Form 8-K - Current report

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): September 30, 2024

ATHENA GOLD CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-51808

90-0158978

(State or other jurisdiction

of incorporation)

(Commission File

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)

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 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 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 2.01

COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Effective September 30, 2024 Athena Gold Corporation (the “Company”) Company has executed a Purchase and Sale Agreement (the "PSA") dated September 30, 2024 with Libra Lithium Corp. ("Libra"), a privately-held company, to acquire up to a 100% right, title and interest in the Laird Lake and Oneman Lake gold projects in Ontario (collectively called the "Properties") (the "Acquisition") as more particularly described in the PSA, a copy of which is filed herewith as Exhibit 10.1.

Under the terms of PSA Athena will acquire Libra's Laird Lake and Oneman Lake projects in Ontario through the issuance of 43,865,217 common shares from our British Columbia Canada subsidiary (Nova Athena Gold Corporation) to Libra. Upon completion of the planned amalgamation and continuation, Libra will own 43,865,217 shares in Athena upon completion of the planned amalgamation.

ITEM 7.01

REGULATION FD DISCLOSURE

On October 1, 2024, the Company issued a press release announcing the execution of the PSA described above in item 1.01 above. In addition, the press release indicated that, upon final regulatory approvals, members of Libra's board and management teams are expected to join Athena Gold. David Goodman, LLB, CFA, will join the Board of Directors as Chairman and Koby Kushner, P.Eng., CFA, will take on the role of President, CEO, and Director. John Power, current President of Athena Gold, is expected to remain as Secretary and Director. Ty Minnick will remain as Chief Financial Officer. The Board of Directors will consist of Athena's current Board of Directors which includes John Power, Brian Power and John Hiner and be expanded to five members with David Goodman and Koby Kushner. Members from Libra's technical team, Benjamin Kuzmich, MSc, P.Geo, and Andrew Jedemann, MSc, P.Geo, are expected to join Athena Gold as Vice President, Exploration, and Exploration Manager, respectively. 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 Exhibits hereto, 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
10.1	Purchase and Sale Agreement
99.1	Press Release dated October 1, 2024
104	Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

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: October 2, 2024	By:	/s/ John C. Power
		John C. Power, President

Exhibit 10.1

ASSET PURCHASE AND SALE AGREEMENT

THIS will be effective as of the 30^th day of September, 2024.

BETWEEN:

LIBRA LITHIUM CORP, a corporation existing pursuant to the laws of the Province of Ontario, Canada, with a head office at 1 First Canadian Place, Suite 6000, 100 King Street West,Toronto, Ontario, Canada, M5X 1E2

(hereinafter referred to as “Libra”)

OF THE FIRST PART

AND:

ATHENA GOLD CORPORATION, a corporation existing under the laws of the State of Delaware, with a head office at Suite 312, 2010A Harbison Drive, Vacaville, California, United States, 95687

(hereinafter referred to as “Athena Gold”)

OF THE SECOND PART

WHEREAS:

A.Libra is the holder of certain mining claims, or has an irrevocable, exclusive option to acquire such mining claims. Such mining claims comprise two projects: one known as the Laird Lake Project in Red Lake, Ontario and the other known as the Oneman Lake Project located near Kenora, Ontario as more particularly described in Schedule "A" attached hereto and forming part hereof (hereinafter, together with any form of successor or substitute mineral tenure, called the “Mining Claims”) and (ii) the Books and Records as such term is defined in this Agreement;

B.Libra wishes to sell, transfer, assign and convey to Athena Gold, and Athena Gold wishes to purchase and acquire from Libra, all of the right, title, interest, and option of Libra in and to the Purchased Assets (as such term is defined in this Agreement), pursuant to and in accordance with the terms of this Agreement.

C.Athena Gold has formed and organized a wholly-owned subsidiary under the name “Nova Athena Gold Corp.,” under the laws of British Columbia (“Athena BC”) for the purpose of completing a redomestication from the State of Delaware to British Columbia pursuant to an amalgamation of Athena Gold with and into Athena BC, with Athena BC to be the surviving entity, thereby redomiciling to British Columbia, Canada.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and the mutual promises, covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
INTERPRETATION

1.1

Definitions

In this Agreement and the Schedules attached hereto, the following terms shall have the following meanings:

(a) “Agreement” means this Purchase and Sale Agreement and all attached schedules, as supplemented, amended, restated, or replaced from time to time in accordance with the terms hereof;

(b) "Applicable Law" means any federal, state or municipal statute, law, ordinance, rule, regulation, restriction, regulatory policy or guideline, by-law (zoning or otherwise) or order that applies to the Parties, the Mining Claims, and includes the applicable by-laws or rules and policies of any stock exchange, including the Exchange, or securities commissions having jurisdiction;

(c) "Approvals" means any and all approvals, authorizations, consents or other orders of any Government Authority or any third party, including any stock exchange (including the Exchange) or securities commission having jurisdiction;

(d) "Books and Records" means all books and records (whether or not recorded on computer or computer related media) of Libra and/or Athena Gold relating to the Mining Claims, including, where applicable, all surveys, plans or specifications, technical reports, pre-feasibility studies, feasibility studies, environmental reports, test results, designs, research data, research plans, development plans, processes, formulas, drawings, technology and related manuals, unpatented blueprints, flow sheets documents, technical information and data, maps, drill core samples and assays and maintenance and repair records;

