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): June 1, 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

ACQUISITION OF ASSETS

Effective June 1, 2024 Athena Gold Corporation (the “Company”) entered into an Asset Purchase Agreement (the “APA”) with Silver Reserve Inc. to acquire an 100% interest in 11 unpatented BLM claims covering approximately 89 hectares (220 acres) known as the Blue Dick Mine and related mineral claims (“BD”), together with certain technical data relating to the mining claims (the “Purchased Assets”). Total consideration consists of an aggregate of US $45,000 in cash and a 3% NSR. This acquisition expands our flagship Excelsior Springs Project located in the Walker Lane Trend, Nevada. area to 1,675 hectares (4,140 acres).

A copy of the APA is filed herewith as Exhibit 10.1

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OF A REGISTRANT

Effective June 7, 2024 and subject to approval of the Canadian Securities Exchange, the Company agreed to issue an unsecured promissory note (a “Promissory Note”) to John C. Power, the Company’s President and Chief Executive Officer (the “Lender”), in exchange for a loan in the principal amount of US $100,000 (the “Loan”), which Loan consists of US $92,500 in cash advances and US $7,500 in accrued management fees. A copy of the unsecured Promissory Note is filed herewith as Exhibit 10.2.

The Promissory Note is due and payable on January 2, 2026 (the “Maturity Date”). Interest on the principal amount of the Promissory Note will accrue from the original date of issue at a rate of six percent (6%) per annum, calculated and payable monthly, until the Maturity Date. The Company shall have the option of prepaying the whole or any part of the principal amount of the Promissory Note (together with all accrued and unpaid interest thereon) at any time without notice, bonus or penalty. Proceeds of the Loan are to be used for general working capital or property acquisitions as may be determined by the Board of Directors.

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 June 7, 2024, the Company issued an aggregate of 600,000 shares in the common stock of the Company as bonus shares (“Bonus Shares”) to two independent directors and the Chief Financial Officer of the Company as compensation in appreciation and recognition of their services. The issuance is subject to the approval of the Canadian Securities Exchange.

1b.Effective June 7, 2024 the Company agreed to settle outstanding debt in the amount of CDN $15,000.00 (the “Debt”) owing to an arm’s length creditor through the issuance of 300,000 shares of common stock in the capital of the Company (the “Common Shares”) at a deemed price of CDN $0.05 per Common Share (the “Debt Transaction”).

2.The Bonus Shares noted under 1(a) above were issued to the Company’s two directors and officer and constitutes a “related party transaction” as this term is defined in Multilateral Instrument 61-101: Protection of Minority Securityholders in Special Transactions (“MI 61-101”).

All Bonus Shares issued are subject to a four month and a day hold period.

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 valuation and minority stockholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the Bonus Shares does not exceed 25% of the Company's market capitalization. The Company also relied upon the exemption set forth in Rule 506 of Regulation D under the Securities Act of 1933.

The Common Shares issued under 1(a) and (b) above have not 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.

e.Not Applicable.

f.Not Applicable

ITEM 7.01

REGULATION FD DISCLOSURE

On June 7, 2024, the Company issued a press release announcing, subject to approval of the Canadian Securities Exchange, the issuance of an aggregate of 600,000 shares in the common stock of the Company as bonus shares (“Bonus Shares”) to two independent directors and the Chief Financial Officer of the Company as compensation in appreciation and recognition of their services. The Bonus Shares are being issued at a deemed price of CDN $0.05 per share.

In this same press release, subject to the approval of the Canadian Securities Exchange, the Company announced that it has agreed to settle outstanding debt in the amount of CDN $15,000.00 (the “Debt”) owing to an arm’s length creditor through the issuance of 300,000 shares of common stock in the capital of the Company (the “Common Shares”) at a deemed price of CDN $0.05 per Common Share. A copy of the press release is filed herewith as Exhibit 99.1.

On June 12, 2024 the Company issued another press release announcing the execution of the APA described above in item 1.01 above. A copy of the press release is filed herewith as Exhibit 99.2.

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	Asset Purchase Agreement
10.2	Promissory Note
99.1	Press Release dated June 7, 2024
99.2	Press Release dated June 12, 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: June 13, 2024	By:	/s/ John C. Power
		John C. Power, President

Exhibit 10.1

ASSET PURCHASE AND SALE AGREEMENT

THIS dated for reference the 1^st day of June, 2024.

BETWEEN:

SILVER RESERVE CORP, a corporation existing under the laws of the State of Nevada, with a head office at Suite 106, 1135 Terminal Way, Reno, Nevada, United States, 89502.

