Form 8-K/A - Current report: [Amend]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A-1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 17, 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 3.02

UNREGISTERED SALE OF EQUITY SECURITIES

The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Athena Gold Corporation (the “Company” or “Athena”):

1a. Effective January 17, 2024, the Company completed the sale of an aggregate of CDN$200,000 of its Units at a purchase price of CDN$.04 per Unit for a total of 5,000,000 Units. Each Unit consisted of one (1) share of Common Stock and one (1) common stock purchase warrant (“Warrant”) exercisable for two years to purchase one additional share of Common Stock at a price of CDN $0.05 per share. The transaction was part of the Company’s unregistered private offering of up to CDN $200,000 in Units at a price of $0.04 per Unit.

Effective January 2, 2024, the Company issued 685,564 shares of its common stock to one of its creditors as full discharge and complete satisfaction of a CDN$34,278.02 debt (the “Debt Shares”). The shares were deemed to have a per share price of CDN$0.05. A copy of the Debt Settlement Agreement is filed herewith as Exhibit 10.1.

b. The Units sold under 1(a) above were issued pursuant to concurrent offerings under Regulation D and Regulation S under the Securities Act of 1933, as amended. In connection with the Regulation D offering, the Company sold securities to two (2) US Persons, each of whom qualifies as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933. The Units, including the shares of Common Stock and Warrants issued are “restricted securities” under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company’s customary restrictive legend.

The Debt shares issued under 1(a) above were issued to one creditor under Regulation S under the Securities Act of 1933, as amended. The Debt Shares issued are “restricted securities” under the Securities Act of 1933, as amended and the certificate/book entry statement evidencing shall bear the Company’s customary restrictive legend.

c. Not applicable.

d. The securities issued under 1(a) above were issued without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Regulation D or Regulation S.

e. Each Warrant sold as part of the Units is exercisable for two (2) years to purchase one additional share of Common Stock at an exercise price of CDN $0.05 per share.

f. Proceeds of the Offering will be used for working capital and other general corporate purposes.

ITEM 7.01

REGULATION FD DISCLOSURE

On January 10 and January 17, 2024 respectively, Athena Gold Corporation, a Delaware corporation (the “Company”) issued a press release announcing the full subscription and completion of a non-brokered private offering of securities described in Item 3.02 above. The press releases were filed with the original 8-K dated January 26, 2024 and filed with the Securities and Exchange Commission on January 30, 2024.

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
10.1	Debt Settlement Agreement
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: March 11, 2024	By:	/s/ John C. Power
		John C. Power, President

Exhibit 10.1

DEBT SETTLEMENT AGREEMENT

THIS AGREEMENT dated for reference the 2^nd day of January 2024.

BETWEEN:

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 the "Corporation")

OF THE FIRST PART

AND:

CASTLEWOOD CAPITAL CORPORATION, of Suite 3680, 130 King St. W., Toronto, Ontario., Canada, M5X 1B1,

(hereinafter referred to as the "Creditor")

OF THE SECOND PART

WHEREAS:

A.The Corporation is indebted to the Creditor in the amount of CDN $34,278.20 (the "Debt"); and

B.The Corporation wishes to settle the Debt by allotting and issuing 685,564 common shares in the capital of the Corporation (the "Shares") to the Creditor in full discharge and complete satisfaction of the Debt, and the Creditor has agreed to accept such Shares in full satisfaction of the Debt and to grant the Corporation a release as hereinafter described; and

C.The Corporation has agreed to use its best efforts to obtain the approval of the Canadian Securities Exchange (the "CSE") to the issuance of the Shares.

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

1.ACKNOWLEDGMENT OF DEBT

1.1The Corporation acknowledges and agrees that it is indebted to the Creditor in the amount of the Debt, and the Creditor and the Corporation agree to settle the Debt as described in Section 2 herein.

2.ALLOTMENT AND ISSUANCE OF SHARES

2.1The Corporation agrees to allot and issue the Shares to the Creditor at a deemed price of CDN S0.05 per Share as full and final payment of the Debt, and the Creditor hereby agrees to accept the Shares as full and final payment of the Debt.

2.2The Creditor hereby understands and agrees to any transfer restrictions applicable to the Shares and any hold period legends to be placed on the certificates representing the Shares as may be required by applicable securities laws or the rules and policies of the CSE.

3.REGULATORY APPROVALS AND RESTRICTIONS ON DISPOSTION

3.1The rights and obligations of the Corporation and the Creditor are subject to and conditional upon receipt of the acceptance for filing of this Agreement by the CSE. The Creditor consents to the collection, use and disclosure of personal information by the CSE or any securities commission for the purposes described in Appendix A and B attached hereto or as otherwise identified by the CSE or any securities commission from time to time.

3.2The Corporation shall use its commercial best efforts to obtain the acceptance for filing of this Agreement by the CSE.

3.3The Creditor represents and warrants to the Corporation that it will seek its own independent legal advice as to any restrictions imposed by applicable securities laws respecting disposition of the Shares.

4.REPRESENTATIONS AND WARRANTIES

4.1The Corporation represents and warrants to the Creditor that:

	(a)	it is a valid and subsisting corporation duly incorporated and in good standing under the laws of the jurisdiction in which it is incorporated, continued or amalgamated;

	(b)	the Corporation has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the issuance of the Shares;

	(c)	it has the necessary power, capacity, right and authority to enter into and deliver this Agreement and to perform its obligations hereunder; and

	(d)	the Shares, when issued, will be duly and validly created and authorized and will be issued and delivered as fully paid and non assessable.

