Athena Gold Corp Files 8-K on Equity Sales
Ticker: AHNRF · Form: 8-K · Filed: Dec 9, 2024 · CIK: 1304409
Sentiment: neutral
Topics: unregistered-sales, equity, regulation-fd
TL;DR
Athena Gold Corp sold unregistered equity, check financials.
AI Summary
Athena Gold Corporation filed an 8-K on December 4, 2024, reporting unregistered sales of equity securities and a Regulation FD disclosure. The filing also includes financial statements and exhibits. The company, incorporated in Delaware, is involved in gold and silver ores extraction.
Why It Matters
This filing indicates potential dilution for existing shareholders due to unregistered equity sales and provides updated financial information.
Risk Assessment
Risk Level: medium — Unregistered sales of equity can lead to dilution and signal potential financial distress or a need for capital.
Key Numbers
- 000-51808 — SEC File Number (Identifies the company's filing history with the SEC.)
- 90-0158978 — IRS Employer Identification number (Company's tax identification number.)
Key Players & Entities
- ATHENA GOLD CORP (company) — Registrant
- Delaware (jurisdiction) — State of incorporation
- 2010 A Harbison Drive # 312 (address) — Principal executive office address
- Vacaville, CA 95687 (address) — Principal executive office address
FAQ
What type of equity securities were sold unregistered?
The filing does not specify the type of equity securities sold unregistered, only that such sales occurred.
What is the purpose of the Regulation FD Disclosure?
The filing indicates a Regulation FD Disclosure was made, but the specific content of that disclosure is not detailed in this excerpt.
When was the earliest event reported in this 8-K?
The earliest event reported in this 8-K was on December 4, 2024.
What is Athena Gold Corporation's Standard Industrial Classification?
Athena Gold Corporation's Standard Industrial Classification is GOLD & SILVER ORES [1040].
What were Athena Gold Corp's former company names?
Athena Gold Corp was formerly known as ATHENA SILVER CORP, ATHENA SILVER Corp, and Athena Silver Corp, with name changes occurring on March 15, 2010, March 8, 2010, and February 4, 2010, respectively.
Filing Stats: 1,118 words · 4 min read · ~4 pages · Grade level 11.1 · Accepted 2024-12-09 14:14:17
Key Financial Figures
- $1,000,000 — Offering amount has increased from CAD $1,000,000 to CAD$1,250,000. Effective December 4,
- $1,250,000 — has increased from CAD $1,000,000 to CAD$1,250,000. Effective December 4, 2024, the Compan
- $110,000 — 200,000 Units for gross proceeds of CAD $110,000. The price of each unit is CAD$0.05 per
- $0.05 — $110,000. The price of each unit is CAD$0.05 per unit. Each Unit consists of one com
- $0.12 — stock of the Company at a price of CAD $0.12 at any time on or before the first busi
Filing Documents
- athenagold_8k.htm (8-K) — 32KB
- athenagold_ex9901.htm (EX-99.1) — 19KB
- athenagold_ex9902.htm (EX-99.2) — 28KB
- image_001.jpg (GRAPHIC) — 7KB
- image_002.jpg (GRAPHIC) — 5KB
- image_003.jpg (GRAPHIC) — 41KB
- image_004.jpg (GRAPHIC) — 39KB
- 0001683168-24-008564.txt ( ) — 387KB
- ahnr-20241204.xsd (EX-101.SCH) — 3KB
- ahnr-20241204_lab.xml (EX-101.LAB) — 33KB
- ahnr-20241204_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. On December 4, 2024 the Board of Directors of Athena approved the increase in the amount of a private placement offering of the Company's Units (the "Offering") first reported on the Company's Form 8-K dated October 29, 2024 and filed with the Securities and Exchange Commission ("SEC") on October 31, 2024. The Offering amount has increased from CAD $1,000,000 to CAD$1,250,000. Effective December 4, 2024, the Company closed the second tranche of the Offering. In connection with the closing of the second tranche, the Company has issued 2,200,000 Units for gross proceeds of CAD $110,000. The price of each unit is CAD$0.05 per unit. Each Unit consists of one common share in the capital stock of the Company and one half common share purchase warrant, with each whole warrant entitling the holder thereof to purchase one common share in the capital stock of the Company at a price of CAD $0.12 at any time on or before the first business day that is 36 months after the closing of the Offering. b. (i) The Units sold under 1(a) above were issued in an offering under Regulations S and D of the Securities Act of 1933, as amended. The Units sold in the Regulation D offering, were issued to two (2) US Persons, each of whom qualifies as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933. The Units, including the shares of Common Stock and Warrants issued are "restricted securities" under the Securities Act of 1933, as amended and the certificates evidencing same bear the Company's customary restrictive legend along with a restrictive legend specific to the Provinces of Canada in which the Units were sold c. Not applicable. d. The securities issued under 1(a) above were issu
01 REGULATION FD DISCLOSURE
ITEM 7.01 REGULATION FD DISCLOSURE On December 4, 2024, the Company issued a press release announcing (i) the increase in its private placement offering (the " Offering ") of units of the Company (each, a " Unit ") to up to 25,000,000 Units at a price of CAD $0.05 per Unit for aggregate gross proceeds of up to CAD $1,250,000 and (ii) it has closed the second tranche of the Offering through the issuance of 2,200,00 Units for gross proceeds of CAD $110,000 as is detailed above in Item 3.02. A copy of the press release is filed herewith as Exhibit 99.1. Also on December 4, 2024, the Company issued a press release reporting additional high-grade gold samples from its reconnaissance prospecting program at its newly acquired Laird Lake project, located in Ontario's prolific Red Lake Gold District. The Laird Lake project, spanning 4,158 hectares and covering >10 km of Balmer-Confederation Assemblage contact, represents an underexplored portion of the Red Lake Gold District. The road-accessible project lies approximately 10 km west of West Red Lake Gold Mines' flagship Madsen mine and 34 km northwest of Kinross Gold's Great Bear project. 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 Exhibits 99.1 and 99.2, 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 Exhibits 99.1 and 99.2, that is required to be
01 FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits Item Title 99.1 Press Release 99.2 Press Release 104 Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)
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: December 9, 2024 By: /s/ John C. Power John C. Power, President 3