(e) "Business Day" means any calendar day other than a Saturday or Sunday or any day that is a statutory or civic holiday in the state of Delaware;

(f) "Closing" means the completion of the sale, transfer, assignment and/or conveyance to and the purchase by Athena Gold of the Mining Claims from Libra, in accordance with the terms of this Agreement;

(g) "Closing Date" means the second Business Day after all of the conditions of closing have been satisfied or waived, or such other date as the Parties may mutually agree which, in any event, shall not be later than September 30, 2024;

(h) "Closing Time" means 10:00 a.m. on the Closing Date, or such other time on that date as the Parties agree in writing that the Closing shall take place;

(i) "Encumbrance" means any encumbrance, security interest, mortgage, lien, hypothec, pledge, assignment, charge, or right, title or interest affecting the Mining Claims;

(j) "Environmental Liabilities" means any and all actions, demands, claims, debts, costs, liabilities, damages, duties, obligations, penalties, fines and charges of any nature imposed, issued, rendered or arising under or pursuant to provincial, federal and local laws or any present statute, regulation, by-law or other law, or any permit, license, certificate, approval, order, directive or other authorization of any Governmental Authority in respect of or pertaining to the impairment or contamination of the natural environment, the undertaking of mineral resource exploration, development, extraction or processing operations and the decommissioning, abandonment or closure of such operations or any matter ancillary to all of the above including, without limitation, the abatement, reclamation, rehabilitation, remediation and restoration of mining properties and assets and the natural environment;

(k) “Exchange” means the Canadian Securities Exchange;

(l) "Governmental Authority" means any United States or Canadian federal, state or municipal government including any governmental agency, department, ministry, authority, tribunal, securities commission or official, stock exchange or securities commission having jurisdiction, including, for certainty, the Exchange;

(m) "including" means "including without limitation" and shall not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it;

(n) "Loss" in respect of any matter includes any and all costs, expenses, penalties, fines, losses, damages, liabilities and deficiencies (including, without limitation, all amounts paid in settlement, all interest and penalties and all reasonable legal and other professional fees and disbursements, including those incurred in defending any claim) arising directly or indirectly as a consequence of such matter;

(o) "Mining Claims" has the meaning ascribed to such term in the first recital of this Agreement, a copy of which is attached as Schedule “A”;

(p) "Minerals" means all marketable metal-bearing material in whatever form or state that is mined, extracted, removed, produced or otherwise recovered and sold from the Mining Claims;

(q) "Order" means any order (including any judicial or administrative order and the terms of any administrative consent), judgment, injunction, decree, ruling or award of any court, arbitrator or Governmental Authority;

(r) "Parties" means the parties to this Agreement collectively, and "Party'' means any of them;

(s) "Person" shall be broadly interpreted and includes an individual, body corporate, partnership, unincorporated joint venture, trust, association, unincorporated organization, any Governmental Authority or any other entity recognized by law;

(t) "Mining Claims" means, collectively, the interest of Libra in the Claims and the Books and Records;

(u) “Purchased Assets” means, collectively, the interest of Libra in the Mining Claims and the Books and Records;

(v) “Taxes” means all national, federal, state, state, local or other taxes, including income taxes, mining taxes, branch taxes, profits taxes, capital gains taxes, gross receipts taxes, windfall profits taxes, value added taxes, severance taxes, ad valorem taxes, property taxes, capital taxes, net worth taxes, production taxes, sales taxes, use taxes, license taxes, excise taxes, franchise taxes, environmental taxes, transfer taxes, withholding or similar taxes, payroll taxes, employment taxes, employer health taxes, pension plan premiums and contributions, social security premiums, workers’ compensation premiums, employment insurance or compensation premiums, stamp taxes, occupation taxes, premium taxes, alternative or add-on minimum taxes, customs duties or other taxes of any kind whatsoever imposed or charged by any Governmental Authority, together with any interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties.

1.2

Headings

The division of this Agreement into articles, sections, subsections and schedules and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The article, section, subsection and schedule headings in this Agreement are not intended to be full or precise descriptions of the text to which they refer and are not to be considered part of this Agreement. All uses of the words "hereto", "herein", "hereof", "hereby" and "hereunder'' and similar expressions refer to this Agreement and not to any particular section or portion of it.

1.3

Number and Gender

In this Agreement, words in the singular include the plural and vice-versa and words in one gender include all genders.

1.4

Entire Agreement

This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, between the Parties.

1.5

Amendment

This Agreement may be amended, modified or supplemented only by a written agreement signed by both Parties.

1.6

Waiver of Rights

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right, except as shall be specified herein. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

1.7

Schedules

The following Schedules form part of this Agreement:

Schedule A:List and Map of Mining Claims

1.8

Applicable Law

This Agreement and each of the documents contemplated by or delivered under or in connection with this Agreement are governed by and are to be construed in accordance with the laws of the Province of British Columbia and the laws of the United States of America and Canada applicable therein with the sole exception for matters relating to real property and mining rights which are to be governed and are to be construed in accordance with the laws of the Province of Ontario. The Parties hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the United States and Canada and all courts competent to hear appeals therefrom.

1.9

Currency

All statements of or references to dollar amounts in this Agreement are to lawful money of the United States of America.

