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Table of Contents
As filed with the Securities and ExchangeCommission on April 14, 2023
RegistrationStatement No. 333-265676
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST
-EFFECTIVE AMENDMENT NO.1
TO
FORM
S-1/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ATHENA GOLDCORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 1000 90-0775276
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
2010 A HarbisonDrive, #312
,
Vacaville
,
CA
.
95687
(
707
)
291-6198
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
John C. Power
2010 A Harbison Drive, #312
Vacaville, CA. 95687
Telephone: (707) 291-6198
(Name, address, including zip code, and telephonenumber, including area code,
of agent for service)
WithCopies of Communications to:
Clifford L. Neuman, Esq.
Clifford L. Neuman, PC
6800 N. 79
th
Street, Suite 200
Niwot, Colorado 80503
(303) 449-2100
(303) 449-1045 (fax
)
Approximate Dateof Commencement of Proposed Sale to the Public:
As soon as possible after this Registration Statement becomes effective.
If any of the securities being registeredon this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the"Securities Act"), check the following box.
If this Form is filed to register additionalsecurities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Actregistration statement number of the earlier
effective registration statement for the same offering.
If this Form is a post-effective amendmentfiled pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement numberof the earlier effective registration statement
for the same offering.
If this Form is a post-effective amendmentfiled pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement numberof the earlier effective registration statement
for the same offering.
Indicate by check mark whether the registrantis a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "largeaccelerated filer," "accelerated filer" "smaller
reporting company" and "emerging growth company"in Rule 12b-2 of the Exchange
Act.
Large accelerated filer Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company
Emerging growth company
Ifan emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complyingwith any new or
revised financial accounting standards provided pursuant to Section 7(a)(2)(B)
of the Securities Act.
This post-effective amendment shall become effective in accordancewith Section
8(c) of the Securities Act.
ATHENA GOLD CORPORATION
Cross-Reference Index
Item No. and Heading Location
In Form S-1 in Prospectus
Registration Statement
1. Forepart of the Registration Statement and Forepart of Registration
Outside Front Cover Page of Prospectus Statement and
Outside Front Cover
Page of Prospectus
2. Inside Front and Outside Back Inside Front and Outside Back
Cover Pages of Prospectus Cover Pages of Prospectus
3. Summary Information, Prospectus Summary; Risk Factors
Risk Factors and
Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price *
6. Dilution *
7. Selling Securityholder Selling Securityholder
8. Plan of Distribution Plan of Distribution
9. Description of Securities Description of Securities
to be Registered
10. Interests of Named Experts
Experts and Counsel
11. Information with Respect The Business
to the Registrant
11A Material Changes *
12. Incorporation of Certain *
Information by Reference
12A. Disclosure of Commission Position on Indemnification for
Indemnification for Securities Act Liabilities Securities Act Liabilities
13. Other Expenses of Other Expenses of
Issuance and Distribution Issuance and Distribution
14. Indemnification of Indemnification of
Directors and Officers Directors and Officers
15. Recent Sales of Recent Sales of
Unregistered Securities Unregistered Securities
16. Exhibits and Financial Exhibits and Financial
Statement Schedules Statement Schedules
17. Undertakings Undertakings
* Omitted from prospectus because Itemis inapplicable or answer is in the
negative
Explanatory Note
This Post-Effective Amendment No. 1(this "Amendment") relates to the
Registrant's Registration Statement on Form S-1 (File No. 333-265676),
declaredeffective on February 10, 2023 by the Securities and Exchange
Commission and is being filed pursuant to the undertaking in Item 17 ofthe
Registration Statement to (i) include the information contained in the
Company's Annual Report on Form 10-K for the fiscalyear ended December 31,
2022, that was filed with the Commission on March 15, 2023 and (ii) update
certain other information in the RegistrationStatement.
The information included in this filing amends the RegistrationStatement and
the prospectus contained therein. No additional securities are being
registered under this Post-Effective Amendment No.1. All applicable
registration fees were paid at the time of the original filing of the
Registration Statement.
The information in this prospectus is not complete and maybe changed. The
Selling Securityholders may not sell these securities until the registration
statement filed with the Securitiesand Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not soliciting
an offer to buythese securities in any jurisdiction where the offer or sale is
not permitted.
SUBJECT TO COMPLETION,DATED APRIL 14, 2023
PROSPECTUS
ATHENA GOLD CORPORATION
18,395,000 Shares of Common Stock
This prospectus relates to the resale by certainSelling Securityholders
("Selling Securityholders") of an aggregate of 18,395,000 shares (the
"Shares") of commonstock, $0.0001 par value, of Athena Gold Corp., a Delaware
Corporation ("Athena" or the "Company") (the "CommonStock"). The Selling
Securityholders were investors in the Company's April 2022 private offering of
Units ("Units"),each Unit consisting of one share of Common Stock and one
Warrant, each Warrant exercisable for two years to purchase one additionalshare
of Common Stock (the "Warrant Shares" or "Warrant Stock") at an exercise price
of CAD$0.12 per share.
The Company will not receive any proceedsfrom the resale of Common Stock and
Warrant Stock by the Selling Securityholders. The Company will receive the
proceeds from the exerciseof the Warrants to purchase the Warrant Stock.
The Selling Securityholders may be deemed tobe an "underwriter" within the
meaning of Section 2(11) of the Securities Act of 1933, as amended. Additional
informationabout Selling Securityholders and the manner in which they may
engage in resales of the Common Stock and Warrant Stock under this
prospectusis provided in the section entitled "
Selling Securityholders and Plan of Distribution
." The Common Stockis quoted on the OTCQB under the symbol "AHNR" and traded
on the Canadian Stock Exchange under the symbol "ATHA".The closing price of
our Common Stock as quoted on the OTCQB on ________, 2023 was $ *. per share.
We are an "emerging growthcompany," as defined under the federal securities
laws and, as such, we have elected to comply with certain reduced public
companyreporting requirements for this prospectus and future filings.
You should consider carefully the risksthat we have described in the section
entitled "
Risk Factors
" beginning on Page 8 of this prospectus before decidingwhether to invest in
the Shares.
Neither the Securities and Exchange Commission nor any state securitiescommissio
n has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representationto the contrary is a
criminal offense.
The date of this prospectus is April 14, 2023
i
TABLE OF CONTENTS
PROSPECTUS SUMMARY 1
SUMMARY FINANCIAL DATA 2
FORWARD-LOOKING STATEMENTS 3
THE OFFERING 5
DESCRIPTION OF THE TRANSACTIONS 6
RISK FACTORS 7
MARKET FOR THE COMPANY'S COMMON STOCK 17
EQUITY COMPENSATION PLAN INFORMATION 19
USE OF PROCEEDS 20
MANAGEMENT'S DISCUSSION AND ANALYSIS 21
DESCRIPTION OF BUSINESS 26
DIRECTORS AND EXECUTIVE OFFICERS 44
EXECUTIVE COMPENSATION 47
SELLING SHAREHOLDERS AND PLAN OF DISTRIBUTION 49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND RELATED STOCKHOLDER MATTERS 52
CERTAIN RELATIONSHIPS 53
DESCRIPTION OF SECURITIES 54
LEGAL MATTERS 56
EXPERTS 56
WHERE YOU CAN FIND ADDITIONAL INFORMATION 57
FINANCIAL STATEMENTS 58
You should rely only on the information contained in this prospectusand any
related free writing prospectus that we may provide to you in connection with
this offering (this "Offering"). We have not authorized any otherperson to
provide you with different information. If anyone provides you with different
or inconsistent information, you should not relyon it. We are not making an
offer to sell these securities in any jurisdiction where the offer or sale is
not permitted. You should assumethat the information appearing in this
prospectus is accurate only as of the date on the front cover of this
prospectus. Our business,financial condition, results of operations and
prospects may have changed since that date. Neither the delivery of this
prospectus norany sale made in connection with this prospectus shall, under
any circumstances, create any implication that there has been no changein our
affairs since the date of this prospectus or that the information contained in
this prospectus is correct as of any time afterits date.
ii
About this Prospectus
You should rely only on the information containedin this prospectus. We have
not authorized anyone to provide you with different information. If anyone
provides you with different orinconsistent information, you should not rely on
it. We believe that the information contained in this prospectus is accurate
as of thedate on the cover. Changes may occur after that date; and we may not
update this information except as required by applicable law.
This prospectus relatesto the resale by certain Selling Securityholders of
shares of Common Stock and Warrant Stock.
All amounts in this prospectus are presented inUnited States dollars, unless
otherwise explicitly stated. References to "CAD$" in this prospectus are to
Canadian dollars.
Please note that throughoutthis prospectus the words "we," "our," or "us"
refers to Athena Gold Corporation, a Delaware corporation("Athena" or the
"Company").
References to the "Acquisition"in this prospectus refer to the consummation,
effective December 27, 2021, of a share purchase agreement (the "Share
Purchase Agreement")between the Company and Nubian Resources, Ltd. Under the
Share Purchase Agreement, the Company issued an aggregate of 50,000,000
sharesCommon Stock to Nubian in consideration of the assignment by Nubian to
the Company of 100% of the issued and outstanding shares of commonstock of
Nubian Resources USA, Ltd. ("Nubian Resources USA"), formerly a wholly-owned
subsidiary of Nubian. Under the SharePurchase Agreement, the Company agreed to
register under the Securities Act of 1933, as amended ("Securities Act") the
distributionby Nubian to its shareholders, pro rata, of the 50,000,000 Athena
shares issued to Nubian, and Nubian had agreed to complete that distributionwith
in 90 days following the execution of the Share Purchase Agreement. Nubian has
advised the Company that it is reconsidering when,if ever, it will complete
the distribution of the Athena shares.
References to the "Transaction"in this prospectus refer to the Acquisition and
the other matters provided for in the Share Purchase Agreement.
About Our Company
The Company was incorporatedand otherwise organized under the laws of the
State of Delaware on December 23, 2003, under the name "Golden West Brewing
Company."On January 21, 2021, the Company changed its name to "Athena Gold
Corporation". We are an exploration stage company and ourprincipal business is
the acquisition and exploration of mineral resources. We have not presently
determined whether the properties towhich we have mining rights contain
mineral reserves that are economically recoverable. Athena is engaged in the
exploration of mineralsat its principal project known as the Excelsior Springs
exploration project (the "Project") located in Esmeralda County, Nevada.
Our Properties
Our focus is on exploringand developing our Excelsior Springs gold exploration
project located in Esmeralda County, Nevada.
Our principal executive officesare located at 2010A Harbison Drive, Suite 312,
Vacaville, California 95687.
Our telephone number is (707) 291-6198, and our Internetwebsite is
www.athenagoldcorp.com.
1
Summary Financial Data
The following summary financial data is derivedfrom our audited financial
statements as of December 31, 2022 and 2021. The summary financial data is
incomplete and is qualifiedin its entirety by, and should be read in
conjunction with "
Management's Discussion and Analysis of FinancialCondition and Results of
Operations
" and our audited consolidated financial statements and related notes included
herein.
The following Summary Financial Data is presented for informationalpurposes
only and is qualified in its entirety by reference to the complete financial
statements contained elsewhere in this prospectus.Our historical operating
information may not be indicative of our future operating results.
Year Ended Year Ended December 31, 2021
December 31, 2022
Total Revenues - -
Operating Expenses $ 1,299,774 $ 752,461
Net (loss) Operating $ (1,299,774 ) $ (752,461 )
Basic and diluted weighted average shares outstanding 127,608,629 65,902,198
December 31, 2022 December 31, 2021
Balance Sheet Data:
Working capital $ (232,880 ) $ 73,615
Total assets $ 6,243,389 $ 6,123,988
Total liabilities $ 1,279,975 $ 1,074,581
Stockholders' equity 4,963,414 5,049,407
2
Forward-Looking Statements
In General
This report contains statements that plan for or anticipate the future.In this
report, forward-looking statements are generally identified by the words
"anticipate," "plan," "believe,""expect," "estimate," and the like.
With respect to our mineral exploration business, these forward-lookingstatement
s include, but are not limited to, statements regarding the following:
* the risk factors set forth below under "
Risk Factors
";
* risks and hazards inherent in the mining business (including environmental
hazards, industrial accidents, weather or geologically related conditions);
* uncertainties inherent in our exploratory and developmental activities,
including risks relating to permitting and regulatory delays;
* our future business plans and strategies;
* our ability to commercially
develop our mining interests.;
* changes that could result from our future
acquisition of new mining properties or businesses;
* expectations regarding competition
from other companies;
* effects of environmental and
other governmental regulations;
* the worldwide economic downturn and difficult conditions
in the global capital and credit markets; and
* our ability to raise additional financing
necessary to conduct our business.
3
Forward looking statements may include estimated mineral reserves andresources
which could differ materially from those projected in the forward-looking
statements. The factors that could cause actual resultsto differ materially
from those projected in the forward-looking statements include:
* the risk factors set forth below under "
Risk Factors
";
* changes in the market prices of precious minerals, including gold; and
* uncertainties inherent in the estimation of ore reserves.
In addition to the foregoing, the ongoing COVID-19 pandemic poses
significantrisks and uncertainties in numerous areas, including the
availability of labor and materials to explore our mineral interests, risks
impactingthe cost and availability of insurance and the markets for precious
metals. We cannot predict with any certainty the nature and extentof the
impact that the pandemic will have on our business plan and operations.
Readers are cautioned not to put undue reliance on forward-lookingstatements.
We disclaim any intent or obligation to update publicly these forward-looking
statements, whether as a result of new information,future events or otherwise.
In light of the significant uncertainties inherent in the forward-lookingstateme
nts made in this prospectus, the inclusion of this information should not be
regarded as a representation by us or any other personthat our objectives and
plans will be achieved.
4
About The Offering
* This is an offering of shares of our Common Stock by persons who wereissued shares of our
Common Stock and Warrants in our 2022 Unit Offering. We refer to these persons as Selling
Securityholders in thisprospectus. We are registering the common stock covered by this prospectus
in order to fulfill obligations we have under agreements withthe Selling securityholders.
* The Selling Securityholders may offer their shares from
time to time either in privately negotiated transactions
and, if a public trading market is maintained for our
Common Stock, then in public market transactions.
Common Stock outstanding
prior to the Offering: 136,091,400 (includes 9,197,500 shares in this offering)
Shares of Common Stock outstanding 145,288,900 (assumes the Selling Securityholders exercise warrants
after this Offering: to purchase an aggregate of 9,197,500 shares of Common Stock.
(1)
Risk Factors See "
Risk Factors
" beginning on page 8 and other information in this prospectus for a discussion
of the factors you should consider before you decide to invest in our securities.
OTCQB Ticker Symbol for Common Stock: AHNR
Canadian Securities Exchange Ticker Symbol: ATHA
The Offering
(1)
The numberof shares of Common Stock shown above to be outstanding after this
offering is based on 136,091,400 shares outstanding as of December31, 2022 and
excludes:
. 4,980,000 shares of Common Stock issuable upon exercise of options of which 4,480,000
options have vested, at a weighted average exercise price of $0.07 USD per share;
. 24,935,560 additional shares of Common Stock reserved for issuance pursuant to
the exercise of outstanding warrants at a weighted average exercise price of
CAD
$0.14 per share which amount includes the 9,197,500
warrants held by the selling securityholders; and
. 5,020,000 additional shares of Common Stock reserved for
future issuance under our 2020 Equity Incentive Plan.
5
Description of the Transaction
Effective December 27, 2021, Nubian completed the sale to the Companyof a 100%
interest in Nubian's former Excelsior Springs exploration project located in
Esmeralda County, Nevada, USA, as contemplatedin an option agreement (the
"Option Agreement") dated December 11, 2020, as amended on November 10, 2021,
among the Company,Nubian and Nubian Resources USA. Pursuant to the sale
transaction, the Company acquired the interest in the Project through its
acquisitionof all of the outstanding shares of Nubian Resources USA, the legal
owner of the claims and mineral rights comprising the Project. Thesale of the
Nubian Resources USA shares was effected pursuant to the terms of a share
purchase agreement dated December 27, 2021, amongthe Company, Nubian and
Nubian Resources USA. As a result of the transaction, through its ownership of
Nubian Resources USA, Athena nowholds a 100% interest in the Project, subject
to a 1% of net smelter returns royalty with respect to the Project granted to
Nubian.
In addition to the royalty, Nubian received an aggregate of 50,000,000shares
of Common Stock as consideration for the transactions under the Option
Agreement and the Share Purchase Agreement. Under the termsof the Share
Purchase Agreement, Nubian agreed to use commercially reasonable efforts to
distribute all of the Shares to its shareholders,pro rata, subject to certain
conditions, including that the distribution can be effected in accordance with
applicable laws and the policiesof the TSX Venture Exchange, exempt from the
requirements to file a prospectus in Canada, as discussed below. Accordingly,
Nubian proposesto distribute the Shares to its shareholders pro rata by way of
a return of capital distribution and effect the stated capital reductionto
reflect such distribution.
Nubian has advised the Company that it isreconsidering its commitment to
undertake the distribution. The Company is evaluating the consequences of such
reconsideration.
Capitalization
The following table sets forth our capitalizationas of December 31, 2022. This
section should be read in conjunction with the consolidated financial
statements and related notescontained elsewhere in this prospectus.
AUDITED
Long-term debt: $ 0
Stockholders' Equity:
Preferred Stock, $.0001 par value, 5,000,000 shares authorized; no shares issued and outstanding 0
Common stock, $.0001 par value, 250,000,000 shares authorized; 136,091,400 shares outstanding 13,609
Additional paid-in capital 16,652,603
Accumulated (deficit) - exploration stage (11,702,798 )
Stockholders' equity $ 4,963,414
6
Risk Factors
Our business faces many risks. Any of the risks discussed below,or elsewhere
in this report or in our other filings with the SEC, could have a material
impact on our business, financial condition, orresults of operations.
An investment in our securities is speculative and involves a highdegree of
risk. Please carefully consider the following risk factors, as well as the
possibility of the loss of your entire investment,before deciding to invest in
our securities.
Risks Related to our Business
Due to our history of operating losses our auditors are uncertainthat we will
be able to continue as a going concern.
Our financial statements have been prepared assumingthat we will continue as a
going concern. Due to our continuing operating losses and negative cash flows
from our operations, the reportsof our auditors issued in connection with our
consolidated financial statements for the fiscal years ended December 31, 2022
and 2021,contain explanatory paragraphs indicating that the foregoing matters
raised substantial doubt about our ability to continue as agoing concern. We
cannot provide any assurance that we will be able to continue as a going
concern.
We have no history of and limited experience in mineral production
.
We have no history of and limited experience in producing gold or othermetals.
In addition, our management has limited technical training and experience with
exploring for, starting and/or operating a mine.Our management may not be
fully aware of many of the specific requirements related to working within
this industry. Their decisions andchoices may not take into account standard
engineering or managerial approaches mineral exploration companies commonly
use. Our operations,earnings and ultimate financial success could suffer due
to our management's limited experience in this industry. As a result, wewould
be subject to all of the risks associated with establishing a new mining
operation and business enterprise. We may never successfullyestablish mining
operations, and any such operations may not achieve profitability.
Our principal shareholders and controlpersons are also principal shareholders
and control persons of other exploration companies, which could result in
conflicts with the interestsof minority stockholders.
Messrs. Gibbs and Power are control personsand principal shareholders of other
exploration companies that are engaged in mineral exploration activities,
although in different geographicalregions. While the geographical focus of the
companies is different, numerous conflicts could arise in the future. For
example, Messrs.Gibbs and Power have provided the majority of working capital
for all three companies to date, and in the likely event that these
companiesrequire additional capital in the future their resources may be
inadequate to finance the activities of all. In addition, if new prospectsbecome
available, a conflict may exist with respect to which company to offer those
opportunities. Messrs. Gibbs and Power have not developeda conflict of
interest policy to mitigate the potential adverse effects of these conflicts
and as a result these conflicts represent asignificant risk to the
shareholders of the Company. Conflicts for access to limited resources and
opportunities cannot be eliminatedcompletely, and investors should be aware of
their potential.
We have no proven or probable reserves or mineral resources.
We are considered an exploration stage companyunder SEC criteria since we have
not demonstrated the existence of proven or probable mineral reserves or
mineral resources at any ofour properties.
TheSEC's Final Rule 13-10570, Modernization of Property Disclosures for Mining
Registrants, became effective March 30, 2019, and rescindsSEC Industry Guide 7
following a two-year transition period.
7
Under the former Industry Guide 7, the SECdefined a "reserve" as that part of
a mineral deposit which could be economically and legally extracted or
produced at thetime of the reserve determination. Proven or probable mineral
reserves were those reserves for which (a) quantity is computed and(b) the
sites for inspection, sampling, and measurement are spaced so closely that the
geologic character is defined and size, shapeand depth of mineral content can
be established (proven) or the sites are farther apart or are otherwise less
adequately spaced but highenough to assume continuity between observation
points (probable). Mineral Reserves could not be considered proven or probable
unlessand until they are supported by a feasibility study, indicating that the
mineral reserves have had the requisite geologic, technicaland economic work
performed and are economically and legally extractable.
The final rule's amendments require disclosure of both mineralreserves and
mineral resources. Under the final rule, a mineral reserve is defined as "an
estimate of tonnage and grade or qualityof indicated and measured mineral
resources that, in the opinion of the qualified person, can be the basis of an
economically viableproject." A mineral resource is defined as "a concentration
or occurrence of material of economic interest in or on the Earth'scrust in
such form, grade or quality, and quantity that there are reasonable prospects
for economic extraction." Under the SEC'sformer disclosure requirements under
Industry Guide 7, , an assessment of the economic viability of mineral
reserves must be supportedby a final feasibility study. By contrast, the final
rule's amendments provide that a prefeasibility study, which is more limitedin
scope than a final feasibility study, will also be sufficient to support such
an assessment. As for mineral resources, their disclosureis prohibited under
former SEC guidance unless it is required under the regulations of another
jurisdiction, such as Canada. Under thefinal rule's amendments, however,
mineral resources must be disclosed and categorized as "measured" (if the
geologicalsampling is "conclusive"), "indicated" (if the geological sampling
is "adequate"), or "inferred"(if the geological sampling is "limited").
Effectively, the categorization is based on the company's confidence inits
ability to develop the mineral resources, which depends on the sampling and
testing that have been performed. The final rule'samendments also require
companies to disclose exploration results when such information would be
material to investors. Further, thedisclosures required under the final rule
must be supported by the work of a qualified person, such as a mine engineer.
When a companyfirst reports mineral reserves or resources, or makes a material
change to such disclosures, it must file a technical report summarysupporting
the disclosure. Developing this detailed disclosure information (e.g., by
using an expert) and maintaining appropriate disclosurecontrols and procedures
over it requires significant time, resources, and effort.
The exploration of mineral properties is highly speculative in nature,involves
substantial expenditures and is frequently non-productive.
Mineral exploration is highly speculative in nature and is frequentlynon-product
ive. Substantial expenditures are required to:
. establish ore reserves through drilling and metallurgical and other testing techniques;
. determine metal content and metallurgical recovery processes to extract metal from the ore; and,
. design mining and processing facilities.
If we discover ore at the Properties, we expect that it would be severaladdition
al years from the initial phases of exploration until production is possible.
During this time, the economic feasibility of productioncould change. As a
result of these uncertainties, there can be no assurance that our exploration
programs will result in proven and probablereserves in sufficient quantities
to justify commercial operations.
Even if our exploration efforts at the Properties are successful,we may not be
able to raise the funds necessary to develop the Properties.
If our exploration efforts at our prospects are successful, of whichthere can
be no assurance, our current estimates indicate that we may be required to
raise substantial external financing to develop andconstruct the mines.
Sources of external financing could include bank borrowings and debt and
equity offerings, but financing has becomesignificantly more difficult to
obtain in the current market environment. The failure to obtain financing
would have a material adverseeffect on our growth strategy and our results of
operations and financial condition. We currently have no specific plan to
obtain thenecessary funding and there exist no agreements, commitments or
arrangements to provide us with the financing that we may need. Therecan be no
assurance that we will commence production at any of our Properties or
generate sufficient revenues to meet our obligationsas they become due or
obtain necessary financing on acceptable terms, if at all, and we may not be
able to secure the financing necessaryto begin or sustain production at the
Properties. Our failure to raise needed funding could also result in our
inability to meet our futureroyalty and work commitments under our mineral
leases, which could result in a forfeiture of our mineral interest altogether
and a defaultunder other financial commitments. In addition, should we incur
significant losses in future periods, we may be unable to continue asa going
concern, and we may not be able to realize our assets and settle our
liabilities in the normal course of business at amounts reflectedin our
financial statements included or incorporated herein by reference.
8
We may not be able to obtain permits required for development ofthe Properties.
In the ordinary course of business, mining companies are required toseek
governmental permits for expansion of existing operations or for the
commencement of new operations. We will be required to obtainnumerous permits
for our Properties. Obtaining the necessary governmental permits is a complex
and time-consuming process involving numerousjurisdictions and often involving
public hearings and costly undertakings. Our efforts to develop the Properties
may also be opposed byenvironmental groups. In addition, mining projects
require the evaluation of environmental impacts for air, water, vegetation,
wildlife,cultural, historical, geological, geotechnical, geochemical, soil and
socioeconomic conditions. An Environmental Impact Statement wouldbe required
before we could commence mine development or mining activities. Baseline
environmental conditions are the basis on which directand indirect impacts of
the Properties are evaluated and based on which potential mitigation measures
would be proposed. If the Propertieswere found to significantly adversely
impact the baseline conditions, we could incur significant additional costs to
avoid or mitigatethe adverse impact, and delays in the development of
Properties could result.
Permits would also be required for, among other things, storm-waterdischarge;
air quality; wetland disturbance; dam safety (for water storage and/or tailing
storage); septic and sewage; and water rightsappropriation. In addition,
compliance must be demonstrated with the Endangered Species Act and the
National Historical Preservation Act.
The mining industry is intensely competitive.
The mining industry is intensely competitive. We may be at a competitivedisadvan
tage because we must compete with other individuals and companies, many of
which have greater financial resources, operationalexperience and technical
capabilities than we do. Increased competition could adversely affect our
ability to attract necessary capitalfunding or acquire suitable producing
properties or prospects for mineral exploration in the future. We may also
encounter increasingcompetition from other mining companies in our efforts to
locate acquisition targets, hire experienced mining professionals and
acquireexploration resources.
Our future success is subject to risks inherent in the mining industry.
Our future mining operations, if any, would be subject to all of thehazards
and risks normally incident to developing and operating mining properties.
These risks include:
. insufficient ore reserves;
. fluctuations in metal prices and increase in production costs that may make mining of reserves uneconomic;
. significant environmental and other regulatory restrictions;
. labor disputes; geological problems;
. failure of underground stopes and/or surface dams;
. force majeure events; and
. the risk of injury to persons, property or the environment.
Our future profitability will be affected by changes in the pricesof metals.
If we establish reserves, and complete development of a mine, our
profitabilityand long-term viability will depend, in large part, on the market
price of gold. The market prices for metals are volatile and are affectedby
numerous factors beyond our control, including:
. global or regional consumption patterns;
. supply of, and demand for, gold and other metals;
. speculative activities;
. expectations for inflation; and,
. political and economic conditions.
