Athena Gold Corp Files 8-K on Asset Acquisition/Disposition

Ticker: AHNRF · Form: 8-K · Filed: Oct 2, 2024 · CIK: 1304409

Sentiment: neutral

Topics: material-definitive-agreement, acquisition, disposition, regulation-fd

TL;DR

Athena Gold Corp just filed an 8-K for an asset deal - could be big!

AI Summary

On September 30, 2024, Athena Gold Corporation entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Athena Gold Corp, potentially involving a major change in its asset base or business structure.

Risk Assessment

Risk Level: medium — Material definitive agreements and asset acquisitions/dispositions can introduce significant financial and operational risks.

Key Players & Entities

FAQ

What specific type of material definitive agreement was entered into by Athena Gold Corporation?

The filing indicates a material definitive agreement related to the completion of an acquisition or disposition of assets, but the specific details of the agreement are not provided in this summary.

What is the significance of the 'Completion of Acquisition or Disposition of Assets' item in this 8-K filing?

This item signifies that Athena Gold Corporation has finalized a transaction involving the acquisition or sale of assets, which could materially impact the company's operations and financial standing.

What does 'Regulation FD Disclosure' mean in the context of this filing?

Regulation FD Disclosure means that Athena Gold Corporation is making public disclosures to prevent selective disclosure of material non-public information.

What are the 'Financial Statements and Exhibits' mentioned in the filing?

These are likely supporting documents that provide detailed financial information and other relevant exhibits related to the events reported in the 8-K.

When was Athena Gold Corporation incorporated, and what is its IRS Employer Identification number?

Athena Gold Corporation was incorporated in Delaware and its IRS Employer Identification number is 90-0158978.

Filing Stats: 833 words · 3 min read · ~3 pages · Grade level 11.7 · Accepted 2024-10-02 14:40:57

Filing Documents

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS Effective September 30, 2024 Athena Gold Corporation (the "Company") Company has executed a Purchase and Sale Agreement (the "PSA") dated September 30, 2024 with Libra Lithium Corp. ("Libra"), a privately-held company, to acquire up to a 100% right, title and interest in the Laird Lake and Oneman Lake gold projects in Ontario (collectively called the "Properties") (the "Acquisition") as more particularly described in the PSA, a copy of which is filed herewith as Exhibit 10.1. Under the terms of PSA Athena will acquire Libra's Laird Lake and Oneman Lake projects in Ontario through the issuance of 43,865,217 common shares from our British Columbia Canada subsidiary (Nova Athena Gold Corporation) to Libra. Upon completion of the planned amalgamation and continuation, Libra will own 43,865,217 shares in Athena upon completion of the planned amalgamation.

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE On October 1, 2024, the Company issued a press release announcing the execution of the PSA described above in item 1.01 above. In addition, the press release indicated that, upon final regulatory approvals, members of Libra's board and management teams are expected to join Athena Gold. David Goodman, LLB, CFA, will join the Board of Directors as Chairman and Koby Kushner, P.Eng., CFA, will take on the role of President, CEO, and Director. John Power, current President of Athena Gold, is expected to remain as Secretary and Director. Ty Minnick will remain as Chief Financial Officer. The Board of Directors will consist of Athena's current Board of Directors which includes John Power, Brian Power and John Hiner and be expanded to five members with David Goodman and Koby Kushner. Members from Libra's technical team, Benjamin Kuzmich, MSc, P.Geo, and Andrew Jedemann, MSc, P.Geo, are expected to join Athena Gold as Vice President, Exploration, and Exploration Manager, respectively. 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 Exhibits hereto, 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 10.1 Purchase and Sale Agreement 99.1 Press Release dated October 1, 2024 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: October 2, 2024 By: /s/ John C. Power John C. Power, President 3

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