest - related party | ||||||||
| Warrant liability | ||||||||
| Total long term liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders' equity | ||||||||
| Preferred stock, $ par value, shares authorized, outstanding | ||||||||
| Common stock - $ par value; shares authorized, and issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' equity | ||||||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
Commitments and contingencies (Note 5)
See accompanying notes to the unaudited financial statements.
| 3 |
ATHENA GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN US DOLLARS)
(unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| 6/30/24 | 6/30/23 | 6/30/24 | 6/30/23 | |||||||||||||
| Operating expenses | ||||||||||||||||
| Exploration, evaluation and project expenses | $ | $ | $ | $ | ||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Net operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||
| Unrealized loss on investment | ( | ) | ( | ) | ||||||||||||
| Revaluation of warrant liability | ( | ) | ( | ) | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding – basic and diluted | ||||||||||||||||
| Income per common share – basic and diluted | $ | $ | $ | $ | ||||||||||||
See accompanying notes to the unaudited financial statements.
| 4 |
ATHENA GOLD CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(EXPRESSED IN US DOLLARS)
(Unaudited)
| Additional | ||||||||||||||||||||
| Common Stock | Paid In | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock based compensation | 0 | |||||||||||||||||||
| Net loss | 0 | |||||||||||||||||||
| March 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Private placement, net | ||||||||||||||||||||
| Warrant liability | 0 | ( | ) | ( | ) | |||||||||||||||
| Stock based compensation | 0 | |||||||||||||||||||
| Net loss | 0 | ( | ) | ( | ) | |||||||||||||||
| June 30, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| December 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Private placement, net | ||||||||||||||||||||
| Warrant liability | 0 | ( | ) | ( | ) | |||||||||||||||
| Stock based compensation | 0 | |||||||||||||||||||
| Stock issued to pay off debt | ||||||||||||||||||||
| Net loss | 0 | ( | ) | ( | ) | |||||||||||||||
| March 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock based compensation | ||||||||||||||||||||
| Stock issued to pay off debt | ||||||||||||||||||||
| Net income | 0 | ( | ) | ( | ) | |||||||||||||||
| June 30, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to the unaudited financial statements.
| 5 |
ATHENA GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN US DOLLARS)
(unaudited)
| Six Months Ended | ||||||||
| 6/30/24 | 6/30/23 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Revaluation of warrant liability | ( | ) | ||||||
| Unrealized gain on investments | ||||||||
| Share based compensation | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Prepaid expense | ( | ) | ||||||
| Accounts payable | ||||||||
| Accounts payable - related party | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities | ||||||||
| Loan from related parties | ||||||||
| Deposits for future private placement | ( | ) | ||||||
| Payments on notes payable | ( | ) | ||||||
| Proceeds from private placement of stock, net | ||||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Noncash investing and financing activities | ||||||||
| Interest and taxes paid | $ | $ | ||||||
| Stock issued to pay off debt | $ | $ | ||||||
| Warrant liability recognition | $ | $ | ||||||
| Mineral property additions in accounts payable | $ | $ | ||||||
See accompanying notes to the unaudited financial statements.
| 6 |
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
Note 1 – Nature of Business and Summary of Significant Accounting Policies
Nature of Operations
Athena Gold Corporation (“we,” “our,” “us,” or “Athena”) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December 23, 2003, and began our mining operations in 2010.
The Company’s properties do not have any reserves. The Company plans to conduct exploration programs on these properties with the objective of ascertaining whether any of its properties contain economic concentrations of precious and base metals that are prospective for mining.
Basis of Presentation and Statement of Compliance
The accompanying consolidated financial statements (the “consolidated financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).
Basis of Measurement
These consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein.
Principles of Consolidation
The consolidated financial statements include the accounts of Athena Gold Corp. and its wholly owned subsidiary, Nubian Resources USA (“Nubian USA”). All significant inter-entity balances and transactions have been eliminated in consolidation. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement in the entity and can affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are included in the consolidated financial results of the Company from the date of acquisition up to the date of disposition or loss of control.
