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 SecuritiesExchange Act of 1934
Date of Report (Date of earliest event
reported): January 10, 2023
ATHENA GOLD
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-51808 | 90-0158978 |
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| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File<br><br> <br>Number) | (I.R.S. Employer Identification<br><br> <br>number) |
2010 A Harbison Drive # 312, Vacaville, CA
95687
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (707)
291-6198
______________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities 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 |
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On January 10, 2023, Athena Gold Corporation, a Delaware corporation (the “Company”) issued a press release announcing assay results from its Fall 2022 drill program (the “Program”) at its 100% owned Excelsior Springs Project (“Project”) located approximately 45 miles southwest of Goldfield in Esmeralda County, Nevada. Nine vertical and angled holes totaling 800 meters were completed 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 |
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Exhibits
| Item | Title |
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| 99.1 | Press Release |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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 | ||
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| Date: January 11, 2023 | By: | /s/ John C. Power |
| John C. Power, President |
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Exhibit 99.1
Athena Gold Confirmsand Extends Shallow High-Grade Oxide Gold
Discovery with Multiple Intercepts Including
10.02 Au G/T Over 10.7Meters at Its Excelsior Springs Project in Nevada
VACAVILLE, CA – January 10, 2023 – Athena Gold Corporation (OTCQB: AHNR) (CSE: ATHA) (“Athena” or the “Company”) is pleased to announce assay results from its Fall 2022 drill program (the “Program”) at its 100% owned Excelsior Springs Project (“Project”) located approximately 45 miles southwest of Goldfield in Esmeralda County, Nevada. Nine vertical and angled holes totaling 800 meters were completed on patented and unpatented claims comprising the Project.
Fall 2022 Drill Program Highlights
DH 22-01: These combined intercepts yielded the thickest high-gradegold interval to date on the project and confirmed an eastern extension to mineralization encountered in drill hole DB23.
| · | The first interval intercepted 6.05 gold g/t and 17.4 silver g/t over 27.4 meters starting at 39.5 meters, including 10.2 Au g/t and 30.8 Ag g/t over 10.7 meters. |
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| · | A second deeper interval was intercepted starting at 77.7 metersgrading 4.97 Au g/t and 14.4 Ag g/t over 13.7 meters. |
DH 22-02: These intercepts confirmed a western extension tomineralization found in drill hole DB23.
| · | The first interval intercepted 4.49 Au g/t and 27.3 Ag g/t over 15.2 meters starting at 41.1 meters, including 7.29 Au g/t Au and 44.2 Ag g/t over 9.1 meters. |
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| · | A second deeper interval was intercepted starting at 68.6 meters grading 1.20 Au g/t and 7.7 Ag g/t over 7.6 meters. |
DH 22-01 + 02: Confirmed a new near surface high-grade oxidegold discovery in the newly named Western Slope Zone.
| · | The Western Slope zone sits on the edge of an untested sizeable geophysical anomaly which requires additional interpretation. |
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DB-23 is now confirmed as a “discovery hole” as we have repeated it in step-outs in each direction in our Fall 2022 program. The company feels that the Excelsior Springs project is an important discovery in Nevada given its close proximity to major gold producers in the Walker Lane trend.
Initial analysis is that the Western Slope could be at the “tip” of an Intrusion-Related Gold (“IRG”) system that could potentially expand at depth and contain millions of ounces similar to other Tintina-Style gold deposits.
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John Power, President, and CEO of Athena, commented,
“2022 provedto be a great year for Athena with our discovery hole DB-23 and follow-up drilling confirming the impressive, near surface gold mineralizationboth east and west of the DB-23 intercepts. This new discovery has been named the “Western Slope” after one of the historicclaim names for this area and remains open up and down dip and along potential strike length extensions of at least 130 meters to thewest and 300 meters to the east.
Ournew high-grade drill holes together with the drill holes without significant mineralization help us better understand thestrike and dip at the Western Slope Zone. Now that we better understand the strike and dip, we have highexpectations for our 2023 drill program that is planned for early spring. We look forward to getting back on the ground and expandingthe footprint of high-grade oxide gold mineralization.
I would like to extendour sincerest appreciation to our consulting technical team of Dave Beling, P.E., and geologists Ken Brook and Don Strachan who collectivelyhave over 150 years of mining and exploration experience. These individuals have all contributed greatly to one of the shallowest andhighest-grade gold discoveries in Nevada during 2022 by a junior mining company.”
Figure 1 depicts theEast-West cross section looking north at drill holes DB-23, 22-01 and 22-02.
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Figure 2 shows theDH traces for DB-23 and new drill holes 22-01 and 22-02 in the Western Slope Zone.