(hereinafter referred to as “Silver Reserve”)

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.Silver Reserve is the sole registered and beneficial owner of a 100% right, title and interest in and to (i) certain mineral claims known as Blue Dick, situated in Esmeralda County, Nevada, 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.Silver Reserve wishes to sell, transfer, assign and convey to Athena Gold, and Athena Gold wishes to purchase and acquire from Silver Reserve, all of the right, title and interest of Silver Reserve 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.

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 Silver Reserve 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 Nevada;

(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 Silver Reserve, 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 August 1, 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) "Governmental Authority" means any United States federal, state or municipal government including any governmental agency, department, ministry, authority, tribunal, commission or official, stock exchange or securities commission having jurisdiction, including, for certainty, the Exchange;

(l) "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;

(m) “Payment in Kind” or “PIK” means the use of a good or service as a payment instead of cash. PIK in this agreement refers to the payment being delivered in gold, silver, precious metals, base metals, or industrial metals.

(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;

"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”;

(o) "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;

(p) “NSR Royalty” means the royalty of 3.0% (of which Athena Gold shall be entitled to repurchase pursuant to the terms disclosed in this Agreement) of net smelter returns from commercial production of mineral products, as more particularly described in Section 2.2.

(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 the Silver Reserve in the Claims and the Books and Records;

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

(v) “Repurchase Price” has that meaning as disclosed in Section 2.3 with respect to repurchase of the NSR Royalty;

(w) “Right of First Offer” or “ROFO” requires an owner of an asset to negotiate the sale or lease of an asset with the holder of the ROFO before offering the asset for sale or lease to a third party. The ROFO provides Athena Gold with the “first look” on acquiring the remaining 1% NSR before Silver Reserve can bring other buyers to the table. If Athena Gold fails to come to an agreement on the terms of the sale with Silver Reserve (or if Athena Gold fails to exercise the ROFO within the given timeframe), then Silver Reserve has no further obligation to Athena Gold and is free to sell or lease the asset to a third party. In addition, Silver Reserve retains the right to transfer all NSR’s including the 1% NSR remaining after the 2% is bought out, to a related company controlled directly or indirectly by Todd D. Montgomery. At no time can Athena Gold or any of its subsidiaries or affiliates block, obstruct, or hinder the transfer of this NSR.

(x) “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 State of Nevada and the laws of the United States of America 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 State of Nevada. The Parties hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the State of Nevada 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, Silver Reserve hereby agrees to sell, transfer, assign and convey to Athena Gold, and Athena Gold hereby agrees to purchase and acquire from Silver Reserve, all of the right, title and interest of the Silver Reserve in and to the Purchased Assets.

2.2

Purchase Price

(a) The consideration payable by Athena Gold to the Silver Reserve for the Purchased Assets (the “Purchase Price”) shall be payable in cash by way of bank draft, wire payment or certified cheque, payable to the parent company as follows:

EITHER:

	(i)	US $45,000 (forty-five thousand dollars) payable in cash by way of bank draft, wire payment or certified cheque on the following dates:
	(ii)	US $10,000 USD to be received upon execution June 1:
	(iii)	US $15,000 USD to be received by July 1, 2024 : and
	(iv)	$20,000 USD to be received by August 1, 2024.
	(v)	Payments will be wired to the parent company.

(b) Upon completion of the cash payments under Section 2.2 (a) above, Athena Gold shall grant a 3% Net Smelter Returns Royalty (the “NSR Royalty”) in favour of Silver Reserve as follows:

(i) The term "NSR Royalty" shall mean the actual amount of payments received by Athena Gold from any independent refiner, custom smelter, mill, mint or other purchaser for ores, concentrates, precipitates, bullion and/or minerals mined and extracted from the Mining Claims and delivered for treatment and/or sale (hereinafter "Products"). In calculating the NSR Royalty, there shall be deducted therefrom the costs of transporting the Products from the Property to a purchaser, of all sampling, assaying, representation and umpire charges made or levied in connection with the sampling and assaying carried out after the Products have left the Property, of all charges and penalties for treatment and refining done by a purchaser, of all marketing, of all insurance premiums for insurance of such Products and of any sales, excise, production, import, export, extraction and other taxes on such Products (but not income taxes) if such charges are based on production of Products or payable out of the proceeds received or shown as deductions therefrom (hereinafter “Costs”).

(ii) Silver Reserve further acknowledges and agrees that Athena Gold shall have the right to market and sell or refrain from selling Products in any manner it may elect, that Athena Gold shall have the right to engage in forward sales, future trading or commodity options trading, and other price hedging, price protection, and speculative arrangements which may involve the possible delivery of Products and that Silver Reserve shall not be entitled to participate in any profits nor be obligated to share in any losses generated by said activities. Accordingly, with respect to any gold produced, the actual amount of payment received by Athena Gold shall be deemed to be the amount equal to the relevant number of ounces received by Athena Gold from producing operations on the Property times the gold price per ounce as quoted on the London Bullion Market (or other equivalent quotation) on the date (the "Outturn Date") the relevant mint, refiner or smelter credits Athena Gold’s account with refined gold. With respect to any metals other than gold produced and in the event Athena Gold delivers Product to satisfy their delivery obligations arising from any such futures or other forward trading or hedging activities, the proceeds received by Athena Gold shall, for the purposes hereof, be deemed to be the relevant London metal exchange closing spot quotation (or other equivalent or generally accepted quotation) on the date prior to the day any such delivery is made.