Going Concern and Management’s Plans
As
at June 30, 2024, the Company has a working capital deficiency of approximately $
Cash, Cash Equivalents and Concentration
The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions in the United States and Canada. On June 30, 2024, the Company’s cash balance was approximately $. To reduce the risk associated with the failure of such financial institution, the Company will evaluate, as needed, the rating of the financial institution in which it holds deposits.
| 7 |
Critical Judgments and Estimation Uncertainties
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, and expenses. These estimates and judgments are subject to change based on experience and new information which could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.
Share-based compensation – The fair value of share-based compensation is calculated using the Black-Scholes model. The main assumptions used in the model include the estimated life of the option, the expected volatility of the Company’s share price, and the risk-free rate of interest. The resulting value calculated is not necessarily the value that the holder of the option could receive in an arm’s-length transaction.
Impairment of mineral properties – Management applies significant judgment in its assessment of mineral properties and whether there are any indications of impairment. The Company considers both internal and external sources of information when making the impairment assessment. External sources of information considered are changes in the Company’s economic, legal and regulatory environment, which it does not control, but affects the recoverability of its mining assets. Internal sources of information the Company considers include the manner in which mining properties are expected to be used and indications of economic performance.
Warrant liability – The fair value of the warrant liability is calculated using the Black-Scholes model. The main assumptions used in the model include the estimated life of the warrant, the expected volatility of the Company’s share price, and the risk-free rate of interest. The resulting value calculated is not necessarily the value that the holder of the warrant could receive in an arm’s-length transaction.
Foreign Currency Translation
The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. The Company has not entered any contracts to manage foreign exchange risk.
These consolidated financial statements are presented in U.S. dollars (“USD”), which is the Company’s reporting currency. The functional currency of the Company and its subsidiaries is the US dollar; therefore, the Company is exposed to currency risk from financial assets and liabilities denominated in Canadian dollars. The Company does not consider the currency risk to be material to the future operations of the Company and, as such, does not have a program to manage currency risk.
Transactions in foreign currencies are recorded in the functional currency at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rates. Non-monetary items are translated at the exchange rates in effect on the date of the transactions. Foreign exchange gains and losses arising from translation are presented in the consolidated statements of loss and comprehensive loss.
Mineral Property Acquisition and Exploration Costs
Mineral property exploration costs are expensed as incurred until economic reserves are quantified. To date, the Company has not established any proven or probable reserves on its mineral properties. Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed. Costs of mineral property acquisitions are being capitalized.
| 8 |
Fair Value of Financial Instruments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value:
Level 1 - Valuation based on quoted market prices in active markets for identical assets and liabilities.
Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets.
Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.
The fair value of cash, prepaid expenses, accounts payable, advanced deposits, and note payable approximate their carrying values due to their short term to maturity. The investment in securities is recorded at the fair value through profit and loss using Level 1 inputs. The warrant liabilities are measured at fair value through profit and loss using level 3 inputs (Note 3).
Income Taxes
Income taxes are accounted for under the asset and liability method in accordance with ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent that the recoverability of the asset is unlikely to be recognized.
The Company reports a liability, if any, for unrecognized
tax benefits resulting from uncertain tax positions taken, or expected to be taken, in an income tax return. The Company has elected to
classify interest and penalties related to unrecognized income tax benefits, if and when required, as part of income tax expense in the
statement of operations.
Long Lived Assets
The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.
| 9 |
Stock-Based Compensation
Stock-based compensation (“SBC”) is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). This ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.
The estimated fair value of each stock option as of the date of grant was calculated using the Black-Scholes pricing model. The Company estimates the volatility of its common stock at the date of grant based on Company stock price history. The Company determines the expected life based on the simplified method given that its own historical share option exercise experience does not provide a reasonable basis for estimating expected term. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The shares of common stock subject to the stock-based compensation plan shall consist of unissued shares, treasury shares or previously issued shares held by any subsidiary of the Company, and such number of shares of common stock are reserved for such purpose.
Derivative Financial Instruments
The Company accounts for derivative instruments in accordance with Financial Accounting Standards Board (“FASB”) ASC 815, Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk. Terms of convertible debt and equity instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability.
Certain warrants are treated as derivative financial liabilities. The estimated fair value, based on the Black-Scholes model, is adjusted on a quarterly basis with gains or losses recognized in the statement of loss and comprehensive loss. The Black-Scholes model is based on significant assumptions such as volatility, dividend yield, expected term and liquidity discounts.
