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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