ARTICLE 2
PURCHASE AND SALE

2.1

Purchase and Sale

Subject to the terms and conditions hereof, Libra hereby agrees to sell, transfer, assign and convey to Athena BC, and Athena BC hereby agrees to purchase and acquire from Libra, all of the right, title and interest of the Libra in and to the Purchased Assets (the “Acquisition”).

2.2

Purchase Price

The consideration payable by Athena Gold to the Libra for the Purchased Assets (the “Purchase Price”) shall be payable by issuing to Libra an aggregate of 43,865,217 shares of common stock of Athena BC (the “Consideration Shares”), which Athena Gold represents and warrants will represent, when issued, 19.9% of the total issued and outstanding shares of common stock of Athena BC. The Consideration Shares will be subject to certain resale restrictions under applicable Canadian securities laws and the rules and policies of the Canadian Securities Exchange and Libra agrees to comply with such restrictions. Libra acknowledges that the hold period on the Consideration Shares will be four months and one day pursuant to Canadian securities laws.

2.3

Officers:

As soon as practical upon completion of the Acquisition:

	a)	Koby Kushner will become President and Chief Executive Officer of the Purchaser;

	b)	David Goodman will become Chairman of the Board of the Purchaser;

	c)	John C. Power will resign as President and Chief Executive Officer of the Purchaser, but remain as Secretary of the Purchaser with oversight over finance and legal reporting obligations and consultation of the Nevada projects; and

	d)	Ty Minnick will continue as Chief Financial Officer of the Purchaser.

ARTICLE 3

THE AMALGAMATION AND CONTINUATION

3.1

Agreement and Plan of Merger and Amalgamation

Within thirty days following the execution and delivery of this Agreement, Athena Gold and Athena BC shall enter into and execute a definitive Agreement and Plan of Merger and Amalgamation (the “Merger Agreement”) pursuant to which, subject to obtaining the necessary consents and regulatory approvals and compliance with all applicable legal requirements, Athena Gold will complete the merger and amalgamation with and into Athena BC (the “Amalgamation” or “Merger”). As a result of the Amalgamation, Athena BC shall be the surviving entity. In the Amalgamation, each stockholder of Athena Gold will receive one common share in the capital of Athena BC for each common share of Athena Gold. Also in the Amalgamation the existing shares of Athena BC held by Athena Gold prior to the Amalgamation will be gifted back and cancelled in order that Libra continues to own 43,865,217 shares of common stock. Following the completion of the Merger, Libra will not own more than 19.9% of the issued share capital as a result of the cancellation.

3.2

Athena Gold Shareholder Meeting and Proxy Statement

Upon consummation of this Agreement by Libra and the Purchaser, the Purchaser agrees to exercise reasonable effort to hold a shareholder meeting as soon as may be practicable and in compliance with Canadian and United States corporate and securities laws, such shareholder meeting to seek approval to, in addition to normal and routine business:

	a)	approval of the Amalgamation and to increase the authorized capital of the issuer;

	b)	a change of name in connection with Athena Gold’s proposed Amalgamation (if required);

Timing of the Purchaser’s shareholder meeting will be subject to the policies of the Canadian and United States laws and approval of the Securities and Exchange Commission and the Canadian Securities Exchange.

3.3

Registration Statement on Form S-4

Upon receipt of shareholder and regulatory approval, Athena Gold agrees to exercise reasonable effort to cause Athena Gold to prepare and file an S-4 Registration Statement with the Securities and Exchange Commission. The Registration Statement will register under the Securities Act of 1933, as amended, the issuance of shares of common stock of Athena BC to be issued to the shareholders of Athena Gold in the Amalgamation.

3.4.

Continued Listing on the Canadian Securities Exchange

Concurrently with the preparation and filing of the Registration Statement on Form S-4, Athena Gold shall exercise reasonable effort to cause Athena BC to continue the listing of its common stock on the Canadian Securities Exchange. It is the intent that Athena BC will become a reporting issuer in the provinces of British Columbia and Ontario, Canada and be listed on the Canadian Securities Exchange.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Libra

Libra, acknowledging that Athena Gold is entering into this Agreement in reliance thereon, represents and warrants to Athena Gold as follows:

(a) It is a corporation duly incorporated and validly existing under its statute of existence and is up to date in respect of all filings required by law or by any Governmental Authority, other than any deficiency that would not have an adverse material effect on Libra;

(b) All requisite corporate acts and proceedings have been done and taken or will by the Closing Date have been done and taken by Libra, if required with respect to entering into this Agreement and completing the transactions contemplated herein;

(c) Libra has the requisite corporate power and authority to own and lease its assets and properties, carry on and conduct its business as now being carried on and conducted by it and enter into this Agreement and to perform its respective obligations hereunder;

(d) This Agreement has been duly and validly executed and delivered by Libra and constitutes a legal, valid and binding obligation of Libra enforceable against it in accordance with the terms hereof;

(e) Libra has all necessary corporate power to own the Purchased Assets, subject to the terms specified in the “LAIRD LAKE AND ONEMAN LAKE OPTION AGREEMENT, ONTARIO” and is in compliance with all Applicable Laws and licenses, registrations, permits, consents and qualifications to which the Mining Claims are subject, other than any deficiency that would not have a material adverse effect on Libra or the Purchased Assets;