9
The aggregate effect of these factors on metals prices is impossiblefor us to
predict. Decreases in metals prices could adversely affect our ability to
finance the exploration and development of our properties,which would have a
material adverse effect on our financial condition and results of operations
and cash flows. There can be no assurancethat metals prices will not decline.
The price of gold may decline in the future.If the price of gold and silver is
depressed for a sustained period, we may be forced to suspend operations until
the prices increase,and to record asset impairment write-downs. Any continued
or increased net losses or asset impairments would adversely affect our
financialcondition and results of operations.
We are subject to significant governmental regulations
.
Our operations and exploration and development activities are subjectto
extensive federal, state, and local laws and regulations governing various
matters, including:
. environmental protection;
. management and use of toxic substances and explosives;
. management of natural resources;
. exploration and development of mines, production and post-closure reclamation;
. taxation;
. labor standards and occupational health and safety, including mine safety; and
. historic and cultural preservation.
Failure to comply with applicable laws and regulations may result incivil or
criminal fines or penalties or enforcement actions, including orders issued by
regulatory or judicial authorities enjoining orcurtailing operations or
requiring corrective measures, installation of additional equipment or
remedial actions, any of which could resultin us incurring significant
expenditures. We may also be required to compensate private parties suffering
loss or damage by reason ofa breach of such laws, regulations or permitting
requirements. It is also possible that future laws and regulations, or a more
stringentenforcement of current laws and regulations by governmental
authorities, could cause additional expense, capital expenditures,
restrictionson or suspensions of any future operations and delays in the
exploration of our properties.
Changes in mining or environmental laws could increase costs andimpair our
ability to develop our properties
.
From time to time the U.S. and Mexican governments may determine torevise U.S.
or Mexican mining and environmental laws. It remains unclear to what extent
new legislation or regulations may affect existingmining claims or operations.
The effect of any such revisions on our operations cannot be determined
conclusively until such revisionis enacted; however, such legislation could
materially increase costs on properties located on federal lands, such as
ours, and such revisioncould also impair our ability to develop the Properties
and to explore and develop other mineral projects.
Mineral exploration and development inherently involves significantand
irreducible financial risks. We may suffer from the failure to find and
develop profitable mineral deposits.
The exploration for and development of mineraldeposits involves significant
financial risks, which even a combination of careful evaluation, experience
and knowledge may not eliminate.Unprofitable efforts may result from the
failure to discover mineral deposits. Even if mineral deposits are found, such
deposits may beinsufficient in quantity and quality to return a profit from
production, or it may take a number of years until production is possible,during
which time the economic viability of the project may change. Few properties
which are explored are ultimately developed into producingmines. Mining
companies rely on consultants and others for exploration, development,
construction and operating expertise.
10
Substantial expenditures are required to establishore reserves, extract metals
from ores and, in the case of new properties, to construct mining and
processing facilities. The economicfeasibility of any development project is
based upon, among other things, estimates of the size and grade of ore
reserves, proximity toinfrastructures and other resources (such as water and
power), metallurgical recoveries, production rates and capital and operating
costsof such development projects, and metals prices. Development projects are
also subject to the completion of favorable feasibility studies,issuance and
maintenance of necessary permits and receipt of adequate financing.
Once a mineral deposit is developed, whetherit will be commercially viable
depends on a number of factors, including: the particular attributes of the
deposit, such as size, gradeand proximity to infrastructure; government
regulations including taxes, royalties and land tenure; land use, importing
and exportingof minerals and environmental protection; and mineral prices.
Factors that affect adequacy of infrastructure include: reliability of
roads,bridges, power sources and water supply; unusual or infrequent weather
phenomena; sabotage; and government or other interference in themaintenance or
provision of such infrastructure. All of these factors are highly cyclical.
The exact effect of these factors cannot beaccurately predicted, but the
combination may result in not receiving an adequate return on invested capital.
Significant investment risks and operationalcosts are associated with our
exploration activities. These risks and costs may result in lower economic
returns and may adversely affectour business.
Mineral exploration, particularly for gold, involves many risks andis
frequently unproductive. If mineralization is discovered, it may take a number
of years until production is possible, during whichtime the economic viability
of the project may change.
Development projects may have no operatinghistory upon which to base estimates
of future operating costs and capital requirements. Development project items
such as estimates ofreserves, metal recoveries and cash operating costs are to
a large extent based upon the interpretation of geologic data, obtained froma
limited number of drill holes and other sampling techniques, and feasibility
studies. Estimates of cash operating costs are then derivedbased upon
anticipated tonnage and grades of ore to be mined and processed, the
configuration of the ore body, expected recovery ratesof metals from the ore,
comparable facility and equipment costs, anticipated climate conditions and
other factors. As a result, actualcash operating costs and economic returns of
any and all development projects may materially differ from the costs and
returns estimated,and accordingly, our financial condition and results of
operations may be negatively affected.
Our failure to satisfy the financial commitmentsunder the agreements
controlling our rights to explore on our current prospects could result in our
loss of those potential opportunities.
We hold all of our mineral interests underagreements and commitments that
require ongoing financial obligations, including work commitments. Our failure
to satisfy those obligationscould result in a loss of those interests. In such
an event, we would be required to recognize an impairment of the assets
currently reportedin our financial statements.
We are required to obtain government permitsto begin new operations. The
acquisition of such permits can be materially impacted by third party
litigation seeking to prevent the issuanceof such permits. The costs and
delays associated with such approvals could affect our operations, reduce our
revenues, and negativelyaffect our business as a whole
.
Mining companies are required to seek governmentalpermits for the commencement
of new operations. Obtaining the necessary governmental permits is a complex
and time-consuming process involvingnumerous jurisdictions and often involving
public hearings and costly undertakings. The duration and success of
permitting efforts arecontingent on many factors that are out of our control.
The governmental approval process may increase costs and cause delays
dependingon the nature of the activity to be permitted, and could cause us to
not proceed with the development of a mine. Accordingly, this approvalprocess
could harm our results of operations.
11
Any of our future acquisitions may result in significant risks,which may
adversely affect our business
.
An important element of our business strategyis the opportunistic acquisition
of operating mines, properties and businesses or interests therein within our
geographical area of interest.While it is our practice to engage independent
mining consultants to assist in evaluating and making acquisitions, any mining
propertiesor interests therein we may acquire may not be developed profitably
or, if profitable when acquired, that profitability might not be sustained.In
connection with any future acquisitions, we may incur indebtedness or issue
equity securities, resulting in increased interest expense,or dilution of the
percentage ownership of existing shareholders. We cannot predict the impact of
future acquisitions on the price ofour business or our Common Stock.
Unprofitable acquisitions, or additional indebtedness or issuances of
securities in connection withsuch acquisitions, may impact the price of our
Common Stock and negatively affect our results of operations.
Our ability to find and acquire new mineralproperties is uncertain.
Accordingly, our prospects are uncertain for the future growth of our business.
Because mines have limited lives based on provenand probable ore reserves, we
may seek to replace and expand our future ore reserves, if any. Identifying
promising mining propertiesis difficult and speculative. Furthermore, we
encounter strong competition from other mining companies in connection with
the acquisitionof properties producing or capable of producing gold. Many of
these companies have greater financial resources than we do. Consequently,we
may be unable to replace and expand future ore reserves through the
acquisition of new mining properties or interests therein on termswe consider
acceptable. As a result, our future revenues from the sale of gold or other
precious metals, if any, may decline, resultingin lower income and reduced
growth.
Corporate and securities laws and regulations are likely to increaseour costs.
The Sarbanes-Oxley Act of 2002 ("SOX"), which became lawin July 2002, has
impacted our corporate governance, securities disclosure and compliance
practices. In response to the requirements ofSOX, the SEC and major stock
exchanges have promulgated rules and listing standards covering a variety of
subjects. Compliance with theserules and listing standards are likely to
increase our general and administrative costs, and we expect these to continue
to increase inthe future. In particular, we are required to include the
management report on internal control as part of our annual reports pursuantto
Section 404 of SOX. We have evaluated our internal control systems in order
(i) to allow management to report on our internal controls,as required by
these laws, rules and regulations, (ii) to provide reasonable assurance that
our public disclosure will be accurate andcomplete, and (iii) to comply with
the other provisions of Section 404 of SOX. We cannot be certain as to the
timing of the completionof our evaluation, testing and remediation actions or
the impact these may have on our operations. Furthermore, there is no
precedentavailable by which to measure compliance adequacy. If we are not able
to implement the requirements relating to internal controls andall other
provisions of Section 404 in a timely fashion or achieve adequate compliance
with these requirements or other requirements ofSOX, we might become subject
to sanctions or investigation by regulatory authorities such as the SEC or
FINRA. Any such action may materiallyadversely affect our reputation,
financial condition and the value of our securities, including our Common
Stock. SOX and these otherlaws, rules and regulations have increased legal and
financial compliance costs and have made our corporate governance activities
moredifficult, time-consuming and costly.
If we fail to maintain an effective system of internal controls,we may not be
able to accurately report our financial results or prevent fraud. As a result,
current and potential shareholders couldlose confidence in our financial
reporting, this would harm our business and the trading price of our stock.
Effective internal controls are necessary for us to provide reliablefinancial
reports and effectively prevent fraud. If we cannot provide financial reports
or prevent fraud, our business reputation andoperating results could be
harmed. Inferior internal controls could also cause investors to lose
confidence in our reported financialinformation, which could have a negative
effect on the trading price of our stock.
Nevada law and our by-laws protect our directorsfrom certain types of lawsuits.
Nevada law provides that our directors will not be liable to us orour
stockholders for monetary damages for all but certain types of conduct as
directors. Our by-laws require us to indemnify our directorsand officers
against all damages incurred in connection with our business to the fullest
extent provided or allowed by law. The exculpationprovisions may have the
effect of preventing shareholders from recovering damages against our
directors caused by their negligence, poorjudgment or other circumstances. The
indemnification provisions may require us to use our assets to defend our
directors and officersagainst claims, including claims arising out of their
negligence, poor judgment, or other circumstances.
12
Opposition of the Company's exploration, development and operationalactivities
may adversely affect the Company's reputation, its ability to receive mining
rights or permits and its current or futureactivities
.
Maintaining a positive relationship with the communities in which theCompany
operates is critical to continuing successful exploration and development.
Community support for operations is a key componentof a successful exploration
or development project. Various international and national laws, codes,
resolutions, conventions, guidelinesand other materials relating to corporate
social responsibility (including rights with respect to health and safety and
the environment)may also require government consultation with communities on a
variety of issues affecting local stakeholders, including the approvalof
mining rights or permits.
The Company may come under pressure in the jurisdictions in which itexplores
or develops to demonstrate that other stakeholders benefit and will continue
to benefit from its commercial activities. Localstakeholders and other groups
may oppose the Company's current and future exploration, development and
operational activities throughlegal or administrative proceedings, protests,
roadblocks or other forms of public expression against the Company's
activities.Opposition by such groups may have a negative impact on the
Company's reputation and its ability to receive necessary mining rightsor
permits. Opposition may also require the Company to modify its exploration,
development or operational plans or enter into agreementswith local
stakeholders or governments with respect to its projects, in some cases
causing considerable project delays. Any of these outcomescould have a
material adverse effect on the Company's business, financial condition,
results of operations and Common Share price.
The title to the Company's properties could be challengedor impugned.
Although the Company has or will receive title opinions for any propertiesin
which it has a material interest, there is no guarantee that title to such
properties will not be challenged or impugned. TheCompany has not conducted
surveys of the claims in which it holds direct or indirect interests and,
therefore the precise area and locationof the properties may be in doubt. The
Company's properties may be subject to prior unregistered agreements or
transfers or nativeland claims and title may be affected by unidentified or
unknown defects. Title insurance is generally not available for mineral
propertiesand the Company's ability to ensure that it has obtained secure
claims to individual mineral properties or mining concessions maybe
constrained. A successful challenge to the Company's title to a property or to
the precise area and location of a property couldcause delays or stoppages to
the Company's exploration, development or operating activities without
reimbursement to the Company.Any such delays or stoppages could have a
material adverse effect on the Company's business, financial condition and
results ofoperations.
Risks Related to Our Stock
Future issuances of our Common Stock could dilute current shareholdersand
adversely affect the market if it develops.
We have the authority to issue up to 250,000,000 shares of common stockand 5
million shares of preferred stock and to issue options and warrants to
purchase shares of our Common Stock, without shareholderapproval. Future share
issuances are likely due to our need to raise additional working capital in
the future. Those future issuanceswill likely result in dilution to our
shareholders. In addition, we could issue large blocks of our Common Stock to
fend off unwantedtender offers or hostile takeovers without further
shareholder approval, which would not only result in further dilution to
investorsin this offering but could also depress the market value of our
Common Stock, if a public trading market develops.
We may issue preferred stock that would have rights that are preferentialto
the rights of our Common Stock that could discourage potentially beneficial
transactions to our common shareholders.
An issuance of shares of preferred stock could result in a class ofoutstanding
securities that would have preferences with respect to voting rights and
dividends and in liquidation over our Common Stockand could, upon conversion
or otherwise, have all of the rights of our Common Stock. Our Board of
Directors' authority to issue preferredstock could discourage potential
takeover attempts or could delay or prevent a change in control through
merger, tender offer, proxy contestor otherwise by making these attempts more
difficult or costly to achieve. The issuance of preferred stock could impair
the voting, dividendand liquidation rights of common stockholders without
their approval.
13
There is currently an illiquid market for our common shares, andshareholders
may be unable to sell their shares for an indefinite period of time.
There is presently an illiquid market for our common shares. Thereis no
assurance that a liquid market for our common shares will ever develop in the
United States or elsewhere, or that if such a marketdoes develop that it will
continue.
Over-the-counter stocks are subject to risks of high volatilityand price
fluctuation.
We have not applied to have our shares listed on any stock exchangeor on the
NASDAQ Capital Market, and we do not plan to do so in the foreseeable future.
The OTC market for securities has experiencedextreme price and volume
fluctuations during certain periods. These broad market fluctuations and other
factors, such as commodity pricesand the investment markets generally, as well
as economic conditions and quarterly variations in our results of operations,
may adverselyaffect the market price of our Common Stock and make it more
difficult for investors to sell their shares.
Trading in our securities is on an electronic bulletin board establishedfor
securities that do not meet NASDAQ listing requirements. As a result,
investors will find it substantially more difficult to disposeof our
securities. Investors may also find it difficult to obtain accurate
information and quotations as to the price of, our Common Stock.
Our stock price may be volatile and as a result, shareholders couldlose all or
part of their investment. The value of our shares could decline due to the
impact of any of the following factors uponthe market price of our Common
Stock:
. failure to meet operating budget;
. decline in demand for our Common Stock;
. operating results failing to meet the expectations of securities analysts or investors in any quarter;
. downward revisions in securities analysts' estimates or changes in general market conditions;
. investor perception of the mining industry or our prospects; and
. general economic trends.
In addition, stock markets have experienced extreme price and volumefluctuations
and the market prices of securities have been highly volatile. These
fluctuations are often unrelated to operating performanceand may adversely
affect the market price of our Common Stock.
Outstanding shares that are eligible for future sale could adverselyimpact a
public trading market for our Common Stock.
In the future, we may offer and sell shares without registration under the
Securities Act. All ofsuch shares will be "restricted securities" as defined
by Rule 144 ("Rule 144") under the Securities Act and cannotbe resold without
registration except in reliance on Rule 144 or another applicable exemption
from registration. Under Rule 144, our non-affiliates(who have not been
affiliates within the past 90 days) can sell restricted shares held for at
least six months, subject only to the restrictionthat we made available public
information as required by Rule 144 (which restriction is not applicable after
the shares have been heldby non-affiliates for at least 12 months). Our
affiliates can sell restricted securities after they have been held for six
months, subjectto compliance with manner of sale, volume restrictions, Form
144 filing and current public information requirements.
No prediction can be made as to the effect, if any, that future salesof
restricted shares of common stock, or the availability of such common stock
for sale, will have on the market price of our Common Stockprevailing from
time to time. Sales of substantial amounts of such common stock in the public
market, or the perception that such salesmay occur, could adversely affect the
then prevailing market price of our Common Stock.
14
Owners of our Common Stock are subject to the "penny stock"rules.
Since our shares are not listed on a national stock exchange or quotedon the
Nasdaq Market within the United States, trading in our shares on the OTC
market is subject, to the extent the market price forour shares is less than
$5.00 per share, to a number of regulations known as the "penny stock rules".
The penny stock rulesrequire a broker-dealer to deliver a standardized risk
disclosure document prepared by the SEC, to provide the customer with
additionalinformation including current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salespersonin the
transaction, monthly account statements showing the market value of each penny
stock held in the customer's account, and to makea special written
determination that the penny stock is a suitable investment for the investor
and receive the investor's writtenagreement to the transaction. To the extent
these requirements may be applicable they will reduce the level of trading
activity in thesecondary market for our shares and may severely and adversely
affect the ability of broker-dealers to sell our shares, if a publiclytraded
market develops.
We do not expect to pay cash dividends in the foreseeable future.Any return on
investment may be limited to the value of our stock.
We have never paid any cash dividends on any shares of our capitalstock, and
we do not anticipate that we will pay any dividends in the foreseeable future.
Our current business plan is to retain any futureearnings to finance the
expansion of our business. Any future determination to pay cash dividends will
be at the discretion of our Boardof Directors, and will be dependent upon our
financial condition, results of operations, capital requirements and other
factors as ourboard of directors may deem relevant at that time. If we do not
pay cash dividends, our stock may be less valuable because a return onyour
investment will only occur if our stock price appreciates.
Nevada law and our by-laws protect our directorsfrom certain types of lawsuits.
Nevada law provides that our directors will not be liable to us orour
stockholders for monetary damages for all but certain types of conduct as
directors. Our by-laws require us to indemnify our directorsand officers
against all damages incurred in connection with our business to the fullest
extent provided or allowed by law. The exculpationprovisions may have the
effect of preventing stockholders from recovering damages against our
directors caused by their negligence, poorjudgment or other circumstances. The
indemnification provisions may require us to use our assets to defend our
directors and officersagainst claims, including claims arising out of their
negligence, poor judgment, or other circumstances.
Risks Related To This Offering
The existence of outstanding options and warrants may impair ourability to
raise capital.
At December 31, 2022, there were 24,935,560shares of common stock issuable
upon the exercise of outstanding options and warrants at an average exercise
price of CDN$0.14. Duringthe life of the notes, options and warrants, the
holders are given an opportunity to profit from a rise in the market price of
our CommonStock with a resulting dilution in the interest of the other
shareholders. Our ability to obtain additional financing during the periodthe
notes, options, warrants are outstanding may be adversely affected and the
existence of the notes, options and warrants may havean effect on the price of
our Common Stock. The holders of the warrants may be expected to exercise them
at a time when we would, inall likelihood, be able to obtain any needed
capital by a new offering of securities on terms more favorable than those
provided by thewarrants.
There are trading risks for low priced stocks
.
The Common Stock is currently traded in the over-the-counter marketon the
OTC.QB quotation system maintained by the OTC Markets Group, Inc. As a
consequence, an investor could find it more difficult todispose of, or to
obtain accurate quotations as to the price of, our securities.
The Securities Enforcement and Penny Stock Reform Act of 1990 requiresadditional
disclosure, relating to the market for penny stocks, in connection with
trades in any stock defined as a penny stock. The Commissionrecently adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00per share, subject to certain exceptions.
Such exceptions include any equity security listed on NASDAQ and any equity
security issuedby an issuer that has (i) net tangible assets of at least
$2,000,000, if such issuer has been in continuous operation for three (3)
years,(ii) net tangible assets of at least $5,000,000, if such issuer has been
in continuous operation for less than three (3) years, or (iii)average annual
revenue of at least $6,000,000, if such issuer has been in continuous
operation for less than three (3) years. Unless anexception is available, the
regulations require the delivery, prior to any transaction involving a penny
stock, of a disclosure scheduleexplaining the penny stock market and the risks
associated therewith.
15
If our securities are not quoted on NASDAQ, or we do not have $2,000,000in net
tangible assets, trading in our securities will be covered by Rules 15-g-1
through 15-g-6 promulgated under the Exchange Act fornon-NASDAQ and
nonexchange listed securities. Under such rules, broker-dealers who recommend
such securities to persons other than establishedcustomers and accredited
investors must make a special written suitability determination that the penny
stock is a suitable investmentfor the purchaser and receive the purchaser's
written agreement to this transaction. Securities are exempt from these rules
if the marketprice of the Common Stock is at least $5.00 per share.
The market price of our securities could be adversely affected bysales of
registered and restricted securities.
Actualsales or the prospect of future sales of shares of our Common Stock
under Rule 144 may have a depressive effect upon the price of, andmarket for,
our Common Stock. As of December 31, 2022, 136,091,400 shares of our Common
Stock were issued and outstanding 108,290,940of these shares are "restricted
securities
" and under some circumstancesmay, in the future, be under a registration
under the Securities Act or in compliance with Rule 144 adopted under the
Securities Act.In general, under Rule 144, a person who is not and has not
been an affiliate for at least 90 days and has beneficially owned
restrictedshares of common stock for at least six months is entitled to sell
the shares provided the Company is current in filing its reports withthe SEC
or has otherwise made available current public information as defined in the
Rule; and after such person has held the sharesfor at least 12 months, is
entitled to sell the shares without restriction. Persons who are affiliates of
the Company or have been affiliatesof the Company within the past 90 days may
sell restricted securities, subject to satisfying other conditions, provided
they have ownedthe shares for at least six months and provided further that
within any three-month period, the number of shares may not exceed:
. The greater of one percent of the total number
of outstanding shares of the same class; or
. If our Common Stock is quoted on Nasdaq or a stock exchange, the average weekly
trading volume during the four calendar weeks immediately preceding the sale.
We cannot predict what effect, if any, that sales of shares of commonstock, or
the availability of these shares for sale, will have on the market prices
prevailing from time-to-time. Nevertheless, the possibilitythat substantial
amounts of common stock may be sold in the public market may adversely effect
prevailing prices for our Common Stockand could impair our ability to raise
capital in the future through the sale of equity securities.
Our ability to issue additional securities without shareholder approvalcould
have substantial dilutive and other adverse effects on existing stockholders
and investors in this offering.
We have the authority to issue additional sharesof common stock and to issue
options and warrants to purchase shares of our Common Stock without
shareholder approval. Future issuanceof common stock could be at values
substantially below the exercise price of the warrants, and therefore could
represent further substantialdilution to you as an investor in this offering.
In addition, we could issue large blocks of voting stock to fend off unwanted
tenderoffers or hostile takeovers without further shareholder approval. As of
December 31, 2022, we had issued options for 4,980,000 sharesand with vested
exercisable options to purchase up to 4,480,000 shares of common stock at a
weighted average exercise price of $0.07USD per share are currently vested,
outstanding warrants exercisable to purchase up to 24,935,560 shares of common
stock at aweighted average exercise price of CDN $0.14 per share. Exercise of
these warrants and options could have a further dilutive effect onexisting
stockholders and you as an investor.
16
Market for the Company's Common Stock and Related StockholderMatters
The Common Stock was approved for quotation on the OTC Bulletin Boardunder the
ticker symbol "AHNR" The Company's shares are now quoted on the OTC.QB of the
OTC Markets Group, Inc. In addition,since October, 2021 our Common Stock has
been approved for trading on the Canadian Securities Exchange under the symbol
"ATHA".The following sets forth the high and low trading prices on the OTC.QB
for the periods shown:
2022 2021
High Low High Low
First quarter ended March 31 $ 0.13 $ 0.08 $ 0.14 $ 0.05
Second quarter ended June 30 $ 0.10 $ 0.05 $ 0.10 $ 0.06
Third quarter ended September 30 $ 0.08 $ 0.05 $ 0.10 $ 0.07
Fourth quarter ended December 31 $ 0.08 $ 0.05 $ 0.20 $ 0.10
The closing price of the Company's common stockas of December 31, 2022 was
$0.06, as reported on the OTC.QB. The OTC.QB prices are bid and ask prices
which represent prices betweenbroker-dealers and do not include retail
mark-ups and mark-downs or any commissions to the broker-dealer. The prices do
not reflect pricesin actual transactions. As of December 31, 2022, there were
approximately 92 record owners of the Company's common stock.
The OTC.QB is a registered quotation servicethat displays real-time quotes,
last sale prices and volume information in over-the-counter (OTC) securities.
An OTC equity securitygenerally is any equity that is not listed or traded on
NASDAQ or a national securities exchange. The OTCQB is not an issuer
listingservice, market or exchange. Although the OTCQB does not have any
listing requirements, per se, to be eligible for quotation on the
OTCQB,issuers must remain current in their filings with the SEC or applicable
regulatory authority.
Trading in our Common Stock is subject to rules adopted by the SECregulating
broker dealer practices in connection with transactions in "penny stocks."
Those disclosure rules applicable to pennystocks require a broker dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules,
to deliver a standardizedrisk disclosure document prepared by the SEC. That
disclosure document advises an investor that investment in penny stocks can be
veryrisky and that the investor's salesperson or broker is not an impartial
advisor but rather paid to sell the shares. The disclosure containsfurther
warnings for the investor to exercise caution in connection with an investment
in penny stocks, to independently investigate thesecurity, as well as the
salesperson with whom the investor is working and to understand the risky
nature of an investment in this security.The broker dealer must also provide
the customer with certain other information and must make a special written
determination that thepenny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. Further,
therules require that, following the proposed transaction, the broker provide
the customer with monthly account statements containing marketinformation
about the prices of the securities.
Rules Governing Low-Price Stocks that May Affect Our Shareholders'Ability to
Resell Shares of Our Common Stock
Quotations on the OTC/QB reflect inter-dealer prices, without retailmark-up,
markdown or commission and may not reflect actual transactions. The Common
Stock may be subject to certain rules adopted by theSEC that regulate
broker-dealer practices in connection with transactions in "penny stocks".
Penny stocks generally are securitieswith a price of less than $5.00, other
than securities registered on certain national exchanges or quoted on the
Nasdaq system, providedthat the exchange or system provides current price and
volume information with respect to transaction in such securities. The
additionalsales practice and disclosure requirements imposed upon
broker-dealers may discourage broker-dealers from effecting transactions in
ourshares which could severely limit the market liquidity of the shares and
impede the sale of our shares in the secondary market.
The penny stock rules require broker-dealers, prior to a transactionin a penny
stock not otherwise exempt from the rules, to make a special suitability
determination for the purchaser to receive the purchaser'swritten consent to
the transaction prior to sale, to deliver standardized risk disclosure
documents prepared by the SEC that providesinformation about penny stocks and
the nature and level of risks in the penny stock market. The broker-dealer
must also provide the customerwith current bid and offer quotations for the
penny stock. In addition, the penny stock regulations require the
broker-dealer to deliver,prior to any transaction involving a penny stock, a
disclosure schedule prepared by the SEC relating to the penny stock market,
unlessthe broker-dealer or the transaction is otherwise exempt. A
broker-dealer is also required to disclose commissions payable to
thebroker-dealer and the registered representative and current quotations for
the securities. Finally, a broker-dealer is requiredto send monthly statements
disclosing recent price information with respect to the penny stock held in a
customer's account and informationwith respect to the limited market in penny
stocks.
