UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~ 23February 4, 2025

ATHENA GOLD CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-51808

90-0158978

(State or other jurisdiction

of incorporation)

(Commission File

Number)

(I.R.S. Employer Identification

number)

2010 A Harbison Drive # 312, Vacaville, CA 95687

(Address of principal executive offices) (Zip Code)

(Registrant's telephone number, including area code) (707) 291-6198

______________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 71.01 ~~REGULATION~~ENTRY FDINTO ~~DISCLOSURE~~A MATERIAL DEFINITIVE AGREEMENT

OnEffective ~~January~~February 234, 2025 ~~the~~Athena ~~Company~~Gold ~~issued a press~~Corporation ~~release~~(the ~~reporting~~“Company”) ~~initial~~Company ~~results~~executed ~~from~~an ~~its~~Agreement ~~recently~~and ~~completed~~Plan ~~fall~~of ~~regional~~Merger ~~prospecting~~ and ~~sampling~~Amalgamation ~~program~~(the at“Agreement”) ~~its~~by ~~100%-owned Excelsior Springs project in Nevada. In November 2024, Big Rock Exploration was hired to complete a regional prospecting~~ and ~~mapping program over~~among the ~~Excelsior~~Company ~~Springs project, which covered the Buster, Lida Belle,~~ and ~~Blue~~Nova ~~Dick~~Athena ~~target~~Gold ~~areas~~Corp. ~~The intention is to build~~ a ~~regional framework~~British ~~to guide and prioritize future exploration. While full analytical results remain pending~~Columbia, ~~the~~Canada ~~Company~~company is(“Athena ~~pleased to report high-grade precious metal values from surface grab samples~~BC”), ~~including up to 6,630 g/t Ag from the Blue Dick area –~~ a ~~target~~wholly-owned ~~with~~subsidiary ~~no known historical drill records. A copy~~ of the ~~press release is filed herewith as Exhibit 99~~ Company.1

~~The~~Under ~~information~~the interms ~~this~~of ~~Current~~the ~~Report~~Agreement onthe ~~Form~~Company ~~8-K~~will redomesticate ~~furnished~~from ~~pursuant~~ Delaware to ~~Item~~British ~~7.01,~~Columbia ~~including~~by ~~Exhibit~~completing ~~99.1,~~a ~~shall~~merger ~~not~~and beamalgamation ~~deemed~~with toand beinto Athena BC with Athena BC as the surviving corporation (the “~~filed~~Redomestication”) ~~for~~as more particularly described in the ~~purposes~~Agreement, a copy of ~~Section~~which 18is filed herewith as Exhibit 10.1. Consummation of the ~~Securities~~Redomestication ~~Exchange Act~~is ofsubject ~~1934,~~to asnumerous ~~amended~~conditions (including having the ~~“Exchange~~transaction ~~Act”),~~approved orby ~~otherwise~~shareholders owning ~~subject~~at toleast ~~liability~~a ~~under~~majority ~~that~~of ~~section,~~the issued and ~~they~~outstanding ~~shall~~shares ~~not~~of ~~be deemed~~the ~~incorporated~~Company. byThe ~~reference~~Company inhas ~~any~~filed ~~filing~~a ~~under~~registration statement on Form S-4 (the ~~Securities~~“Registration ~~Act~~Statement”) which registers the issuance of ~~1933,~~shares asof ~~amended,~~Athena orBC to the ~~Exchange~~Athena ~~Act,~~shareholders ~~except~~ as ~~shall~~part of bethe ~~expressly set~~merger. ~~forth~~That Registration Statement was declared effective by ~~specific~~the ~~reference~~SEC inon ~~such~~February ~~filing~~4, 2025. ByThe ~~filing~~Company ~~this~~has ~~Current~~scheduled ~~Report~~an onannual and ~~Form~~special ~~8-K~~meeting ~~and~~of ~~furnishing~~shareholders ~~this~~for ~~information~~March ~~pursuant~~27, 2025 at which time the shareholders will be asked to ~~Item~~ ~~7.01,~~approve the Redomestication. The Company ~~makes~~will nobe ~~admission~~filing asand todistributing ~~the~~a ~~materiality~~definitive ofproxy ~~any~~statement ~~information~~and inrelated ~~this~~proxy ~~Current~~materials ~~Report~~in onconnection ~~Form~~with ~~8-K,~~that ~~including~~meeting. ~~Exhibit~~Assuming ~~99.1,~~shareholder ~~that~~approval is ~~required~~obtained, tothe beRedomestication ~~disclosed~~should ~~solely~~be bycompleted ~~Regulation~~shortly FDthereafter.

Shareholders of the Company can review the Registration Statement and related exhibits at www.sec.gov. for further information about the proposed transaction.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

Exhibits

Item	Title
99.1	Press Release
10.1	Agreement and Plan of Merger and Amalgamation
104	Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

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 28, 2025	By:	/s/ John C. Power
Date: February 5, 2025	By:	/s/ John C. Power
		John C. Power, President

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