UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2021
ATHENA GOLD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-51808 | 90-0158978 |
| (State or other jurisdiction of incorporation) |
Commission File Number |
(I.R.S. Employer Identification number) |
2010 A Harbison Drive # 312, Vacaville, CA 95687
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code: (707) 291-6198
______________________________________________________
(Former name or former address, if changed since last report)
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ X ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On April 20, 2021 Athena Gold Corporation, f/k/a Athena Silver Corporation (the “Company”) issued a press release announcing that it has engaged David Beling, P.E. as a Senior Strategic and Technical advisor. Throughout the past 56 years, Mr. Beling has examined, significantly reviewed, or was directly involved with 90 underground mines, 136 open pit mines and 168 process plants around the world. He also developed, enhanced, and obtained financing for several mining companies, primarily in the precious and base metal sectors. A copy of the press release is filed herewith as Exhibit 99.1
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.
| ITEM 9.01: | FINANCIAL STATEMENTS AND EXHIBITS |
Exhibits
| Item | Title |
| 99.1 | Press Release |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Athena Gold Corporation | |
| Date: April 21, 2021 | By: /s/ John C. Power |
| John C. Power, President |
Exhibit 99.1
Athena Gold Corporation announces David Beling, P.E. as Senior Technical Advisor
Vacaville, CA, April 20, 2021 - Athena Gold Corp. (AHNR:OTCQB) announced that it has engaged David Beling, P.E. as a Senior Strategic and Technical advisor. Throughout the past 56 years, Dave examined, significantly reviewed, or was directly involved with 90 underground mines, 136 open pit mines and 168 process plants around the world. He also developed, enhanced, and obtained financing for several mining companies, primarily in the precious and base metal sectors.
"Dave is a big addition to our technical team and over the last several months has evaluated our entire project database and helped design our 2021 exploration plans,” said John Power, Athena’s CEO. “I appreciate Dave’s willingness to join our team and explore our flagship Excelsior Springs Gold Project located in the Walker Lane mineral trend in Nevada.”
Dave has a successful track record both in Nevada and in the Walker Lane as the President & CEO of Bullfrog Gold Corp. for nine years (now known as Augusta Gold) as well as the General Manager of its Bullfrog Gold Project, a proposed open pit and 8,000-tpd heap leach operation near Beatty, Nevada. In October 2020 he completed the acquisition of all Barrick Gold's lands in the Bullfrog Mining District and concurrently closed a C$23 million private placement from the Augusta Group.
From 2004 through 2010 Dave was the Executive VP and COO of Geovic Mining Corp where he directed the environmental, geotechnical, metallurgical, and feasibility study contractors on a world-class cobalt-nickel project in Cameroon, Africa. He also discovered and developed a reductive acid-leach process that lowered risks, costs, and environmental impacts and drove the physical upgrading programs that nearly tripled the mill feed grades. In 2006 he spearheaded a TSX public listing and delivered the presentations at three road shows that raised C$112 million in Canada, UK, and US. He also performed and later directed investor relations that grew the market capitalization to US $460 million by mid-2007.
Dave’s open-pit mine development and production experience in Nevada also included Sr. VP for Hycroft Resources, for five years where he completed construction and managed/directed operations of the 16,000-tpd Crofoot heap leach plant and two open pit gold mines. As a VP Operations for parent Granges Inc., he also served on the Technical Committee for Hudson Bay's 2,700-tpd Trout Lake Mine near Flin Flon, Manitoba.
Dave has also served as an interim CEO, acting VP operations, senior consultant, trouble-shooter and evaluator of numerous production operations, development projects, and acquisitions. Clients included Romarco Minerals, Dayton Mining, Manhattan Minerals, Eldorado Gold, Ivanhoe Mines, Rea Gold and NovaGold.
Dave is a 1964 Mining Engineering graduate from the University of Arizona and has been employed and/or consulted for Phelps Dodge, Union Oil, Fluor, United Technologies, Westinghouse, and 25 Canadian and US junior mining companies. He served on the Boards of 14 Canadian and US mining companies beginning in 1981 and continues to serve as a Director of NioCorp Developments Ltd.
About Athena Gold Corporation
Athena is focused on the exploration and development of precious metals in the Western United States.
The Company’s flagship Excelsior Springs Project is located in Esmeralda County, Nevada in the prolific Walker-Lane tectonic zone, an area that has seen a recent resurgence with several important gold discoveries, new mines going into production and hosts a number of large historic gold mines. Total gold production from the Walker-Lane tectonic zone has exceeded 20 million ounces (Moz) including notable deposits by Goldfields (5 Moz), Bullfrog (2 Moz), Tonopah (2 Moz), Mineral Ridge (1.5 Moz) and Comstock (8 Moz Au, 200 Moz Ag). Readers are cautioned that the Company has no interest in or right to acquire any interest in any of the above mentioned properties, other than the Excelsior Springs Project, and that the mineral deposits, and the results of any mining thereof, on adjacent or similar properties are not indicative of mineral deposits on Excelsior Springs Project or any potential exploitation thereof.