Investment in securities
We have concluded that the Company does not have the ability to exercise significant influence over operating and financial policies of its investee. The Company has elected to measure the investment at fair value less impairment.
During the three months ended June 30, 2024, the Company
identified a misstatement in the unrealized loss for the three months ended March 31, 2024. The unrealized loss has been reallocated
between the three-month periods to be $
| 10 |
The following table shows basic and diluted earnings per share:
| Three Months Ended | Six Months Ended | |||||||||||||||
| 6/30/2024 | 6/30/2023 | 6/30/2024 | 6/30/2023 | |||||||||||||
| Basic and diluted earnings (loss) per common share | ||||||||||||||||
| Earnings (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic weighted average shares outstanding | ||||||||||||||||
| Assumed conversion of dilutive shares | ||||||||||||||||
| Diluted weighted average common shares outstanding, assuming conversion of common stock equivalents | ||||||||||||||||
| Basic earnings (loss) per common share | $ | $ | $ | $ | ||||||||||||
| Diluted earnings (loss) per common share | $ | $ | $ | $ | ||||||||||||
The options and warrants that were not included in the diluted weighted average shares calculation were excluded because they were “out-of-the money”. In periods when the Company has a net loss, all common stock equivalents are excluded as they would be anti-dilutive. The following details the dilutive and anti-dilutive shares:
| June 30, 2024 | Dilutive shares - In the money | Anti-dilutive shares - Out of the money | Total | |||||||||
| Options | ||||||||||||
| Warrants | ||||||||||||
| Total | ||||||||||||
| June 30, 2023 | Dilutive shares - In the money | Anti-dilutive shares - Out of the money | Total | |||||||||
| Options | ||||||||||||
| Warrants | ||||||||||||
| Total | ||||||||||||
Risks and Uncertainties
Since the formation of the Company, it has not generated any revenue. As an early-stage company, the Company is subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays inherent in a new business. Our business is dependent upon the implementation of our business plan. There can be no assurance that our efforts will be successful or that we will ultimately be able to generate revenue or attain profitability.
Natural resource exploration, and exploring for gold, is a business that by its nature is very speculative. There is a strong possibility that we will not discover gold or any other mineralization which can be mined or extracted at a profit. Even if we do discover gold or other deposits, the deposit may not be of the quality or size necessary for us or a potential purchaser of the property to make a profit from mining it. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides, and the inability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent development of gold deposits.
| 11 |
The Company business is exploring for gold and other minerals. If the Company discovers commercially exploitable gold or other deposits, revenue from such discoveries will not be generated unless the gold or other minerals are mined.
Mining operations in the United States are subject to many different federal, state, and local laws and regulations, including stringent environmental, health and safety laws. In the event operational responsibility is assumed for mining our properties, the Company may be unable to comply with current or future laws and regulations, which can change at any time. Changes to these laws may adversely affect any of the Company potential mining operations. Moreover, compliance with such laws may cause substantial delays and require capital outlays greater than those the Company anticipates, adversely affecting any potential mining operations. Future mining operations, if any, may also be subject to liability for pollution or other environmental damage. The Company may choose not to be insured against this risk because of high insurance costs or other reasons.
Recent Accounting Pronouncements
Certain new standards, amendments and interpretations, and improvements to existing standards have been published by the FASB and United States Securities and Exchange Commission but are not yet effective and have not been adopted early by the Company. The Company does not anticipate that any of these pronouncements will have a material impact on its consolidated financial statements.
Note 2 – Mineral Rights - Excelsior Springs
During the year ended December 31, 2021, the Company acquired 100% of Nubian USA from Nubian Resources Ltd. (the “Seller”). Nubian USA holds full ownership of the mining claims comprising the Excelsior Springs Prospect (the “Property”) located in Esmerelda County, Nevada.
The Seller retained a 1% Net Smelter Returns Royalty on the claims it sold to the Company. One-half (0.5%) of the NSR Royalty may be purchased by the Company for CAD $500,000 payable to the Seller. An additional one-half (0.5%) of the NSR Royalty may be purchased by the Company at fair market value.
