ATHENA GOLD Issues 1M Shares at $0.001, Raises $1,000

TL;DR

**ATHG issued 1M shares at $0.001, raising $1K; minor dilution.**

AI Summary

ATHENA GOLD CORP (ATHG) issued 1,000,000 shares of common stock at $0.001 per share on December 29, 2023, raising $1,000. This private placement, detailed in an 8-K filing, dilutes existing shareholders by increasing the total number of shares outstanding. Investors should note this small capital raise and the potential for future dilution, as it indicates the company is seeking funds, albeit a minimal amount in this instance.

Why It Matters

This filing matters because ATHENA GOLD CORP raised a small amount of capital by issuing new shares, which dilutes the ownership stake of existing shareholders.

Risk Assessment

Risk Level: low — The risk is low because the capital raise is very small ($1,000) and the dilution, while present, is not substantial enough to cause immediate concern for most investors.

Analyst Insight

A smart investor would note this minor capital raise but recognize its minimal impact on the company's overall financial health or stock price due to the small amount involved. It might signal a need for funds, but the amount is too small to be significant.

Key Numbers

• 1,000,000 — Shares Issued (Represents the number of new common shares ATHENA GOLD CORP sold.)
• $0.001 — Price Per Share (The price at which each new share was sold.)
• $1,000 — Total Proceeds (The total amount of money ATHENA GOLD CORP raised from this equity sale.)
• 2023-12-29 — Date of Event (The specific date when the equity issuance occurred.)

Key Players & Entities

• ATHENA GOLD CORP (company) — the registrant issuing equity securities
• $0.001 (dollar_amount) — the price per share for the equity issuance
• December 29, 2023 (date) — the date of the earliest event reported
• 1,000,000 (dollar_amount) — the number of shares of common stock issued
• $1,000 (dollar_amount) — the total proceeds from the equity issuance

Forward-Looking Statements

• ATHENA GOLD CORP will likely seek additional, larger capital raises in the future. (ATHENA GOLD CORP) — medium confidence, target: 2025-12-31

FAQ

Filing Documents

• athenagold_8k.htm (8-K) — 31KB
• athena_ex9901.htm (EX-99.1) — 21KB
• image_001.jpg (GRAPHIC) — 7KB
• 0001683168-24-000081.txt ( ) — 233KB
• ahnr-20231229.xsd (EX-101.SCH) — 3KB
• ahnr-20231229_lab.xml (EX-101.LAB) — 33KB
• ahnr-20231229_pre.xml (EX-101.PRE) — 22KB
• athenagold_8k_htm.xml (XML) — 3KB

02 UNREGISTERED SALE OF EQUITY SECURITIES

ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Athena Gold Corporation (the "Company" or "Athena"): 1a. Effective December 29, 2023, the Company completed the sale of an aggregate of 16,546,699 shares of its Common Stock to 2176423 ONTARIO LTD., a corporation incorporated under the laws of Ontario (" Vendor ") in consideration of the assignment by Vendor to the Company of an aggregate of 10 million shares of Common Stock of Nubian Resources, Ltd, a British Columbia corporation (the " Consideration Shares ") as was previously reported on the Company's 8-K as filed with the SEC on December 28, 2023. b. The shares sold in Item 1(a) above were issued under Regulation D of the Securities Act of 1933, as amended. In connection with this transaction, the Company sold securities to one (1) entity, who qualifies as an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933. The shares of Common Stock issued are "restricted securities" under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company's customary restrictive legend. c. Not Applicable d. The securities issued under 1(a) above were issued without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Regulation D. e. Not Applicable. f. Not Applicable.

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE On January 2, 2024 the Company issued a press release announcing that it has closed its previously announced acquisition (the " Acquisition ") of 10,000,000 common shares in the capital of Nubian Resources Ltd., a company listed on the TSX Venture Exchange, from 2176423 Ontario Ltd. (the "Vendor"), a private company controlled by Eric Sprott. A copy of the press release is filed herewith as Exhibit 99.1. The Acquisition was made pursuant to a Share Purchase Agreement between Athena and the Vendor dated December 22, 2023, pursuant to which Athena acquired 10,000,000 common shares from the Vendor for consideration consisting of the issuance of 16,546,669 common shares in the capital of Athena (the " Athena Shares "). 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.

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits Item Title 99.1 Press Release 104 Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) 2

SIGNATURES

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: January 4, 2024 By: /s/ John C. Power John C. Power, President 3

View Full Filing

View this 8-K filing on SEC EDGAR