17
Holders
As of the date of this prospectus, we have approximately92 shareholders of
record of the Company's common stock.
Rule 144 Shares
As of the date of this prospectus, we have 108,290,940shares of common stock
issued and outstanding that are available for resale by our shareholders to
the public under Rule 144 ofthe Securities Act. However, in the future, we may
issue shares without registration under the Securities Act in reliance upon
exemptionsfrom the registration requirements of the Securities Act, in which
event those shares would be deemed "restricted securities"and may, in the
future, become eligible for resale under Rule 144.
Effective February 15, 2008, the SEC amended Rule 144 as part of itsefforts to
facilitate public and private capital-raising and ease disclosure
requirements, particularly for smaller companies but alsofor large public
companies. Under Rule 144, as amended, a non-affiliate of an issuer is
eligible to resell restricted securities afterthey have been owned for six
months without regard to the former rules related to manner of sale, volume
limitations and the requirementto file a Form 144 with the SEC. After a
non-affiliate has owned restricted securities for one year, the amended Rule
144 eliminates therequirement that the issuer have current public information
available.
Under the amended Rule 144, affiliates of an issuer may resell restrictedsecurit
ies after the applicable six month holding period but continue to be subject
to the current public information, volume limitation,manner of sale and Form
144 filing requirements. However, the manner of sale has been amended to
permit resales through "risk listprincipal transactions", as well as "broker's
transactions". The revised Rule 144 also eliminates the manner ofsale
requirements for resale of debt securities by affiliates and increases the
volume limitations for resales of debt securities by affiliatesto an amount
not to exceed 10% of a particular tranche that such debt securities were
issued under in any three-month period.
Dividends
As of the filing of this prospectus, we have not paid any dividendsto our
shareholders. There are no restrictions which would limit our ability to pay
dividends on common equity or that are likely to doso in the future. Delaware
law prohibits us from declaring dividends where, after giving effect to the
distribution of the dividend, wewould not be able to pay our debts as they
become due in the usual course of business; or if our total assets would be
less than the sumof our total liabilities plus the amount that would be needed
to satisfy the rights of shareholders who have preferential rights superiorto
those receiving the distribution.
Transfer Agent
The transferagent and registrar for our common and preferred stock is Eqiniti,
1110 Centre Point Drive, Suite 101, Mendota Heights, MN 55120.
18
Equity Compensation Plan Information
2020 Equity Incentive Plan
The Board of Directors of the Company concluded, in order to attractand hire
key technical personnel and management as our Company grows, it will be
necessary to offer option packages in order to competeeffectively with other
companies seeking the support of these highly qualified individuals. After
careful consideration, the Board recommendedthe approval of the Company's 2020
Equity Incentive Plan as being in the best interests of Stockholders.
The 2020 Equity Incentive Plan was approved by written consent of
Stockholdersholding 75% of the Company's outstanding common stock, and was
adopted by the Board of Directors. The Company is authorized to grantrights to
acquire up to a maximum of 10,000,000 shares of common stock under the Plan.
The Plan is authorized to grant incentive stockoptions that qualify under
Section 422 of the Internal Revenue Code of 1986, as amended.
The 2020 Plan provides for the grant of (1) both incentive and nonstatutorystock
options, (2) stock bonuses, (3) rights to purchase restricted stock and (4)
stock appreciation rights (collectively, "StockAwards"). Incentive stock
options granted under the 2017 Plan are intended to qualify as "incentive
stock options" withinthe meaning of Section 422 of the Code. Nonstatutory
stock options granted under the 2020 Plan are intended not to qualify as
incentivestock options under the Code.
19
Use of Proceeds
We are registering these shares pursuant tothe registration rights granted to
the Selling Securityholders. We will not receive any proceeds from the sale or
other disposition bythe Selling Securityholders of the shares of our Common
Stock covered by this prospectus. We will receive the proceeds from the
exerciseof Warrants by the Selling Securityholders, if any. No Selling
Securityholder has made a commitment to exercise any Warrants.
20
Management's Discussion and Analysis ofFinancial Condition and Results of
Operations
We use the terms "Athena," "we," "our,"and "us" to refer to Athena Gold
Corporation and its consolidated subsidiary, Athena Minerals, Inc ("AMI").
The following discussion should be read in conjunction with our financialstateme
nts, including the notes thereto, appearing elsewhere in this Report. The
discussion of results, causes and trends should not beconstrued to imply any
conclusion that these results or trends will necessarily continue into the
future.
Forward-Looking Statements
Some of the information presented in this S-1Registration Statement includes
forward-looking statements. These forward-looking statements include, but are
not limitedto, statements that include terms such as "may," "will," "intend,"
"anticipate," "estimate,""expect," "continue," "believe," "plan," or the like,
as well as all statements thatare not historical facts. Forward-looking
statements are inherently subject to risks and uncertainties that could cause
actual resultsto differ materially from current expectations. Although we
believe our expectations are based on reasonable assumptions within the
boundsof our knowledge of our business and operations, there can be no
assurance that actual results will not differ materially from expectations.
All forward-looking statements speak only as of the date on which theyare
made. We undertake no obligation to update such statements to reflect events
that occur or circumstances that exist after the dateon which they are made.
21
Results of Operations:
Results of Operations for the Years Ended December 31, 2022and 2021
A summary of our results from operations is as follows:
Twelve Months Ended
12/31/22 12/31/21
Operating expenses
Exploration, evaluation and project expenses $ 617,262 $ 137,983
General and administrative expenses 682,512 614,478
Total operating expenses 1,299,774 752,461
Net operating loss (1,299,774 ) (752,461 )
Interest expense (463 ) (12,192 )
Gain on extinguishment of debt 0 3,880
Revaluation of warrant liability 616,579 (269,482 )
Net loss $ (683,658 ) $ (1,030,255 )
Operating expenses:
For the twelve months ending December 31, 2022, the Company increasedgeneral
and administrative expenses by approximately $69,000. The increase was due to
the following year over year variances:
Twelve months ending 12/31/2022 12/31/2021 Variance
Legal and other professional fees $ 318,000 $ 370,000 $ (52,000 )
Share based compensation 231,000 158,000 73,000
Stock exchange fees and related expenses 115,000 68,000 47,000
Other general expenses 19,000 18,000 1,000
Total $ 683,000 $ 614,000 $ 69,000
. The decrease in legal and professional fees increase is associated with the acquisition and maintenance
of the Excelsior Springs project and our listing on the Canadian Stock Exchange ("CSE") in 2021.
22
. The increase in share-based
compensation is due to the following:
On March 22, 2021, the Company issued a total of 2,000,000 non-statutory stock options to four individuals,
three of which are Directors of the Company, the other an independent technical consultant. Upon vesting, each
option is exercisable to purchase one share of common stock at a price of $0.09 per share. The options vest 50%
upon issuance, and 25% on each of the first and second anniversaries of the grant date. The Company recognized
share-based compensation expense related to the stock options of $128,000 for 2021. In addition, the Company
agreed to issue a total of 300,000 restricted stock units at a price of $0.10 per share to the independent
technical consultant helping design our 2021 exploration programs at Excelsior Springs. As such, we have recorded
stock-based compensation in the amount of $30,000, with a share-based compensation of $47,548 in 2022 and
On October 12, 2022, the Company granted 2,250,000 options pursuant to the terms
of the Company's Stock Option Plan. The Black Scholes option pricing model
was used to estimate the aggregate fair value of the October 2022 options of
$106,109 as stock-based compensation. In addition, 675,000 shares were issued to
officers and directors with a fair value of $33,750. On August 24, 2022, the
Company granted 730,000 options pursuant to the terms of the Company's Stock Option
Plan. The Black Scholes option pricing model was used to estimate the aggregate
fair value of the August 2022 options of $43,456 as stock-based compensation.
. The increase in stock
exchange fees was a result of
listing on the CSE and other
compliance reporting.
For the year ended December 31, 2022, there was a variance of approximately$479,
000 for the same period in 2021 in exploration and evaluation expenses. The
Company engaged in activities on our exploration programs,including drilling,
mapping, permitting, consulting and assay testing which has resulted in
additional exploration cost compared to 2021.
23
Other income and expense:
The revaluation of warrant liability for the twelve months endingDecember 31,
2022, is based on the following warrants that were issued as part of the
private placements as detailed in Note 4 to thefinancial statements.
Warrant date 12/31/2022 2022 initial valuation 12/31/2021 (Gain) loss on revaluation
October 2022 $ 21,266 $ 18,630 $ 0 $ (2,636 )
September 2022 115,000 100,656 0 (14,344 )
August 31, 2022 95,351 139,255 0 43,904
August 12, 2022 134,067 129,812 0 (4,255 )
April 2022 293,698 203,838 0 (89,860 )
September 2021 115,122 0 341,145 226,023
May 2021 225,316 0 683,063 457,747
Total $ 999,820 $ 592,191 $ 1,024,208 $ 616,579
Liquidity and Capital Resources:
The Company has no revenue generating operationsfrom which it can internally
generate funds. To date, the Company's ongoing operations have been financed
by the sale of its equitysecurities by way of public offerings, private
placements and the exercise of incentive stock options and share purchase
warrants. TheCompany believes that it will be able to secure additional
private placements and public financings in the future, although it
cannotpredict the size or pricing of any such financings. This situation is
unlikely to change until such time as the Company can develop abankable
feasibility study on one of its projects.
During August, Septemberand October 2022, the Company completed the private
placement of four tranches (August 12, 2022; August 31, 2022; September 14,
2022;October 28, 2022) in which we sold 8,807,700 units. We realized total
proceeds of $529,908 net of offering costs.
In April 2022 the Company completed a privateplacement in which we sold
6,250,000 units. We realized total proceeds of $394,082 net of offering costs.
On May 25, 2021 we completed a privateplacement in which we sold 6,250,000
units. We realized total proceeds of $401,823 net of offering costs.
Additionally, on September30, 2021 we completed a private placement in which
we sold 3,108,700 units. We realized total proceeds of $190,552 net of
offering costs.
Going Concern
Our financial statements have been prepared on a going concernbasis, which
assumes that we will be able to meet our obligations and continue our
operations during the next fiscal year. Asset realizationvalues may be
significantly different from carrying values as shown in our consolidated
financial statements and do not give effect toadjustments that would be
necessary to the carrying values of assets and liabilities should we be unable
to continue as a going concern.
24
Liquidity
As of December 31,2022, we had approximately $15,000 of cash and a negative
working capital of approximately $215,000. This compares to cash on hand
ofapproximately $73,000 and working capital of approximately $74,000 at
December 31, 2021.
The Company expects that it will operate ata loss for the foreseeable future
and believes the current cash and cash equivalents and working capital will be
sufficient for it tomaintain its currently held properties, fund its planned
exploration, and fund its currently anticipated general and administrative
costsfor at least the next 12 months from the date of this report.
However, the Company does expect that it willbe required to raise additional
funds through public or private equity financings in the future in order to
continue in business in thefuture past the immediate 12-month period. Should
such financing not be available in that timeframe, the Company will be
required toreduce its activities and will not be able to carry out all of its
presently planned exploration and, if warranted, development activitieson its
currently anticipated scheduling.
Capital Management
The Company's objectives when managingcapital are to safeguard the Company's
ability to continue as a going concern in order to pursue the development and
explorationof its mineral properties and to maintain a flexible capital
structure, which optimizes the costs of capital to an acceptable risk.
As of December 31, 2022, the capital structureof the Company consists of
136,091,400 shares of common stock, par value $0.0001. The Company manages the
capital structure and adjustsit in response to changes in economic conditions,
its expected funding requirements, and risk characteristics of the underlying
assets.The Company's funding requirements are based on cash forecasts. In
order to maintain or adjust the capital structure, the Companymay issue new
debt, new shares and/or consider strategic alliances. Management reviews its
capital management approach on a regular basis.The Company is not subject to
any externally imposed capital requirements.
Off Balance Sheet Arrangements
We do not engage in any activities involvingvariable interest entities or
off-balance sheet arrangements.
Critical Accounting Policies and Use ofEstimates
The preparation of financial statements inconformity with U.S. GAAP requires
us to make estimates, assumptions and judgments that affect the amounts
reported in our financialstatements. The accounting positions described below
are significantly affected by accounting estimates.
We believe that the significant estimates,assumptions and judgments used when
accounting for items and matters such as capitalized mineral rights, asset
valuations, recoverabilityof assets, asset impairments, taxes, and other
provisions were reasonable, based upon information available at the time they
were made.Actual results could differ from these estimates, making it possible
that a change in these estimates could occur in the near term.
25
DESCRIPTION OF BUSINESS
Overview
We were incorporated on December 23, 2003, in Delaware and our principalbusiness
is the acquisition and exploration of mineral resources.
In January 2021, the company's Board of Directors approved aname change from
Athena Silver Corporation, to Athena Gold Corporation. Athena Gold Corporation
("we," "our,""us," or "Athena") is engaged in the acquisition and exploration
of mineral resources. We began our mining operationsin 2010.
We entered into a Mining Lease and OptionAgreement which granted us mining
rights to the Langtry silver prospect located in San Bernardino County
California. Due to the depressedcommodities prices over the ensuing decade, we
were never able to engage in meaningful exploration efforts.
OnApril 28, 2020, Athena Silver Corporation entered into Agreement to
Terminate Lease with Option to Buy dated March 10, 2016 with Bruceand
Elizabeth Strachan, Trustees of the Bruce and Elizabeth Strachan Revocable
Living Trust dated July 25, 2007, including any and allamendments thereto
dated April 28, 2020 with respect to the Langtry Mine in California. As a
result of this termination agreement, allscheduled lease option payments due
in 2020 and beyond were considered terminated and void upon signing of the
Agreement.
In December 2009, we formed and organized a newwholly-owned subsidiary, Athena
Minerals, Inc. ("Athena Minerals") which owned and operated our mining
interests and propertiesin California. On December 31, 2020 we sold the
subsidiary to John Gibbs and/or his affiliate, a related party, in a
non-cashexchange to satisfy our more than $2.0 million debt to Mr. Gibbs which
is discussed further below and in the Notes to the ConsolidatedFinancial
Statements included in this report.
Effective December 27, 2021 ("EffectiveDate"), the Company simultaneously
executed and consummated a definitive Share Purchase Agreement (the "SPA")
withNubian Resources, Ltd. ("Nubian Resources"). The SPA was the result of a
previously disclosed Option Agreement with NubianResources dated as of
December 11, 2020, as amended by First Amendment to Option Agreement dated
November 10, 2021 (the "Option").While the Option granted the Company the
right to acquire up to a 100% interest in the mining claims comprising the
Excelsior SpringsProspect (the "Property") located in Esmerelda County,
Nevada, the Company and Nubian Resources agreed to restructure thetransaction
so that the Company purchased 100% of the issued and outstanding shares of
common stock of Nubian Resources (USA) Ltd ("NubianUSA"), a wholly-owned
subsidiary of Nubian Resources which held the Property. By purchasing 100% of
Nubian US, the Company effectivelyacquired the remaining 90% interest in the
Property, the Company having previously acquired a 10% interest in the
Property in December2020 under the terms of the Option.
The following is a summary of the terms of theSPA, which summary is qualified
in its entirety by reference to the SPA:
. The consideration paid to Nubian for 100% of the issued
and outstanding shares of Nubian US consisted of:
An aggregate of 50 million shares of Athena Gold Corp. common stock, which number includes the
5 million shares of common stock previously issued to Nubian Resources under the Option; and
A 1% Net Smelter Royalty on all production
from the Excelsior Springs Property.
. The 50 million shares issued to Nubian Resources were issued as "restricted
securities" under the Securities Act of 1933, as amended ("Securities Act"). The
Company filed a registration statement on Form S-1 registering the distribution
by Nubian of all 50 million shares to its shareholders, pro rata. Nubian
Resources had undertaken to complete the distribution of all the shares once the
S-1 registration statement has been declared effective. Notwithstanding the
fact that the S-1 registration statement was declared effective by the SEC,
Nubian Resources elected not to distribute the shares as originally agreed.
. For a period of 12 months following the Effective Date of the
SPA, or until Nubian owns less than 4.9% of the Athena issued and
outstanding shares, Nubian Resources has agreed to exercise its
voting rights with respect to such shares in a manner to support the
recommendations of the Athena Board of Directors except for (i)
voting on any proposed change in control transaction or (ii) voting
on any proposed sale of all or substantially all of the Excelsior
Property, including a property included known as Palmetto.
. Nubian is be entitled to
nominate one representative
to serve on the Athena Board of Directors.
26
Athena's agreement with Nubian Resources includes 100% ofthe 140 unpatented
claims at Excelsior Springs with two additional patented claims held under a
lease option that are subject to a 2%net smelter returns royalty on gold
production. Athena subsequently expanded the Excelsior Springs project by
staking 51 additional claimswith the BLM and purchasing the two patented
claims previously under a lease option agreement.
Excelsior Springs is our flagship project and completed a N.I.43-101 Technical
Report to support our secondary listing on the Canadian Stock Exchange that
details past work and drill programs andhighlight future exploration plans to
advance the Property.
We have not presently determined whether our mineral propertiescontain mineral
reserves that are economically recoverable.
Our primary focus going forward will be to continue evaluatingour properties,
as well as possible acquisitions of additional mineral rights and exploration,
all of which will require additional capital.
Conflicts of Interests
Magellan Gold Corporation ("Magellan") is a publicly-heldcompany under common
control. Mr. Power is our President, CEO and a director and is a former
officer and director of Magellan.John Gibbs is a significant shareholder of
both Athena and Magellan.
Silver Saddle Resources, LLC ("Silver Saddle") is a privatecompany under
common control. Mr. Power and Mr. Gibbs are significant investors and managing
members of Silver Saddle.
Athena, Magellan and Silver Saddle are exploration stage companies,and each is
involved in the business of acquisition and exploration of mineral resources.
The existence of common ownership and common management could resultin
significantly different operating results or financial position from those
that could have resulted had Athena, Magellan and SilverSaddle been
autonomous. In addition, the common ownership could result in significant
conflicts of interest both in terms of the allocationof working capital as
well as under the doctrine of corporate opportunity, since all three entities
are engaged in mineral explorationin the United States. Messrs. Power and
Gibbs have not adopted any policy or guidelines to mitigate the potential
adverse effects of theirconflicting interests between and among, Athena,
Magellan and Silver Saddle.
Investors in Athena should be cognizant that the interests of Athenamay, in
the future, be in conflict with the other activities of Athena's control
persons.
27
EXCELSIOR SPRINGS PROJECT
Excelsior Springs is Athena Gold's flagshipproperty, which is located in the
southern portion of the Walker Lane. The Excelsior Springs project has been
explored by a number ofcompanies over the past 30 years. The target is a large
tonnage, moderate grade gold deposit amenable to open pit mining. The
Companywas granted a drilling and exploration permit (the "
Drill Permit
") by the BLM at the Excelsior Springs project inEsmeralda County, Nevada (the "
Excelsior Springs Project
"). A drilling contractor was engaged and a Phase One RC drillprogram
consisting of 5,575 feet (11 holes) Reverse Circulation ("RC") drilling
program was completed in early April 2022.A Phase Two RC drill program
consisting of 2,700 feet (9 holes) was completed in October 2022. A Phase 3
drill program is planned for2023 subject to sufficient capital being raised in
2023 to complete the next drill program.
Location and Access:
The Excelsior Springs Property is locatedin the southeast part of unsurveyed
Township 5 south, Range 39 and 40 east, MDBM, Esmeralda County, Nevada,
approximately 45 miles southwestof Goldfield, Nevada. The Property is accessed
by traveling 14.5 miles (23.2 km) south of Goldfield on US highway 95 and then
turningwest onto Nevada State Route 266 at Lida Junction and proceeding west
for approximately 28.7 miles (45.9 km). Just past mile marker 12,a
county-maintained gravel road turns north and leads five miles (8 km) to the
Property. There is a locked gate at the southern edgeof the patented claims.
The Property lies on the moderately hilly south flank of the Palmetto
Mountains at an elevation of 6,000 to 8,000feet (1,829 - 2,439 m) with
moderate to heavy juniper/pinion pine cover.
The Excelsior Springs Property comprises191 unpatented mining claims and two
patented mining claims. All of the claims are held by Nubian Resources USA
("Nubian")and located on Federal Government land administered by the
Department of Interior's Bureau of Land Management ("BLM"). Athenastaked 51
new BLM claims in Q4-2022 and the remaining 140 BLM claims were acquired as
part of the original purchase of the project inDecember 2021. The two patented
claims were leased to Nubian by the owner, Christian Bramwell, of Pahrump,
Nevada until purchasedin June 2022 as further described below. The patented
claims, the Prout and Fortunatus (MS 4106), were located in 1873 and 1892,
respectively,and were patented in 1912. The patented claims have both surface
and mineral rights. Ownership of the unpatented claims gives the rightto
explore for and develop mineral resources but no surface rights.
The Property consisted of 42 "EX"and 88 "ES" contiguous, unpatented lode
mining claims covering approximately 2,884 acres (1,167 hct) and two patented
claimscovering 40 acres (16.1 hct). A separate block of ten "ES" claims
covering 202 acres (84 hct) is located approximately onemile (1.6 km)
northwest of the main block of claims.
In September and October 2022, the Company expanded the ExcelsiorSprings claim
block by staking 51 new BLM claims ES 2R - ES 38R and BL 1 - BL 32 were staked
by Nubian Resources USA Ltd.(our wholly-owned subsidiary) and filed with the
BLM in December 2022 and were assigned serial numbers NV 105804872 - NV
105804922.
The Excelsior Springs project now consists of 191 BLM unpatented claimsand 2
patented claims or approximately 3,900 acres.
Legal Ownership
On June 9, 2022, the Company entered intoan Acquisition Agreement (the
"Agreement") to purchase an undivided 100% interest in the Fortunatus and
Prout patented lodemining claims in Esmeralda County, Nevada $185,000. The
Agreement was completed in July 2022 with the following terms:
. $25,000 will be settled
in cash (Paid July 2022)
. $35,000 of the purchase price settled by the issuance of
500,000 shares of the Company's common stock (Issued); and
. $125,000 will be settled by a loan, repayable by the Company in quarterly installments of $25,000, beginning November 13, 2022
(paid), and continuing until October 13, 2023, at which time the entire remaining unpaid principal balance will be payable.
The balance on the loan as of the date of this filing is $75,000.
28
Nubian Resources Ltd (The "seller") retained a1% Net Smelter Returns Royalty
(the "NSR Royalty") on the claims it sold to Athena. One-half (0.5%) of the
NSR Royalty maybe purchased by Athena for CAD $500,000 payable to Nubian
Resources. An additional one-half (0.5%) of the NSR Royalty may be purchasedby
Athena at fair market value.
History:
The Buster Mine claim block was discovered in1872 and has been through several
periods of small-scale mining and exploration efforts. During the late 1800s
and perhaps the early1900s there was unconfirmed production from the Buster
Mine of an estimated 18,000 tons at 1.2 oz Au/ton (37.3 g/T). Little else is
knownabout work on the mine until Fernand Lemieux re-timbered the Buster shaft
in 1964 at a reported cost of $50,000 (Grant, 1986). A visualinspection of the
shaft indicated the ladders were still in good condition. Since 1964, the
Property has been explored by a numberof companies as described below:
. 1960s & 1970s - Efforts to re-timber the shafts and attempts at small scale mining
. 1986 - Great Pacific Resources (11 RC holes)
. 1988 - Lucky Hardrock JV (12 RC holes)
. 2005-2007 - Walker Lane Gold (22 RC holes)
. 2008 - Evolving Gold (8 RC holes)
. 2011-2014 - Global Geoscience and partner Osisko Mining (31 RC holes & Geophysics)
Geology and Mineralization:
The project comprises 140 unpatented and two patented lode claims
covering2,884 acres (1,167 hct). The project has had some historic, high-grade
gold production from silicified zones on the patented claims. Thesezones are
contained in several, large, intensely altered, E-W-trending shear zones in
Paleozoic siltstones and limestones. These shearzones host structurally and
lithologically controlled gold mineralization within a 3 X 1 km area of
intense clay alteration. The shearzones have been collectively named the
Excelsior Springs Shear Zone, ESSZ, and form the core of the exploration
targets on the property.
Geology and Mineralization.
The Propertylies within the Walker Lane, a regional-scale zone of
northwest-trending, strike-slip faulting. The Walker Lane hosts a significant
numberof precious metal deposits including the Comstock Lode at Virginia City,
Borealis, Aurora, Mineral Ridge, Paradise Peak, Rawhide, Tonopah,Goldfield and
the Bullfrog District. These deposits are Tertiary in age, and all have a very
strong structural control for the mineralization.However, the author has not
verified information with respect to the abovementioned deposits, and
information in this Report with respectto these deposits is not necessarily
indicative of the mineralization on the Excelsior Springs Property. The
Excelsior Springs Propertyarea contains a thick section of basal Precambrian-Cam
brian sedimentary rocks that are complexly interlayered by thrust faults
withthe Ordovician Palmetto Formation. On the Property, there are a large
number of prospect pits, small trenches and drill roads concentratedalong the
Excelsior Springs Property structural zone ("ESSZ"), a 1,000 foot-wide and
10,000 foot-long (304 m x 3,048m), east-west-trending zone of shearing and
alteration. Underground workings on the two patented claims have been the
source of the Property'sunverified, historic production, reported to be 19,200
oz Au (18,000 tons containing 1.2 oz Au/ton (37.3 g Au/T)). Assay results
forthe 84 RC holes that have been drilled on the Property show that 51 of the
holes (61 %) contain a 20-foot interval averaging 0.25g Au/T, typical cut-off
grade for Nevada open-pit gold mines. Forty of the holes (48 %) contain a
20-foot interval averaging 0.5 g Au/T,and 24 of the holes (29 %) contain a
20-foot interval averaging 1.0 g Au/T.
29
Property Geology.
The Excelsior Springs Property areacontains basal Precambrian-Cambrian
sedimentary rocks complexly interlayered by thrust faults with the Ordovician
Palmetto Formation,as seen in Figure 17 (McKee, 1985). Lithologic units shown
on the map are listed below.
Qa
- Alluvium, (Quaternary) - sand and gravel.
Tq
- Quartz porphyry and alaskite dikes, (Miocene) - Light-colored,quartz-rich
fine- grained intrusive rocks.
Opa
- Palmetto Formation, (Ordovician) - Heterogeneous mixtureof dark, thin-bedded
chert, shale, limestone and quartzites, usually in thrust fault contact with
older rocks.
Ce
- Emigrant Formation, (Cambrian) - Gray- green limey siltstonewith sandstone
interbeds. Grades upward into platy, gray, aphanitic limestone with chert
nodules, chert beds and intraformational limestoneconglomerates.
Ch
- Harkless Formation, (Cambrian) - Interbedded fine-grainedsandstone,
siliceous siltstone and thin limestone.