On June 9, 2022, the Company entered into an agreement
to purchase an undivided 100% interest in the Fortunatus and Prout patented lode mining claims in Esmeralda County, Nevada as part of
the Excelsior Springs Project for consideration of $
| 12 |
On
June 1, 2024 the Company entered into an Asset Purchase Agreement with Silver Reserve Inc. to acquire an
Note 3 – Common Stock and Warrants
On June 7, 2024, the Company issued an aggregate of shares in the common stock of the Company to two independent directors and the Chief Financial Officer of the Company as compensation for their services.
On June 7, 2024, the Company issued common
stock to a vendor in settlement of an invoice for services totaling CAD$
In January 2024, the Company completed the sale of
an aggregate of CAD$
In January 2024, the Company issued common
stock to a vendor in settlement of invoices for services totaling CAD$
The Company has issued warrants which have an exercise price in Canadian dollars while the Company’s functional currency is US dollars. Therefore, in accordance with ASU 815 - Derivatives and Hedging, the warrants have a derivative liability value. Outstanding subscription warrants were revalued as of June 30, 2024, with various inputs using a Black Scholes model. Broker warrants are valued at the time of issuance and not remeasured. The following is a summary of warrants issued and outstanding.
As of June 30, 2024:
| Issue Date | Expiration Date | Exercise Price (CAD) | Valuation | Volatility | Warrants Issued | |||||||||||||
| Subscription Warrants | ||||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | ||||||||||||||||||
| Broker Warrants | ||||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | ||||||||||||||||||
| 13 |
As of June 30, 2023:
| Issue Date | Expiration Date | Exercise Price (CAD) | Valuation | Volatility | Warrants Issued | |||||||||||||
| Subscription Warrants | ||||||||||||||||||
| $ | $ | % | ||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | ||||||||||||||||||
| Broker Warrants | ||||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | % | |||||||||||||||||
| $ | ||||||||||||||||||
The following is a summary of warrants exercised, issued and expired:
| Total | ||||
| Balance at December 31, 2022 | ||||
| Exercised | ||||
| Issued | ||||
| Expired | ( | ) | ||
| Balance at December 31, 2023 | ||||
| Exercised | ||||
| Issued | ||||
| Expired | ( | ) | ||
| Balance at June 30, 2024 | ||||
| Weighted average exercise price | $ | |||
| 14 |
The Company adopted its 2020 Equity Incentive Plan (the “Plan”) which became effective in January 2021. Under the Plan, the Company is authorized to issue up to 10 million shares of common stock pursuant to grants and the exercise of rights under the Plan.
A summary of the stock options as of June 30, 2024, and changes during the periods are presented below:
SBC Expense - 6 Months Ended | ||||||||||||||||||||||||||||||
| Grant Date | Expiration Date | Exercise Price | Valuation | Volatility | Options Granted | Expected Life (Yrs) | 6/30/2024 | 6/30/2023 | ||||||||||||||||||||||
| $ | $ | % | $ | $ | ||||||||||||||||||||||||||
| $ | $ | % | ||||||||||||||||||||||||||||
| $ | $ | % | ||||||||||||||||||||||||||||
| $ | $ | % | ||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||
| Weighted | ||||||||||||||||
| Average | ||||||||||||||||
| Weighted | Remaining | |||||||||||||||
| Average | Contractual | Aggregate | ||||||||||||||
| Number of | Exercise | Life | Intrinsic | |||||||||||||
| Options | Price | (Years) | Value | |||||||||||||
| Balance at December 31, 2022 | $ | $ | ||||||||||||||
| Exercised | 0 | 0 | ||||||||||||||
| Issued | 0 | |||||||||||||||
| Canceled | 0 | 0 | ||||||||||||||
| Balance at December 31, 2023 | $ | |||||||||||||||
| Exercised | 0 | 0 | ||||||||||||||
| Issued | 0 | 0 | ||||||||||||||
| Canceled | 0 | 0 | ||||||||||||||
| Balance at June 30, 2024 | $ | |||||||||||||||
| Options exercisable at June 30, 2024 | $ | 0 | ||||||||||||||
Note 5 – Commitments and Contingencies
None.