(f) Except for the approval of the Libra Board of Directors, no other Approvals are required of Libra in connection with the execution and delivery or with the performance by it of this Agreement or to effectively complete the transaction contemplated by this Agreement;

(g) Libra has an undivided legal and beneficial good, valid, marketable and exclusive right, title, interest, and/or option in and to the Purchased Assets, free and clear of all Encumbrances, with exception to those specified in the “LAIRD LAKE AND ONEMAN LAKE OPTION AGREEMENT, ONTARIO”;

(h) The sale of the Purchased Assets or the sale of the option to own the Purchased Assets to Athena Gold and the completion of the transactions contemplated in this Agreement do not breach (i) the articles or by-laws of Libra or any directors or shareholders resolutions, (ii) any agreements, documents, instruments, covenants or undertakings to which Libra is a party or is bound or otherwise affected, or (iii) any Applicable Law;

(i) There is no action, suit, order, work order, petition, prosecution or other similar proceeding of which process initiating the same has been served on Libra or threatened against Libra and affecting any of the Purchased Assets at law or in equity or before or by any Governmental Authority;

(l) Athena Gold will buy the Mining Claims or buy an option to own the Mining Claims ”as is, where is”.

(j) Libra has not received notice of any breach of any Applicable Law in respect of its conduct on or under the Mining Clams, which could have a material adverse effect on the Mining Claims or the right, title and/or interest of Libra therein and thereto.

4.2

Representations and Warranties of Athena Gold

Athena Gold, acknowledging that Libra is entering into this Agreement in reliance thereon, represents and warrants to Libra as follows:

(a) It is a corporation duly incorporated and validly existing under the laws of the State of Delaware and is up to date in respect of all filings required by law or by any Governmental Authority, other than any deficiency that would not have an adverse material effect on Athena Gold;

(b) All requisite corporate acts and proceedings have been done and taken by Athena Gold with respect to entering into this Agreement and completing the transaction contemplated herein;

(c) Athena Gold has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(d) This Agreement has been duly and validly executed and delivered by Athena Gold and constitutes a legal, valid and binding obligation of Athena Gold enforceable against it in accordance with the terms hereof;

(e) Athena Gold has all necessary authority and capacity to enter into the Agreement and all necessary acts, actions and authorizations have been performed by Athena Gold in respect thereof.

4.3

Qualification of Representations and Warranties

Any representation or warranty made by a Party as to the enforceability of this Agreement against such Party is subject to the following qualifications:

(a) Specific performance, injunction and other equitable remedies are discretionary and, in particular, may not be available where damages are considered an adequate remedy; and

(b) Enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other laws generally affecting enforceability of creditors' rights.

ARTICLE 5

CLOSING

5.1

Closing

The Closing will take place remotely at or prior to the Closing Time or at such other place or time as the Parties may agree in writing.

5.2

Conditions Precedent in favor of Athena Gold

The obligation of Athena Gold to complete the transactions contemplated in this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Date, each of the following conditions precedent (each of which is hereby acknowledged to be inserted for the exclusive benefit of Athena Gold and may be waived by it in writing in whole or in part):

(a) The transaction contemplated in this Agreement shall have been approved by the board of directors of Athena Gold and the Exchange (if applicable);

(b) Each of the representations and warranties of Libra contained in this Agreement shall be true, complete and accurate as and when made and at and as of the Closing Time;

(c) Libra shall have performed and complied with all of the covenants, terms and conditions in this Agreement to be performed or complied with by it at or before Closing;

(d) Libra shall have approved the execution and delivery of this Agreement and the completion of the transactions contemplated hereby in accordance with the terms of its statute of incorporation.

(e) The Acquisition shall be approved by the Canadian Securities Exchange.

5.3

Conditions Precedent in Favor of Libra

The obligations of Libra to complete the transactions contemplated in this Agreement shall be subject to the satisfaction of, or compliance with, at or before the Closing Date, each of the following conditions precedent (each of which is hereby acknowledged to be inserted for the exclusive benefit of Libra and may be waived by it in writing in whole or in part):

(a) Each of the representations and warranties of Athena Gold contained in this Agreement shall be true, complete and accurate as and when made and at and as of the Closing Time;

(b) Athena Gold shall have performed and complied with all of the covenants, terms and conditions in this Agreement to be performed or complied with by it at or before Closing;

(c) There shall not be pending any litigation or proceeding against Athena Gold or Libra brought by any Governmental Authority or any other Person that seeks to restrain, materially modify or invalidate the transactions contemplated by this Agreement and no Order that would prohibit, materially modify or restrain such transactions shall be in effect;

(d) Athena Gold shall have paid the Purchase Price in accordance with Section 2.2 hereof.

ARTICLE 6

GENERAL

6.1

Expenses

Subject as otherwise set out in this Agreement, each Party shall pay all expenses it incurs in authorizing, preparing, executing and performing this Agreement and the transactions contemplated hereunder, whether or not the Closing occurs, including all fees and expenses of its legal counsel, accountants or other representatives or consultants.

6.2

Time

Time is of the essence of each provision of this Agreement.