Miocene rhyolite and hornblende diorite dikes (Tq) occur throughoutthe
Property and are particularly abundant in the area east of the Excelsior
Springs Property. Most of the dikes are aligned parallelto the east-west to
east-northeast trends of the mineralization in the ESSZ. The quartz-rich
rhyolite dikes appear to be more closelyassociated with alteration and gold
mineralization than do the hornblende diorite dikes.
30
The 3,500 foot-thick (1,067 m), Cambrian-age (Ch) Harkless Formationseems to
be the predominant host for the alteration and mineralization and is divided
into a lower, greenish-gray quartz-rich siltstonemember and an upper
olive-gray siltstone member. Limestone layers, up to 100 feet-thick (30 m),
occur in the lower member. The Cambrian-age(Ce) Emigrant Formation overlying
the Harkless consists of a lower, multi-colored limestone-siltstone member, a
middle, greenish-grayshale member and an upper, gray, cherty limestone member.
The Emigrant Formation is about 1,300 feet-thick (396 m).
Mineralized Zones.
The east-west trending ESSZ shows stronghydrothermal alteration over an area
1,000-1,800 feet-wide (305 - 549 m) and 10,000 feet-long (3,050 m) and appears
to extend underQuaternary gravels to the west of the Buster and pit areas. In
addition to the area around the Buster shaft, there are many other
scatteredzones of anomalous gold and base metal mineralization within the
ESSZ. There are large, well developed, east-west-trending drainages tothe
north and south of the ESSZ. These drainages also contain outcrops of strongly
altered rocks that have not been closely examined.Mineralization on the claims
is hosted mostly in the Harkless Formation and the Emigrant Formation.
Mineralization occurs almost entirelyin shear zones which are characterized by
brecciation, silicification and local mylonitization. The ESSZ contains well
developed fracturesstriking east-west and well mineralized sets of north-,
northeast- and northwest-striking fractures. There are several gold-bearing
quartzveins containing galena and tetrahedrite in the shear zones that
represent a post-deformation period of mineralization. Most of the
mineralizedzones do not contain visible sulfides.
Gold mineralization is localized by the structures and occurs as veinletsand
veins. Gold also appears to occur in a disseminated form in favorable
stratigraphic units. Brecciated quartz veins are common in themineralized
zones but frequently exhibit no direct correlation with higher gold values.
Quartz-copper veins and pods of white quartz arealso brecciated and locally
re-cemented with fine-grained crystalline to chalcedonic silica. A strong
correlation between visible copperand/ or zinc oxides and carbonates and
higher-grade gold values has been noted. Cadmium and antimony values are
anomalous but somewhatrandomly distributed, and arsenic is strongly correlated
with gold values greater than 8 ppm.
EXPLORATION ACTIVITIES:
Summary
Athena has begun an initial work program for the Excelsior SpringsProperty
comprising the following:
. Data compilation and review;
. Geologic mapping and sampling of selected areas of the project;
. Acquisition and evaluation of hyperspectral satellite imagery for alteration studies;
. Refining the project's structural model for mineralization;
. Developing a 3-D, computer generated model of the Buster area mineralization;
. Creating a new set of 1:1200 scale cross sections to include all drill holes.
(a) DataCompilation.
There is a large amount of historic data generated by previous exploration
programs on the Property. Much ofthe earlier data is incomplete and weakly
documented but still useful. A new compilation of all the drilling results
including collarlocation, hole azimuth, dip, total depth and gold values has
been completed and used to construct the three-dimensional model and newcross
sections.
31
(b) Geologic Mapping and Sampling.
Approximately 20 man-days have been spent mapping in selected areas of the
project. Mapping was done on detailed color photos at ascale of 1:2,400 with a
particular focus on alteration zones and structural features. This new work is
being integrated into the existinggeologic map and will be fully digital. The
new geologic map has not been completed, but it will serve as a base layer for
showing alteration,mineralization, structures, geophysical data and drill hole
projections. In conjunction with the mapping of selected areas, the Companyhas
collected and processed 100 surface rock chip samples. Custody of these
samples was maintained by the geologists and then deliveredto American Assay
Labs in Sparks, Nevada. All samples were fire assayed for gold, and an ICP
process was used for other elements. Theassay process is described in Section
11.1 of this Report and duplicate, standard and blank samples were used.
(c) HyperspectralData.
SpecTir Imagery of Reno, Nevada provided a suite of hyperspectral images
covering the area around the project. The study showsthe alteration mineralogy
image generated by the SpecTIR data. The Buster zone clearly shows strong
kaolinite and sodium-rich illite(paragonite) alteration. The strong clay
alteration zone continues eastward to the Ridge zone (447300 E) and further
east into the ExcelsiorSprings Property area (448000 E). Further east and west
from the Buster zone the clay mineralogy becomes potassium-rich phengitealong
with muscovite.
(d) Refining the Structural Model.
Ore deposits found within the Walker Lane and particularly mineralized zones
in the ESSZ are both structurally and lithologically controlled.
(e) Three-DimensionalModel.
Geo Vector Consultants and Mountain Goat Consulting has utilized the updated
drill hole data base for the Propertyand has generated the 3-D model for the
mineralized zones. There are multiple intercepts of potentially well
mineralized material inmany of the holes, but further infill drilling is
needed to better confirm continuity of the zones between the holes.
(f) CrossSections.
Mine Development Associates ("MDA"), a division of RESPEC Inc., consultants in
Reno, generated a completeset of 1:600 scale cross sections along with a
topographic map showing all of the drill holes and mineralized intervals.
The Company was granted a drilling and explorationpermit (the "
Drill Permit
") by the BLM in December 2021 for its Excelsior Springs Project in Esmeralda
County,Nevada. The permit was amended in 2022. Athena has posted the required
reclamation bond with the BLM to secure the Drill Permit.
Athena entered into a contract with New FrontierDrilling and in April 2022
completed its maiden drill program with 11 RC holes on both the patented and
unpatented claims totaling approximately5,500 feet.
The Company updated its permit with the BLMwith additional locations and
completed a Phase 2 drill program with 9 RC holes on both the patanted and
unpatented claims totallingapproximately 2,800 feet.
32
Athena submitted the samples from the drillprogram to an independent assay lab
in Reno, Nevada for analysis.
Phase 1 RC Drilling Data and Results
Hole Intervals, Feet Azimuth Decline Gold Silver Total
2 1
ID From To Length Degrees Degrees G/T G/T Depth, Ft
DB-24 nsm 0 50 400
DB-23 140 250 110 180 50 5.15 8.9 400
includes 140 195 55 10.03 17.3
includes 140 175 35 15.35 26.5
DB-22 220 240 20 0 90 0.61 3.1 400
" 265 285 20 1.48 2.8
" 340 360 20 1.01 5.6
DB-3 215 275 60 135 50 1.10 4.0 350
BT-16 * 218 50 695
BT-15 nsm 38 50 825
BT-13 nsm 0 90 375
BT-12 nsm 180 50 350
BT-11 * 180 50 500
BT-7 110 130 20 135 50 1.11 4.0 380
BT-6 510 530 20 120 50 0.22 16.9 900
Total Drilling 5,575
nsm: no significant mineral
* assays not yet received
1
Nominal gold cut off: 0.20 g/t.
2
Minimum mineral interval of 20 feet. Minimum 20 feet waste between mineral intervals.
Maximum 20 feet waste within mineral intervals. As most spatial data is not yet available,
drill intervals are not true mineral thicknesses.
33
Phase 2
Drilling
Data and
Results
Hole Intervals, Intervals, Azimuth Decline Au Ag Au Eq Cu Pb Zn Hole
Feet Meters 4 4 4 Depth
2 2
ID From To Length From To Length Degrees Degrees G/T G/T G/T % % % Ft M
3
22-01 130 220 90 39.6 67.1 27.4 162 60 6.045 17.4 6.274 0.071 0.294 0.476 300 91.
Includes 130 165 35 39.6 50.3 10.7 10.200 30.8 10.605 0.170 0.644 1.140
255 300 45 77.7 91.4 13.7 4.970 14.40 5.159 0.070 0.821 1.003
22-02 135 185 50 41.1 56.4 15.2 197 55 4.492 27.3 4.851 0.056 0.382 0.546 300 91.
Includes 145 175 30 44.2 53.3 9.1 7.293 44.2 7.874 0.091 0.621 0.873
225 250 25 68.6 76.2 7.6 1.195 7.7 1.296 0.023 0.227 0.220
22-03 NSM 160 45 300 91.
22-04 55 75 20 16.8 22.9 6.1 135 50 0.252 6.0 0.331 0.004 0.016 0.015 400 121.
22-05 0 50 50 0.0 15.2 15.2 135 60 0.395 3.30 0.438 0.009 0.117 0.179 200 61.
145 170 25 44.2 51.8 7.6 0.646 2.96 0.000 0.006 0.049 0.048
22-06 NSM 135 50 300 91.
22-07 NSM 135 60 300 91.
22-08 NSM 135 59 300 91.
22-12 NSM 135 55 300 91.
Total 2,700 823.
Drilling
'NSM: no significant
Nominal gold cut off: 0
Minimum mineral interval of 20 feet. Minimum 20 feet waste between mineral in
Based on prices of $1775/oz Au and $
Geochemical analysis of anomalous bas
WS: West Slope Zone MB: Main Bus
Maximum 20 feet waste within mineral intervals. As most spatial data is not yet available, drill intervals are not true mineral thic
Zone
5
4 WS
4 WS
4 WS
9 MB
0 MB
4 MB
4 WS
4 WS
4 WS
0
mineral
1
.20 g/t.
2
tervals.
3
23/oz Ag
4
e metals
5
ter Zone
knesses.
Future exploration phases would be neededto precisely define depth, width,
length, tonnage and value per ton of any deposit that has been identified and
would involve:
. RC and CORE drilling. A permit is in place with the BLM and
a bond has been posted to allow for additional RC drilling.
Conduct a new gradient array IP survey that will provide data to a depth of
approximately 900 feet (274 m) and better define the southwestern chargeability zone.
. conducting metallurgical testing; and
. obtaining other pertinent technical information required
to define an ore reserve and complete a feasibility study.
Depending upon the nature of the particular deposit, future explorationphases
on the property could take one to five years or more and cost well in excess
of $1 million.
34
OTHER NON-MATERIAL PROJECTS
(a) PALMETTO PROSPECT
Nubian Resources USA, Ltd. also holds nine (9) unpatented miningclaims
covering a prospect known as Palmetto located in the Railroad Springs Mining
District in Esmeralda County, Nevada. The Companyhas no current plans to
explore the prospect and the claims are held for investment.
(b) CROW SPRINGS PROSPECT
Athena leased from an independent geologist seven unpatented miningclaims and
then staked four additional unpatented mining claims for a total of eleven
(11) claims in the Crow Springs Mining Districtlocated in Esmeralda County,
Nevada.
The Company has no current plans to explore theprospect and the claims are
held for investment.
No Proven or Probable Mineral Reserves/Exploration Stage Company
We are considered an exploration stage company under SEC criteria sincewe have
not demonstrated the existence of proven or probable mineral reserves at any
of our properties.
The SEC's Final Rule13-10570, Modernization of Property Disclosures for Mining
Registrants, became effective March 30, 2019, and rescinds SEC IndustryGuide 7
following a two-year transition period.
Under the former Industry Guide 7, the SEC defined a "reserve"as that part of
a mineral deposit which could be economically and legally extracted or
produced at the time of the reserve determination.Proven or probable mineral
reserves were those reserves for which (a) quantity is computed and (b) the
sites for inspection,sampling, and measurement are spaced so closely that the
geologic character is defined and size, shape and depth of mineral content
canbe established (proven) or the sites are farther apart or are otherwise
less adequately spaced but high enough to assume continuity betweenobservation
points (probable). Mineral Reserves could not be considered proven or probable
unless and until they are supported by a feasibilitystudy, indicating that the
mineral reserves have had the requisite geologic, technical and economic work
performed and are economicallyand legally extractable.
The final rule's amendments require disclosure of both mineralreserves and
mineral resources. Under the final rule, a mineral reserve is defined as "an
estimate of tonnage and grade or qualityof indicated and measured mineral
resources that, in the opinion of the qualified person, can be the basis of an
economically viableproject." A mineral resource is defined as "a concentration
or occurrence of material of economic interest in or on the Earth'scrust in
such form, grade or quality, and quantity that there are reasonable prospects
for economic extraction." Under the SEC'sformer disclosure requirements under
Industry Guide 7, , an assessment of the economic viability of mineral
reserves must be supportedby a final feasibility study. By contrast, the final
rule's amendments provide that a prefeasibility study, which is more limitedin
scope than a final feasibility study, will also be sufficient to support such
an assessment. As for mineral resources, their disclosureis prohibited under
former SEC guidance unless it is required under the regulations of another
jurisdiction, such as Canada. Under thefinal rule's amendments, however,
mineral resources must be disclosed and categorized as "measured" (if the
geologicalsampling is "conclusive"), "indicated" (if the geological sampling
is "adequate"), or "inferred"(if the geological sampling is "limited").
Effectively, the categorization is based on the company's confidence inits
ability to develop the mineral resources, which depends on the sampling and
testing that have been performed. The final rule'samendments also require
companies to disclose exploration results when such information would be
material to investors. Further, thedisclosures required under the final rule
must be supported by the work of a qualified person, such as a mine engineer.
When a companyfirst reports mineral reserves or resources, or makes a material
change to such disclosures, it must file a technical report summarysupporting
the disclosure. Developing this detailed disclosure information (e.g., by
using an expert) and maintaining appropriate disclosurecontrols and procedures
over it requires significant time, resources, and effort.
35
MARKETING
All of our mining operations, if successful, will produce goldin dore form or
a concentrate that contains gold.
We plan to market our refined metal and dore to credit worthybullion trading
houses, market makers and members of the London Bullion Market Association,
industrial companies and sound financial institutions.The refined metals will
be sold to end users for use in electronic circuitry, jewelry, silverware, and
the pharmaceutical and technologyindustries. Generally, the loss of a single
bullion trading counterparty would not adversely affect us due to the
liquidity of the marketsand the availability of alternative trading
counterparties.
We plan to refine and market its precious metals dore and concentratesusing a
geographically diverse group of third party smelters and refiners. The loss of
any one smelting and refining client may have amaterial adverse effect if
alternate smelters and refiners are not available. We believe there is
sufficient global capacity availableto address the loss of any one smelter.
36
GOVERNMENT REGULATION
General
Our activities are and will be subject to extensive federal, stateand local
laws governing the protection of the environment, prospecting, mine
development, production, taxes, labor standards, occupationalhealth, mine
safety, toxic substances and other matters. The costs associated with
compliance with such regulatory requirements are substantialand possible
future legislation and regulations could cause additional expense, capital
expenditures, restrictions and delays in the developmentand continued
operation of our properties, the extent of which cannot be predicted. In the
context of environmental permitting, includingthe approval of reclamation
plans, we must comply with known standards and regulations which may entail
significant costs and delays.Although we are committed to environmental
responsibility and believe we are in substantial compliance with applicable
laws and regulations,amendments to current laws and regulations, more
stringent implementation of these laws and regulations through judicial review
or administrativeaction or the adoption of new laws could have a materially
adverse effect upon our results of operations.
Federal Environmental Laws
Certain mining wastes from extraction and beneficiation of ores arecurrently
exempt from the extensive set of Environmental Protection Agency ("EPA")
regulations governing hazardous waste,although such wastes may be subject to
regulation under state law as a solid or hazardous waste. The EPA has worked
on a program to regulatethese mining wastes pursuant to its solid waste
management authority under the Resource Conservation and Recovery Act
("RCRA").Certain ore processing and other wastes are currently regulated as
hazardous wastes by the EPA under RCRA. If our future mine wastes,if any, were
treated as hazardous waste or such wastes resulted in operations being
designated as a "Superfund" site underthe Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA" or "Superfund") for
cleanup,material expenditures would be required for the construction of
additional waste disposal facilities or for other remediation expenditures.Under
CERCLA, any present owner or operator of a Superfund site or an owner or
operator at the time of its contamination generally maybe held liable and may
be forced to undertake remedial cleanup action or to pay for the government's
cleanup efforts. Such owneror operator may also be liable to governmental
entities for the cost of damages to natural resources, which may be
substantial. Additionalregulations or requirements may also be imposed upon
our future tailings and waste disposal, if any, in Nevada under the Federal
CleanWater Act ("CWA") and state law counterparts. We have reviewed and
considered current federal legislation relating to climatechange and we do not
believe it to have a material effect on our operations. Additional regulation
or requirements under any of theselaws and regulations could have a materially
adverse effect upon our results of operations.
EXCELSIOR SPRINGS PROJECT CLAIMS
The following map shows the location of the patented and unpatentedmining
claims that comprise the Excelsior Springs Project as of December 31, 2022:
37
Excelsior Springs Project - List of ES Claims
Claim Name NMC # Claimant Valid Until
1 ES 1 1045871 Nubian Resources USA Ltd. 9/1/2023
2 ES 3 1045873 Nubian Resources USA Ltd. 9/1/2023
3 ES 5 1045875 Nubian Resources USA Ltd. 9/1/2023
4 ES 7 1045877 Nubian Resources USA Ltd. 9/1/2023
5 ES 9 1045879 Nubian Resources USA Ltd. 9/1/2023
6 ES 11 1045881 Nubian Resources USA Ltd. 9/1/2023
7 ES 13 1045883 Nubian Resources USA Ltd. 9/1/2023
8 ES 15 1045885 Nubian Resources USA Ltd. 9/1/2023
9 ES 17 1045887 Nubian Resources USA Ltd. 9/1/2023
10 ES 19 1045889 Nubian Resources USA Ltd. 9/1/2023
11 ES 21 1045891 Nubian Resources USA Ltd. 9/1/2023
12 ES 23 1045893 Nubian Resources USA Ltd. 9/1/2023
13 ES 25 1045895 Nubian Resources USA Ltd. 9/1/2023
14 ES 27 1045897 Nubian Resources USA Ltd. 9/1/2023
15 ES 29 1045899 Nubian Resources USA Ltd. 9/1/2023
16 ES 31 1045901 Nubian Resources USA Ltd. 9/1/2023
17 ES 33 1045903 Nubian Resources USA Ltd. 9/1/2023
18 ES 35 1045905 Nubian Resources USA Ltd. 9/1/2023
19 ES 37 1045907 Nubian Resources USA Ltd. 9/1/2023
20 ES 39 1045909 Nubian Resources USA Ltd. 9/1/2023
21 ES 40 1045910 Nubian Resources USA Ltd. 9/1/2023
22 ES 41 1045911 Nubian Resources USA Ltd. 9/1/2023
23 ES 42 1045912 Nubian Resources USA Ltd. 9/1/2023
24 ES 43 1045913 Nubian Resources USA Ltd. 9/1/2023
25 ES 44 1045914 Nubian Resources USA Ltd. 9/1/2023
26 ES 45 1045915 Nubian Resources USA Ltd. 9/1/2023
27 ES 46 1045916 Nubian Resources USA Ltd. 9/1/2023
28 ES 47 1045917 Nubian Resources USA Ltd. 9/1/2023
29 ES 48 1045918 Nubian Resources USA Ltd. 9/1/2023
30 ES 49 1045919 Nubian Resources USA Ltd. 9/1/2023
31 ES 50 1045920 Nubian Resources USA Ltd. 9/1/2023
32 ES 51 1045921 Nubian Resources USA Ltd. 9/1/2023
33 ES 52 1045922 Nubian Resources USA Ltd. 9/1/2023
34 ES 53 1045923 Nubian Resources USA Ltd. 9/1/2023
35 ES 54 1045924 Nubian Resources USA Ltd. 9/1/2023
36 ES 55 1045925 Nubian Resources USA Ltd. 9/1/2023
37 ES 56 1045926 Nubian Resources USA Ltd. 9/1/2023
38 ES 57 1045927 Nubian Resources USA Ltd. 9/1/2023
39 ES 58 1045928 Nubian Resources USA Ltd. 9/1/2023
40 ES 59 1045929 Nubian Resources USA Ltd. 9/1/2023
41 ES 60 1045930 Nubian Resources USA Ltd. 9/1/2023
42 ES 61 1045931 Nubian Resources USA Ltd. 9/1/2023
38
Claim Name NMC# Claimant Valid Until
43 ES 62 1045932 Nubian Resources USA Ltd. 9/1/2023
44 ES 63 1045933 Nubian Resources USA Ltd. 9/1/2023
45 ES 64 1045934 Nubian Resources USA Ltd. 9/1/2023
46 ES 65 1045935 Nubian Resources USA Ltd. 9/1/2023
47 ES 66 1045936 Nubian Resources USA Ltd. 9/1/2023
48 ES 67 1045937 Nubian Resources USA Ltd. 9/1/2023
49 ES 68 1045938 Nubian Resources USA Ltd. 9/1/2023
50 ES 69 1045939 Nubian Resources USA Ltd. 9/1/2023
51 ES 70 1045940 Nubian Resources USA Ltd. 9/1/2023
52 ES 71 1045941 Nubian Resources USA Ltd. 9/1/2023
53 ES 72 1045942 Nubian Resources USA Ltd. 9/1/2023
54 ES 73 1045943 Nubian Resources USA Ltd. 9/1/2023
55 ES 74 1045944 Nubian Resources USA Ltd. 9/1/2023
56 ES 75 1045945 Nubian Resources USA Ltd. 9/1/2023
57 ES 76 1045946 Nubian Resources USA Ltd. 9/1/2023
58 ES 77 1045947 Nubian Resources USA Ltd. 9/1/2023
59 ES 78 1045948 Nubian Resources USA Ltd. 9/1/2023
60 ES 79 1045949 Nubian Resources USA Ltd. 9/1/2023
61 ES 80 1045950 Nubian Resources USA Ltd. 9/1/2023
62 ES 81 1045951 Nubian Resources USA Ltd. 9/1/2023
63 ES 82 1045952 Nubian Resources USA Ltd. 9/1/2023
64 ES 83 1045953 Nubian Resources USA Ltd. 9/1/2023
65 ES 84 1045954 Nubian Resources USA Ltd. 9/1/2023
66 ES 85 1045955 Nubian Resources USA Ltd. 9/1/2023
67 ES 86 1045956 Nubian Resources USA Ltd. 9/1/2023
68 ES 87 1045957 Nubian Resources USA Ltd. 9/1/2023
69 ES 88 1045958 Nubian Resources USA Ltd. 9/1/2023
70 ES 89 1045959 Nubian Resources USA Ltd. 9/1/2023
71 ES 90 1045960 Nubian Resources USA Ltd. 9/1/2023
72 ES 91 1045961 Nubian Resources USA Ltd. 9/1/2023
73 ES 92 1045962 Nubian Resources USA Ltd. 9/1/2023
74 ES 93 1045963 Nubian Resources USA Ltd. 9/1/2023
75 ES 94 1045964 Nubian Resources USA Ltd. 9/1/2023
76 ES 95 1045965 Nubian Resources USA Ltd. 9/1/2023
77 ES 96 1045966 Nubian Resources USA Ltd. 9/1/2023
78 ES 97 1045967 Nubian Resources USA Ltd. 9/1/2023
79 ES 98 1045968 Nubian Resources USA Ltd. 9/1/2023
80 ES 99 1045969 Nubian Resources USA Ltd. 9/1/2023
81 ES 100 1045970 Nubian Resources USA Ltd. 9/1/2023
82 ES103 1057362 Nubian Resources USA Ltd. 9/1/2023
83 ES105 1057364 Nubian Resources USA Ltd. 9/1/2023
84 ES107 1057366 Nubian Resources USA Ltd. 9/1/2023
39
Claim Name NMC# Claimant Valid Until
85 ES109 1057368 Nubian Resources USA Ltd. 9/1/2023
86 ES176 1057394 Nubian Resources USA Ltd. 9/1/2023
87 ES179 1057395 Nubian Resources USA Ltd. 9/1/2023
88 ES180 1057396 Nubian Resources USA Ltd. 9/1/2023
89 ES245 1057460 Nubian Resources USA Ltd. 9/1/2023
90 ES246 1057461 Nubian Resources USA Ltd. 9/1/2023
91 ES247 1057462 Nubian Resources USA Ltd. 9/1/2023
92 ES248 1057463 Nubian Resources USA Ltd. 9/1/2023
93 ES249 1057464 Nubian Resources USA Ltd. 9/1/2023
94 ES250 1057465 Nubian Resources USA Ltd. 9/1/2023
95 ES251 1057466 Nubian Resources USA Ltd. 9/1/2023
96 ES252 1057467 Nubian Resources USA Ltd. 9/1/2023
97 ES253 1057468 Nubian Resources USA Ltd. 9/1/2023
98 ES254 1057469 Nubian Resources USA Ltd. 9/1/2023
40
Excelsior Springs Project - List of EX Claims
Claim Name NMC # Claimant Valid Until
1 EX 1 887756 Nubian Resources USA Ltd. 9/1/2023
2 EX 2 887757 Nubian Resources USA Ltd. 9/1/2023
3 EX 3 887758 Nubian Resources USA Ltd. 9/1/2023
4 EX 4 887759 Nubian Resources USA Ltd. 9/1/2023
5 EX 5 887760 Nubian Resources USA Ltd. 9/1/2023
6 EX 6 887761 Nubian Resources USA Ltd. 9/1/2023
7 EX 7 887762 Nubian Resources USA Ltd. 9/1/2023
8 EX 8 887763 Nubian Resources USA Ltd. 9/1/2023
9 EX 9 887764 Nubian Resources USA Ltd. 9/1/2023
10 EX 10 887765 Nubian Resources USA Ltd. 9/1/2023
11 EX 11 887766 Nubian Resources USA Ltd. 9/1/2023
12 EX 12 887767 Nubian Resources USA Ltd. 9/1/2023
13 EX 13 887768 Nubian Resources USA Ltd. 9/1/2023
14 EX 14 887769 Nubian Resources USA Ltd. 9/1/2023
15 EX 20 897986 Nubian Resources USA Ltd. 9/1/2023
16 EX 21 897987 Nubian Resources USA Ltd. 9/1/2023
17 EX 22 897988 Nubian Resources USA Ltd. 9/1/2023
18 EX 23 897989 Nubian Resources USA Ltd. 9/1/2023
Claim Name NMC# Claimant Valid Until
19 EX 24 897990 Nubian Resources USA Ltd. 9/1/2023
20 EX 25 897991 Nubian Resources USA Ltd. 9/1/2023
21 EX 26 897992 Nubian Resources USA Ltd. 9/1/2023
22 EX 27 897993 Nubian Resources USA Ltd. 9/1/2023
23 EX 28 897994 Nubian Resources USA Ltd. 9/1/2023
24 EX 29 897995 Nubian Resources USA Ltd. 9/1/2023
25 EX 30 897996 Nubian Resources USA Ltd. 9/1/2023
26 EX 31 897997 Nubian Resources USA Ltd. 9/1/2023
27 EX 32 897998 Nubian Resources USA Ltd. 9/1/2023
28 EX 33 897999 Nubian Resources USA Ltd. 9/1/2023
29 EX 34 898000 Nubian Resources USA Ltd. 9/1/2023
30 EX 35 898001 Nubian Resources USA Ltd. 9/1/2023
31 EX 36 898002 Nubian Resources USA Ltd. 9/1/2023
32 EX 37 898003 Nubian Resources USA Ltd. 9/1/2023
33 EX 38 898004 Nubian Resources USA Ltd. 9/1/2023
34 EX 39 898005 Nubian Resources USA Ltd. 9/1/2023
35 EX 40 898006 Nubian Resources USA Ltd. 9/1/2023
36 EX 41 898007 Nubian Resources USA Ltd. 9/1/2023
37 EX 42 898008 Nubian Resources USA Ltd. 9/1/2023
38 EX 43 898009 Nubian Resources USA Ltd. 9/1/2023
39 EX 44 898010 Nubian Resources USA Ltd. 9/1/2023
40 EX 45 898011 Nubian Resources USA Ltd. 9/1/2023
41 EX 46 898012 Nubian Resources USA Ltd. 9/1/2023
42 EX 47 898013 Nubian Resources USA Ltd. 9/1/2023
41
Additional
Claim blocks ES 2R - ES 38R andBL 1 - BL 32 were staked by Nubian Resources
USA Ltd. in September and October 2022 and filed with the BLM in December 2022
andwere assigned serial numbers NV 105804872 - NV 105804922.