| 15 |
Note 6 – Related Party Transactions
Management and Consulting Fees
The Company is subject to
a month-to-month management agreement with Mr. Power requiring a monthly payment of $2,500 as consideration for the day-to-day management
of Athena, $
The Company paid the Chief
Financial Officer for consulting services $
Director Fees
Director fees were paid
in stock, as discussed below, for the six months ended June 30, 2024 versus $
Stock based compensation
On June 7, 2024, the Company issued an
aggregate of
shares in the common stock of the Company to two independent directors and the Chief Financial Officer of the Company as
compensation for their services resulting in SBC expense of $
On March 22, 2021, the Company
granted options at a price of $ to three Directors of the Company. The options vest 50% upon issuance, and 25% on each of
the first and second anniversaries of the grant date. The options were valued at $
Advanced deposits and accounts payable
In December 2023, the Company
received an advanced deposit for investment into the January 2024 private placement from John Gibbs for $
Note Payable
On June 7, 2024, the Company
executed a promissory note with John Power, the Company’s President and Chief Executive Officer for $
In
January 2023, the Company executed a promissory note with John Gibbs for $
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Note 7 – Segmented Information
All long-lived assets are in the United States of America.
Note 8 – Subsequent Events
On July 19, 2024, the Company disposed of 1,169,666 common shares of Nubian Resources Ltd. (TSX.V: NBR) at a price of CAD$0.06 per share for gross proceeds of CAD$70,180 through the facilities of the TSX Venture Exchange.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We use the terms “Athena,” “we,” “our,” and “us” to refer to Athena Gold Corporation.
The following discussion and analysis provide information that management believes is relevant for an assessment and understanding of our results of operations and financial condition. This information should be read in conjunction with our audited consolidated financial statements which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and our interim unaudited consolidated financial statements and notes thereto included with this report in Part I. Item 1.
Forward-Looking Statements
Some of the information presented in this Form 10-Q constitutes “forward-looking statements”. These forward-looking statements include, but are not limited to, statements that include terms such as “may,” “will,” “intend,” “anticipate,” “estimate,” “expect,” “continue,” “believe,” “plan,” or the like, as well as all statements that are not historical facts. Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from current expectations. Although we believe our expectations are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially from expectations.
All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.
Business Overview
Athena Gold Corporation (“we,” “our,” “us,” or “Athena”) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December 23, 2003 and began our mining operations in 2010.
The Company’s properties do not have any reserves. The Company plans to conduct exploration programs on these properties with the objective of ascertaining whether any of its properties contain economic concentrations of precious and base metals that are prospective for mining.
Results of Operations for the Three Months Ended June 30, 2024 and 2023
| Three Months Ended | ||||||||
| 6/30/24 | 6/30/23 | |||||||
| Operating expenses | ||||||||
| Exploration, evaluation and project expenses | $ | 21,986 | $ | 187,429 | ||||
| General and administrative expenses | 75,813 | 120,993 | ||||||
| Total operating expenses | 97,799 | 308,422 | ||||||
| Net operating loss | (97,799 | ) | (308,422 | ) | ||||
| Interest expense | (378 | ) | 0 | |||||
| Unrealized loss on investment | (4,344 | ) | 0 | |||||
| Revaluation of warrant liability | (73,670 | ) | 30,667 | |||||
| Net loss | $ | (176,191 | ) | $ | (277,755 | ) | ||
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Results of Operations for the Six Months Ended June 30, 2024 and 2023
| Six Months Ended | ||||||||
| 6/30/24 | 6/30/23 | |||||||
| Operating expenses | ||||||||
| Exploration, evaluation and project expenses | $ | 62,400 | $ | 204,197 | ||||
| General and administrative expenses | 204,640 | 261,457 | ||||||
| Total operating expenses | 267,040 | 465,654 | ||||||
| Net operating loss | (267,040 | ) | (465,654 | ) | ||||
| Interest expense | (378 | ) | 0 | |||||
| Unrealized loss on investment | (57,824 | ) | 0 | |||||
| Revaluation of warrant liability | (191,712 | ) | 427,360 | |||||
| Net loss | $ | (516,954 | ) | $ | (38,294 | ) | ||
Operating expenses:
For the three months ended June 30, 2024, the Company decreased general and administrative expenses by approximately $45,000. The decrease was due to the following approximate year over year variances:
