ATHENA GOLD CORP

The SEC declared Athena's redomestication registration statement effective; the company scheduled a March 27, 2025 shareholder vote to approve the move from Delaware to British Columbia -- the next step toward completing the Libra transaction and installing the incoming leadership team.

material agreement

The first amendment pushed the redomestication vote from December 2024 to 27 March 2025 (record date 18 February) and answered the SEC where it mattered: the conclusion that the new British Columbia entity "should be treated as a U.S. corporation" under the anti-inversion rules was softened to what the company merely "expects", to be confirmed only after the move completes, and a passive foreign investment company risk factor was added with outside Canadian tax counsel now named as having reviewed the analysis. The meeting agenda also gained the tabling of the 2023 audited accounts, as a Canadian annual meeting requires.

business combination

Athena filed a registration statement to redomesticate from Delaware to British Columbia by merging into its own subsidiary, Nova Athena Gold Corporation -- the vehicle through which the Libra transaction and incoming leadership were to be implemented -- requiring a shareholder vote.

business combination

Days after agreeing to acquire the Libra Lithium Ontario projects, Athena opened a new CAD$1,000,000 private placement and closed its first tranche -- CAD$600,000 from 12,000,000 units at CAD$0.05 -- raising cash alongside the pending change-of-control transaction.

capital raising announcement

Athena agreed to acquire two Ontario gold projects (Laird Lake and Oneman Lake) from private Canadian company Libra Lithium, paying with shares of a new British Columbia subsidiary -- and, tellingly, to bring in Libra's own leadership: David Goodman as incoming Chairman and Koby Kushner as incoming President/CEO, with longtime CEO John Power stepping back to Secretary/Director. The board would expand from three to five. Effectively a change-of-control transaction structured as an asset purchase.

asset acquisition disposition

Surface sampling at a newly staked target, the historic Lida Bell mine two miles away, returned bonanza-grade rock samples -- 51.4 g/t gold and 509 g/t silver -- adding a second high-grade target to the expanding Excelsior Springs land package.

drilling result

Athena raised CDN$1,015,000 (14,500,000 units at CDN$0.07) -- its largest private placement to date -- continuing to fund Excelsior Springs.

capital raising announcement

Follow-up drilling confirmed and extended the DB-23 discovery in both directions, prompting Athena to name the area the "Western Slope Zone" and float the possibility of a much larger intrusion-related gold system.

drilling result

Athena's first drill program at Excelsior Springs struck its best hole yet: DB-23 returned 15.3 g/t gold over 35 feet within a 110-foot mineralized zone, the strongest intercept in the project's drilling history and still open along strike -- the discovery that would come to define the project.

drilling result

Athena completed full ownership of Excelsior Springs, restructuring the deal into an outright purchase of Nubian's project-holding subsidiary for 50 million Athena shares (including the 5 million already issued) plus a 1% smelter royalty to Nubian. Nubian gained a board seat and agreed to a 12-month standstill on its stake pending a planned pro-rata distribution of the shares to its own shareholders.

asset acquisition disposition

Athena closed the first tranche of a new CAD-denominated private placement -- CDN$500,000 from 6,250,000 units (share plus 3-year warrant) at CDN$0.08 -- its first raise priced in Canadian dollars, reflecting the growing Canadian investor base backing the Excelsior Springs gold story.

capital raising announcement

Athena sold its entire Langtry-holding subsidiary, Athena Minerals, to TriPower Resources -- a company controlled by lender John Gibbs -- in exchange for wiping out roughly $2 million owed under the 2012 credit agreement plus accrued interest, keeping a two-year option to buy the subsidiary back for $2.6 million. The insider debt that had financed a decade of silver exploration was resolved, at the cost of the silver project itself, in a related-party deal.

asset acquisition disposition

A consolidated year-end filing bundled several transactions: Athena granted Stronghold Silver USA Corp an option (signed Dec 21, 2020) to acquire 100% of 36 unpatented Calico-district claims for $1 million by Dec 2025 -- a new counterparty over the Langtry-area silver ground, agreed just weeks before Athena transferred the entire Langtry-holding subsidiary to lender John Gibbs's TriPower Resources (Jan 14, 2021); how the two transactions interact isn't clear from this filing. Separately, Athena raised $123,000 cash, issued 5,000,000 shares to Nubian Resources under the new Excelsior Springs option, and converted $315,000 of 2012-era Gibbs advances plus $96,500 of accrued Power management fees into 9.1 million more shares -- clearing old insider debt right before the bigger TriPower settlement.

capital raising announcement

Athena and Nubian signed a definitive, two-tranche option agreement for Excelsior Springs: an immediate 10% interest for 5 million Athena shares, with a further 90% purchasable by end-2021 for 45 million more shares -- formalizing the August letter of intent.