6.3

Notices

Any notice, demand or other communication (in this Section 6.3, a "notice") required or permitted to be given or made hereunder shall be in writing and shall be sufficiently given or made if:

(a) delivered in person during normal business hours of the recipient on a Business Day and left with a receptionist or other responsible officer or employee of the recipient at the applicable address set forth below; or

(b) sent by electronic transmission (a "Transmission") during normal business hours on a Business Day;

(i)

To Libra at:

1 First Canadian Place, Suite 6000,

100 King Street West

Toronto, Ontario

Canada M5X 1E2

Attention: Koby Kushner

Email: kkushner@libralithium.com

(ii)

to Athena Gold at:

Athena Gold Corporation
Suite 312, 2010A Harbison Drive
Vacaville. California
USA 95687

Attention: John C. Power

Email: johnpower@athenagoldcorp.com

Each notice sent in accordance with this Section 6.3 shall be deemed to have been received:

(a) on the day it was delivered; or

(b) on the same day that it was sent by Transmission, or on the first Business Day thereafter if the day on which it was sent by Transmission was not a Business Day.

Any Party may change its address for notice by giving notice to the other Party in accordance with this Section 6.3.

6.5Default

If any party (a “Defaulting Party”) is in default of any requirement herein set forth, the party affected by such default will give written notice to the defaulting Party specifying the default and the Defaulting Party will not lose any rights under this Agreement, unless within 10 days after the giving of notice of default by the affected party the Defaulting Party has cured the default by the appropriate performance and if the Defaulting Party fails within such period to cure any such default, the affected party will be entitled to seek any remedy it may have on account of such default.

6.6 Further Assurances

Each Party shall do such acts and shall execute such further documents, conveyances, deeds, assignments, transfers and other instruments, and will cause the doing of such acts and will cause the execution of such further documents as are within its power as any other Party may in writing at any time and from time to time reasonably request be done and or executed, in order to give full effect to the provisions of this Agreement and the Closing Documents.

6.7 Counterparts

This Agreement may be executed in counterparts. Each executed counterpart shall be deemed to be an original. Each executed counterpart taken together shall constitute one agreement.

6.8 Electronic Means

Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereinafter set forth.

(Signature Page follows)

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

LIBRA LITHIUM CORP.

Per:

/s/ Koby Kushner

Koby Kushner

President

ATHENA GOLD CORPORATION

Per:

/s/ John C. Power

John C. Power

President and Chief Executive Officer

EXHIBIT A

LAIRD LAKE (Option to earn 100%)

The Laird Lake gold project is located ~20 km southwest of the renowned mining town of Red Lake, Ontario, and is accessible using a network of roads and trails that connect to the ON-618 Highway. Spanning over 4,000 hectares, Laird Lake and has been heavily underexplored relative to much of the surrounding Red Lake Greenstone Belt, despite covering over a ~10km strike length of known gold-bearing contact between Balmer and Confederation Assemblage rocks that is host to most of the gold in the region. Work completed to date at Laird Lake comprises prospecting and trenching, with very limited drilling and geophysical work. The presence of both Balmer and Confederation Assemblage rocks on the property provides an excellent opportunity to explore for traditional Red Lake gold mineralization within the Balmer Assemblage, as well as gold mineralization within the mapped Confederation Assemblage, which has recently proven to be a significant exploration target based on the discovery of Kinross’ nearby Great Bear deposit (2.7 Moz indicated & 2.3 Moz inferred). The closest multimillion-ounce gold deposit is West Red Lake Gold’s flagship Madsen mine (~2.5 Moz historical production, 1.7 Moz indicated & 0.4 Moz inferred), which is hosted in a similar structural setting and situated ~11km along strike of Laird Lake. Further, Evolution Mining’s Red Lake Gold Complex (7.6 Moz indicated & 4.7 Moz inferred) is located 28 km to the northeast and is also hosted along the Balmer-Confederation contact. The Red Lake Greenstone Belt hosts some of the highest-grade gold deposits globally, which have collectively produced ~30 Moz to date.

ONEMAN (578 hectares) 100% Owned

The Oneman Lake gold project is located ~60 km north of the town of Kenora, Ontario, and is accessible by boat from Oneman Lake, which is connected to Kenora by the ON-525 and ON-596 Highways. The property lies within the Separation Rapids Greenstone Belt, and mineralization is hosted within a folded amphibolite unit bounded by granitic and gneissic rocks. Mineralization consists of an east-west striking sulfide-bearing breccia zone up to ~100m wide. Sulfide minerals include pyrite, arsenopyrite, pyrrhotite, sphalerite, chalcopyrite, and galena. Work was last completed on the property betwen1989-1991, which included trenching, sampling, geophysical surveys, and limited diamond drilling.

Exhibit 99.1

Athena Completes Transformative Transaction with Libra, Acquires Ontario Gold Assets, and Plans to Strengthen Management Team and Board

TORONTO, ON / ACCESSWIRE / October 1, 2024 / Athena Gold Corporation (CSE:ATHA)(OTCQB:AHNR) ("Athena Gold" or the "Company") is pleased to announce that, further to its press release of September 11, 2024, the Company has executed a definitive agreement (the "Definitive Agreement") dated September 30, 2024 with Libra Lithium Corp. ("Libra"), a privately-held company, to acquire up to a 100% right, title and interest in the Laird Lake and Oneman Lake gold projects in Ontario (collectively called the "Properties") (the "Acquisition").