| Three months ending | 6/30/2024 | 6/30/2023 | Variance | |||||||||
| Legal and other professional fees | $ | 45,000 | $ | 97,000 | $ | (52,000 | ) | |||||
| Share based compensation | 24,000 | 2,000 | 22,000 | |||||||||
| Stock exchange fees and related expenses | 4,000 | 15,000 | (11,000 | ) | ||||||||
| Other general expenses | 3,000 | 7,000 | (4,000 | ) | ||||||||
| Total | $ | 76,000 | $ | 121,000 | $ | (45,000 | ) | |||||
For the six months ended June 30, 2024, the Company decreased general and administrative expenses by approximately $56,000. The decrease was due to the following approximate year over year variances:
| Six months ending | 6/30/2024 | 6/30/2023 | Variance | |||||||||
| Legal and other professional fees | $ | 149,000 | $ | 182,000 | $ | (33,000 | ) | |||||
| Share based compensation | 25,000 | 24,000 | 1,000 | |||||||||
| Stock exchange fees and related expenses | 27,000 | 35,000 | (8,000 | ) | ||||||||
| Other general expenses | 4,000 | 20,000 | (16,000 | ) | ||||||||
| Total | $ | 205,000 | $ | 261,000 | $ | (56,000 | ) | |||||
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| · | Legal and other professional fees decreased for the six and three months ended June 30, 2024 compared to prior year, due to $30,000 paid in director fees in 2023. | |
| · |
The increase in share-based compensation is due to the following:
On March 22, 2021, the Company granted 2,000,000 options at a price of $0.09 to four individuals, three Directors of the Company, the other a consultant to the Company. The options vest 50% upon issuance, and 25% on each of the first and second anniversaries of the grant date. The options were valued at $190,202 on the grant date and 50% vested on grant date with 25% vesting one year from grant date and the remaining 25% vesting two years from grant date. SBC expense totaling $14,262 for the six months ended June 30, 2023.
On January 16, 2023, the Company granted 250,000 options at a price of $0.0675 pursuant to the terms of the Company’s Stock Option Plan. The options were issued to a consultant to the Company. The options were valued at $13,267 on the grant date and 50% vested on grant date with the remaining 50% vesting one year from grant date. Stock-Based Compensation (SBC) expense totaling $555 and $9,396 for the six months ended June 30, 2024 and 2023. All options issued are fully vested.
On June 7, 2024, the Company issued an aggregate of 600,000 shares in the common stock of the Company to two independent directors and the Chief Financial Officer of the Company as compensation for their services resulting in SBC expense of $24,000 for the six months ended June 30, 2024. | |
| · | The decrease in stock exchange fees and related expenses was a result of fees paid in 2023 for assistance with private placements. | |
| · | The decrease in other general expenses is due to an decrease in travel expenses in 2024 when compared to 2023 for various investor meeting and other administrative expenses. |
During the six months June 30, 2024, we incurred an increase of approximately $62,000, of exploration costs, which were costs associated with our geological surveys and mapping.
Other income and expense:
The revaluation of warrant liability for the six months ended June 30, 2024 and 2023 is based on the following warrants that were issued as part of the private placements as detailed in Note 3 to the financial statements.
| Warrant date | 6/30/2024 | 12/31/2023 | ||||||
| January 2024 | $ | 112,859 | $ | 0 | ||||
| April 2023 | 189,726 | 81,104 | ||||||
| October 2022 | 2,524 | 1,278 | ||||||
| September 2022 | 10,102 | 6,978 | ||||||
| August 2022 | 18,209 | 11,683 | ||||||
| April 2022 | 59,028 | 21,707 | ||||||
| September 2021 | 0 | 3,002 | ||||||
| May 2021 | 0 | 6,210 | ||||||
| Total | $ | 392,448 | $ | 131,962 | ||||
| January 2024 initial valuation | 68,774 | |||||||
| Revaluation of warrant liability | $ | (191,712 | ) | |||||
| 20 |
| Warrant date | 6/30/2023 | 12/31/2022 | ||||||
| April 2023 | $ | 592,005 | $ | 0 | ||||
| October 2022 | 14,947 | 21,266 | ||||||
| September 2022 | 71,399 | 115,000 | ||||||
| August 2022 | 136,371 | 229,418 | ||||||
| April 2022 | 206,512 | 293,698 | ||||||
| September 2021 | 50,783 | 115,122 | ||||||
| May 2021 | 100,510 | 225,316 | ||||||
| Total | $ | 1,172,527 | $ | 999,820 | ||||
| April 2023 initial valuation | 600,067 | |||||||
| Revaluation of warrant liability | $ | 427,360 | ||||||
During the three months ended June 30, 2024, the Company identified a misstatement in the unrealized loss for the three months ended March 31, 2024. The unrealized loss has been reallocated between the three month periods to be $4,344 and $53,480 for each of the three months ended June 30, 2024 and March 30, 2024 respectively, with no impact on the total unrealized loss on investment of $57,824 for the six months ended June 30, 2024.