4.2The Creditor represents and warrants to the Corporation that:

	(a)	upon delivery of the Shares by the Corporation in accordance with the provisions of this Agreement, the Debt will be fully satisfied and extinguished, and it will remise, release and forever discharge the Corporation and its directors, officers and employees from any and all obligations relating to the Debt;

	(b)	it releases the Corporation from any and all covenants and obligations relating to the Debt;

	(c)	it has not previously assigned, encumbered, parted with possession of or otherwise granted any interest in the Debt or any of his rights relating thereto; and

	(e)	the Shares are not being acquired as a result of any material information that has not been generally disclosed to the public.

5.GENERAL PROVISIONS

5.1 Time shall he of the essence of this Agreement.

5.2The Corporation and the Creditor shall execute any and all such further deeds, documents and assurances and shall do any and all such further and other things as may be necessary to implement and carry out the intent of this Agreement.

5.3The provisions herein contained constitute the entire Agreement between the parties and supersede all previous understandings, communications, representations and agreements, whether, written or verbal, between the parties with respect to the subject matter of this Agreement.

5.4This Agreement shall be governed by and construed in accordance with the laws of Canada and the Province of British Columbia.

5.5All dollar amounts referred to in this Agreement have been expressed in Canadian currency, unless otherwise indicated.

5.6This Agreement shall enure to the benefit of and be binding upon each of the parties and their respective heirs, executors, administrators, successors and permitted assigns, as the case may be.

5.7This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have executed these presents on the day and year first above written.

ATHENA GOLD CORPORATION

Per:

Name:
Title:

CASTLEWOOD CAPITAL CORPORATION

Per:

Name:
Title:

APPENDIX "A"

PERSONAL INFORMATION COLLECTION POLICY REGARDING FORM 9

The Canadian Securities Exchange and its subsidiaries, affiliates, regulators and agents (collectively, "CSE or the "Exchange") collect and use the information (which may include personal or other information) which has been provided in Form 9 for the following purposes:

To determine whether an individual is suitable to be associated with a Listed Issuer;

To determine whether an issuer is suitable for listing;

To determine whether allowing an issuer to be listed or allowing an individual to be associated with a Listed Issuer could give rise to investor protection concerns or could bring the Exchange into disrepute;

To conduct enforcement proceedings;

To ensure compliance with Exchange Requirements and applicable securities legislation; and

To fulfil the Exchange's obligation to regulate its marketplace.

The CSE also collects information, including personal information, from other sources, including but not limited to securities regulatory authorities, law enforcement and self-regulatory authorities, regulation service providers and their subsidiaries, affiliates, regulators and agents. The Exchange may disclose personal information to these entities or otherwise as provided by law and they may use it for their own investigations.

The Exchange may use third parties to process information or provide other administrative services. Any third party will be obliged to adhere to the security and confidentiality provisions set out in this policy.

All personal information provided to or collected by or on behalf of The Exchange and that is retained by The Exchange is kept in a secure environment. Only those employees who need to know the information for the purposes listed above are permitted access to the information or any summary thereof. Employees are instructed to keep the information confidential at all times.

Information about you that is retained by the Exchange and that you have identified as inaccurate or obsolete will be corrected or removed.

If you wish to consult your file or have any questions about this policy or our practices, please write the Chief Privacy Officer, Canadian Securities Exchange, 220 Bay Street – 9th Floor, Toronto, ON, M5J 2W4.

SCHEDULE "B"

COLLECTION OF PERSONAL INFORMATION

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre 701 West Georgia Street

Vancouver, British Columbia V7Y 1L2

Inquiries: (604) 899-6854

Toll free in Canada: 1 (800) 373-6393

Facsimile: (604) 899-6581 Email: FOI-privacy@bcsc.bc.ca

Public official contact regarding indirect collection of information: FOI Inquiries

Alberta Securities Commission Suite 600, 250 - 5th Street SW Calgary, Alberta T2P 0R4

Telephone: (403) 297-6454

Toll free in Canada: 1 (877) 355-0585

Facsimile: (403) 297-2082

Public official contact regarding indirect collection of information: FOIP Coordinator

Ontario Securities Commission 20 Queen Street West, 22nd Floor Toronto, Ontario M5H 3S8

Telephone: (416) 593-8314

Toll free in Canada: 1 (877) 785-1555

Facsimile: (416) 593-8122

Email: exemptmarketfilings@osc.gov.on.ca

Public official contact regarding indirect collection of information: Inquiries Officer

Autorité des marchés financiers

800, Square Victoria, 22e étage

C.P. 246, Tour de la Bourse Montréal, Québec H4Z 1G3

Telephone: (514) 395-0337 or 1 (877) 525-0337

Facsimile: (514) 873-6155 (for filing purposes only) Facsimile: (514) 864-6381 (for privacy requests only) Email: financementdessocietes@lautorite.qc.ca (for corporate finance issuers); fonds_dinvestissement@lautorite.qc.ca (for investment fund issuers)

Public official contact regarding indirect collection of information: Secrétaire Générale

Cover	Jan. 17, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	Update Exhibits
Document Period End Date	Jan. 17, 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