Unpatented Mining Claims: The Mining Law of 1872
Except for the Langtry Property, our mineral rights consist of leasescovering
"unpatented" mining claims created and maintained in accordance with the U.S.
General Mining Law of 1872, or the "GeneralMining Law." Unpatented mining
claims are unique U.S. property interests, and are generally considered to be
subject to greatertitle risk than other real property interests because the
validity of unpatented mining claims is often uncertain. The validity of
anunpatented mining claim, in terms of both its location and its maintenance,
is dependent on strict compliance with a complex body of federaland state
statutory and decisional law that supplement the General Mining Law. Also,
unpatented mining claims and related rights, includingrights to use the
surface, are subject to possible challenges by third parties or contests by
the federal government. In addition, thereare few public records that
definitively control the issues of validity and ownership of unpatented mining
claims. We have not filed apatent application for any of our unpatented mining
claims that are located on federal public lands in the United States and,
under possiblefuture legislation to change the General Mining Law, patents may
be difficult to obtain.
Location of mining claims under the General Mining Law, is a self-initiationsyst
em under which a person physically stakes an unpatented mining claim on public
land that is open to location, posts a location noticeand monuments the
boundaries of the claim in compliance with federal laws and regulations and
with state location laws, and files noticeof that location in the county
records and with the BLM. Mining claims can be located on land as to which the
surface was patented intoprivate ownership under the Stockraising Homestead
Act of 1916, 43 U.S.C. (s)299, but the mining claimant cannot injure, damage
ordestroy the surface owner's permanent improvements and must pay for damage
to crops caused by prospecting. Discovery of a valuable mineraldeposit, as
defined under federal law, is essential to the validity of an unpatented
mining claim and is required on each mining claimindividually. The location is
made as a lode claim for mineral deposits found as veins or rock in place, or
as a placer claim for otherdeposits. While the maximum size and shape of lode
claims and placer claims are established by statute, there are no limits on
the numberof claims one person may locate or own. The General Mining Law also
contains provision for acquiring five-acre claims of non-mineral landfor
millsite purposes. A mining operation typically is comprised of many mining
claims.
The holder of a valid unpatented mining claim has possessory titleto the land
covered thereby, which gives the claimant exclusive possession of the surface
for mining purposes and the right to mine andremove minerals from the claim.
Legal title to land encompassed by an unpatented mining claim remains in the
United States, and the governmentcan contest the validity of a mining claim.
The General Mining Law requires the performance of annual assessment work for
each claim,and subsequent to enactment of the Federal Land Policy and
Management Act of 1976, 43 U.S.C. (s)1201
et seq.
, mining claimsare invalidated if evidence of assessment work is not timely
filed with BLM. However, in 1993 Congress enacted a provision requiringpayment
of $140 per year claim maintenance fee in lieu of performing assessment work,
subject to an exception for small miners havingless than 10 claims. No royalty
is paid to the United States with respect to minerals mined and sold from a
mining claim. The currentannual maintenance fee is $165 per unpatented claim
payable to the Bureau of Land Management.
The General Mining Law provides a procedure for a qualified claimantto obtain
a mineral patent (
i.e.,
fee simple title to the mining claim) under certain conditions. It has become
much more difficultin recent years to obtain a patent. Beginning in 1994,
Congress imposed a funding moratorium on the processing of mineral patent
applicationswhich had not reached a designated stage in the patent process at
the time the moratorium went into effect. Additionally, Congress hasconsidered
several bills in recent years to repeal the General Mining Law or to amend it
to provide for the payment of royalties to theUnited States and to eliminate
or substantially limit the patent provisions of the law.
Mining claims are conveyed by deed, or leased by the claimant to theparty
seeking to develop the property. Such a deed or lease (or memorandum of it)
needs to be recorded in the real property records ofthe county where the
property is located, and evidence of such transfer needs to be filed with BLM.
It is not unusual for the grantoror lessor to reserve a royalty, which as to
precious metals often is expressed as a percentage of net smelter returns.
Patented Mining Claims
Patented mining claims, such as the two patented claims included inthe
Excelsior Springs project, are mining claims on federal lands that are held in
fee simple by the owner. No maintenancefees or royalties are payable to the
BLM; however, lease payments and royalties are payable under the operative
leases.
42
GOLD PRICES
Our operating results are substantially dependent upon the world marketprices
of silver. We have no control over gold prices, which can fluctuate widely.
The volatility of such prices is illustrated by thefollowing table, which sets
forth the high and low London Fix prices of gold (as reported by
www.kitco.com
) per ounce duringthe periods indicated:
Year High Low
2017 $ 1,346 $ 1,151
2018 $ 1,355 $ 1,178
2019 $ 1,546 $ 1,270
2020 $ 2,067 $ 1,474
2021 $ 1,943 $ 1,684
2022 $ 2,039 $ 1,628
These historical prices are not indicative of future gold prices.
43
EMPLOYEES AND CONSULTANTS
We have only one part-time employee, Mr. Power, who devotes approximately25%
of his time and attention to our business. We have agreed to pay Mr. Power
$2,500 per month for his services.
We rely heavily on the services of consulting engineers and geologists.
Management and Corporate Governance
Directors and Executive Officers
Our current executive officers and directors are:
Name Age Position
John C. Power 60 CEO, President, Secretary and Director
(1)
Brian Power 56 Director
(1)
John Hiner 73 Director
Markus Janser 54 Director
Tyler Minnick 52 CFO
__________
(1)
John C. Power and Brian Power are brothers.
John C. Power
has served as a director of Athena since its inceptionin December 2003 and has
served as Athena's President from December 2005 to December 2007 and from
January 2009 to the present andhas served as Athena's Secretary since January
2007. He has also served as director of Magellan Gold Corporation since its
formationin September 2010 until November 2020 and as an officer of Magellan
from its formation until August 2017 and from January 2018 until November2020.
Mr. Power is also a co-managing member since 2011 of Silver SaddleResources,
LLC that owns mining claims in Nevada.
From March 2010 to present, Mr. Power has severed as co-Managing Memberof Ryan
Air Exposition, LLC, a private California holding company that invests in
antique airplanes. Mr. Power has served as Presidentand director of Four
Rivers Broadcasting, Inc., a radio broadcaster, from May 1997 to March 2005
and Vice President from March 2005 tothe present. Mr. Power served as
Co-Managing Member of Wyoming Resorts, LLC, which owned and operated an
historic hotel in Thermopolis,Wyoming, from June 1997 until June 2017. Mr.
Power has been a general partner of Power Vacaville, LP a real estate
investment firm sinceJanuary 2008. Mr. Power also serves as the vice-president
and director of The Tide Community Broadcasting, Inc. since July 2012. Mr.
Powerattended, but did not receive a degree from, Occidental College and
University of California at Davis.
Brian Power
has served as an officer/director of the companysince its inception in
December 2003. He was CEO and President from December 2003 until December 2005
and currently serves as a directorof the company. From 1997 to 2014 Mr. Power
served as CEO and President of Lone Oak Vineyards, Incorporated, a real
estate/agriculturalinvestment company. From October 1998 to 2005, he was a
co-founder and managing member of Spirit of Adventure, LLC a company engagedin
the development of deep ocean exploration technologies including the
design/build of advanced manned submersibles. From 1996 throughDecember 2021
he served on the board of directors of Snuba, Incorporated, a manufacturer and
international licensor of proprietary oceandiving systems. From 2014 through
the present, Mr. Power founded and is the managing member of Asperatus LLC, a
company engaged in thedevelopment of airborne remote earth sensing
technologies and related data processing analytics. Mr. Power attended Solano
Community Collegeand the University of California at Davis.
44
John Hiner
is a director of the Company and provides his servicesto the Issuer on a
part-time basis. He has served as a director of the Issuer since March 22,
2021 and will devote approximately 10% ofhis time to the affairs of the
Issuer. As a director, he is responsible for directing and overseeing
management of the Issuer.
Mr. Hiner is a licensed geologist in the State of Washington (2002)and SME
registered member (2012) and he has an exploration history of over 45 years
with several major mining companies exploring forgeothermal energy, precious
metals and industrial minerals. He has served as a director and/or officer of
mineral exploration and miningdevelopment companies, and works as an
independent consulting geologist for mining companies. Previously, Mr. Hiner
was an officer ofGeocom Resources Inc. (from 2003 to 2013) and a director of
Red Pine Petroleum Ltd. (from 2003 to 2013), Straightup Resources Inc.
(from2017 to 2021) and Gold Basin Resources Corporation (from 2017-2021). Mr.
Hiner is currently a director of Golden Lake Exploration Inc.(since 2018).
Mr. Janser
has been a director of the Issuer since March 22,2021 and provides his
services to the Issuer on a part-time basis. He will devote approximately 5%
of his time to the affairs of the Issuer.As a director, he is responsible for
directing and overseeing management of the Issuer.
Mr. Janser has 20 years of experience as a senior executive and businessconsulta
nt in private and offshore banking, finance and investment, project
management, junior mining and exploration and property development.He was also
the founding partner of a retail textile company, a financial service group
and a property development company. Mr. Janserholds a Master of Arts in
Economics from the University of Fribourg, Switzerland (March 1994).
Currently, Mr. Janser is also a directorof Nubian Resources Ltd., a position
he has held since December 2009.
Tyler Minnick
has been the Chief Financial Officer of the Issuersince May 6, 2021 and
provides his services to the Issuer on a part-time basis. He will devote
approximately 10 hours per month of histime to the affairs of the Issuer.
Since December 2018, Mr. Minnick has acted as a Certified Public Accountant(1993
) with Grand Mesa CPAs, LLC, and from 2011 to the present he has worked for
Augusta Gold Corp. as a consultant, (formerly, BullfrogGold Corp.), and was
its Chief Financial Officer until October 2020. From May 2018 to September
2018, he was a financial reporting managerwith Bowie Resources, LLC. From
September 2014 to May 2018 Mr. Minnick acted as the Director of Finance and
Administration of the GrandJunction Regional Airport Authority. Mr. Minnick
has 11 years of experience in the mining industry.
Involvement in Certain Legal Proceedings
During the last 10 years, except as disclosed above, noneof our directors or
officers has:
a. hadany bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at thetime of
the bankruptcy or within two years prior to that time;
b. beenconvicted in a criminal proceeding or subject to a pending
criminal proceeding;
c. beensubject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanentlyor temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities;or
d. beenfound by a court of competent jurisdiction in a civil action, the
Commission or the Commodity Futures Trading Commission to have violateda
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
Our executive officers are elected at the annual meeting of our Boardof
Directors held after each annual meeting of our shareholders. Our directors
are elected at the annual meeting of our shareholders.Each director and
executive officer holds office until his successor is duly elected and
qualified, until his resignation or until heis removed in the manner provided
by our by-laws.
45
Family Relationships
John C. Power and Brian Power are brothers. There do not exist anyarrangements
or understandings between any director and any other person pursuant to which
any director was elected as such.
Director Independence
Our shares of Common Stock is listed on the OTC Market Inc.'sOTCQB and OTC
Pinks inter-dealer quotation systems, which does not have director
independence requirements. Nevertheless, for purposesof determining director
independence, we have applied the definition set forth in NASDAQ Rule
4200(a)(15). The following directorsare considered "independent" as defined
under Rule 4200(a)(15): None. John C. Power and Brian Power would not be
considered"independent" under the NASDAQ rule due to the fact that John C.
Power is an officer and Brian Power is John C. Power'sbrother.
Board Meetings
During the years ended December 31, 2021 and2022 our Board held several
meetings but all official actions were taken by unanimous written consent.
Committees of the Board of Directors
We currently do not have standing audit, compensationor nominating committees
of the Board of Directors. We plan to form audit, compensation and nominating
committees when it is necessaryto do so to comply with federal securities laws
or to meet listing requirements of a stock exchange or the Nasdaq Capital
Market.
Compliance with Section 16(a), Beneficial Ownership
Section 16(a) of the Exchange Act requires the Company's officersand
directors, and persons who own more than 10% of the Shares, to file reports of
ownership and changes of ownership of such securitieswith the SEC.
Based solely on a review of the reports received by the SEC, the Companybelieves
that, during the fiscal year ended December 31, 2021, the Company's officers,
directors and greater than 10% owners timelyfiled all reports they were
required to file under Section 16(a).
Code of Ethics
We have adopted a Code of Ethics that apples to,among other persons, our
company's principal executive officer, as well as persons performing similar
functions. As adopted, ourCode of Ethics sets forth written guidelines to
promote:
. honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional relationships;
. full, fair, accurate, timely and understandable disclosure in all reports and documents that we file with, or submit to,
the SEC and in other public communications made by us that are within the executive officer's area of responsibility;
. compliance with applicable governmental
laws, rules and regulations;
. the prompt internal reporting
of violations of the Code; and
. accountability for adherence to the Code.
Our Code of Ethics has been filed with the SEC as Exhibit 14 to ourAnnual
Report on Form 10-KSB for the fiscal year ended December 31, 2006, as filed
with the SEC on April 24, 2007. We will provide a copyof the Code of Ethics to
any person without charge, upon request. Requests can be sent to: Athena Gold
Corporation.
46
Executive Compensation
Director Compensation
The following table shows compensation paid toour directors (excluding
compensation included under our summary compensation table above) for service
as directors during the year endedDecember 31, 2022.
Name Fees Stock Option All Other Total
Earned or Awards Awards Compensation ($)
Paid in ($)* ($)* ($)
Cash
($)
John C. Power - $7,500 $23,580 - $31,080
Brian Power - $7,500 $23,580 - $31,080
John Hiner - $7,500 $23,580 - $31,080
Markus Janser - $7,500 $23,580 - $31,080
__________________
* Represents the aggregate grant date fair value computed in accordancewith
FASB 123.
Executive Compensation
The table below sets forth, for the last two fiscal years, the compensationearne
d by our named executive officers consisting of our chief executive officer
and chief financial officer. No other executive officerhad annual compensation
in excess of $100,000 during the last two fiscal years.
Summary Compensation Table
Nonqualified
Name and Stock Option Non-Equity Deferred All Other
Principal Salary Bonus Awards Awards Incentive Plan Compensation Compensation Total
Position Year ($) ($) ($) ($) Compensation Earnings ($) ($)
(1) (1)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
John C. Power 2022 $30,000 - $7,500 $23,580 - - - $61,080
Chief Executive Officer 2021 $30,000 - - - - - - $30,000
Tyler Minnick, 2022 - - $3,750 $11,790 - - $21,240 $36,780
Chief Financial Officer 2021 - - - - - - $9,000 $9,000
(2)
___________________________
(1) Represents the aggregate grant date fair value computed in accordancewith
FASB 123.
(2) Mr. Minnick's Other Compensation were consulting fees paidfor his services
as Chief Financial Officer.
Employment Agreements
We do not have any written employment agreements other than the above-referenced
consulting agreement with any of our executive officers; nor do we have or
maintain key man life insurance on Mr. Power.
47
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth the stock options granted to ournamed executive
officers during the year, as of December 31, 2022.
Option Awards Stock Awards
Number of Number of Number of
Securities Securities Shares
Underlying Underlying or Units
Unexercised Unexercised of Stock
Options: Options: Option that Have
(#) (#) Exercise Expiration Not
Name Exercisable Unexercisable Price ($) Date Vested (#)
John C. Power 500,000 0 $ 0.06 10/12/2032 0
Brian Power 500,000 0 $ 0.06 10/12/2032 0
John Hiner 500,000 0 $ 0.06 10/12/2032 0
Markus Janser 500,000 0 $ 0.06 10/12/2032 0
Tyler Minnick 250,000 0 $ 0.06 10/12/2032 0
Expense Reimbursement
We will reimburse our officers and directors forreasonable expenses incurred
during the course of their performance.
Retirement Plans and Benefits
None.
Indemnification of Directors and Officers
Our bylaws contain provisions that limit the liability of our directorsfor
monetary damages to the fullest extent permitted by Delaware law.
Consequently, our directors will not be personally liable to usor our
stockholders for monetary damages for any breach of fiduciary duties as
directors, except liability for:
. any breach of the director's duty of
loyalty to us or our stockholders,
. any act or omission not in good faith or that involves
intentional misconduct or a knowing violation of law,
. unlawful payments of dividends or unlawful stock repurchases or redemptions
as provided in Section 174 of the Delaware General Corporation Law, or
. any transaction from which the director
derived an improper personal benefit.
Our bylaws provide that we are required to indemnify our directorsand
executive officers to the fullest extent permitted by Delaware law. Any repeal
of or modification to our restated certificate of incorporationor bylaws may
not adversely affect any right or protection of a director or executive
officer for or with respect to any acts or omissionsof such director or
executive officer occurring prior to such amendment or repeal. Our bylaws also
provide that we may advance expensesincurred by a director or executive
officer in advance of the final disposition of any action or proceeding, and
permit us to secure insuranceon behalf of any officer, director, employee or
other agent for any liability arising out of his or her actions in that
capacity regardlessof whether we would otherwise be permitted to indemnify him
or her under the provisions of Delaware law. We believe that these bylaw
provisionsare necessary to attract and retain qualified persons as directors
and officers.
The limitation of liability and indemnification provisions in our bylawsmay
discourage stockholders from bringing a lawsuit against our directors for
breach of their fiduciary duty. They may also reduce thelikelihood of
derivative litigation against our directors and executive officers, even
though an action, if successful, might benefitus and other stockholders.
Further, a stockholder's investment may be adversely affected to the extent
that we pay the costs ofsettlement and damage awards against directors and
executive officers as required by these indemnification provisions. At
present, thereis no pending litigation or proceeding involving any of our
directors, officers or employees for which indemnification is sought, andwe
are not aware of any threatened litigation that may result in claims for
indemnification.
48
Selling Shareholders and Plan of Distribution
This prospectus relates to the resale of sharesof common stock by the Selling
Securityholders set forth below. None of the Selling Securityholders have had
any material relationshipwithin the past three years with us, or any of our
predecessors or affiliates, except as specifically noted.
Except as noted in the tables below, withinthe past three years none of the
Selling Securityholders have held any position or office with us; or entered
into a material relationshipwith us.
There is no assurance that the Selling Securityholderswill sell the shares
offered by this prospectus.
The following table sets forth:
. The name of each of the
Selling Securityholders;
. The number of shares of our Common Stock owned
by each of them as of December 31, 2022;
. The number of shares offered by this prospectus
that may be sold from time to time by each of them;
. The number of shares of our Common Stock that will be beneficially
owned by each of them if all of the shares offered by them are sold;
. The percentage of the total shares outstanding that will be owned by each of them at the completion
of this offering, if the shareholder sells all of the shares included in this prospectus.
In the following table, we have calculated percentageownership by assuming
that all shares of common stock which the selling shareholder has the right to
acquire within 60 days from thedate of this prospectus upon the exercise of
options, warrants, or convertible securities are outstanding for the purpose
of calculatingthe percentage of common stock owned by such selling
shareholder. The below shares and percentages beneficially owned are based
upon136,091,400 shares outstanding on December 31, 2022.
Shares Shares Offered Shares
Beneficially Owned Beneficially Owned
As of After Offering
Offering Date
Name of Number Percent Number Number Percent
Beneficial Owner
Scotia Capital Inc. 500,000 0.37% 500,000 0 nil
ITF Gregory Steers (1) (1)
Investor Company 625,000 0.46% 625,000 0 nil
ITF Matthew Wilson (2) (2)
Haywood Securities Inc. (For 250,000 0.18% 250,000 0 nil
Benefit of client Ryan Bignold) (3) (3
Canaccord ITF Olive 625,000 0.46% 625,000 0 nil
Resource Capital Inc. (4) (4
Sentry Box 800,000 0.59% 800,000 0 nil
Pty. Ltd. (5) (5)
Newton Bell 200,000 0.15% 200,000 0 nil
Holdings Ltd (6) (6
J Sora Management 2,000,000 1.46% 2,000,000 0 nil
Services Inc. (7) (7)
Jason 2,000,000 1.46% 2,000,000 0 nil
Libenson (8) (8
Howard 620,000 0.45% 620,000 0 nil
Libenson (9) (9
Haywood Securities Inc. (For 700,000 0.51% 700,000 0 nil
Benefit of client Martin Walter) (10) (10)
National Bank Financial 625,000 0.46% 625,000 0 nil
ITF Brent Wiens (11) (11
Matthew Rees 250,000 0.18% 250,000 0 nil
(12) (12
Michael 1,250,000 0.91% 1,250,000 0 nil
J. Waring (13) (13)
John Timmons 200,000 0.15% 200,000 0 nil
(14) (14
Bryan 250,000 0.18% 250,000 0 nil
Kelenson (15) (15)
James 200,000 0.15% 200,000 0 nil
Barnett (16) (16)
Canaccord Genuity 1,000,000 0.73% 1,000,000 0 nil
Corp. ITF Greg Ferron (17) (17
Haywood Securities Inc. (For Benefit 500,000 0.37% 500,000 0 nil
of client Westcan Energy Ltd.) (18) (18
PI Financial Corp 300,000 0.22% 300,000 0 nil
ITF Blaise Yerly (19) (19
Ontario 2,000,000 1.46% 2,000,000 0 nil
Corp. (20) (20)
H. Leigh 2,500,000 1.82% 2,500,000 0 nil
Severance (21) (25)
Crestmont 1,000,000 0.73% 1,000,000 0 nil
Invest. Ltd. (22) (26
49
(1) Includes warrants exercisable for two (2) years to purchase250,000
shares of common stock at an exercise price of CAD$0.12 per share
(2) Includes warrants exercisable for two (2) years to purchase312,500
shares of common stock at an exercise price of CAD$0.12 per share
(3) Includes warrants exercisable for two (2) years to purchase125,000
shares of common stock at an exercise price of CAD$0.12 per share
(4) Includes warrants exercisable for two (2) years to purchase312,500
shares of common stock at an exercise price of CAD$0.12 per share
(5) Includes warrants exercisable for two (2) years to purchase400,000
shares of common stock at an exercise price of CAD$0.12 per share
(6) Includeswarrants exercisable for two (2) years to purchase 100,000
shares of common stock at an exercise price of CAD$0.12 per share
(7) Includeswarrants exercisable for two (2) years to purchase 1,000,000
shares of common stock at an exercise price of CAD$0.12 per share
(8) Includeswarrants exercisable for two (2) years to purchase 1,000,000
shares of common stock at an exercise price of CAD$0.12 per share
(9) Includeswarrants exercisable for two (2) years to purchase 310,000
shares of common stock at an exercise price of CAD$0.12 per share
(10) Includeswarrants exercisable for two (2) years to purchase 350,000
shares of common stock at an exercise price of CAD$0.12 per share
(11) Includes warrants exercisable for two (2) years to purchase312,500
shares of common stock at an exercise price of CAD$0.12 per share
(12) Includes warrants exercisable for two (2) years to purchase125,000
shares of common stock at an exercise price of CAD$0.12 per share
(13) Includeswarrants exercisable for two (2) years to purchase 625,000
shares of common stock at an exercise price of CAD$0.12 per share
(14) Includeswarrants exercisable for two (2) years to purchase 100,000
shares of common stock at an exercise price of CAD$0.12 per share
(15) Includes warrants exercisable for two (2) years to purchase125,000
shares of common stock at an exercise price of CAD$0.12 per share
(16) Includes warrants exercisable for two (2) years to purchase100,000
shares of common stock at an exercise price of CAD$0.12 per share
(17) Includes warrants exercisable for two (2) years to purchase500,000
shares of common stock at an exercise price of CAD$0.12 per share
(18) Includes warrants exercisable for two (2) years to purchase250,000
shares of common stock at an exercise price of CAD$0.12 per share
(19) Includes warrants exercisable for two (2) years to purchase150,000
shares of common stock at an exercise price of CAD$0.12 per share
(20) Includes warrants exercisable for two (2) years to purchase1,000,000
shares of common stock at an exercise price of CAD$0.12 per share
(21) Includes warrants exercisable for three (3) years to purchase1,250,000
shares of common stock at an exercise price of $0.1234 per share
(22) Includes warrants exercisable for two (2) years to purchase500,000
shares of common stock at an exercise price of CAD$0.12 per share
(1) Shares not outstanding but deemed beneficially owned by virtue
of the individual's right to acquire them as of May 31, 2022.
(2) The Selling Securityholders are offering shares of our Common Stock which and underlying warrants that were issued to
them in prior transactions or are issuable upon exercise of outstanding warrants to purchase shares of our Common Stock.
Each Selling Securityholder of the Securities andany of their pledgees,
assignees and successors-in-interest may, from time to time, sell any or all
of their Securities covered herebyon the OTCQB or any other stock exchange,
market or trading facility on which the Securities are traded or in private
transactions. Thesesales may be at fixed or negotiated prices. A Selling
Securityholder may use any one or more of the following methods when selling
Securities:
. ordinary brokerage transactions and transactions
in which the broker-dealer solicits purchasers;
. block trades in which the broker-dealer will attempt to sell the Securities as agent but
may position and resell a portion of the block as principal to facilitate the transaction;
. purchases by a broker-dealer as principal and
resale by the broker-dealer for its account;
. an exchange distribution in accordance
with the rules of the applicable exchange;
. privately negotiated transactions;
. settlement of short sales;
. in transactions through broker-dealers that agree with the Selling Securityholders
to sell a specified number of such Securities at a stipulated price per security;
. through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;
. a combination of any
such methods of sale; or
. any other method permitted
pursuant to applicable law.
50
The Selling Securityholders may also sell Securities under Rule 144or any
other exemption from registration under the Securities Act of 1933, as amended
(the "Securities Act"), if available,rather than under this prospectus.
Broker-dealers engaged by the Selling Securityholders may arrange forother
brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the Selling Securityholders (or,if any
broker-dealer acts as agent for the purchaser of Securities, from the
purchaser) in amounts to be negotiated, but, except as setforth in a
supplement to this Prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliancewith FINRA Rule 2440;
and in the case of a principal transaction a markup or markdown in compliance
with FINRA IM-2440.