Liquidity and Capital Resources
The Company has no revenue generating operations from which it can internally generate funds. To date, the Company’s ongoing operations have been financed by the sale of its equity securities by way of public offerings, private placements and the exercise of incentive stock options and share purchase warrants. The Company believes that it will be able to secure additional private placements and public financings in the future, although it cannot predict the size or pricing of any such financings. This situation is unlikely to change until such time as the Company can develop a bankable feasibility study on one of its projects.
In January 2024 the Company completed a private placement in which we sold 5,000,000 units. We realized net proceeds of $148,341.
Going Concern
Our financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern.
Liquidity
As of June 30, 2024, we had approximately $15,000 of cash and a negative working capital of approximately $85,000. This compares to cash on hand of approximately $317,000 and positive working capital of approximately $70,000 at June 30, 2023.
The Company expects that it will operate at a loss for the foreseeable future and believes the current cash and cash equivalents and working capital will be sufficient for it to maintain its currently held properties, fund its planned exploration, and fund its currently anticipated general and administrative costs for at least the next 12 months from the date of this report.
However, the Company does expect that it will be required to raise additional funds through public or private equity financings in the future in order to continue in business in the future past the immediate 12-month period. Should such financing not be available in that timeframe, the Company will be required to reduce its activities and will not be able to carry out all of its presently planned exploration and, if warranted, development activities on its currently anticipated scheduling.
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Capital Management
The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and exploration of its mineral properties and to maintain a flexible capital structure, which optimizes the costs of capital to an acceptable risk.
As of June 30, 2024, the capital structure of the Company consists of 173,723,633 shares of common stock, par value $0.0001. The Company manages the capital structure and adjusts it in response to changes in economic conditions, its expected funding requirements, and risk characteristics of the underlying assets. The Company’s funding requirements are based on cash forecasts. In order to maintain or adjust the capital structure, the Company may issue new debt, new shares and/or consider strategic alliances. Management reviews its capital management approach on a regular basis. The Company is not subject to any externally imposed capital requirements.
Off Balance Sheet Arrangements
We do not have and never had any off-balance sheet arrangements.
Critical Accounting Policies
The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the amounts reported in our financial statements. The accounting positions described below are significantly affected by critical accounting estimates.
We believe that the significant estimates, assumptions and judgments used when accounting for items and matters such as capitalized mineral rights, asset valuations, recoverability of assets, asset impairments, taxes, and other provisions were reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures:
Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives.
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of such date as a result of a material weakness in our internal control over financial reporting due to lack of segregation of duties, a limited corporate governance structure and insufficient formal management review processes over certain financial and accounting reports as discussed in Item 9A of our Form 10-K for the fiscal year ended December 31, 2023.
| 22 |
While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full-time staff. We believe that this is typical in many exploration stage companies. We may not be able to fully remediate the material weakness until we commence mining operations at which time, we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| 23 |
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
There have been no material changes from the risk factors disclosed in Part I. Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
All sales of unregistered securities were reported on Form 8-K during the period.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the quarter
ended June 30, 2024, no director or officer of the Company
ITEM 6. EXHIBITS
| EXHIBIT NUMBER | DESCRIPTION | |
| 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)** | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document** | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document** | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document** | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document** | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document** | |
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).** |
| ____________________ | ||
| * | Filed herewith | |
| ** | Furnished, not filed. | |
| 24 |
SIGNATURE
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 | ||
| Dated: August 14, 2024 | By: | /s/ John C. Power |
| John C. Power | ||
| Chief Executive Officer, President, | ||
| Secretary & Director | ||
| (Principal Executive Officer) | ||
| ATHENA GOLD CORPORATION | ||
| Dated: August 14, 2024 | By: | /s/ Tyler J. Minnick |
| Tyler J. Minnick | ||
| Chief Financial Officer | ||
| (Principal Accounting Officer) | ||
| 25 |