8-K - AHNRF - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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): April 15, 2021

ATHENA GOLD CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-51808	90-0158978
(State or other jurisdiction<br><br> of incorporation)	Commission File<br><br>Number	(I.R.S. Employer Identification 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)

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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 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 April 15, 2021 Athena Gold Corporation, f/k/a Athena Silver Corporation (the “Company”) issued a press release announcing it has been informed by FINRA that it has completed their processing of the Company’s name change from Athena Silver Corporation to Athena Gold Corporation. The name change was on the Daily List Announcement on April 15, 2021 and will have a Market Effective Date of April 16, 2021. A copy of the press release is filed herewith as Exhibit 99.1.

The ticker symbol for the Company’s common stock, AHNR, will remain unchanged.

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

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: April 16, 2021	By: /s/ John C. Power
	John C. Power, President

Exhibit 99.1

Athena Gold Corporationannounces Finalization of Name Change

Vacaville, CA. April 15, 2021

Athena Gold Corp. (OTCQB:AHNR) has been informed by FINRA that it has completed their processing of the Company’s name change from Athena Silver Corp. to Athena Gold Corp.

The name change will be on the Daily List Announcement on April 15, 2021 and will have a Market Effective Date of April 16, 2021.

The ticker symbol for the Company’s common stock, AHNR, will remain unchanged.

About AthenaGold Corporation

Athena is focused on the exploration and development of precious metals in the Western United States.

The Company’s flagship Excelsior Springs Project is located in Esmeralda County, Nevada in the prolific Walker-Lane tectonic zone, an area that has seen a recent resurgence with several important gold discoveries, new mines going into production and hosts a number of large historic gold mines. Total gold production from the Walker-Lane tectonic zone has exceeded 20 million ounces (Moz) including notable deposits by Goldfields (5 Moz), Bullfrog (2 Moz), Tonopah (2 Moz), Mineral Ridge (1.5 Moz) and Comstock (8 Moz Au, 200 Moz Ag). Readers are cautioned that the Company has no interest in or right to acquire any interest in any of the above mentioned properties, other than the Excelsior Springs Project, and that the mineral deposits, and the results of any mining thereof, on adjacent or similar properties are not indicative of mineral deposits on Excelsior Springs Project or any potential exploitation thereof.

From the mid-1980s through 2011, a number of exploration companies conducted drilling programs, primarily on the patented claims, that began to define the near-surface Buster Mine gold zone. Gold mineralization at the Property occurs within an east-west trending zone that is 200 to 400m wide and at least 3 km long.

Gold mineralization discovered at Excelsior Springs to date occurs in quartz vein stock-works and silicified zones in hornfels and calc-silicate altered country rock and is generally close to porphyry dykes. The best mineralization (grade and thickness) is found in altered sediments immediately above porphyry dykes that have intruded along existing east- and east-northeast trending faults. The mineralized stock-work vein zones are shallow and have a relatively flat plunge, making them amenable to open pit mining methods.

Most historical exploration at Excelsior Springs has focused on a 2.5 km long section in the central part of the Buster zone where mineralization is at or near the surface. Surface mapping and an Induced Polarization (IP) geophysical survey conducted by Zonge International Inc identified multiple zones of silicification that correlate well with the known mineralization. Many of the silicified zones defined by the IP (resistivity highs) surveys have not been tested by drilling and remain targets for future exploration.

An NI 43-101 Technical Report dated September 28, 2010 entitled “Technical Report for the Excelsior Springs Property Esmeralda County, Nevada, U.S.A.” prepared by Ken Brook, RPG, QP, was filed on SEDAR by Nubian for Excelsior Springs in 2010.

Athena’s agreement with Nubian includes 100% of the 140 unpatented claims at Excelsior Springs with two additional patented claims held under a lease option that are subject to a 2% net smelter returns royalty on gold production. Under the terms of the Option Agreement, Nubian will retain a 1% net smelter returns royalty (“NSR Royalty”) on the Excelsior Springs Project if Athena fully exercises the option. Athena will have the right to purchase 0.5% (being one half) of the NSR Royalty for CAD $500,000 and the remaining 0.5% of the NSR Royalty at fair market value.

For more information contact: John Power, President, 707-291-6198

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.

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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 and, on January 1, 2021, will replace the historical property disclosure requirements for mining registrants that wereincluded in SEC Industry Guide 7, which will be rescinded from and after such date.

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 exercise of the option to acquire the Excelsior Springs Project, the receipt of a new CUSIP number in connection with theName Change, the approval of FINRA and OTC for the Shares to trade under the new name, the preparation of a technical report for the ExcelsiorSprings Project, the application to list the Shares on the CSE, 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.

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, labour 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 stock exchange approvals and approval for a new CUSIP number in connection with the Name Change, the timingand possible outcome of any pending litigation, environmental issues and liabilities, and other factors that are discussed in the Company’speriodic filings with the SEC.

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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