It is important to note that in the Western Slope zone (DB-23, 22-01 and 22-02) all drill holes intercepted high-grade mineralization approximately 40 meters below the surface. For reference, our initial program completed in Spring 2022 discovered high grade gold in hole DB-23 in a 33.5 meter intercept of 5.15 Au g/t and 8.9 Ag g/t, including a 16.7 meter intercept of 10.03 Au g/t and 17.3 Ag g/t, and a 10.6 meter intercept of 15.3 Au g/t and 26.5 Ag g/t. These intercepts started at a depth of 41.1 meters in this 50^0^angled hole located at the Western Slope zone which is about 140 meters east of the mineralization in the Main Buster zone. See press release of June 29, 2022.
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The following table includes the drill and assay data for the nine holes completed in the Fall 2022 Drill Program:
Figure 3 shows the newdrill hole collar locations in relation to DB-23. Azimuths are not shown above but are included in the table herein.
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Geology of the Western Slope Zone
At Excelsior Springs, the Athena technical team is seeing structurally controlled zones which host granodiorite to rhyolite dikes along with quartz veins and breccia zones. At the Western Slope zone, there are two zones of gold mineralization in the three discovery holes hosted by altered, calcareous siltstones which are cut by quartz veins and zones of quartz-calcite-cemented hydrothermal breccias. The lower portions of the holes encountered clay-sericite-altered intermediate to felsic composition intrusive rocks. Athena’s technical team also believes the precious and base metals were initially deposited as sulfides and subsequently oxidized by descending meteoric or surface waters. The Western Slope zone remains open at-depth, untested up-and-down dip and along potential strike length extensions of at least 130 meters to the west and at least 300 meters to the east.
Excelsior Springs:An Intrusive-Related Gold System
Prior to our 2022 Western Slope discovery, Excelsior Springs was said to have the potential of being a major multi-million- ounce intrusion-related gold (“IRG”) deposit like those in the Tintina Gold Province of Alaska/Yukon by renowned Economic Geologist, Dr. Richard Sillitoe^[i]^.
Management believes the Western Slope Zone is a high-grade gold zone in an IRG system. The Western Slope sits at the edge of the IP anomaly that could be interrelated.
Due to a downturn in the metal’s market, the IP anomaly was never followed up on due to the previous owner failing to raise the capital to continue the exploration process. Athena is grateful for the opportunity to follow up on the IP anomaly.
Figure 4 shows Athena’sland boundaries and results of an initial induced polarization survey completed in 2011. The red star shows the location of the WesternSlope Zone.
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^[i]^(Dr. Richard Sillitoe has been an economic geological consultant for over 40 years and has worked in over 70 countries. He is best known as a porphyry-epithermal specialist but is well versed in all styles of gold and base metal mineralisation. In 2002 he was the first non-American President of the Society of Economic Geologists. He is the author of over 100 economic geological articles and also two books. In 2019 he was awarded the SGA-Newmont Gold in recognising the importance of his work).
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Walker Lane Trend
Excelsior Springs is a new discovery in Nevada’s famous Walker Lane trend where a gold rush is currently underway. Major gold producers Anglo-Ashanti Gold, Kinross Gold, Centerra Gold and developer Augusta Gold are all active in the southern portion of the Walker Lane and have significantly expanded their presence over the last year.
Figure 5 – Mapof Walker Trend.
Future ExplorationPlans
Future exploration on the Project will focus on systematic drilling of the western slope zone and further defining the southwestern IP anomaly. An in-depth exploration program will be prepared and communicated to the market over the next few weeks with 2023 drilling targeted to commence in early Spring.
Quality Assurance and Quality Control
Procedures were implementedto assure Quality Assurance Quality Control (QAQC). All drilling was performed using reverse circulation methods with samples collectedat 5-foot intervals. Representative sample splits were securely stored for shipment, with chain of custody documentation through deliveryto American Assay Laboratories, an independent ISO-certified laboratory in Reno, Nevada. Mineralized commercial reference standards andcoarse blank standards were inserted every 20th sample in sequence to assure acceptable levels of confidence of the drill hole assays.When laboratory reports of the assays are received, QAQC protocols are immediately augmented to ensure dependability of the drill holeassays.
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.
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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.
On Behalfof the Board of Directors
John Power
Chief Executive Officer and President
Contact:
Phone: John Power, 1(707)-291-6198
Email: info@athenagoldcorp.com
Jason Libenson
President and CCO
Castlewood Capital Corporation
1(647)-534-9884
Email: jason@castlewoodcapital.ca
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 or Western Slopegold zones will ever 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, which was rescinded from and after such date and replacedwith disclosure requirements known as S-K 1300.
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Forward Looking Statements
This press release contains forward-lookingstatements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadianand U.S. securities laws. All statements, other than statements of historical fact, included herein including, without limitation, statementsregarding 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 reliance on forward-lookingstatements. The Company undertakes no obligation to update any of the forward-looking statements in this press release or incorporatedby reference herein, except as otherwise.
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