(iii) If Products are sold to any third party which is affiliated with Athena Gold, the Products shall for purposes hereof be deemed to have been sold at the net posted price offered to other sellers of Product of like grade and quality F.O.B. the smelter, refinery or other place of treatment, less all Costs. If no net posted price exists, then the term "NSR Royalty" means the average net amount which other purchasers are ready, willing and able to pay for the Products of like grades and quality F.O.B. the smelter, refinery or other place of treatment, less all Costs. For the purposes of the foregoing, any third party shall be deemed to be affiliated with Athena Gold if, as a practical matter, whether through equity ownership or through contractual obligations, either Athena Gold or the third party controls, either directly or indirectly, the other or Athena Gold and the third party are under common control, directly or indirectly, of another third party or parties. If Athena Gold uses its own or leased equipment to transport Products, the costs of transporting the Products for the purpose of determining the amount of the NSR Royalty shall not exceed the firm rates quoted by other competent and reliable haulers who are ready, willing and able to transport Products.

(iv) Payment of the NSR Royalty in respect of any proceeds received by Athena Gold from the processing of any bulk samples (as that term is generally applied in standard industry practice) of ore that comprise, in aggregate, less than 3% of the proven and probable reserves within any particular mineral deposit located on the Property shall be deferred and be payable only upon the commencement of commercial production (as that term is generally used in the industry) and shall further only be payable on such proceeds after deduction of all milling costs of such bulk samples.

(v) Silver Reserve or its associates retain the right to receive in kind (“RIK”) the gold, silver, all other precious metals, base metals, and industrial metals in exchange for cash payment in USD. Payment in Kind is the use of a good or service as a payment instead of cash.

Athena Gold covenants and agrees with Silver Reserve that:

(i) Athena Gold shall keep proper books of account and records showing truthfully and accurately all particulars necessary to compute amounts payable in respect of the NSR Royalty and Silver Reserve shall have the right at all reasonable times to inspect and audit all such books of account and records, provided that any such inspections or examinations shall not unreasonably interfere with the operations of Athena Gold;

(ii) Athena Gold shall, during production, make and deliver to Silver Reserve within 30 days after the end of each fiscal quarter of Athena Gold a true and accurate statement showing all particulars necessary to compute the amount of the NSR Royalty then payable; and

(iii) Athena Gold shall make payment of the NSR Royalty to Silver Reserve within 30 days after the end of each fiscal quarter of Athena Gold, in respect of all payments received by Athena Gold from the smelter, mill, mint or other purchaser of the Products during such fiscal quarter.

2.3

Option to Purchase NSR Royalty

Athena Gold shall have the right at any time to acquire up to a 2% of the 3% NSR Royalty from Silver Reserve, free and clear of any liens, charges or encumbrances whatsoever, upon payment to Silver Reserve of the following:

(a)

EITHER:

(i)US$1.75 million (one million seven hundred and fifty thousand dollars) payable in cash by way of bank draft, wire payment or certified cheque within 24 (twenty-four) months of execution of this Agreement for the full 2% NSR Royalty, leaving a remaining 1% NSR (subject to the ROFO)

(ii)US$2.5 million (two million five hundred thousand dollars) payable in cash by way of bank draft, wire payment, or certified cheque within 36 months (thirty-six) months of execution of the Agreement for 1% of the NSR Royalty, leaving a remaining 1% NSR (subject to the ROFO);

(iii)US$6.0 million (six million dollars) within 48 months (forty-eight) months of execution of this Agreement for 1% of the NSR Royalty, leaving a remaining 1% NSR (subject to the ROFO);

(iv)US $12 million within 60 months or 5 years for the 2% NSR, leaving a 1% NSR that Athena may purchase through the ROFO.

(v)Silver Reserve Corp. shall have access to all books and records. (See definition d. books and records). This allows Silver Reserve Corp. to make an informed decision on any offer made by Athena Gold pertaining to the NSR.