Upon final regulatory approvals, members of Libra's board and management teams are expected to join Athena Gold. David Goodman, LLB, CFA, will join the Board of Directors as Chairman and Koby Kushner, P.Eng., CFA, will take on the role of President, CEO, and Director. John Power, current President of Athena Gold, is expected to remain as Secretary and Director. Ty Minnick will remain as Chief Financial Officer. The Board of Directors will consist of Athena's current Board of Directors which includes John Power, Brian Power and John Hiner and be expanded to five members with David Goodman and Koby Kushner. Members from Libra's technical team, Benjamin Kuzmich, MSc, P.Geo, and Andrew Jedemann, MSc, P.Geo, are expected to join Athena Gold as Vice President, Exploration, and Exploration Manager, respectively.

"Our team has spent the last few months compiling all historical data across Athena's portfolio in Nevada. As we dig deeper into the data at Excelsior Springs, we can't help but become more excited," said incoming CEO, Koby Kushner. "I believe Athena has some of the best drill intercepts from a junior mining company in Nevada, and that our team is well equipped to re-envision what was historically a high-grade, underground brownfields site, into a large-scale, high-margin, open pit gold target. Meanwhile, our team continues to put boots on the ground in Ontario, where we have samples pending from our recent reconnaissance program at Laird Lake."

"Building upon our recent advancements at Excelsior Springs, I look forward to collaborating with Koby and his dedicated technical team with our collective goal to continue building shareholder value. While Excelsior Springs remains our flagship project, I am keen to diversify our portfolio with the addition of Laird Lake and Oneman Lake projects in Ontario," said John Power, President & CEO. "I am particularly excited about Laird, which covers an underexplored portion of the Red Lake Mining Camp and is proximal to Great Bear and Madsen mines under development. I would also like to extend a warm welcome to Libra as a shareholder in Athena."

Highlights:

	•	Athena is to acquire Libra's Laird Lake and Oneman Lake projects in Ontario through the issuance of common shares to Libra, such that Libra will own 43,865,217 shares in Athena upon completion of the planned amalgamation.

	•	Laird Lake (4,158 ha) is located in Ontario's Red Lake Gold Camp, which has produced over 29 million ounces of goldⁱ from some of the highest-grade gold mines globally and is easily accessible via road.

○

Laird Lake is hosted in a similar structural setting as Kinross Gold's multimillion-ounce Great Bear project, and West Red Lake Gold's nearby Madsen mine, only 11 kilometres away. Kinross recently announced results of a preliminary economic assessment for the Great Bear project, that outlined a large-scale, high-margin, gold producer, capable of producing over 500,000 oz at an all-in sustaining cost of approximately US$800/oz over the first 8 years, with a US$1.9 billion NPV5% and 24.3% IRR after-tax, based on gold prices of US$1,900/ozⁱ. Meanwhile, West Red Lake Gold recently reaffirmed its target of restarting production at Madsen in 2025ⁱⁱ.

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ⁱGreat Bear Technical Report: Voluntary National Instrument 43-101 Technical Report

ⁱⁱWest Red Lake recent announcement about restart activities in 2025: West Red Lake Gold Provides Madsen Mine Restart Activities

	○	The project covers approximately a 10-kilometre strike extent of the Balmer-Confederation Assemblage contact, the same contact that hosts the majority of gold deposits in the Red Lake Gold Camp. According to a recent Master of Science thesis, "the Laird Lake property likely represents the continuation of the same mineralized structure found at both the Madsen and Starrat-Olsen mines and was later displaced as far as 10 km west by the dextral Laird Lake fault post-2704 Ma.ⁱⁱⁱ"

	○	Despite being directly along trend of the nearby Madsen Mine and having visible gold showings on surface, Laird Lake remains largely untested, with only limited historical exploration work completed to date.

	○	There can be no assurance that actual results on adjacent properties is any indication of future exploration success at Laird Lake.

•

Oneman Lake (578 ha) is located in the Kenora Mining District, within the Separation Rapids Greenstone Belt, and contains a breccia zone up to 100m wide with key indicator sulfide minerals.

Planned Board and Management Additions:

	•	David Goodman, Libra's co-founder and largest individual shareholder, is expected to join Athena's Board of Directors as Chairman.

	•	Koby Kushner, Libra's co-founder and CEO, is expected to join Athena's Board of Directors and take on the role of President and CEO of the Company.

	•	Members from Libra's technical team, Benjamin Kuzmich and Andrew Jedemann, are expected to join Athena as Vice President, Exploration, and Exploration Manager, respectively.

Koby Kushner, P.Eng., CFA, is the Chief Executive Officer and a director of Libra. He has spent most of his career as a mining engineer and more recently, an equity research analyst. Prior to entering finance, Mr. Kushner worked at several mines in Ontario and Manitoba, including Hemlo (Barrick Gold), Detour, Rice Lake, and others. During this time, Mr. Kushner has seen projects advance through all stages of development, including exploration, production, and closure. He then moved into equity research at Red Cloud Securities, a mining-only investment bank, where he wrote on over 100 companies across various stages of development and a wide range of commodities, with a particular focus on precious and energy metals. He holds a BSc in Mining Engineering from Queen's University, is a licensed Professional Engineer in the province of Ontario and is a CFA charterholder.