In connection with the sale of the Securities or interests therein,the Selling
Securityholders may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turnengage in short sales of the
Securities in the course of hedging the positions they assume. The Selling
Securityholders may also sellSecurities short and deliver these Securities to
close out their short positions, or loan or pledge the Securities to
broker-dealers thatin turn may sell these Securities. The Selling
Securityholders may also enter into option or other transactions with
broker-dealers orother financial institutions or create one or more derivative
securities which require the delivery to such broker-dealer or other
financialinstitution of Securities offered by this prospectus, which
Securities such broker-dealer or other financial institution may resell
pursuantto this prospectus (as supplemented or amended to reflect such
transaction).
The Selling Securityholders and any broker-dealers or agents that areinvolved
in selling the Securities may be deemed to be "underwriters" within the
meaning of the Securities Act in connectionwith such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the Securitiespurchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each Selling Securityholder
hasinformed the Company that it does not have any written or oral agreement or
understanding, directly or indirectly, with any person todistribute the
Securities.
The Company is required to pay certain fees and expenses incurred bythe
Company incident to the registration of the Securities. The Company has agreed
to indemnify the Selling Securityholders against certainlosses, claims,
damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus effective until the earlier of (i)the date
on which the Securities may be resold by the Selling Securityholders without
registration and without regard to any volume ormanner-of-sale limitations by
reason of Rule 144, without the requirement for the Company to be in
compliance with the current publicinformation under Rule 144 under the
Securities Act or any other rule of similar effect or (ii) all of the
Securities have been sold pursuantto this prospectus or Rule 144 under the
Securities Act or any other rule of similar effect. The resale Securities will
be sold only throughregistered or licensed brokers or dealers if required
under applicable state securities laws. In addition, in certain states, the
resaleSecurities covered hereby may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemptionfrom
the registration or qualification requirement is available and is complied
with.
Under applicable rules and regulations under the Exchange Act, anyperson
engaged in the distribution of the resale Securities may not simultaneously
engage in market making activities with respect toour Common Stock for the
applicable restricted period, as defined in Regulation M, prior to the
commencement of the distribution. In addition,the Selling Securityholders will
be subject to applicable provisions of the Exchange Act and the rules and
regulations thereunder, includingRegulation M, which may limit the timing of
purchases and sales of our Common Stock by the Selling Securityholders or any
other person.Because the Selling Securityholders may be deemed to be
"underwriters" within the meaning of the Securities Act, they will besubject
to the prospectus delivery requirements of the Securities Act.
51
Security Ownership ofCertain Beneficial Owners, Management and Related
Stockholder Matters
The following table sets forth information with respect to beneficialownership
of our Common Stock by:
. each person who beneficially owns more than 5% of our Common Stock;
. each of our named executive officers;
. each of our directors; and
. all named executive officers and directors as a group.
The following table shows the number of sharesowned as of December 31, 2022
and the percentage of outstanding common stock owned as of that date. Each
person has sole votingand investment power with respect to the shares shown,
except as noted.
Name and Address of Amount Ownership as a
Beneficial Owner and Nature of Percentage of
(1) Beneficial Outstanding
Ownership Common Shares
(2) (3)
John C. Power (4) 10,523,238 7.69%
Brian Power (5) 1,850,000 1.35%
John Hiner (5) 1,150,000 0.84%
Markus Janser (5) 1,150,000 0.84%
Tyler Minnick(6) 575,000 0.42%
All officers and directors as a group (five persons) 15,248,238 11.14%
Nubian Resources, Ltd. 50,000,000 36.74%
2526 Yale Court
Abbostford, BC V2S 8G9
John Gibbs (7) 40,589,470 28.48%
807 Wood N Creek
Ardmore, OK 73041
(1) Unless otherwise stated, address is 2010A
Harbison Drive # 312, Vacaville, CA 95687.
(2) Under SEC Rules, we include in the number of shares owned by each person
the number of shares issuable under outstanding options or warrants
if those options or warrants are exercisable within 60 days of the date
of this prospectus. In calculating percentage ownership, we calculate
the ownership of each person who owns exercisable options by adding (i)
the number of exercisable options for that person only to (ii) the
number of total shares outstanding and dividing that result into (iii)
the total number of shares and exercisable options owned by that person.
(3) Shares and percentages beneficially owned are based upon
136,091,400 shares outstanding on December 19, 2022.
(4) Includes 300,000 warrants and 500,000 options.
(5) Includes 1,000,000 options.
(6) Includes 250,000 options.
(7) Includes 5,655,000 shares owned by
TriPower Resources, Inc., of which John
D. Gibbs is President and controlling
shareholder; includes 500,000 shares
owned by Redwood Microcap Fund, of which
Mr. Gibbs is a control person; and
includes Warrants exercisable to purchase
6,435,202 shares of Common Stock.
52
Certain Relationshipsand Related Party Transactions and Director Independence
The following is a summary of transactionsor proposed transactions in which
the amount involved exceeds the lesser of $120,000 or 1% of the average of our
total assets at year-endfor the last two completed fiscal years in which any
of our directors, executive officers or beneficial holders of more than 5% of
theoutstanding shares of our Common Stock, or any of their respective
relatives, spouses, associates or affiliates, has had or will haveany direct
or material indirect interest.
Conflicts of Interests
Magellan Gold Corporation ("Magellan")is a company under common control. Mr.
John Power is a significant shareholder of both Athena and Magellan and an
officer and directorof Athena. Mr. John Gibbs is a significant shareholder in
both Athena and Magellan. Athena and Magellan are both involved in the
businessof acquisition and exploration of mineral resources.
Silver Saddle Resources, LLC ("SilverSaddle") is also a company under common
control. Mr. Power and Mr. Gibbs are the owners and managing members of Silver
Saddle.Athena and Silver Saddle are both involved in the business of
acquisition and exploration of mineral resources.
There exists no arrangement or understandingwith respect to the resolution of
future conflicts of interest. The existence of common ownership and common
management could resultin significantly different operating results or
financial position from those that could have resulted had Athena, Magellan
and SilverSaddle been autonomous.
Management Fees - Related Parties
The Company is subject to a month-to-monthmanagement agreement with Mr. Power
requiring a monthly payment of $2,500 as consideration for the day-to-day
management of Athena. Foreach of the twelve months ended December 31, 2022 and
2021, a total of $30,000 was recorded as management fees and are included in
generaland administrative expenses in the accompanying consolidated statements
of operations.
On January 1, 2021, the Company agreed to convertthe $96,500 balance of
management fees due Mr. Power into 2,144,444 shares of common stock at a price
of $0.045 per share.
Sales of Common Stock - Related Parties
On May 25, 2021 the Company sold 2,200,000units in its private placement at a
price of CAD$0.08 to Mr. Gibbs, realizing net proceeds of $144,848. During the
same private placement,Mr. Power purchased 300,000 units realizing net
proceeds of $19,752.
On January 15, 2021 the Company sold 250,000shares of common stock at a price
of $0.03 per share in a private placement to Mr. Gibbs, realizing total
proceeds of $7,500.
53
Description of Securities
We are authorized to issueup to 250,000,000 shares of $.0001 par value common
stock and 5,000,000 shares of $.0001 par value preferred stock. As of
December31, 2022, 134,916,400 shares of common stock and no shares of
preferred stock were issued and outstanding, and there were approximately92
shareholders of record.
Common Stock
Each holder of commonstock is entitled to one vote for each share held of
record. There is no right to cumulative voting of shares for the electionof
directors. The shares of common stock are not entitled to pre-emptive rights
and are not subject to redemption or assessment. Each share of common stock is
entitled to share ratably in distributions to shareholders and to receive
ratably such dividends as maybe declared by our Board of Directors out of
funds legally available therefor. Upon our liquidation, dissolution or
winding up,the holders of common stock are entitled to receive, pro-rata, our
assets which are legally available for distribution to shareholders.
Preferred Stock
We are authorized toissue up to 5,000,000 shares of $.0001 par value preferred
stock. Our preferred stock can be issued in one or more series asmay be
determined from time-to-time by our Board of Directors. In establishing a
series our Board of Directors shall give to it adistinctive designation so as
to distinguish it from the shares of all other series and classes, shall fix
the number of shares insuch series, and the preferences, rights and
restrictions thereof. All shares of any one series shall be alike in
everyparticular. Our Board of Directors has the authority, without shareholder
approval, to fix the rights, preferences, privileges andrestrictions of any
series of preferred stock including, without limitation:
* the rate of distribution,
* the price at and the terms and conditions
on which shares shall be redeemed,
* the amount payable upon shares
for distributions of any kind,
* sinking fund provisions for
the redemption of shares,
* the terms and conditions on which shares may be converted if the
shares of any series are issued with the privilege of conversion, and
* voting rights except as limited by law.
We could authorize theissuance of additional series of preferred stock which
would grant to holders preferred rights to our assets upon liquidation, the
rightto receive dividend coupons before dividends would be declared to common
shareholders, and the right to the redemption of such shares,together with a
premium, prior to the redemption to common stock. Our common shareholders
have no redemption rights. In addition,our Board could issue large blocks of
voting stock to fend off unwanted tender offers or hostile takeovers without
further shareholderapproval.
54
Anti-takeover Effects of Certain Provisions of Our Certificateof Incorporation
and Delaware Law
We are subject to Section203 of the Delaware General Corporation Law, an
anti-takeover law. In general, Section 203 prohibits a publicly held Delaware
corporationfrom engaging in a "business combination" with an "interested
stockholder" for a period of three years followingthe date the person became
an interested stockholder, unless (with certain exceptions) the "business
combination" or the transactionin which the person became an "interested
stockholder" is approved in a prescribed manner. Generally, a "businesscombinat
ion" includes a merger, asset or stock sale, or other transaction resulting in
a financial benefit to the interested stockholder. Generally, an "interested
stockholder" is a person who, together with affiliates and associates, owns
(or within three yearsprior to the determination of interested stockholder
status, did own) 15% or more of the corporation's voting stock. Theexistence
of this provision would be expected to have an anti-takeover effect with
respect to transactions not approved in advance bythe board of directors,
including discouraging takeover attempts that might result in a premium over
the market price for the sharesof common stock held by stockholders.
Transfer Agent, Warrant Agent and Registrar
Thetransfer agent and registrar for our common and preferred stock is Eqiniti,
1110 Centre Point Drive, Suite 101, Mendota Heights, MN 55120.
Reports to Shareholders
Weintend to furnish annual reports to shareholders that will include audited
financial statements reported on by our independentcertified public
accountants. In addition, we will issue unaudited quarterly or other interim
reports to shareholders, as wedeem appropriate.
55
Legal Matters
The validity of our Common Stock offered hereby will be passed uponby Clifford
L. Neuman, PC. Mr. Neuman is the beneficial owner of an aggregate of 3,030,523
shares of Common Stock of the Company.
Experts
Athena Gold Corporation's consolidatedfinancial statements for the years ended
December 31, 2022 and 2021 included in this registration statement have been
auditedby MaloneBailey, LLP, Houston, Texas, an independent registered public
accounting firm, as stated in their report, which includes anexplanatory
paragraph as to the Company's ability to continue as a going concern, and have
been so included in reliance upon thereport of said firm and their authority
as experts in accounting and auditing.
56
Where You Can Find Additional Information
We file reports and other information with the Securities and ExchangeCommission
. We have also filed a registration statement on Form S-1, including exhibits,
with the SEC with respect to the shares beingoffered in this offering. This
prospectus is part of the registration statement, but it does not contain all
of the information includedin the registration statement or exhibits. For
further information with respect to us and our Common Stock, we refer you to
the registrationstatement and to the exhibits and schedules to the
registration statement. Statements contained in this prospectus as to the
contentsof any contract or any other document referred to are not necessarily
complete, and in each instance, we refer you to the copy of thecontract or
other document filed as an exhibit to the registration statement. Each of
these statements is qualified in all respects bythis reference. You may
inspect a copy of the registration statement and other reports we file with
the Securities and Exchange Commissionwithout charge at the SEC's principal
office in Washington, D.C., and copies of all or any part of the registration
statement maybe obtained from the Public Reference Section of the SEC, 100 F
Street NE, Washington, D.C. 20549, upon payment of fees prescribed bythe SEC.
The SEC maintains an internet site that contains reports, proxy and
information statements and other information regarding registrantsthat file
electronically with the SEC. The address of the Web site is http://www.sec.gov.
The SEC's toll free investor informationservice can be reached at
1-800-SEC-0330.
You should rely only on the information contained in this documentor that we
have referred you to. We have not authorized anyone to provide you with
information that is different. This prospectus is notan offer to sell common
stock and is not soliciting an offer to buy common stock in any state where
the offer or sale is not permitted.
57
ATHENAGOLD CORPORATION
(Formerly Athena Silver Corporation)
FINANCIAL INFORMATION
TABLE OF CONTENTS
Page
Report of Independent Registered Public Accounting Firm 59
MaloneBailey, LLP, PCAOB ID 206
Consolidated Balance Sheets 60
Consolidated Statements of Operations 61
Consolidated Statements of Stockholders' Equity 62
Consolidated Statements of Cash Flows 63
Notes to Consolidated Financial Statements 64
58
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM
To the Shareholders and Board of Directors of
Athena Gold Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidatedbalance sheets of Athena Gold
Corporation and its subsidiary (collectively, the "Company") as of December
31, 2022 and 2021,and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years then ended, and the
relatednotes (collectively referred to as the "financial statements"). In our
opinion, the financial statements present fairly, inall material respects, the
financial position of the Company as of December 31, 2022 and 2021, and the
results of its operations and itscash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States
of America.
Going Concern Matter
The accompanying financial statementshave been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, theCompany has suffered recurring losses from operations
and has a net capital deficiency that raises substantial doubt about its
abilityto continue as a going concern. Management's plans in regard to these
matters are also described in Note 1. The financial statements donot include
any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibilityof the Company's management.
Our responsibility is to express an opinion on the Company's financial
statements based on ouraudits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) ("PCAOB")and are
required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicablerules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordancewith the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whetherthe financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to
have, nor werewe engaged to perform, an audit of its internal control over
financial reporting. As part of our audits we are required to obtain an
understandingof internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Company's
internalcontrol over financial reporting. Accordingly, we express no such
opinion.
Our audits included performing proceduresto assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and
performing procedures thatrespond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in
the financialstatements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well
asevaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
/s/ MaloneBailey, LLP
www.malonebailey.com
We have served as the Company's auditorsince 2011.
Houston, Texas
March 15, 2023
59
ATHENA GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS
Assets 12/31/22 12/31/21
Current assets
Cash $ 15,075 $ 72,822
Prepaid expenses 32,200 51,166
Total current assets 47,275 123,988
Other assets
Mineral Rights 6,196,114 6,000,000
Total other assets 6,196,114 6,000,000
Total assets $ 6,243,389 $ 6,123,988
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable $ 143,939 $ 50,373
Accounts payable - related party 30,006 -
Notes payable 106,210 -
Total current liabilities 280,155 50,373
Long term liabilities
Warrant liability 999,820 1,024,208
Total long term liabilities 999,820 1,024,208
Total liabilities 1,279,975 1,074,581
Stockholders' equity
Preferred stock, $ - -
.0001
par value,
5,000,000
shares authorized,
none
outstanding
Common stock - $ 13,609 11,986
0.0001
par value;
250,000,000
shares authorized,
136,091,400
and
119,858,700
issued and outstanding
Additional paid in capital 16,652,603 16,056,561
Accumulated deficit ( ) ( )
11,702,798 11,019,140
Total stockholders' equity 4,963,414 5,049,407
Total liabilities and stockholders' equity $ 6,243,389 $ 6,123,988
See accompanying notes to the financial statements.
60
ATHENA GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Twelve Months Ended
12/31/22 12/31/21
Operating expenses
Exploration, evaluation and project expenses $ 617,262 $ 137,983
General and administrative expenses 682,512 614,478
Total operating expenses 1,299,774 752,461
Net operating loss ( ) ( )
1,299,774 752,461
Interest expense ( ) ( )
463 12,192
Gain on extinguishment of debt - 3,880
Revaluation of warrant liability 616,579 ( )
269,482
Net loss $ ( ) $ ( )
683,658 1,030,255
Weighted average common shares outstanding - basic and diluted 127,608,629 65,902,198
Loss per common share - basic and diluted $ ( ) $ ( )
0.01 0.02
See accompanying notes to the financial statements.
61
ATHENA GOLD CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
Additional
Common Stock Paid In Accumulated
Shares Amount Capital Deficit Total
December 31, 2020 54,887,876 $ 5,489 $ 9,897,700 $ ( ) $ ( )
9,988,885 85,696
Conversion of management fees 2,144,444 214 96,286 - 96,500
Stock based compensation - - 158,389 - 158,389
Private placement 14,358,700 1,436 740,939 - 742,375
Warrant liability - - ( ) - ( )
754,726 754,726
Common stock issued for mineral property 45,000,000 4,500 5,845,500 - 5,850,000
Common stock issued for debt and accrued interest 3,467,680 347 72,473 - 72,820
Net loss - - - ( ) ( )
1,030,255 1,030,255
December 31, 2021 119,858,700 $ 11,986 $ 16,056,561 $ ( ) $ 5,049,407
11,019,140
December 31, 2021 119,858,700 $ 11,986 $ 16,056,561 $ ( ) $ 5,049,407
11,019,140
Stock based compensation - - 197,116 - 197,116
Shares issued for services 675,000 67 33,683 - 33,750
Private placement 15,057,700 1,506 922,484 - 923,990
Warrant liability - - ( ) - ( )
592,191 592,191
Common stock issued for mineral property 500,000 50 34,950 - 35,000
Net loss - - - ( ) ( )
683,658 683,658
December 31, 2022 136,091,400 $ 13,609 $ 16,652,603 $ ( ) $ 4,963,414
11,702,798
See accompanying notes to the financial statements.
62
ATHENA GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Twelve Months Ended
12/31/22 12/31/21
Cash flows from operating activities
Net loss $ ( ) $ ( )
683,658 1,030,255
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of debt discount - 7,324
Revaluation of warrant liability ( ) 269,482
616,579
Shares issued for services 33,750 -
Share based compensation 197,116 158,389
Gain on forgiveness of debt - ( )
3,880
Change in operating assets and liabilities:
Prepaid expense 18,966 ( )
51,166
Accounts payable 93,566 ( )
10,776
Accounts payable - related party 30,006 -
Other liabilities - 4,241
Net cash used in operating activities ( ) ( )
926,833 656,641
Cash flows from investing activities
Purchase of mineral properties ( ) -
29,214
Net cash used in investing activities ( ) -
29,214
Cash flows from financing activities
Proceeds from private placement of stock 822,890 742,375
Proceeds from related parties 101,100 12,012
Payments to related parties - ( )
33,910
Payments on notes payable ( ) -
25,690
Net cash provided by financing activities 898,300 720,477
Net increase in cash ( ) 63,836
57,747
Cash, beginning of period 72,822 8,986
Cash, end of period $ 15,075 $ 72,822
Supplemental disclosure of cash flow information
Cash paid for interest $ - $ 627
Cash paid for income taxes $ - $ -
Noncash investing and financing activities
Stock issued to payoff note payable $ 101,100 $ 51,270
Common stock issued for mineral properties $ 35,000 $ 5,850,000
Note payable for mineral property $ 131,900 $ -
Conversion of management fee payable $ - $ 96,500
Warrant liability $ 592,191 $ 754,726
Stock issued for accrued interest $ - $ 21,550
See accompanying notes to the financial statements.
63
ATHENA GOLD CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1 -
Nature of Business and Summary of Significant AccountingPolicies
Nature of Operations
Athena Gold Corporation ("we," "our," "us,"or "Athena") is engaged in the
acquisition and exploration of mineral resources. We were incorporated in
Delaware on December23, 2003 and began our mining operations in 2010.
In December 2009, we formed and organized a wholly-ownedsubsidiary, Athena
Minerals, Inc. ("Athena Minerals") which owns and operates mining interests
and property in California.On December 31, 2020 we sold the subsidiary to Mr.
John Gibbs, a related party, in a non-cash exchange.
The Company'sproperties do not have any reserves. The Company plans to conduct
exploration programs on these properties with the objective of ascertainingwheth
er any of its properties contain economic concentrations of precious and base
metals that are prospective for mining.
Basis of Presentation
We prepared these financial statements in accordancewith accounting principles
generally accepted in the United States ("GAAP").
Foreign Currency Translation
The Company is exposed to currency risk on transactionsand balances in
currencies other than the functional currency. The Company has not entered any
contracts to manage foreign exchange risk.
The functional currency of the Company is theUS dollar; therefore, the Company
is exposed to currency risk from financial assets and liabilities denominated
in Canadian dollars.
Recent Accounting Pronouncements
We do not expect the adoption of recently issuedaccounting pronouncements to
have a significant impact on our results of operations, financial position or
cash flow.
Liquidity and Going Concern
Our financial statements have been prepared ona going concern basis, which
assumes that we will be able to meet our obligations and continue our
operations during the next fiscal year.Asset realization values may be
significantly different from carrying values as shown in our consolidated
financial statements and donot give effect to adjustments that would be
necessary to the carrying values of assets and liabilities should we be unable
to continueas a going concern.
At December 31, 2022, we had not yet achievedprofitable operations and we have
accumulated losses of approximately $11,700,000 since our inception. We expect
to incur further lossesin the development of our business, all of which raise
substantial doubt about our ability to continue as a going concern. Our
abilityto continue as a going concern depends on our ability to generate
future profits and/or to obtain the necessary financing to meet ourobligations
arising from normal business operations when they come due.
64
Cash
We consider all amounts on deposit with financialinstitutions and highly
liquid investments with an original maturity of three months or less to be
cash equivalents.
Mineral Rights - Unproven
We have determined that our mining rights meetthe definition of mineral
rights, as defined by accounting standards, and are tangible assets. As a
result, our direct costs to acquireor lease mineral rights are initially
capitalized as tangible assets. Mineral rights include costs associated with:
leasing or acquiringpatented and unpatented mining claims; leasing mining
rights including lease signature bonuses, lease rental payments and advance
minimumroyalty payments; and options to purchase or lease mineral properties.
If we establish proven and probable reserves fora mineral property and
establish that the mineral property can be economically developed, mineral
rights will be amortized over the estimateduseful life of the property
following the commencement of commercial production or expensed if it is
determined that the mineral propertyhas no future economic value or if the
property is sold or abandoned. For mineral rights in which proven and probable
reserves have notyet been established, we assess the carrying values for
impairment at the end of each reporting period and whenever events or
changesin circumstances indicate that the carrying value may not be
recoverable.
The net carrying value of our mineral rights representsthe fair value at the
time the mineral rights were acquired less accumulated depletion and any
impairment losses. Proven and probablereserves have not been established for
mineral rights as of December 31, 2022.
Impairment of Long-lived Assets
We continually monitor events and changes in circumstancesthat could indicate
that our carrying amounts of long-lived assets, including mineral rights, may
not be recoverable. When such eventsor changes in circumstances occur, we
assess the recoverability of long-lived assets by determining whether the
carrying value of suchassets will be recovered through their undiscounted
expected future cash flows. If the future undiscounted cash flows are less
than thecarrying amount of these assets, we recognize an impairment loss based
on the excess of the carrying amount over the fair value of theassets.
Exploration Costs
Mineral exploration costs are expensed as incurred.When it has been determined
that it is economically feasible to extract minerals and the permitting
process has been initiated, explorationcosts incurred to further delineate and
develop the property are considered pre-commercial production costs and will
be capitalized andincluded as mine development costs in our consolidated
balance sheets.
Stock-Based Compensation
Stock-based compensation is accounted for basedon the requirements of the
Share-Based Payment Topic of ASC 718 which requires recognition in the
consolidated financial statements ofthe cost of employee and director services
received in exchange for an award of equity instruments over the period the
employee or directoris required to perform the services in exchange for the
award (presumptively, the vesting period). This ASC also requires
measurementof the cost of employee and director services received in exchange
for an award based on the grant-date fair value of the award.
The estimated fair value of each stock optionas of the date of grant was
calculated using the Black-Scholes pricing model. The Company estimates the
volatility of its common stockat the date of grant based on Company stock
price history. The Company determines the expected life based on the
simplified method giventhat its own historical share option exercise
experience does not provide a reasonable basis for estimating expected term.
The Companyuses the risk-free interest rate on the implied yield currently
available on U.S. Treasury issues with an equivalent remaining term
approximatelyequal to the expected life of the award. The Company has never
paid any cash dividends on its common stock and does not anticipate payingany
cash dividends in the foreseeable future. The shares of common stock subject
to the stock-based compensation plan shall consist ofunissued shares, treasury
shares or previously issued shares held by any subsidiary of the Company, and
such number of shares of commonstock are reserved for such purpose.
65
Fair Value of Financial Instruments
Fair value is defined as the exchange price thatwould be received for an asset
or paid to transfer a liability (an exit price) in the principal or most
advantageous market for the assetor liability in an orderly transaction
between market participants on the measurement date. There are three levels of
inputs that maybe used to measure fair value:
Level 1 - Valuation based on quoted market pricesin active markets for
identical assets and liabilities.
Level 2 - Valuation based on quoted market pricesfor similar assets and
liabilities in active markets.
Level 3 - Valuation based on unobservable inputsthat are supported by little
or no market activity, therefore requiring management's best estimate of what
market participants woulduse as fair value.
The fair value of cash, receivables and accountspayable approximates their
carrying values due to their short term to maturity. The warrant liabilities
are measured using level 3 inputs(Note 4).
Income Taxes
Income taxes are accounted for under the assetand liability method in
accordance with ASC 740, "Income Taxes". Deferred tax assets and liabilities
are recognized for thefuture tax consequences attributable to differences
between the financial carrying amounts of existing assets and liabilities and
theirrespective tax bases as well as operating loss and tax credit carry
forwards. Deferred tax assets and liabilities are measured using enactedtax
rates expected to apply to taxable income in the periods in which those
temporary differences are expected to be recovered or settled.The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactmentdate. Deferred tax assets are
reduced by a valuation allowance to the extent that the recoverability of the
asset is unlikely to be recognized.
The Company reports a liability, if any, for unrecognizedtax benefits
resulting from uncertain tax positions taken, or expected to be taken, in an
income tax return. The Company has elected toclassify interest and penalties
related to unrecognized income tax benefits, if and when required, as part of
income tax expense in thestatement of operations.
No
liability has been recorded for uncertain income tax positions, or related
interest or penalties as of December31, 2022, and December 31, 2021.
Net Loss per Common Share
The Company incurred net losses during the twelvemonths ended December 31,
2022, and 2021. At December 31, 2022 and 2021, potentially dilutive shares of
common stock representing sharesissuable on conversions of debt, options and
warrants totaling
29,915,560
and
11,623,510
, respectively, have been excluded from dilutednet loss per common share
because the impact of such inclusion would be anti-dilutive.
