ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
Effective January 16, 2023, Athena Gold Corporation, a Delaware corporation (the
"Company") granted George Mannard, their newly appointed technical advisory
committee member as noted in Item 7.01 below, an aggregate of 250,000 stock
options (the "Options") to purchase 250,000 common shares (the "Option Shares")
in the capital stock of the Company pursuant to the Company's equity incentive
plan (the "Plan"). The Options, which vest 50% immediately and vest 50% one year
from issuance, are exercisable at an exercise price of CAD $0.09 per Option
Share for a period of five years from the date of grant. The Options are
non-transferable, and the Option Shares issued upon the exercise of the Options
will be subject to a four-month hold period from the date of exercise pursuant
to the policies of the Canadian Securities Exchange.
The Company issued a press release dated January 16, 2023 announcing the
foregoing grant. A copy of the press release is filed herewith as Exhibit 99.1.
ITEM 7.01 REGULATION FD DISCLOSURE
On January 16, 2023, the Company issued a press release announcing the
appointment of George Mannard to the technical advisory committee. George
Mannard, P.Geo is a geologist with a stellar exploration record. George was
credited with the Louvicourt base metal discovery in Val d'Or, Quebec as Senior
Project Geologist for Aur Resources in 1989. He co-founded what is now Wesdome
Gold Mines in 1994 with Conrad Hache and Murray Pollitt where he helped develop
the Eagle River, Edwards, Mishi and Kiena gold mines as Vice President
Exploration. Athena has granted George an aggregate of 250,000 stock options
(the "Options") of the Company to purchase 250,000 common shares (the "Option
Shares") in the capital stock of the Company pursuant to the Company's equity
incentive plan (the "Plan") as is more detailed in Item 3.02 above. A copy of
the press release is filed herewith as Exhibit 99.1.
On January 31, 2023, the Company issued a press release announcing the addition
of 1,000 acres (405 Hectares) to its property at Excelsior Springs by staking 51
new BLM claims bringing its total land package to 200 BLM lode claims covering
over 4,000 acres (1,619 Hectares). A copy of the press release is filed herewith
as Exhibit 99.2.
The information in this Current Report on Form 8-K furnished pursuant to Item
7.01, including 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 dated January 16, 2023
99.2 Press Release dated January 31, 2023
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