asset acquisition disposition

Days after walking away from Langtry, Athena signed a letter of intent with Nubian Resources to option Nubian's Excelsior Springs gold exploration project in Nevada, paying with 50 million Athena shares -- the company's pivot from silver back toward gold, and the start of its relationship with Nubian.

material agreement

Athena terminated its decade-old Langtry lease/option outright, while separately securing a conditional 1% royalty on any future silver production there (contingent on paying off a remaining $100,000 owed under a 2015 royalty-buydown deal with Mobil) -- effectively giving up direct control of its flagship silver project while retaining a thin royalty claim on it.

material agreement termination

Athena replaced its Langtry lease with an entirely new 20-year lease/option, resetting option payments and royalty terms -- a comprehensive refresh of the deal underpinning the project since 2010, with $130,000 of deferred rent from the old lease still owed on exercise.

material agreement

Athena formalized its insider financing with John Gibbs into the '2012 credit agreement': an unsecured $1 million facility at 5% interest, convertible into stock at $0.50/share, initially due July 2013. This is the facility later referenced through years of extensions and ultimately settled in Jan 2021 by handing Gibbs the entire Langtry-holding subsidiary. Athena also issued 25,000 shares for services.

capital raising announcement

Athena converted $286,831 of accumulated promissory notes and advances into 1,147,324 shares -- one of the largest debt-to-equity conversions yet, folding a big chunk of accrued insider financing into equity.

capital raising announcement

Athena's first drill program at Langtry validated the historical silver estimate: ten vertical holes largely replicated 1970s-era results from Superior Oil, with intercepts as strong as 4.47 oz/ton silver over 85 feet -- an early, encouraging confirmation of the project's resource potential.

drilling result

Athena Silver announced it had completed a $607,500 private placement -- 2,430,000 shares at $0.25, well above the $0.10 price of its 2010 raises -- a step up in both raise size and per-share price suggesting improving investor interest in Langtry.

capital raising announcement

Athena Silver sold its now-dormant brewing subsidiary, Golden West Brewing, to CEO Power and investor Gibbs for $100, issuing them 2.5 million shares in exchange for indemnifying Athena against the subsidiary's roughly $1 million in remaining liabilities -- the final severance of the beer business, leaving Athena a pure-play mining explorer.

asset acquisition disposition

Newly renamed Athena Silver disclosed its FY2008 and early-2009 financial statements could no longer be relied on: related-party debt forgiveness had been wrongly booked as a gain rather than contributed capital, forcing a restatement of the 10-K and three 10-Qs.

financial restatement

Newly renamed Athena Silver Corporation sold the first tranche of a private offering -- 1,095,000 shares at $0.10 for $109,500 cash -- the first capital raised under the new mining identity, with a further tranche to follow.

capital raising announcement

The company abandoned brewing altogether: new subsidiary Athena Minerals optioned a 413-acre patented silver/barite claim block in San Bernardino County's Calico Mining District -- decades-old, unverified estimates put roughly 52 million ounces of silver on the property -- and shareholders approved renaming the company Athena Silver Corporation. A full pivot from beer to mining.

material agreement

Outside counsel Clifford Neuman converted $100,000 in accrued fees and a convertible debenture into 2.5 million shares priced at a 20% discount to market -- the brewery paying off an insider with deeply discounted stock as cash ran out, shortly before the business was wound down and repurposed as a mining shell.

capital raising announcement

Golden West restructured internally, moving its beer trademarks into a new subsidiary and handing all actual brewing to Mendocino Brewing under a production agreement. Its own Chico, CA brewery was shut down and its equipment marked for resale, with an impairment charge to follow -- the company was giving up manufacturing to survive as a beer marketer only.

material agreement

Golden West's brewing subsidiary borrowed $200,000 via a 6% convertible debenture secured by essentially all its tangible and intangible assets -- a sign of tightening finances as the brewery's viability came into question, about a year before it was abandoned for mining.

capital raising announcement

The Fish Brewing acquisition fell through -- Golden West and the seller mutually rescinded the deal, apparently unable to meet the ownership-threshold condition.

material agreement termination

Golden West signed a stock purchase agreement to acquire a majority stake in Fish Brewing Company, an Olympia, WA organic microbrewery, contingent on rounding up enough other sellers to reach 51% ownership by June 30, 2008. (Filed under a debt-financing item code, but the filing's actual content is entirely about this acquisition attempt -- corrected here.)

material agreement

Golden West's board approved a $350,000 credit facility from four company insiders, including CEO John Power -- convertible into stock at a discount to market and paying a stock-fee kicker on every advance. An early sign the brewer was leaning on related-party financing to stay afloat.

debt financing

President John Power assigned $225,000 of advances the brewery owed him to two entities, Shana Capital and Webquest, which converted the debt into 300,000 shares of newly authorized Series A Convertible Preferred Stock -- the first instance of insider debt being restructured into equity, a maneuver the company (later Athena Silver, then Athena Gold) repeated for the next decade under the same CEO.

capital raising announcement