2.4 The ROFO requires an owner of an asset to negotiate the sale or lease of an asset with the holder of the ROFO before offering the asset for sale or lease to a third party. The ROFO provides Athena Gold with the “first look” on acquiring the remaining 1% NSR before Silver Reserve can bring other buyers to the table. If Athena Gold fails to come to an agreement on the terms of the sale with Silver Reserve (or if Athena Gold fails to exercise the ROFO within the given timeframe), then Silver Reserve has no further obligation to Athena Gold and is free to sell or lease the asset to a third party.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1

Representations and Warranties of Silver Reserve

Silver Reserve, 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 Silver Reserve;

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

(c) Silver Reserve 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 Silver and constitutes a legal, valid and binding obligation of Silver Reserve enforceable against it in accordance with the terms hereof;

(e) Silver Reserve has all necessary corporate power to own the Purchased Assets 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 Silver Reserve or the Purchased Assets;

(f) No Approvals are required of Silver Reserve 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) Silver Reserve has an undivided legal and beneficial good, valid, marketable and exclusive right, title and interest in and to the Purchased Assets, free and clear of all Encumbrances;

(h) All taxes, local improvements, assessment rates, utilities and any and all other payments to or assessments of any Governmental Authority having jurisdiction in respect of the Mining Claims have been made by Silver Reserve in respect thereof to and including the Closing Date;

(i) The sale of 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 Silver Reserve or any directors or shareholders resolutions, (ii) any agreements, documents, instruments, covenants or undertakings to which Silver is a party or is bound or otherwise affected, or (iii) any Applicable Law;

(j) Neither the Claims nor any Minerals are subject to or bound by any royalty or royalty interest, whether registered or unregistered, and Silver Reserve has not granted any royalty interest in or affecting the foregoing, nor is any Person entitled to any royalty or other payment in the nature of rent or royalty on any Minerals produced from the Mining Claims;

(k) There is no action, suit, order, work order, petition, prosecution or other similar proceeding of which process initiating the same has been served on Silver Reserve or threatened against Silver Reserve 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”as is, where is”

(m) Silver Reserve 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 Silver Reserve therein and thereto; and

3.2

Representations and Warranties of Athena Gold

Athena Gold, acknowledging that Silver Reserve is entering into this Agreement in reliance thereon, represents and warrants to Silver Reserve 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;

(f)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.

3.3

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 4

CLOSING

4.1

Closing

The Closing will take place at the offices of Silver Reserve in Reno, Nevada, at the Closing Time or at such other place or time as the Parties may agree in writing.

4.2

Conditions Precedent in favour 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 Silver Reserve contained in this Agreement shall be true, complete and accurate as and when made and at and as of the Closing Time;

(c) Silver Reserve 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) Silver Reserve 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.

4.3

Conditions Precedent in Favour of Silver Reserve

The obligations of Silver Reserve 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 Silver 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 Silver Reserve 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 5

GENERAL

5.1

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.

5.2

Time

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

5.3

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 Silver Reserve at:

		Suite 106, 1135 Terminal Way
		Reno, Nevada
		USA 89502

		Attention: Todd Montgomery
		Email: toddshaline@gmail.com

	(ii)	to Athena Gold at:
		Athena Gold Corporation
		Suite 312, 2010A Harbison Drive
		Vacaville. California
		USA 95687

		Attention: John C. Power
		Email: johncaseypower@gmail.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.

5.4

Silver Reserve retains the right to transfer all NSR’s including the 1% NSR remaining after the 2% is bought out, to a related company controlled directly or indirectly by Todd D. Montgomery. At no time can Athena Gold or any of its subsidiaries or affiliates block, obstruct, or hinder the transfer of this NSR.

5.5

Default

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. Any and all dollars will be forfeited, and the Purchased Assets will not be transferred to Athena Gold if the 2^nd and 3^rd cash payment is not completed.

5.6

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.

5.7

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.

5.8

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.

SILVER RESERVE CORP.

Per:

/s/ Todd Montgomery

Todd Montgomery
President

ATHENA GOLD CORPORATION

Per:

/s/ John C. Power

John C. Power
President and Chief Executive Officer

EXHIBIT A – Silver Reserve Corp.

BD Lode Mining Claims – 11 Total

Sections 32, 33, T 5 S, R 40 E, MDB&M

Esmeralda County, Nevada

Claim	Name County File No.	BLM NMC

BD 1	160052	868274
BD 2	160053	868275
BD 3	160054	868276

BD 11	160062	868284
BD 12	160063	868285
BD 13	160064	868286
BD 14	160065	868287
BD 15	160066	868288
BD 16	160067	868289
BD 17	160068	868290
BD 18	160069	868291

All claims are valid on this map with the exceptions of claims 4 & 5

A map of a terrain

Description automatically generated

Exhibit 10.2

PROMISSORY NOTE

US $100,000

June 7, 2024

FOR VALUE RECEIVED, Athena Gold Corporation, a Delaware corporation and its successors and assigns (the "Maker"), promises to pay to the order of John C. Power, individually ("Holder") at 2010 A Harbison Drive # 312, Vacaville, CA 95687, or at such other place as Holder may from time to time designate in writing, the principal sum of One Hundred Thousand and no/100 Dollars ($100,000) in lawful money of the United States of America, together with interest on so much thereof as is from time to time outstanding at the rate hereinafter provided, and payable as hereinafter provided.