David Goodman, LLB, CFA, is the Chairman of Libra. Mr. Goodman left an early career as a litigator in 1994 to become a Partner, Vice President and Portfolio Manager at the investment management firm behind Dynamic Funds. He became President and Chief Executive Officer of Dynamic Funds in 2001 and of DundeeWealth, Dynamic's public company parent, in 2007. Under Mr. Goodman's leadership, the firm became one of Canada's best performing and fastest growing investment managers, was recognized as Fund Company of the Year seven times at the Canadian Investment Awards while growing assets under management from $5 billion to approximately $50 billion, until its ultimate sale in 2011 to a Canadian bank. In the past Mr. Goodman was a member of the boards of DundeeWealth, Repadre Capital Corporation, Dundee Corporation, SickKids Foundation and a trustee of the Dundee REIT. Mr. Goodman was previously the head of Global Asset Management for a major Canadian bank and CEO of Dundee Corporation. In addition to his business interests, Mr. Goodman is the founder and CEO of Humour Me, an annual event whereby high-profile executives compete in stand-up comedy and has raised over $20 million to date for worthy causes.

Benjamin Kuzmich, MSc., P.Geo, is the Vice President, Exploration of Libra. He is a professional geologist with a proven track record of exploration success in Canada throughout Ontario, Manitoba, and the Yukon. His accomplishments include the delineation of the E-Zone at Barrick's Hemlo gold mine, where he managed a $20M drill program, and where his reinterpretation of geologic models resulted in a 23% improvement in underground head grade for 2019. Outside of Hemlo, he led the discovery of the Little Wing gold occurrence at Alamos's Lynn Lake project as well as numerous REE/LCT pegmatite, precious, and base metal occurrences throughout the Superior Province. He completed his MSc thesis at Lakehead University on the highly endowed, critical mineral-rich Ring of Fire in northern Ontario, and his undergraduate thesis on S-type granitic intrusions.

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ⁱⁱⁱRecent Master of Science thesis on Laird Lake: Geology and geochemistry of the Laird Lake property and associated gold mineralization, Red Lake greenstone belt, northwestern Ontario

Andrew Jedemann, MSc., P.Geo, is the Exploration Manager of Libra. He is an experienced professional geologist with a strong technical background who has been exploring for various commodities in northwestern Ontario over the past 8 years. Andrew has spent most of his career working on several early- to advanced-stage Au, Li, and Ni-Cu-PGE projects around Northwestern Ontario, most notably of which included designing, implementing, and managing >20,000m of drilling at the Barrick - Hemlo gold mine. Additionally, Andrew has worked in the prolific Ring of Fire where he assisted in generating new base and precious metal targets as well as directly overseeing field exploration work. Andrew completed his MSc Geology degree from Lakehead University in partnership with the University of Tasmania (CODES) on characterizing an early-stage porphyry and epithermal prospect on Vancouver Island.

Terms of the Definitive Agreement:

Pursuant to the Definitive Agreement, Athena Gold will acquire up to a 100% interest in the Properties, consisting of 218 mining claims covering approximately 4,736 hectares. The Properties are comprised of two projects: one known as the Oneman Lake Project located near Kenora, Ontario and the other known as the Laird Lake Project in Red Lake, Ontario. Pursuant to an option agreement dated August 19, 2024, with Bounty Gold Corp. ("Bounty Gold"), Libra has earned 100% ownership of the Oneman Lake Project and has the exclusive option to acquire the Laird Lake Project (the "Option") subject to certain terms and conditions. Bounty Gold has consented to the transfer of the Properties to Athena Gold.

All parties to this transaction are arm's length.

As consideration of the Properties, Athena Gold has agreed to issue 43,865,217 common shares in the capital of Athena Gold's wholly owned subsidiary, Nova Athena Gold Corp. to Libra, at a deemed value of CDN $0.05 per share.

Athena Gold will assume all obligations of the Option to Bounty Gold to acquire the Laird Lake Project by incurring the following cash payments and share issuances over the course of five years (which may be accelerated at Athena Gold's option):

	a.	payment of CDN $50,000 in cash on or before August 19, 2025, of which up to 50% of such payment may be made in the form of common shares in the capital of Athena Gold;

	b.	payment of CDN $50,000 in cash on or before August 19. 2026, of which up to 50% of such payment may be made in the form of common shares in the capital of Athena Gold;

	c.	payment of CDN $50,000 in cash on or before August 19, 2027, of which up to 50% of such payment may be made in the form of common shares in the capital of Athena Gold;

	d.	payment of CDN $50,000 in cash on or before August 19, 2028, of which up to 50% of such payment may be made in the form of common shares in the capital of Athena Gold; and

	e.	payment of CDN $1,000,000 in cash on or before August 19, 2029, or alternatively

	f.	payment of 75% in cash and the issuance of common shares in the capital of Athena Gold equal to 25% of the payment, for a total payment of CDN $1,250,000;

	g.	payment of 50% in cash and the issuance of common shares in the capital of Athena Gold equal to 50% of the payment, for a total payment of CDN $1,500,000; or

	h.	payment of 25% in cash and the issuance of common shares in the capital of Athena Gold equal to 75% of the payment, for a total payment of CDN $1,750,000.