From the mid-1980s through 2011, a number of exploration companies conducted drilling programs, primarily on the patented claims, that began to define the near-surface Buster Mine gold zone. Gold mineralization at the Property occurs within an east-west trending zone that is 200 to 400m wide and at least 3 km long.
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Gold mineralization discovered at Excelsior Springs to date occurs in quartz vein stock-works and silicified zones in hornfels and calc-silicate altered country rock and is generally close to porphyry dykes. The best mineralization (grade and thickness) is found in altered sediments immediately above porphyry dykes that have intruded along existing east- and east-northeast trending faults. The mineralized stock-work vein zones are shallow and have a relatively flat plunge, making them amenable to open pit mining methods.
Most historical exploration at Excelsior Springs has focused on a 2.5 km long section in the central part of the Buster zone where mineralization is at or near the surface. Surface mapping and an Induced Polarization (IP) geophysical survey conducted by Zonge International Inc. identified multiple zones of silicification that correlate well with the known mineralization. Many of the silicified zones defined by the IP (resistivity highs) surveys have not been tested by drilling and remain targets for future exploration.
An NI 43-101 Technical Report dated September 28, 2010 entitled “Technical Report for the Excelsior Springs Property Esmeralda County, Nevada, U.S.A.” prepared by Ken Brook, RPG, QP, was filed on SEDAR by Nubian for Excelsior Springs in 2010.
Athena’s agreement with Nubian includes 100% of the 140 unpatented claims at Excelsior Springs with two additional patented claims held under a lease option that are subject to a 2% net smelter returns royalty on gold production. Under the terms of the Option Agreement, Nubian will retain a 1% net smelter returns royalty (“NSR Royalty”) on the Excelsior Springs Project if Athena fully exercises the option. Athena will have the right to purchase 0.5% (being one half) of the NSR Royalty for CAD $500,000 and the remaining 0.5% of the NSR Royalty at fair market value.
For more information contact: John Power, President, 707-291-6198
Cautionary Statement to U.S. Investors
This press release references NI 43-101, which differs from the requirements of U.S. securities laws. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.
The United States Securities and Exchange Commission (“SEC”) permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can legally extract or produce. Pursuant to SEC Industry Guide 7 under the United States Securities Act of 1933, as amended, a “final” or “bankable” feasibility study is required to report reserves. Currently Athena has not delineated “reserves” on any of its properties. Athena cannot be certain that any deposits at its properties will ever be confirmed or converted into SEC Industry Guide 7 or any successor rule or regulation compliant “reserves”. Investors are cautioned not to assume that any part or all of the historic Buster Mine gold zone will ever be confirmed or converted into reserves or that it can be economically or legally extracted.
The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the United States Securities Exchange Act of 1934, as amended. These amendments became effective February 25, 2019 and, on January 1, 2021, will replace the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7, which will be rescinded from and after such date.
Forward Looking Statements
This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and U.S. securities laws. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding the exercise of the option to acquire the Excelsior Springs Project, the receipt of a new CUSIP number in connection with the Name Change, the approval of FINRA and OTC for the Shares to trade under the new name, the preparation of a technical report for the Excelsior Springs Project, the application to list the Shares on the CSE, anticipated business plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as: “believes”, “will”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”, “should”, “potential”, “scheduled”, or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this press release, the Company has applied several material assumptions, including without limitation, that there will be investor interest in future financings, market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration and development of the Company’s projects in a timely manner, the availability of financing on suitable terms for the exploration and development of the Company’s projects and the Company’s ability to comply with environmental, health and safety laws.
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The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors, including, operating and technical difficulties in connection with mineral exploration and development activities, actual results of exploration activities, the estimation or realization of mineral reserves and mineral resources, the inability of the Company to obtain the necessary financing required to conduct its business and affairs, as currently contemplated, the timing and amount of estimated future production, the costs of production, capital expenditures, the costs and timing of the development of new deposits, requirements for additional capital, future prices of precious metals, changes in general economic conditions, changes in the financial markets and in the demand and market price for commodities, lack of investor interest in future financings, accidents, labor disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, risks relating to epidemics or pandemics such as COVID–19, including the impact of COVID–19 on the Company’s business, financial condition and results of operations, changes in laws, regulations and policies affecting mining operations, title disputes, the inability of the Company to obtain any necessary permits, consents, approvals or authorizations, including stock exchange approvals and approval for a new CUSIP number in connection with the Name Change, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and other factors that are discussed in the Company’s periodic filings with the SEC.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statements in this press release or incorporated by reference herein, except as otherwise required by law.
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