1. Interest Rate. The unpaid principal balance of this Note shall bear interest commencing on the date of this Note at the rate of six percent (6%) per annum, calculated and payable monthly.

2. Payment/Maturity Date. The total outstanding principal balance hereof, together with accrued and unpaid interest, shall be due and payable in full January 2, 2026.

3. Default Interest and Attorney Fees. Upon declaration of a default hereunder, the balance of the principal remaining unpaid, interest accrued thereon, and all other costs, and fees shall bear interest at the rate of eight percent (8%) per annum from the date or default, or the date of advance, as applicable. In the event of default, the Maker and all other parties liable hereon agree to pay all costs of collection, including reasonable attorneys' fees.

4. Interest Calculation. Daily interest shall be calculated on a 365-day year and the actual number of days in each month, calculated and payable monthly.

5. Prepayment. Maker may prepay the unpaid principal balance of this Note in whole or in part at any time or from time to time without penalty, together with interest accrued thereon to the date of such prepayment.

6. Costs of Collection. Maker agrees that if, and as often as, this Note is placed in the hands of an attorney for collection or to defend or enforce any of Holder's rights hereunder or under any instrument securing payment of this Note, Maker shall pay to Holder its reasonable attorneys' fees and all court costs and other expenses incurred in connection therewith, regardless of whether a lawsuit is ever commenced or whether, if commenced, the same proceeds to judgment or not. Such costs and expenses shall include, without limitation, all costs, reasonable attorneys' fees, and expenses incurred by Holder in connection with any insolvency, bankruptcy, reorganization, foreclosure, deed in lieu of foreclosure or similar proceedings involving Maker or any endorser, surety, guarantor, or other person liable for this Note which in any way affect the exercise by Holder of its rights and remedies under this Note, or any other document or instrument securing, evidencing, or relating to the indebtedness evidenced by this Note.

7. Default. At the option of Holder, the unpaid principal balance of this Note and all accrued interest thereon shall become immediately due, payable, and collectible, without notice or demand, upon the occurrence at any time of any of the following events, each of which shall be deemed to be an event of default hereunder:

	a.	Maker's failure to make any payment of principal, interest, or other charges on or before the date on which such payment becomes due and payable under this Note.

	b.	Maker's breach or violation of any agreement or covenant contained in this Note, or in any other document or instrument evidencing, or relating to the indebtedness evidenced by this Note.

	c.	The failure of Maker to generally pay its debts as they become due or if Maker shall file in any court pursuant to any statute, either of the United States or of any state, a petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or trustee of all or a substantial portion of Maker' property, or if Maker make any assignment for or petitions for or enters into an arrangement for the benefit of creditors, or if a petition in bankruptcy is filed against Maker which is not discharged within sixty (60) days thereafter.

	d.	Dissolution, liquidation or termination of Maker.

8. Application of Payments. Any payment made against the indebtedness evidenced by this Note shall be applied against the following items in the following order: (1) costs of collection, including reasonable attorney's fees incurred or paid and all costs, expenses, default interest, late charges and other expenses incurred by Holder and reimbursable to Holder pursuant to this Note (as described herein); (2) default interest accrued to the date of said payment; (3) ordinary interest accrued to the date of said payment; and (4) finally, outstanding principal.

9. Assignment of Note. This Note may not be assigned by Maker or Holder without the consent of the other party.

10. Non-Waiver. No delay or omission on the part of Holder in exercising any rights or remedy hereunder shall operate as a waiver of such right or remedy or of any other right or remedy under this Note. A waiver on any one or more occasion shall not be construed as a bar to or waiver of any such right and/or remedy on any future occasion.

11. Maximum Interest. In no event whatsoever shall the amount paid, or agreed to be paid, to Holder for the use, forbearance, or retention of the money to be loaned hereunder ("Interest") exceed the maximum amount permissible under applicable law. If the performance or fulfillment of any provision hereof, or any agreement between Maker and Holder shall result in Interest exceeding the limit for Interest prescribed by law, then the amount of such Interest shall be reduced to such limit. If, from any circumstance whatsoever, Holder should receive as Interest an amount which would exceed the highest lawful rate, the amount which would be excessive Interest shall be applied to the reduction of the principal balance owing hereunder (or, at the option of Holder, be paid over to Maker) and not to the payment of Interest.

12. Purpose of Loan. Maker certifies that the loan evidenced by this Note is obtained for general working capital or property acquisitions as may be determined by the Board of Directors and that the proceeds thereof will not be used primarily for personal, family or household purposes.