66
Note 2 -
Mineral Rights - Excelsior Springs
Effective December 27, 2021 ("EffectiveDate"), the Company simultaneously
executed and consummated a definitive Share Purchase Agreement (the "SPA")
with NubianResources, Ltd. ("Nubian"). The SPA was the result of a previously
disclosed Option Agreement with Nubian dated as of December11, 2020, as
amended by First Amendment to Option Agreement dated November 10, 2021 (the
"Option"). While the Option grantedthe Company the right to acquire up to a
100% interest in the mining claims comprising the Excelsior Springs Prospect
(the "Property")located in Esmerelda County, Nevada, the Company and Nubian
agreed to restructure the transaction so that the Company purchased 100% ofthe
issued and outstanding shares of common stock of Nubian Resources USA, Ltd
("Nubian USA"), a wholly-owned subsidiary ofNubian which held the Property. By
purchasing 100% of Nubian USA, the Company effectively acquired the remaining
90% interest in the Propertythrough the issuance of 45,000,000 shares, the
Company having previously acquired a 10% interest in the Property in December
2020 withthe issuance of 5,000,000 shares. The 50 million shares issued to
Nubian were issued as "restricted securities" under theSecurities Act of 1933,
as amended ("Securities Act").
The mineral property was valued at the December31, 2021, the closing date for
the SPA with a stock price of $0.13, resulting in a fair value consideration
of $
5,850,000
for the
45,000,000
shares issued. The transaction does not constitute a business combination in
accordance with ASC 805, which defines a business as an integratedset of
activities and assets capable of being conducted and managed for the purposes
of providing a return to investors or other participantsand that a business
consists of inputs and processes applied to those inputs that have the ability
to contribute to the creation of outputs.Management has determined that the
acquired assets do not contain processes sufficient to constitute a business
in accordance with ASC805. The transaction represents the acquisition of
assets in exchange for the assumption of liabilities and the issuance of
share-basedpayments.
On June 9, 2022, the Company entered into an AcquisitionAgreement (the
"Agreement") to purchase an undivided 100% interest in the Fortunatus and
Prout patented lode mining claimsin Esmeralda County, Nevada $
185,000
. The Agreement was completed in July 2022 with the following terms:
. $
25,000
will be settled in cash (Paid July 2022)
. $
35,000
of the purchase price
settled by the issuance of
500,000
shares of the Company's
common stock (Issued); and
. $
125,000
will be settled by a loan, repayable by the Company in quarterly installments
of $25,000, beginning November 13, 2022 (paid), and continuing until
October 13, 2023, at which time the entire remaining unpaid principal
balance will be payable. The balance due as of December 31, 2022 is $
100,000
.
Note 3 -
Convertible Note Payable
Effective April 1, 2015, the Company executeda convertible promissory note
(the "Note") in the principal amount of $
51,270
in favor of Clifford Neuman, the Company'slegal counsel, representing accrued
and unpaid fees for past legal services. The Note was unsecured and accrues
interest at the rate of
6
% per annum, compounded quarterly, and is due on demand. The principal and
accrued interest due under the Note may be converted, at theoption of the
holder, into shares of the Company's common stock.
On April 24, 2020, the Company agreed to reducethe conversion price from
$0.0735 per share to $0.0210 per share. All other terms of the Note remain
unchanged, and therefore did notchange the cash flows of the Note. The Company
determined the transaction was considered an extinguishment because of the
change in conversionprice in which no gain or loss was recorded according to
ASC 470-50. However, because the conversion price was reduced below the
$0.03market value on the date of the change, a beneficial conversion feature
resulted from the price reduction in the amount of $
21,973
, whichwas accounted for as a discount to the debt and a corresponding
increase in additional paid in capital. The debt discount is being amortizedon
a straight-line basis over one year to interest expense. A total of $
7,324
was amortized to interest expense during the twelve monthsended December 31,
2021
On November 30, 2021, the Company received a noticeof conversion of the Note
with a principal balance of $
51,270
and a conversion price of $
0.021
. On December 3, 2021, a total of
2,441,476
were issued. An additional
1,026,204
shares were issued for $
21,550
of accrued interest on the same Note,
none
in 2022.
67
Note 4 -
Common Stock and Warrants
During August, September and October 2022, theCompany completed the private
placement of four tranches (August 12, 2022; August 31, 2022; September 14,
2022; October 28, 2022) in whichwe sold
8,807,700
units. Each unit was priced at C$0.08 and consisted of one share of the
Company's common stock and one stock purchasewarrant granting the holder the
right to purchase one additional share of common stock at a price of C$0.12.
The warrants expire 24 monthsfrom issue date. All securities issued in
connection with the offering are subject to restrictions on resale in Canada
and the UnitedStates pursuant to applicable securities laws and the policies
of any applicable stock exchange. An additional
184,350
broker warrantswere granted along with C$
14,748
to brokers as a placement fee. We realized total proceeds of C$
689,868
net of offering costs. In June2022, the Company executed a promissory note
with John Gibbs for $
26,100
at 6% that is payable on demand as part payment for mineral propertyin escrow.
In September 2022, the Company issued
443,110
shares of common stock as a part of the private placement offering to settle$
26,100
of notes payable and $
463
of accrued interest to Mr. Gibbs.
The warrants have an exercise price in Canadiandollars while the Company's
functional currency is US dollars. Therefore, in accordance with ASU 815 -
Derivatives and Hedging,the warrants have a derivative liability value.
Tranche 1 - August 12, 2022:
The warrant liability had an initial value of$
129,812
based on
3,247,500
warrants issued. As of December 31, 2022, the warrant liability was valued at $
134,067
, resulting in a losson revaluation of warrant liability of $
4,255
based on the following assumptions:
Schedule of assumptions used
Fair value assumptions - warrant liability: 8/12/22 12/31/22
Risk free interest rate 3.25 4.41
% %
Expected term (years) 2.0 1.6
Expected volatility 132 128
% %
Tranche 2 - August 31, 2022:
The warrant liability had an initial value of$
139,255
based on
2,300,000
warrants issued. As of December 31, 2022, the warrant liability was valued at $
95,351
, resulting in a gainon revaluation of warrant liability of $
43,904
based on the following assumptions:
Schedule of assumptions used
Fair value assumptions - warrant liability: 8/31/22 12/31/22
Risk free interest rate 3.45 4.41
% %
Expected term (years) 2.0 1.7
Expected volatility 132 126
% %
68
Tranche 3 - September 14, 2022:
The warrant liability had an initial value of$
100,656
based on
2,760,200
warrants issued. As of December 31, 2022, the warrant liability was valued at $
115,000
, resulting in a losson revaluation of warrant liability of $
14,344
based on the following assumptions:
Schedule of assumptions used
Fair value assumptions - warrant liability: 9/14/22 12/31/22
Risk free interest rate 3.78 4.41
% %
Expected term (years) 2.0 1.7
Expected volatility 134 125
% %
Tranche 4 - October 28, 2022:
The warrant liability had an initial value of$
18,630
based on
500,000
warrants issued. As of December 31, 2022, the warrant liability was valued at $
21,266
, resulting in a loss onrevaluation of warrant liability of $
2,636
based on the following assumptions:
Schedule of assumptions used
Fair value assumptions - warrant liability: 10/28/22 12/31/22
Risk free interest rate 4.41 4.41
% %
Expected term (years) 2.0 1.8
Expected volatility 135 124
% %
On June 9, 2022, the Company entered into an AcquisitionAgreement (the
"Agreement") to purchase an undivided 100% interest in the Fortunatus and
Prout patented lode mining claimsin Esmeralda County, Nevada $
185,000
. The Agreement was completed in July 2022 with the following terms:
. $
25,000
will be settled in cash (Paid July 2022)
. $
35,000
of the purchase price
settled by the issuance of
500,000
shares of the Company's
common stock (Issued); and
. $
125,000
will be settled by a loan, repayable by the Company in quarterly installments of $25,000, beginning November 13, 2022
(paid), and continuing until October 13, 2023, at which time the entire remaining unpaid principal balance will be payable.
In April 2022 the Company completed a privateplacement in which we sold
6,250,000
units. Each unit was priced at C$0.08 and consisted of one share of the
Company's common stockand one stock purchase warrant granting the holder the
right to purchase one additional share of common stock at a price of C$0.15.
Thewarrants expire April 13, 2025. All securities issued in connection with
the offering are subject to restrictions on resale in Canadaand the United
States pursuant to applicable securities laws and the policies of any
applicable stock exchange. An additional
70,000
brokerwarrants were granted to a Canadian broker as a placement fee. We
realized total proceeds of $
394,082
net of offering costs. During March2022, the Company executed two promissory
notes with John Gibbs for $
50,000
and $
25,000
at 6% that is payable on demand. In April 2022,the Company issued
1,181,250
shares out of 3,375,000 shares of common stock in April 2022 at C$.08 per
share as a part of the privateplacement offering to settle $
75,000
of notes payable to Mr. Gibbs.
69
The warrants have an exercise price in Canadiandollars while the Company's
functional currency is US dollars. Therefore, in accordance with ASU 815 -
Derivatives and Hedging,the warrants have a derivative liability value.
In April 2022, the warrant liability had an initialvalue of $
203,838
. As of December 31, 2022, the warrant liability was valued at $
293,698
, resulting in a loss on revaluation of warrantliability of $
89,860
based on the following assumptions:
Schedule of assumptions used
Fair value assumptions - warrant liability: 4/13/22 12/31/22
Risk free interest rate 2.57 4.41
% %
Expected term (years) 3.0 2.3
Expected volatility 184 133
% %
During the twelve months ended December 31, 2021,we sold
14,358,700
shares of common stock in private placements realizing proceeds of $
742,375
.
On September 30, 2021, the Company completed aprivate placement in which we sold
3,108,700
units. Each unit was priced at C$0.08 and consisted of one share of the
Company's commonstock and one stock purchase warrant granting the holder the
right to purchase one additional share of common stock at a price of
C$0.15.The warrants expire May 31, 2024. All securities issued in connection
with the offering are subject to restrictions on resale in Canadaand the
United States pursuant to applicable securities laws and the policies of any
applicable stock exchange. An additional
91,000
brokerwarrants were granted to a Canadian broker as a placement fee. We
realized total proceeds of $
190,552
net of offering costs.
The warrants have an exercise price in Canadiandollars while the Company's
functional currency is US dollars. Therefore, in accordance with ASU 815 -
Derivatives and Hedging,the warrants have a derivative liability value.
At December 31, 2021, the warrant liability wasvalued at $
341,145
. As of December 31, 2022, the warrant liability was valued at $
115,122
, resulting in a gain on revaluation of warrantliability of $
226,023
based on the following assumptions:
Schedule of assumptions used
Fair value assumptions - warrant liability: 9/30/21 12/31/21 12/31/22
Risk free interest rate 0.53 0.97 4.41
% % %
Expected term (years) 2.7 2.4 1.4
Expected volatility 189 191 134
% % %
On May 25, 2021, the Company completed a privateplacement in which we sold
6,250,000
units. Each unit was priced at C$0.08 and consisted of one share of the
Company's common stockand one stock purchase warrant granting the holder the
right to purchase one additional share of common stock at a price of C$0.15.
Thewarrants expire May 31, 2024. All securities issued in connection with the
offering are subject to restrictions on resale in Canada andthe United States
pursuant to applicable securities laws and the policies of any applicable
stock exchange. An additional
173,810
brokerwarrants were granted to a Canadian broker as a placement fee. We
realized total proceeds of $
401,823
net of offering costs.
The warrants have an exercise price in Canadiandollars while the Company's
functional currency is US dollars. Therefore, in accordance with ASU 815 -
Derivatives and Hedging,the warrants have a derivative liability value.
70
At December 31, 2021, the warrant liability wasvalued at $
683,063
. As of December 31, 2022, the warrant liability was valued at $
225,316
, resulting in a gain on revaluation of warrantliability of $
457,747
based on the following assumptions:
Schedule of assumptions used
Fair value assumptions - warrant liability: 5/25/21 12/31/21 12/31/22
Risk free interest rate 0.30 0.97 4.41
% % %
Expected term (years) 3.0 2.4 1.4
Expected volatility 180 189 132
% % %
Total outstanding warrants of
24,935,560
as ofDecember 31, 2022, were as follows:
Warrants Issued Total
Schedule of outstanding warrants
Warrants issued 6,250,000 3,108,700 6,250,000 5,547,500 2,760,200 500,000 24,416,400
Broker warrants issued (1) 173,810 91,000 70,000 104,250 80,100 0 519,160
Issued date May 21 Sep 21 Apr 22 Aug 22 Sep 22 Oct 22
Expiration date May 24 May 24 Apr 25 Aug 24 Sep 24 Oct 24
Exercise price (Canadian $) $ 0.15 $ 0.15 $ 0.15 $ 0.12 $ 0.12 $ 0.12
Balance at December 31, 2020 0 0 0 0 0 0 0
Exercised 0 0 0 0 0 0 0
Issued 6,423,810 3,199,700 0 0 0 0 9,623,510
Expired 0 0 0 0 0 0 0
Balance at December 31, 2021 6,423,810 3,199,700 0 0 0 0 9,623,510
Exercised 0 0 0 0 0 0 0
Issued 0 0 6,320,000 5,651,750 2,840,300 500,000 15,312,050
Expired 0 0 0 0 0 0 0
Balance at December 31, 2022 6,423,810 3,199,700 6,320,000 5,651,750 2,840,300 500,000 24,935,560
(1) Broker warrants expire 24 months from issue date
During the quarter ended March 31, 2021, wesold
5,000,000
shares of common stock in private placements to six individuals at a price of
$0.03 per share, realizing total proceeds of $
150,000
.Of the 5,000,000 shares sold, 1,750,000 shares were issued on May 28, 2021.
On January 1, 2021 Mr. John Power, the Company'sCEO/CFO agreed to convert
accrued management fees totaling $
96,500
. As a result, we issued
2,144,444
shares common stock at a price of$
0.045
per share, none in 2022.
71
Note 5 -
Share Based Compensation
On October 12, 2022, the Company granted
2,250,000
options pursuant to the terms of the Company's Stock Option Plan. The options
were issued to five individuals, the CEO, CFO, andthree Directors of the
Company. The Black Scholes option pricing model was used to estimate the
aggregate fair value of the October 2022options of $
106,109
as stock-based compensation with the following inputs:
Share-based compensation assumptions
Options Exercise Price Expected Volatility Risk Free
Life Interest Rate
2,250,000 $ 5.5 161.7 4.1
0.06 years % %
On August 24, 2022, the Company granted
730,000
options pursuant to the terms of the Company's Stock Option Plan. The Black
Scholes option pricing model was usedto estimate the aggregate fair value of
the August 2022 options of $
43,456
as stock-based compensation with the followinginputs:
Options Exercise Price Expected Volatility Risk Free
Life Interest Rate
730,000 $ 5.5 177.9 3.2
0.06 years % %
On March 22, 2021, the Company issued a totalof
2,000,000
non-statutory stock options to four individuals, three of whom are Directors
of the Company, the other an independent technicalconsultant that is helping
design our 2021 exploration programs at Excelsior Spring. Upon vesting, each
option is exercisable to purchaseone share of common stock at a price of $0.09
per share. The options vest 50% upon issuance, and 25% on each of the first
and second anniversariesof the grant date.
We estimated the fair value of the options usingthe Black-Scholes option
pricing model, which includes assumptions for expected dividends, expected
share price volatility, risk-freeinterest rate, and expected life of the
options. Our expected volatility assumption is based on our historical weekly
closing price ofour stock over a period equivalent to the expected remaining
life of the options. The total estimated fair value of the options utilizedthe
following assumptions:
Share-based compensation assumptions
Expected volatility 211
%
Expected life 3.4
years
Risk free interest rate 0.31
%
The calculations resulted in the total fair valueof the options issued to be $
190,202
. We expense share-based compensation using the straight-line method over the
vesting term of theaward for our employees and directors and over the expected
service term for our non-employee consultants. As such, a stock-based
compensationcharges totaling of $
47,551
and $
128,389
have been charged during the twelve months ended December 31, 2022, and
December 31, 2021, respectively.
72
A summary of the stock options as of December31, 2022, and changes during the
periods are presented below:
Schedule of Stock Options Activity
Number of Weighted Weighted Aggregate
Options Average Average Intrinsic
Exercise Remaining Value
Price Contractual
Life
(Years)
Balance at December 31, 2020 0 $ 0 $
0.00 0
Exercised 0 0 0 0
Issued 2,000,000 0.09 4.2 0
Canceled 0 0 0 0
Balance at December 31, 2021 2,000,000 0.09 4.2 80,000
Exercised 0 0 0 0
Issued 2,980,000 0.06 10.0 0
Canceled 0 0 0 0
Balance at December 31, 2022 4,980,000 0.07 7.1 0
Options exercisable at December 31, 2022 4,480,000 0.07 7.6 0
Also, on March 22, 2021, the Company agreed toissue a total of
300,000
restricted stock units at a price of $0.10 per share to the independent
technical consultant helping design our2021 exploration programs at Excelsior
Springs. However, the shares shall not be issued until such time the
individual either providesa written request or his termination date, whichever
is sooner. The shares shall have no voting rights until issued. As such, we
haverecorded stock-based compensation in the amount of $
30,000
.
Note 6 -
Commitments and Contingencies
We are subject to various commitments and contingencies.
Note 7 -
Related Party Transactions
Conflicts of Interests
Magellan Gold Corporation ("Magellan")is a company under common control. Mr.
John Gibbs is a significant shareholder in both Athena and Magellan. Athena
and Magellan are bothinvolved in the business of acquisition and exploration
of mineral resources.
Silver Saddle Resources, LLC ("Silver Saddle")is also a company under common
control. Mr. Power and Mr. Gibbs are the owners and managing members of Silver
Saddle. Athena and SilverSaddle are both involved in the business of
acquisition and exploration of mineral resources.
There exists no arrangement or understanding withrespect to the resolution of
future conflicts of interest. The existence of common ownership and common
management could result in significantlydifferent operating results or
financial position from those that could have resulted had Athena, Magellan
and Silver Saddle been autonomous.
73
Management Fees
The Company is subject to a month-to-month managementagreement with Mr. Power
requiring a monthly payment of $2,500 as consideration for the day-to-day
management of Athena, $
30,000
was recordedas management fees and are included in general and administrative
expenses in the accompanying consolidated statements of operations.Mr. Power
submits expense reports for ordinary business expenses with a balance due as
of December 31, 2022 of $
30,006
.
On January 1, 2021, the Company agreed to convertthe $
96,500
balance of management fees due Mr. Power into
2,144,444
shares of common stock at a price of $0.045 per share.
Note Payable
During March 2022, the Company executed two promissorynotes with John Gibbs
for $
50,000
and $
25,000
at 6% that is payable on demand. In April 2022, the Company issued
1,181,250
shares out of 3,375,000 shares of common stock in April 2022 at C$.08 per
share as a part of the private placement offering tosettle $
75,000
of notes payable to Mr. Gibbs, for total proceeds of C$
234,675
.
In June 2022, the Company executed a promissory note with John Gibbsfor $
26,100
at 6% that is payable on demand as part payment for mineral property in
escrow. In September 2022, the Company issued
443,110
shares out of 860,200 shares of common stock in September 2022 at C$.08 per
share as a part of the private placement offering to settle$
26,100
of notes payable and $463 of accrued interest to Mr. Gibbs, for total proceeds
of C$
68,816
.
Sales of Common Stock
On May 25, 2021, the Company sold
2,200,000
unitsin its private placement at a price of C$0.08 to Mr. Gibbs, realizing net
proceeds of $
144,848
. During the same private placement, Mr.Power purchased
300,000
units realizing net proceeds of $
19,752
.
On January 15, 2021, the Company sold
250,000
shares of common stock at a price of $0.03 per share in a private placement to
Mr. Gibbs, realizing total proceeds of $
7,500
.
Note 8 -
Income Taxes
The Company is current on all its corporate taxfilings. Tax year 2022 will be
extended if not filed by its due date. Tax returns filed for the years 2018
through 2021 are open for examinationfrom taxing authorities.
Due to the enactment of the Tax Reform Act of2018, the corporate tax rate for
those tax years beginning with 2018 has been reduced to
21
%. Our estimated net operating loss carry forwardas of December 31, 2022, is $
6,755,942
, which may be used to offset future income taxes. Our reconciliation between
the expected federalincome tax benefit computed by applying the federal
statutory rate to our net loss and the actual benefit for taxes on net loss
for 2022and 2021 is as follows:
Reconciliation of income taxes
Years Ended December 31,
2022 2021
Expected federal income tax benefit at statutory rate $ 224,568 $ 216,354
State taxes 94,532 91,075
Change in valuation allowance (319,100 ) ( )
307,429
Income tax benefit $ - $ -
74
Our deferred tax assets as of December 31, 2022, and 2021 were as follows:
Schedule of deferred tax
Years Ended December 31,
2022 2021
Net operating loss $ 2,015,974 $ 1,696,874
Valuation allowance (2,015,974 ) (1,696,874 )
Deferred tax assets, net of valuation allowance $ - $ -
Deferred income taxes reflect the net tax effectsof temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts usedfor income tax purposes. We have provided a
valuation allowance of 100% of our net deferred tax asset due to the
uncertainty of generatingfuture profits that would allow us to realize our
deferred tax assets.
Due to the change in ownership provisions of theTax Reform Act of 1986, net
operating loss carryover for Federal income tax reporting purposes may be
subject to annual limitations. Shoulda change in ownership occur, use of the
net operating loss carryover could be limited in future years.
Note 9 -
Subsequent Events
On January 16, 2023, the Company granted 250,000 stock options to aconsultant.
The options vest 50% immediately and 50% one year from issuance, exercisable
at C$0.09 and expire in 5 years.
On January 21, 2023, the Company executed a note payable to John Gibbsfor
$25,000 at 6% that is payable on demand.
75
Athena Gold Corporation
18,395,000 Shares of Common Stock
_________________, 2023
Until ___________, 2023 (90 days after the date of this prospectus), all dealers effecting transactions in the
shares offered by this prospectus - whether or not participating in the offering - may be required to deliver a
copy of this prospectus. Dealers may also be required to deliver a copy of this prospectus when acting as
underwriters and for their unsold allotments or subscriptions.
Page
Prospectus Summary 1
Summary Financial Data 2
Forward-Looking Statements 3
The Offering 5
Description of the Transactions 6
Risk Factors 7
Market for the Company's Common Stock 17
Equity Compensation Plan Information 19
Use of Proceeds 20 PROSPECTUS
Management Discussion and Analysis 21
Description of Business 26
Directors and Executive Officers 44 ___________, 2023
Executive Compensation 47
Selling Shareholders and Plan of Distribution 49
Security Ownership of Certain Beneficial Owners, Management and Related Stockholder Matters 52
Certain Relationships 53
Description of Securities 54
Legal Matters 56
Experts 56
Where Can You Find Additional Information 57
Financial Statements 58
76
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by us
inconnection with the distribution of the securities being registered. All of
the amounts shown are estimates, except the SEC registrationfee. We have
agreed to bear all expenses (other than underwriting discounts and selling
commissions) in connection with the registrationand sale of the securities
offered by the Selling Securityholder.
SEC registration fee $ 405
Legal fees and expenses 30,000
Accountants' fees and expenses 7,500
Printing expenses 2,500
Blue sky fees and expenses 2,000
Miscellaneous expenses 5,000
Total: $ 47,405
Item 14. Indemnification of Directors and Officers
The Delaware General Corporation Law ("DGCL")provides thata corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completedaction, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or in
the right of the corporation,by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the requestof the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,again
st expenses, including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him inconnection with the
action, suit or proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or notopposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believehis conduct was unlawful.
DGCL also provide that to the extent that a director, officer, employeeor
agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding, or in defense ofany claim, issue or
matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonablyincurred by him in
connection with the defense.
Our Articles of Incorporation authorize our company to indemnify our
directorsand officers to the fullest extent permitted under DGCL. Our bylaws
set forth the procedures that must be followed in order for directorsand
officers to receive indemnity payments from us.
Item 15. Recent Sales of Unregistered Securities
(a) On December 28, 2020, the Company issued an aggregate of
555,556 shares of common stock pursuant to an Agreement to Convert Debt
convertinga total of $25,000 from one cash advance. The shares were valued at
$0.045 per share.
(b) On December 28, 2020, the Board of Directors of the Company
approved the issuance of a restricted stock award of 300,000 shares of
commonstock to one of its Board members in consideration of services provided
by that Board member. The shares are valued at $0.03 per share
(c) On various dates from October, 2020 through January, 2021
through, the Company sold an aggregate of 7,250,000 shares of common stock ata
purchase price of $.03 per share pursuant its 2020 $750,000 Common Stock
Offering. The securities were sold exclusively to persons whoqualified as
"accredited investors" within the meaning of Rule 501(a) of Regulation D under
the Securities Act. There werea total of 10 accredited investors who
participated in the offering. The sale of the securities was undertaken
without registration underthe Securities Act in reliance upon an exemption
from registration requirements under Rule 506 of Regulation D. The securities
were purchasedfor investment purposes, not with a view to distribution and
were subject to restrictions on transfer. The Company did not engage in
anypublic advertising or general solicitation in connection with this
transaction.
II-
1
(d) On various dates from May, 2021 through October, 2021, the
Company completed the sale of an aggregate of CDN$748,696 of its Units at
apurchase price of CDN$.08 per Unit for a total of 9,358,700 Units. Each Unit
consisted of one (1) share of Common Stock and one (1) commonstock purchase
warrant ("
Warrant
") exercisable for three years to purchase one additional share of Common
Stock ata price of CDN $0.15 per share. The transaction was part of the
Company's unregistered private offering of up to CDN $1,000,000in Units at a
price of $0.08 per Unit. The Units sold were issued pursuant to concurrent
offerings under Regulation D and Regulation Sunder the Securities Act of 1933,
as amended. In connection with the Regulation D offering, the Company sold
securities to three (3) USPersons each of whom qualifies as an "accredited
investor" within the meaning of Rule 501(a) of Regulation D under the
SecuritiesAct of 1933. The Units, including the shares of Common Stock and
Warrants issued are "restricted securities" under the SecuritiesAct of 1933,
as amended and the certificate evidencing same bears the Company's customary
restrictive legend. The Units sold inthe Regulation S offering were issued to
twenty-three (23) individuals who were either not a person in the United
States or not a U.S.Person (as defined in Rule 902(k) of Regulation S under
the Securities Act of 1933 at the time of their investment. The Units issued
are"restricted securities" under the Securities Act of 1933, as amended and
the certificate evidencing same bears the Company'scustomary restrictive
legend, along with a restrictive legend specific to the Provinces of Canada in
which the Units were sold. The Companypaid finders' fees in the amount of CDN
$13,905 in connection with the sale of the Units. The finder is also entitled
to 7% warrantsbased on the number of Units sold. The securities were issued
without registration under the Securities Act in reliance upon an
exemptionfrom the registration requirements of the Securities Act set forth in
Regulation D or Regulation S.
(e) On December 2, 2021 the Company issued an aggregate of
2,441,476 shares of common stock pursuant to a Notice of Conversion of
PromissoryNote that was originally issued in 2015. The conversion price was
$0.021 per share. The shares) were issued to one (1) individual underSection
4(a)(2) of the Securities Act of 1933 as amended (the "Securities Act"). The
shares issued are unrestricted as the PromissoryNote has been held for more
than one year. The Company paid no fees or commissions in connection with the
issuance of the shares. Thesecurities were issued without registration under
the Securities Act in reliance upon an exemption from the registration
requirementsof the Securities Act set forth in Section 4(2) thereunder.