In the event that Athena Gold pays any of the payments to Bounty Gold in the form of both cash and common shares, the price per share will be determined with the number of shares being based on a per share deemed issue price equal to the 30-day VWAP of the shares for the period of any twenty (20) consecutive trading days on the Canadian Securities Exchange ending on the date that is three business days prior to the date of issuance of the additional common shares.

Upon completion of the above obligations by Athena Gold, Bounty Gold will retain a 2% NSR on the Properties, of which 1% may be purchased by Athena Gold for CDN $1,000,000 at any time.

Athena Gold has agreed to pay a finder's fee to Castlewood Capital Corp. in connection with the Acquisition, through the issuance of 1,737,236 common shares in the capital of Nova Athena Gold Corp. The finder's fee will be payable upon completion of the proposed Amalgamation of Athena Gold.

All common shares issued pursuant to the Acquisition will be subject to a hold period expiring four months and one day from the date of issuance in Canada. Any shares issued by Athena Gold prior to the proposed Amalgamation will be subject to applicable United States hold periods.

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

As a result of the Acquisition, Libra will beneficially own approximately 19.9% of the issued and outstanding shares of Nova Athena.

The Acquisition is subject to receipt of all necessary regulatory and corporate approvals, including the approval of the Canadian Securities Exchange.

Proposed Amalgamation and Redomicile to Canada

Within thirty days following the execution and delivery of the Definitive Agreement, Athena Gold and Nova Athena will enter into and execute a Plan of Merger and Amalgamation (the "Merger Agreement") pursuant to which, subject to obtaining the necessary consents and regulatory approvals and compliance with all applicable legal requirements, Athena Gold will complete the merger and amalgamation with and into Nova Athena and redomicile to British Columbia, Canada (the "Amalgamation" or "Merger"). As a result of the Amalgamation, Nova Athena shall be the surviving entity. In the Amalgamation, each stockholder of Athena Gold will receive one common share in the capital of Nova Athena for each common share of Athena Gold. The existing shares of Nova Athena held by Athena Gold prior to the Amalgamation will be gifted back and cancelled. Following completion of the Merger, Libra will not own more than 19.9% of the issued share capital as a result of the cancellation. The Company will continue to maintain its stock listing on the OTCQB and anticipates a seamless continuation of its stock trading in both US and Canadian marketplaces. The Company expects that the Amalgamation will become effective in the early part of 2025.

Athena Gold will hold a shareholder meeting to approve the proposed Amalgamation to be called as soon as possible. In addition to the proposed Amalgamation, shareholders will be asked to approve an increase in Athena Gold's authorized capital to an unlimited number of common shares, a change of name (if required) and the delisting of Athena Gold's common shares from the Securities and Exchange Commission. Full details of the proposed merger and redomicile, including the associated benefits and risks, will be provided in the registration statement on Form S-4 to be filed with the Securities and Exchange Commission by Athena Gold.

About Athena Gold Corporation

Athena Gold 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.

About Our Flagship Excelsior Springs Project

The Excelsior Springs Project (the "Project") lies within the prolific Walker Lane tectonic trend, a large region of northwest-trending, strike-slip fault zones that host a significant number of precious metal deposits having very strong structural control for mineralization. The Walker Lane trend is experiencing a major resurgence of intense and successful exploration and development.

The Project contains numerous prospect pits, trenches, roads, surface sampling sites and 113 drill holes to date within a 300m X 3,000m wide (1,000 foot-wide and 10,000-foot-long east-west trending zone of shearing and alteration. Underground workings on the two patented claims within the Project had unverified, historical production of 19,200 oz at 41.1 g/t Au.

Gold mineralization discovered at the Project to date occurs in quartz veins, stock-works, and silicified zones in hornfels and calc-silicate altered country rock and is generally close to porphyry dykes. The best grades and thicknesses discovered recently were found in oxidized and altered sedimentary rock immediately above porphyry dykes intruded along preexisting east- and east-northeast trending faults. The mineralized stock-work vein zones are shallow and have a relatively flat plunge, making them potentially amenable to open pit mining methods.

Based on the results of previous drilling programs, the Project has the potential to host one or more shallow gold deposits amenable to open pit mining, along with deeper, higher grade feeder zones that may be found and could be mined by underground methods. In the opinion of management and its consultants, the Project is very promising and further exploration has the potential to expand the known mineralization and establish additional mineralized zones.

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

On Behalf of the Board of Directors

John C. Power, President
Athena Gold Corporation

For further information, please contact:
Phone: John C. Power, (707) 291-6198
Email: johnpower@athenagoldcorp.com

Jason Libenson
President and CCO
Castlewood Capital Corporation
(647)-534-9884
Email: jason@castlewoodcapital.ca

Forward Looking Statements

This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and U.S. securities laws. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding future exploration plans, future results from exploration, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations 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 making the 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 the Company's projects in a timely manner.

The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various risk factors as disclosed in the final long form prospectus of the Company dated August 31, 2021.

Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements in this press release or incorporated by reference herein, except as otherwise.

SOURCE: Athena Gold Corp

Cover	Sep. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Entity File Number	000-51808
Entity Registrant Name	ATHENA GOLD CORPORATION
Entity Central Index Key	0001304409
Entity Tax Identification Number	90-0158978
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2010 A Harbison Drive # 312
Entity Address, City or Town	Vacaville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95687
City Area Code	(707)
Local Phone Number	291-6198
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false