13. Waiver of Presentment. Maker and the endorsers, sureties, guarantors and all persons who may become liable for all or any part of this obligation shall be jointly and severally liable for such obligation and hereby jointly and severally waive presentment and demand for payment, notice of dishonor, protest and notice of protest, and any and all lack of diligence or delays in collection or enforcement hereof. Said parties consent to any modification or extension of time (whether one or more) of payment hereof, the release of all or any part of the security for the payment hereof, and the release of any party liable for payment of this obligation. Any modification, extension, or release may be without notice to any such party and shall not discharge said party's liability hereunder.

14. Governing Law. As an additional consideration for the extension of credit, Maker and each endorser, surety, guarantor, and any other person who may become liable for all or any part of this obligation understand and agree that the loan evidenced by this Note is made in the State of Holder's residence or domicile and the provisions hereof will be construed in accordance with the laws of such state, and such parties further agree that in the event of default this Note may be enforced in any court of competent jurisdiction in said state, and they do hereby submit to the jurisdiction of such court regardless of their residence or where this Note or any endorsement hereof may be executed.

15. Binding Effect. The term "Maker" as used herein shall include the original Maker of this Note and any party who may subsequently become liable for the payment hereof as an assumer with the consent of the Holder, provided that Holder may, at its option, consider the original Maker of this Note alone as Maker unless Holder has consented in writing to the substitution of another party as Maker. The term "Holder" as used herein shall mean Holder or, if this Note is transferred, the then Holder of this Note.

16. Relationship of Parties. Nothing herein contained shall create or be deemed or construed to create a joint venture or partnership between Maker and Holder, Holder is acting hereunder as a lender only.

17. Severability. Invalidation of any of the provisions of this Note or of any paragraph, sentence, clause, phrase, or word herein, or the application thereof in any given circumstance, shall not affect the validity of the remainder of this Note.

18. Amendment. This Note may not be amended, modified, or changed, except only by an instrument in writing signed by both of the parties.

19. Time of the Essence. Time is of the essence for the performance of each and every obligation of Maker hereunder.

IN WITNESS WHEREOF, the undersigned has executed this Note this 1st day of June, 2024, nunc pro tunc June 7, 2024.

BETWEEN THE MAKER:
	ATHENA GOLD CORPORATION
	a Delaware corporation

	By:
		Name:
		Title:

AND THE HOLDER:

	JOHN C. POWER

Exhibit 99.1

Text, background pattern

Description automatically generated

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

ATHENA GOLD CORPORATION ANNOUNCES ISSUANCE OF BONUS SHARES, PROMISSORY NOTE AND SHARES FOR DEBT

Vacaville, CA ---- June 7, 2024. Athena Gold Corporation (CSE: ATHA) (OTCQB: AHNR) (“Athena” or the “Company”) is pleased to announce, subject to approval of the Canadian Securities Exchange, the issuance of an aggregate of 600,000 shares in the common stock of the Company as bonus shares (“Bonus Shares”) to two independent directors and the Chief Financial Officer of the Company as compensation in appreciation and recognition of their services. The Bonus Shares are being issued at a deemed price of CDN $0.05 per share.

The issuance of the 600,000 Bonus Shares to the Company’s two directors and officer constitutes a “related party transaction” as this term is defined in Multilateral Instrument 61-101: Protection of Minority Securityholders in Special Transactions (“MI 61-101”). The Company intends to rely on the exemptions from the valuation and minority stockholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the Bonus Shares does not exceed 25% of the Company's market capitalization.

All Bonus Shares issued are subject to a four month and a day hold period.

None of the Bonus 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.

Issuance of Promissory Note

The Company announces that it has agreed, subject to approval of the Canadian Securities Exchange, to issue an unsecured promissory note (a “Promissory Note”) to John C. Power, the Company’s President and Chief Executive Officer (the “Lender”), in exchange for cash loans in the aggregate amount of US $100,000 (the “Loan”), which Loan consists of US $92,500 in cash advances and US $7,500 in accrued management fees.

The issuance of the Promissory Note and the Loan constitutes a “related party transaction” as this term is defined in Multilateral Instrument 61-101: Protection of Minority Securityholders in Special Transactions (“MI 61-101”) as the Lender is a director and officer of the Company. The Company intends to rely on the exemptions from the valuation and minority stockholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the Promissory Note does not exceed 25% of the Company's market capitalization.

Shares for Debt

The Company has agreed to settle outstanding debt in the amount of CDN $15,000.00 (the “Debt”) owing to an arm’s length creditor through the issuance of 300,000 shares of common stock in the capital of the Company (the “Common Shares”) at a deemed price of CDN $0.05 per Common Share (the “Debt Transaction”).

The Board of Directors has determined it is in the best interests of the Company to settle the outstanding Debt through the issuance of the Common Shares to preserve the Company’s cash for ongoing operations.