(f) On December 30, 2020, the Company issued an aggregate of
5,000,000 shares of common stock pursuant to an Option Agreement with
NubianResources Ltd. dated December 11, 2020, as amended by First Amendment to
Option Agreement dated November 10, 2021 (the "Option").The shares are valued
at $0.03 per share. On December 27, 2021, the Company issued and aggregate of
45,000,000 shares of Common Stockpursuant to a Share Purchase Agreement with
Nubian Resources Ltd. Consideration for the shares consisted of 100% of the
issued and outstandingshares of Nubian Resources USA, Ltd. The shares were
issued to one (1) entity under Section 4(a)(2) of the Securities Act of 1933
as amended(the "Securities Act"). The shares issued are "restricted
securities" under the Securities Act of 1933, as amendedand the certificate
evidencing same bears the Company's customary restrictive legend. However, the
Company has agreed to file aregistration statement on Form S-1 within 90 days
of the Effective Date registering the distribution by Nubian of all 50 million
sharesto its shareholders, pro rata. Nubian has undertaken to complete the
distribution of all the shares once the S-1 registration statementhas been
declared effective.
(g) EffectiveApril 21, 2022, the Company completed the sale of
an aggregate of CDN$500,000 of its Units at a purchase price of CDN$.08 per
Unit fora total of 6,250,000 Units. Each Unit consisted of one (1) share of
Common Stock and one (1) common stock purchase warrant ("Warrant")exercisable
for three years to purchase one additional share of Common Stock at a price of
CDN $0.15 per share. The transaction was partof the Company's unregistered
private offering of up to CDN $500,000 in Units at a price of $0.08 per Unit.
(h) DuringAugust, September and October, 2022, the Company
completed the private placement of three tranches in which we sold 8,807,700
units.Each unit was priced at CAD$0.08 and consisted of one share of the
Company's common stock and one stock purchase warrant grantingthe holder the
right to purchase one additional share of common stock at a price of CAD$0.12.
The warrants expire 24 months from issuedate. All securities issued in
connection with the offering are subject to restrictions on resale in Canada
and the United States pursuantto applicable securities laws and the policies
of any applicable stock exchange. An additional 184,350 broker warrants were
granted alongwith CAD$14,748 to brokers as a placement fee. We realized total
proceeds of CAD$704,616 net of offering costs. In June 2022, the Companyexecuted
a promissory note with John Gibbs for $26,100 at 6% that is payable on demand
as part payment for mineral property in escrow.In September 2022, the Company
issued 443,110 shares of common stock as a part of the private placement
offering to settle $26,100 ofnotes payable and $463 of accrued interest to Mr.
Gibbs.
(i) OnOctober 26, 2022, the Company issued 2,980,000 options to
purchase Common Stock, exercisable for ten years at an exercise price of
CAD$0.08or USD$0.06 per share and 675,000 shares of Common Stock pursuant to
restricted stock awards valued at USD$0.052 per share to certainof its
officers and directors. The securities were issued without registration under
the Securities Act of 1933, as amended (the "
SecuritiesAct
") in reliance upon the exemption set forth in Rule 506 of Regulation D under
the Securities Act.
II-
2
Item 16. Exhibits and Financial Statement Schedules
The following exhibits are filed as part of this registration statement.
EXHIBIT INDEX
(1) 2.1 Asset Purchase and Sale
Agreement dated October 8, 2004
(1) 2.2 Amendment No. 1 to Asset
Purchase and Sale Agreement
(1) 2.3 Amendment No. 2 to Asset Purchase and
Sale Agreement dated July 31, 2005
(1) 2.4 Amendment No. 3 to Asset Purchase and
Sale Agreement dated August 31, 2005
(1) 3.1 Amended and Restated
Certificate of Incorporation
(3) 3.1.1 Certificate of Designations, Preferences and
Rights of Series A Convertible Preferred Stock
(1) 3.2 By-Laws
(1) 4.1 2004 Equity Incentive Plan
(1) 4.2 Form of Subscription Agreement
(1) 4.3 Specimen common stock certificate
** 5.0 Opinion of Clifford L. Neuman, P.C.
(1) 10.1 Lease Agreement
(1) 10.2 Form of Escrow Agreement
(1) 10.3 Amended Trademark Assignment
(1) 10.3.2 Initial Assignment of Trademark
(1) 10.4 Lock-up Letter for Brian Power
(1) 10.5 Lock-up Letter for John C. Power
(1) 10.6 Lock-up Letter for J. Andrew Moorer
(1) 10.7 Amended Fund Escrow Agreement
(1) 10.8 Lease Agreement with Golden
West Brewing Company
(1) 10.9 Security Agreement in favor of Power Curve, Inc.,
Lone Oak Vineyards, Inc. and Tiffany Grace.
(1) 10.10 Promissory Note dated September
9, 2005, Tiffany Grace, Holder
(1) 10.11 Promissory Note dated September 9,
2005, Lone Oak Vineyards, Inc., Holder
(1) 10.12 Promissory Note dated September 9,
2005, Power Curve, Inc., Holder
(1) 10.13 Assignment and Assumption dated August 31, 2005 between Butte Creek Brewing
Company, LLC, Golden West Brewing Company and Golden West Brewing Company, Inc.
(1) 10.14 Amended and Restated
Assignment and Assumption
(1) 10.15 August 7, 1998 Distribution Agreement
(1) 10.16 Territorial Agreement
(1) 10.17 November 4, 2002 Distribution Agreement
(1) 10.18 June 1, 2001 Authorization
(1) 10.19 .
July 22, 2004 Authorization
(1) 10.20 September 1, 2005 Authorization
(1) 10.22 Second Amended Fund Escrow Agreement
(1) 10.23 Contract with New Zealand Hops, Ltd., 2006
(1) 10.24 Contract with New Zealand Hops, Ltd., 2007
(1) 10.25 Second Amended and Restated
Assignment and Assumption
(1) 10.26 Third Amended Fund Escrow Agreement
(1) 10.27 Secured Promissory Note with John C. Power
(1) 10.28 Secured Promissory Note
with Power Curve, Inc.
(1) 10.29 General Security Agreement with
John C. Power and Power Curve, Inc.
II-
3
(51) 10.30 Production Agreement with Bison Brewing Co.
(51) 10.31 Employment Agreement with David Del Grande
(2) 10.32 License, Production and Distribution Agreement dated November 1, 2006 with Mateveza USA, LLC
(4) 10.33 Employment Agreement with Mark Simpson
(4) 10.34 Consultation Agreement with Artisan Food and Beverage Group
(5) 10.35 Credit Agreement dated December 11, 2007
(6) 10.36 Promissory Note dated March 12, 2008
(6) 10.37 Security Agreement dated March 12, 2008
(6) 10.38 Guaranty Agreement dated March 12, 2008
(7) 10.39 Convertible Debenture dated December 31, 2008
(7) 10.40 Security Agreement dated December 31, 2008
(7) 10.41 Hypothecation Agreement dated December 31, 2008
(8) 10.42 Mendocino Production Agreement
(9) 10.43 Exclusive Consignment Agency Agreement
(10) 10.44 Settlement Stipulation with BRK Holdings, LLC
(11) 10.45 Promissory Note dated April 28, 2009 in favor of Clifford Neuman
(11) 10.46 Security Agreement dated April 28, 2009 in favor of Clifford Neuman
(11) 10.47 Guaranty of John C. Power dated April 28, 2009 in favor of Clifford Neuman
(11) 10.48 Promissory Note dated April 28, 2009 in favor of John C. Power
(11) 10.49 Security Agreement dated April 28, 2009 in favor of John C. Power
(11) 10.50 Promissory Note dated April 28, 2009 in favor of Butte Creek Brands, LLC
(11) 10.51 Security Agreement dated April 28, 2009 in favor of Butte Creek Brands LLC
(11) 10.52 Factoring Agreement dated April 28, 2009
(12) 10.53 Agreement to Convert Debt Clifford L. Neuman PC
(12) 10.54 Agreement to Convert Debt Clifford L. Neuman
(12) 10.55 Agreement to Convert Debt John Power
(12) 10.56 Agreement to Convert Debt Sea Ranch Lodge and Village, LLC
(12) 10.57 Agreement to Convert Debt TriPower Resources, Inc.
(12) 10.58 Agreement to Convert Debt TriPower Resources, Inc.
(12) 10.59 Agreement to Convert Debt Redwood MicroCap Fund, Inc.
(12) 10.60 Agreement to Convert Debt Shana Capital, Ltd.
(13) 10.61 Asset Purchase Agreement dated May 7, 2009
(14) 10.62 Certificate of Amendment to Amended and Restated Certificate of Incorporation
(14) 10.63 Articles of Incorporation of Athena Minerals, Inc.
(15) 10.64 Sale and Purchase Agreement and Joint Escrow Instructions dated December 9, 2009
(15) 10.65 Assignment of Sale and Purchase Agreement and Joint Escrow Instructions dated January 5, 2010
(15) 10.66 Promissory Note from Athena Minerals, Inc. to John Power dated January 5, 2010
(16) 10.67 Mining Lease and Option to Purchase dated March 11, 2010
(17) 10.68 Intellectual Property Assignment dated June 25, 2010
(18) 10.69 Promissory Notes John C. Power and John D. Gibbs dated June 30, 2010
(19) 10.70 Promissory Note John D. Gibbs dated August 3, 2010
(20) 10.71 Agreement to Convert Debt - Clifford L. Neuman
(21) 10.72 Agreements to Convert Debt - Donaldson and Kirby
(22) 10.73 Agreement to Convert Debt - Clifford L. Neuman
(23) 10.74 Agreement to Convert Debt - Huss and Strachan
(24) 10.75 Stock Purchase Agreement; Indemnity Agreement and Amendment No. 1 to Indemnity Agreement each dated December 31, 2010
II-
4
(25) 10.76 Consent of Schumacher & Associates dated March 7, 2011
(26) 10.77 Marketing Agreement with Bill Fishkin dated April 1, 2011
(26) 10.78 Agreement to Convert Debt with Donaldson Consulting Services, Inc. dated May 31, 2011
(27) 10.79 Term Sheet with LeRoy Wilkes dated July 14, 2011
(28) 10.80 Accredited Members Agreement dated August 31, 2011
(29) 10.81 Promissory Note - John D. Gibbs dated October 26, 2011
(29) 10.82 Promissory Note - John D. Gibbs dated November 15, 2011
(30) 10.83 Marketing Agreement with Bill Fishkin dated December 1, 2011
(31) 10.84 Advisor Agreement with GVC Capital, LLC dated January 30, 2012
(32) 10.85 Promissory Note - John D. Gibbs dated March 18, 2012
(33) 10.86 Promissory Note - John D. Gibbs dated February 2, 2012
(34) 10.87 Promissory Note - John D. Gibbs dated April 27, 2012
(35) 10.88 Agreement to Convert Debt - John D. Gibbs
(36) 10.89 Promissory Note - John D. Gibbs dated May 22, 2012
(36) 10.90 Assignment of Right to Purchase Property
(37) 10.91 Agreement to Convert Debt - John Donaldson
(38) 10.92 Credit Agreement - John D. Gibbs
(38) 10.93 Form of Credit Note
(39) 10.94 Amendment No. 1 to Langtry Lease Agreement
(40) 10.95 Allonge and Modification Agreement with John D. Gibbs
(41) 10.96 Amendment No. 2 to Langtry Lease Agreement
(42) 10.97 Second Allonge and Modification Agreement with John D. Gibbs
(43) 10.98 Amendment No. 3 to Langtry Lease Agreement
(44) 10.99 Third Allonge and Modification Agreement with John D. Gibbs
(45) 10.100 Promissory Note - Clifford L. Neuman dated April 1, 2015
(46) 10.101 Lease/Purchase Option Agreement
(47) 10.102 Fifth Allonge and Modification Agreement with John D. Gibbs
(48) 10.103 Promissory Note - John Power dated September 12, 2016
(49) 10.104 Agreement to Convert Debt dated May 15, 2018
(50) 10.105 Eighth Allonge and Modification Agreement with John D. Gibbs
(52) 10.106 Tenth Allonge and Modification Agreement with John D. Gibbs
(53) 10.107 Eleventh Allonge and Modification Agreement with John D. Gibbs
(54) 10.108 Amendment No. 1 to Lease with an Option to Purchase dated March 10, 2016
(55) 10.109 NSR Agreement
(56) 10.110 Termination Agreement
(57) 10.111 Twelfth Allonge and Modification Agreement with John Gibbs
(58) 10.112 Letter of Intent dated August 21, 2020
(59) 10.113 Thirteenth Allonge and Modification Agreement with John Gibbs
(60) 10.114 Letter of Intent
(61) 10.115 Option Agreement
(62) 10.116 Option Agreement - Stronghold
(63) 10.117 Agreement to Convert Debt -Power
(64) 10.118 Agreement to Convert Debt - Gibbs
(65) 10.119 Agreement to Convert Debt - Power
(66) 10.120 Certificate of Amendment to Certificate of Amended and Restated Certificate of Incorporation
(67) 10.121 Consulting Agreement - Minnick
(68) 10.122 First Amendment to Option Agreement
(69) 10.123 Share Purchase Agreement dated December 27, 2021
II-
5
(70) 10.124 Consent of Smythe LLP
(2) 14 Code of Ethics
(1) 21.0 List of Subsidiaries
** 23.1 Consent of Clifford L. Neuman, P.C.
(included in Exhibit 5.0)
* 23.2 Consent of MaloneBailey, LLP
* 107 Filing Fees
## 101.INS Inline XBRL Instance Document
## 101.SCH Inline XBRL Schema Document
## 101.CAL Inline XBRL Calculation Linkbase Document
## 101.LAB Inline XBRL Label Linkbase Document
## 101.PRE Inline XBRL Presentation Linkbase Document
## 101.DEF Inline XBRL Definition Linkbase Document
104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).
__________________
* Filed herewith
** Incorporated by reference fromthe Company's Registration Statement on Form
S-1, SEC File No. 333-265676, as declared effective by the Commission on
February10, 2023.
(1) Incorporated by reference from the Company's Registration Statement on Form SB-2,
SEC File No. 121351 as declared effective by the Commission on February 14, 2006.
(2) Incorporated by reference from the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2006, and filed with the Commission on April 24, 2007.
(3) Incorporated by reference from the Company's Current Report on Form 8-K dated
September 4, 2007 and filed with the Commission on September 14, 2007.
(4) Incorporated by reference from the Company's Current Report on Form 8-K
dated December 4, 2007 and filed with the Commission on December 6, 2007.
(5) Incorporated by reference from the Company's Current Report on Form 8-K
dated December 11, 2007 and filed with the Commission on December 18, 2007.
(6) Incorporated by reference from the Company's Current Report on Form 8-K
dated March 12, 2008 and filed with the Commission on March 14, 2008.
(7) Incorporated by reference from the Company's Current Report on Form 8-K
dated December 31, 2008 and filed with the Commission on January 6, 2009.
(8) Incorporated by reference from the Company's Current Report on Form 8-K
dated February 11, 2009 and filed with the Commission on February 13, 2009.
(9) Incorporated by reference from the Company's Current Report on Form 8-K
dated March 2, 2009 and filed with the Commission on March 5, 2009.
(10) Incorporated by reference from the Company's Annual Report on Form 10-K
dated December 31, 2009 and filed with the Commission on April 14, 2009.
(11) Incorporated by reference from the Company's Current Report on Form 8-K
dated April 28, 2009 and filed with the Commission on May 6, 2009.
(12) Incorporated by reference from the Company's Current Report on Form 8-K
dated June 15, 2009 and filed with the Commission on June 19, 2009.
(13) Incorporated by reference from the Company's Current Report on Form 8-K
dated June 26, 2009 and filed with the Commission on July 2, 2009.
(14) Incorporated by reference from the Company's Current Report on Form 8-K
dated December 14, 2009 and filed with the Commission on December 18, 2009.
(15) Incorporated by reference from the Company's Current Report on Form 8-K
dated January 5, 2010 and filed with the Commission on January 7, 2010.
(16) Incorporated by reference from the Company's Current Report on Form 8-K
dated March 11, 2010 and filed with the Commission on March 15, 2010.
(17) Incorporated by reference from the Company's Current Report on Form 8-K
dated June 25, 2010 and filed with the Commission on June 25, 2010.
(18) Incorporated by reference from the Company's Current Report on Form 8-K
dated June 30, 2010 and filed with the Commission on July 28, 2010.
(19) Incorporated by reference from the Company's Current Report on Form 8-K
dated August 3, 2010 and filed with the Commission on August 4, 2010.
II-
6
(20) Incorporated by reference from the Company's Current Report on Form 8-K
dated August 20, 2010 and filed with the Commission on August 23, 2010.
(21) Incorporated by reference from the Company's Current Report on Form 8-K
dated August 20, 2010 and filed with the Commission on August 30, 2010.
(22) Incorporated by reference from the Company's Current Report on Form 8-K/A
dated August 20, 2010 and filed with the Commission on November 1, 2010.
(23) Incorporated by reference from the Company's Current Report on Form 8-K
dated November 15, 2010 and filed with the Commission on November 17, 2010.
(24) Incorporated by reference from the Company's Current Report on Form 8-K
dated December 31, 2010 and filed with the Commission on January 6, 2011
(25) Incorporated by reference from the Company's Current Report on Form 8-K
dated March 2, 2011 and filed with the Commission on March 7, 2011.
(26) Incorporated by reference from the Company's Current Report on Form 8-K
dated April 1, 2011 and filed with the Commission on June 2, 2011.
(27) Incorporated by reference from the Company's Current Report on Form 8-K
dated August 1, 2011 and filed with the Commission on August 3, 2011.
(28) Incorporated by reference from the Company's Current Report on Form 8-K
dated August 22, 2011 and filed with the Commission on September 9, 2011.
(29) Incorporated by reference from the Company's Current Report on Form 8-K
dated October 26, 2011 and filed with the Commission on January 4, 2012.
(30) Incorporated by reference from the Company's Current Report on Form 8-K
dated December 15, 2011 and filed with the Commission on January 5, 2012.
(31) Incorporated by reference from the Company's Current Report on Form 8-K
dated February 2, 2012 and filed with the Commission on February 9, 2012.
(32) Incorporated by reference from the Company's Current Report on Form 8-K
dated March 18, 2012 and filed with the Commission on March 23, 2012.
(33) Incorporated by reference from the Company's Current Report on Form 8-K/A
dated February 2, 2012 and filed with the Commission on March 26, 2012.
(34) Incorporated by reference from the Company's Current Report on Form 8-K
dated April 27, 2012 and filed with the Commission on May 2, 2012.
(35) Incorporated by reference from the Company's Current Report on Form
8-K dated May 10, 2012 and filed with the Commission on May 16, 2012.
(36) Incorporated by reference from the Company's Current Report on Form
8-K dated May 22, 2012 and filed with the Commission on May 25, 2012
(37) Incorporated by reference from the Company's Current Report on Form 8-K
dated June 16, 2012 and filed with the Commission on June 19, 2012.
(38) Incorporated by reference from the Company's Current Report on Form 8-K
dated July 18, 2012 and filed with the Commission on July 19, 2012.
(39) Incorporated by reference from the Company's Current Report on Form 8-K
dated November 28, 2012 and filed with the Commission on November 29, 2012.
(40) Incorporated by reference from the Company's Current Report on Form
8-K dated June 5, 2013 and filed with the Commission on June 6, 2013.
(41) Incorporated by reference from the Company's Current Report on Form 8-K
dated December 19, 2013 and filed with the Commission on December 23, 2013.
(42) Incorporated by reference from the Company's Current Report on Form 8-K
dated December 31, 2013 and filed with the Commission on January 2, 2014.
(43) Incorporated by reference from the Company's Current Report on Form 8-K
dated January 21, 2015 and filed with the Commission on January 21, 2015.
(44) Incorporated by reference from the Company's Current Report on Form 8-K
dated December 31, 2014 and filed with the Commission on March 31, 2015.
(45) Incorporated by reference from the Company's Current Report on Form
8-K dated May 5, 2015 and filed with the Commission on May 6, 2015.
(46) Incorporated by reference from the Company's Current Report on Form 8-K
dated March 10, 2016 and filed with the Commission on March 15, 2016.
II-
7
(47), (48) Incorporated by reference from the Company's Current Report on Form 8-K
dated September 12, 2016 and filed with the Commission on October 14, 2016.
(49) Incorporated by reference from the Company's Current Report on Form 8-K
dated June 27, 2018 and filed with the Commission on June 28, 2018.
(50) Incorporated by reference from the Company's Current Report on Form 8-K
dated July 31, 2018 and filed with the Commission on August 6, 2018.
(51) Incorporated by reference from the Company's Current Report on Form 8-K
dated March 1, 2007 and filed with the Commission on March 8, 2007
(52) Incorporated by reference from the Company's Current Report on Form 8-K
dated November 5, 2019 and filed with the Commission on November 6, 2019.
(53), (54) Incorporated by reference from the Company's Current Report on Form 8-K
dated February 21, 2020 and filed with the Commission on February 24, 2020.
(55), (56) Incorporated by reference from the Company's Current Report on Form 8-K
dated April 28, 2020 and filed with the Commission on April 29, 2020.
(57), (58) Incorporated by reference from the Company's Current Report on Form 8-K
dated August 3, 2020 and filed with the Commission on August 31, 2020.
(59) Incorporated by reference from the Company's Current Report on Form 8-K
dated October 19, 2020 and filed with the Commission on October 19, 2020.
(60) Incorporated by reference from the Company's Current Report on Form 8-K
dated October 22, 2020 and filed with the Commission on October 28, 2020.
(61) Incorporated by reference from the Company's Current Report on Form 8-K
dated December 15, 2020 and filed with the Commission on December 21, 2020.
(62), (63), (64), (65) Incorporated by reference from the Company's Current Report on Form 8-K
dated December 21, 2020 and filed with the Commission on January 5, 2021.
(66) Incorporated by reference from the Company's Current Report on Form 8-K
dated January 21, 2021 and filed with the Commission on January 27, 2021.
(67) Incorporated by reference from the Company's Current Report on Form
8-K dated May 6, 2021 and filed with the Commission on May 12, 2021.
(68) Incorporated by reference from the Company's Current Report on Form 8-K
dated November 10, 2021 and filed with the Commission on November 15, 2021.
(69) Incorporated by reference from the Company's Current Report on Form 8-K
dated December 27, 2021 and filed with the Commission on January 6, 2022.
(70) Incorporated by reference from the Company's Current Report on Amended Form
8-K/A dated December 27, 2021 and filed with the Commission on March 14, 2022.
## Furnished, not filed.
II-
8
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offersor sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectusrequired by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectusany facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof)which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstandingthe foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceedthat
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in theform of prospectus
filed with the SEC pursuant to Rule 424(b) if, in aggregate, the changes in
volume and price represent no more thana 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in theeffective registration statement; and
(c) To include any materialinformation with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change tosuch information in the registration statement.
(2) That, for the purpose of determining any liabilityunder the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to thesecurities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effectiveamendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for the purpose of determining liabilityunder the Securities Act
of 1933 to any purchaser:
(a) If the Corporation is relying on Rule 430B:
(i) Each prospectus filed bythe Corporation pursuant to Rule 424(b)(3)
shall be deemed to be part of the registration statement as of the date the
filed prospectuswas deemed part of and included in the registration statement;
and
(ii) Each prospectus required to befiled pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offeringmade pursuant to Rule 415(a)(1)(i), (vii), or (x) for
the purpose of providing the information required by section 10(a) of the
SecuritiesAct shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus isfirst used
after effectiveness or the date of the first contract of sale of securities in
the offering described in the prospectus. Asprovided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemedto be a new effective date of the
registration statement relating to the securities in the registration
statement to which that prospectusrelates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;
provided, however,that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporatedor deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, asto
a purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registrationstatement
or prospectus that was part of the registration statement or made in any such
document immediately prior to such effective date;or
(b) If the Corporation is subjectto Rule 430C: Each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registrationstatements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
includedin the registration statement as of the date it is first used after
effectiveness; provided, however, that no statement made in a registrationstatem
ent or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by referenceinto the registration
statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contractof sale prior to such first use, supersede
or modify any statement that was made in the registration statement or
prospectus that waspart of the registration statement or made in any such
document immediately prior to such date of first use.
II-
9
(5) That, for the purpose of determining liabilityof the registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrantundertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardlessof the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by
meansof any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer orsell such
securities to such purchaser:
(i) Any preliminary prospectusor prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relatingto the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of any other free writingprospectus relating to the
offering containing material information about the undersigned registrant or
its securities provided by oron behalf of the undersigned registrant; and
(iv) Any other communication that is anoffer in the offering made by the
undersigned registrant to the purchaser. (6) For purposes of determining any
liability under the SecuritiesAct of 1933, the information omitted from the
form of prospectus filed as part of this registration statement in reliance
upon Rule 430Aand contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shallbe
deemed to be part of this registration statement as of the time it was
declared effective.
(6) Insofar as Indemnification for liabilitiesarising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant tothe foregoing provision, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is againstpublic policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrantin the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connectionwith the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controllingprecedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it is
against public policy asexpressed in the Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes of
determiningany liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuantto section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemedto be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shallbe deemed to be the initial bona fide offering
thereof.
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10
SIGNATURES
Pursuant to the requirements of the SecuritiesAct of 1933, the Registrant has
duly caused this Registration Statement on Form S-1 to be signed on its behalf
by the undersigned, thereuntoduly authorized, in the City of Bozeman, Montana
and Grand Junction, Colorado on April 14, 2023.
ATHENA GOLD CORP.
By: /s/
John C. Power
John C. Power
Chief Executive Officer and President
(Principal Executive Officer)
By: /s/
Ty Minnick
Ty Minnick
Chief Financial Officer (Principal Financial and Accounting Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints JohnC.
Power his or her true and lawful attorney in fact and agent, with full power
of substitution and resubstitution, for him or her andin his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post effective amendments) tothe Registration Statement, and to
sign any registration statement for the same offering covered by this
Registration Statement that isto be effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and all post effective
amendments thereto,and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange
Commission,granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessaryto be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifyingand
confirming all that said attorney-in-fact and agent, each acting alone, or his
or her substitute or substitutes, may lawfully do orcause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this RegistrationSta
tement has been signed below by the following persons in the capacities and on
the dates indicated.
SIGNATURE TITLE DATE
/s/ John C. Power Chief Executive Officer, President and Director April 14, 2023
John C. Power
/s/ Ty Minnick Chief Financial Officer April 14, 2023
Ty Minnick
/s/ John Hiner Director April 14, 2023
John Hiner
/s/ Brian Power Director April 14, 2023
Brian Power
/s/ Markus Janser Director April 14, 2023
Markus Janser
II-
11
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM
We consent to the inclusion inthis Registration Statement on Form S-1 (Post
Effective Amendment No. 1) of our report dated March 15, 2023 with respect to
the auditedconsolidated financial statements of Athena Gold Corporation for
the years ended December 31, 2022 and 2021. Our report contains an
explanatoryparagraph regarding the Company's ability to continue as a going
concern.
We also consent to the referencesto us under the heading "Experts" in such
Registration Statement.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
April 14, 2023
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