Closing of the Debt Transaction is subject to customary closing conditions, including approval of the Canadian Securities Exchange, and intends to close as soon as practicable. The Common Shares to be issued pursuant to the Debt Transaction will be subject to a hold period of four months and one day from the date of issuance.

The Common Shares issued pursuant to the Debt Transaction have not 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.

About Athena Gold 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 Behalf of the Board of Directors

John C. Power

Chief Executive Officer and President

For further information, please contact:

Phone: John C. Power, 707-291-6198

Email: info@athenagoldcorp.com

Jason Libenson

President and CCO

Castlewood Capital Corporation

1(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 and the completion of a phase 2 drill program at the Project, 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, QAQC procedures at the Project were followed, the availability of financing on suitable terms for the exploration and development of the Company’s projects and the Company’s ability to comply with environmental, health and safety laws.

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 factors, including, operating and technical difficulties in connection with mineral exploration and development activities, actual results of exploration activities, the estimation or realization of mineral reserves and mineral resources, the inability of the Company to obtain the necessary financing required to conduct its business and affairs, as currently contemplated, the timing and amount of estimated future production, the costs of production, capital expenditures, the costs and timing of the development of new deposits, requirements for additional capital, future prices of precious metals, changes in general economic conditions, 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 or in the completion of development or construction activities, risks relating to epidemics or pandemics such as COVID–19, including the impact of COVID–19 on the Company’s business, financial condition and results of operations, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary permits, consents, approvals or authorizations, including of the Canadian Securities Exchange, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and other factors and risks that are discussed in the Company’s periodic filings with the SEC and 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.

Exhibit 99.2

Athena Gold Corporation Signs Agreement to Acquire Historic Blue Dick Mine and Significantly Expands Its Flagship Excelsior Springs Gold Project in Nevada

Vacaville, California --- June 12, 2024 --- Athena Gold Corporation (OTCQB: AHNR) (CSE: ATHA) ("Athena" or the "Company") is pleased to announce that it has entered into an asset purchase and sale agreement dated June 1, 2024 (the “Purchase Agreement”) with Silver Reserve Inc. to acquire an 100% interest in 11 unpatented BLM claims covering approximately 89 hectares (220 acres) known as the Blue Dick Mine and related mineral claims (“BD”), together with certain technical data relating to the mining claims (the “Purchased Assets”). Total consideration consists of an aggregate of US $45,000 in cash and a 3% NSR. This acquisition expands our flagship Excelsior Springs Project located in the Walker Lane Trend, Nevada. area to 1,675 hectares (4,140 acres).

The Blue Dick Mine was discovered in the 1870s and was reported as a high-grade producer of silver along with gold and base metals. According to Jack Quade, who visited the Blue Dick mine in 1982 and collected three samples on behalf of the Nevada Bureau of Mines and Geology, “The (Blue Dick) Mine is located near a thrust intersection of the Campito and Deep Springs Formations of lower Cambrian both of which host ore at the mine.” Mineralized material was transported from the adit by rail and then down Palmetto Mountain via a tram for direct shipment or processing on-site.

Quade’s sample #1125¹ collected from a highly silicified quartzite along the tram and inside the main Blue Dick adit contained 33 ppm Gold, 1500 ppm (43.75 ounces per ton) silver, .15% Cu, 2% lead and 1%+ Zinc².

Sampling by Silver Reserve consulting geologist Richard Milne in June 2007³ also confirmed anomalous precious and base metal values. Fourteen of the sixteen rock-chip samples¹ collected by Milne (BD/M-1 through BD/M-16) are on the BD claims being acquired or on claims already held by Athena.

Highlights are listed below:

Sample BD/M-1 contained 6.4 ppm Gold, 2340 ppm Silver (69 ounces per ton),1.175% Copper and 1.34% Lead.

Sample BD/M-12 contained 92.6 ppm Silver, 25.5% Copper and 6.92% Lead.

Sample BD/M-13 contained 30 ppm Silver, 4.28% Copper and 1.37% Lead.

Sample BD/M-15 contained 49 ppm Silver and 2.06% Copper.

Sample BD/M-16 contained 7.45 ppm of Gold with ..03% Copper.

_______________________

¹ The historical sampling and information disclosed in this press release is related to historical exploration results. The reader is cautioned that the historical sampling and information are based on prior data and reports previously prepared by third parties without the involvement of the Company. Athena has not undertaken any independent investigation of the historical sampling and information, nor has it independently analyzed the results of the historical sampling and exploration work in order to verify the results.

² Semi-Quantitative Spectrographic Analysis by Branch Exploration Research, USGS, Denver, Colorado. Gold analysis through Atomic-Adsorption Analysis.

³ ALS Chemex Certificate of Analysis issued to Silver Reserve Corp dated July 13, 2007.

No exploration drilling or geophysical surveys have been completed on the BD claims. Additional rock and soil data acquired with the BD claims will be further analyzed and integrated into our exploration database.

John Power, President of Athena, commented “This is an exciting opportunity for Athena as it consolidates the heart of the Palmetto Mountain Trend (Figure 1) for the first time as part of our Excelsior Springs Project. It also provides new prospective gold, copper, and silver targets to our expanding land package. Palmetto Peak was once the end of our claim block but is now the 50-yard line with the historic Buster mine and Western Slope to the west of the peak and Lida Belle and Blue Dick to the southeast.

“Our immediate focus remains on finalizing our Phase 4 exploration plans at Excelsior Springs as we build upon the success of our Phase 1 – Phase 3 RC drilling programs completed in 2022 and 2023” added Power.

Figure 1. Map of Palmetto Mountain Trend depicting the location of historic mines now controlled by Athena as part of its flagship Excelsior Springs Project. This trend connects the historic Palmetto and Lida Mining Districts and was the location of several reported high-grade gold and silver occurrences during the district’s discovery boom in the 1870s.

Timeline of District Scale Consolidation

Upon the successful close of this transaction, Athena will have completed a series of transactions over a multi-year period to consolidate all the important historic mines (Buster, Lida Belle and Blue Dick) on Palmetto Mountain (See Figures 1 and 2).

	•	Athena acquired the Excelsior Springs project in 2021 from Nubian Resources Ltd. with its 140 unpatented BLM claims and a lease on two patented claims. This claim group included the historic Buster Mine and Western Slope (aka Upper or Tripod shaft) mines.

	•	In 2022, Athena purchased the two patented claims (Fortunatus and Prout) that had been held under an expiring lease.

	•	In Q4-2022, Athena staked an additional 51 unpatented BLM claims to cover the southeastern slope of Palmetto Mountain. These claims included the historic Lida Belle high grade gold occurrence and mine.

	•	Reconnaissance sampling in the Lida Belle area returned high-grade gold and silver results. (See the Company’s news release dated October 5, 2023 here).

	•	Also, in Q4-2022, the Company staked claims to the border of the BD claims being acquired (See Figure 2).

Figure 2. Map of Athena’s Excelsior Springs Project depicting the original claim block and additional claims staked and acquired between 2022 – 2024.

Blue Dick Mineralization

Mineralization occurs in quartz or calcite veins mostly hosted by Limestone (Stewart and Albers 1972). The Deep Spring and Palmetto Formations are the main host rocks for precious and base metal mineralization on the property. Copper, gold, silver and lead mineralization sampled by Milne (2007) is found locally in thrust faults and high-angle northeast-southwest structures.

There are several important targets for future exploration including:

	•	Sediment hosted bulk Au tonnage targets in the Palmetto formation.

	•	Additional high-grade vein mineralization from known veins and undiscovered veins in the carbonates with two targets of Gold, Silver & Copper and Silver, Gold & Base Metals

Blue Dick Purchase Transaction Details

Pursuant to the Purchase Agreement, Athena will acquire the Purchased Assets for total consideration of:

	(i)	US $10,000 payable upon execution of the agreement (Paid);
	(ii)	US $15,000 payable on or before July 1, 2024;
	(iii)	US $20,000 payable on or before August 1, 2024; and
	(iv)	the grant of a 3% net smelter return royalty to Silver Reserve, of which 2% may be purchased by the Company subject to certain buy-back options.

The transaction contemplated by the Purchase Agreement remains subject to approval of the Canadian Securities Exchange.

Technical Information

The data disclosed in this news release is related to historical exploration sampling results. The reader is cautioned that the historical results are based on prior data and reports prepared by previous property owners and other sources. Athena has not undertaken any independent investigation of the work at Blue Dick, nor has it independently analyzed the results of the historical exploration work to verify the results. The reader is cautioned not to treat them, or any part of them, as current and that a qualified person has not done sufficient work to verify the results and that they may not form a reliable guide to future results. No independent QA/QC protocols are known for these samples and as such analytical results may be unreliable. Athena’s current and future exploration work includes verification of the historical data through further exploration.

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 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 troy ounces from 18,000 tons averaging 37.3 grams/ton Au (1.2 oz/ton Au).

The Walker Lane trend is experiencing a major resurgence of intense and successful exploration and development. The Walker Lane has had total production of 20+ million ounces (“Moz”) of gold, including the following deposits at 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 Excelsior Springs (the “Project”), and that the mineral deposits, and the results of any exploration or mining thereof, on adjacent or similar properties are not indicative of potential mineral deposits on the Project or any potential exploitation thereof.

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 with 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.

Qualified Person

John Hiner, SME Registered Member and Washington State Licensed Geologist 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. Hiner is not independent of the Company.