ATHA SILV: ATHENA GOLD CORPORATION REACHES AGREEMENT TO PURCHASE TWO KEY PATENTED CLAIMS IN ITS FLAGSHIP EXCELSIOR SPRINGS PROJECT – Form 8-K

ATHENA GOLD CORPORATION REACHES AGREEMENT TO PURCHASE TWO KEY PATENTED CLAIMS IN ITS FLAGSHIP EXCELSIOR SPRINGS PROJECT

VACAVILLE, CA – June 9, 2022 – Athena Gold Corporation (OTCQB: AHNR)(CSE: ATHA) (“Athena“or the”Company“) declares to have entered into an acquisition agreement (the “acquisition agreement“) with a private arm’s length party (the “Seller“) to purchase a 100% undivided interest (the “Transaction“) in the Fortunatus and Prout Patent Mining Claims (Mineral Survey 4106) in Esmeralda County, Nevada (the “Complaints“) for $185,000 (the “Purchase price“). The transaction is expected to close no later than July 1, 2022 (the “Closing“).

Complaints

The claims are currently held by the Company under a lease option agreement which expires in June 2023 and form an integral part of the Company’s flagship Excelsior Springs project, including the historic high-grade gold Buster mine. The Fortunatus vein claim was originally located on July 10, 1873 and the Prout vein claim was located on January 21, 1892.

Commercial conditions

The commercial conditions of the Operation are:

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The purchase price of USD 185,000 will be settled as follows:

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$25,000 will be settled in cash paid by the Company to the Seller at closing;

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$35,000 of the purchase price will be satisfied by the issue and delivery to the seller at closing of 500,000 shares of common stock of the company (the “Counterpart shares“), each issued at a price of $0.07 per consideration share (being the 20-day volume-weighted average price in the over-the-counter market, calculated from the day the acquisition agreement was fully executed). The Consideration Shares must be deposited in escrow for delivery to the Seller upon registration of the Claims Transfer Deed. The Consideration Shares will be subject to applicable United States resale restrictions; and

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USD 125,000 will be settled by a loan to the Company from the Seller (the “Ready“) at closing, repayable by the Company in quarterly installments of $25,000, commencing 120 days after closing and continuing on the same day of each consecutive calendar quarter until 15 months after closing, at which time the entire Outstanding Balance The principal balance will be payable. The loan will be evidenced by a guaranteed first purchase note issued by the Company to the seller.

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Seller will waive the 2% net smelter royalty on patent claims in favor of Athena upon payment in full of the purchase price.

John Power, President and CEO of Athena, said, “We are pleased to have agreed to acquire these patented claims from a private party that has supported our exploration efforts at the Excelsior Springs project. These are the only patented concessions in our project area and are at the heart of the Excelsior Springs project. Our lease option on these claims was due to expire in June 2023 and this early purchase was beneficial for both parties.

About Athena Gold Corporation

Athena is engaged in mining exploration and acquisition of mining assets. Its objective is to locate and develop economic precious and base metal properties and to conduct its exploration program at the Excelsior Springs Project, located in Esmeralda County, Nevada, approximately 45 miles southwest of Goldfield, Nevada.

For more information about Athena Gold Corporation and our Excelsior Springs Gold Project, please visit www.athenagoldcorp.com.

On behalf of the Board of Directors

John Power
CEO and President

Contact:

Phone: John Power, 707-291-6198
Email: [email protected]

Forward-looking statements

This press release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian and United States securities laws. All statements, other than statements of historical fact, included herein, including, without limitation, statements regarding payment of the purchase price and loan, completion of the transaction, and plans expected business and the timing of the company’s future activities, are forward-looking statements. Although the Company believes these statements to be reasonable, it cannot guarantee that these expectations will prove to be correct. Forward-looking statements are generally identified by words such as: “believes”, “will”, “expects”, “anticipates”, “intends”, “estimates”, “plans”, “may” , “should”, “potential”, “expected”, or variations of these words and similar phrases and expressions, which by their nature refer to future events or results that may, might, might or will occur or be made or achieved. In making the forward-looking statements contained in this press release, the Company has applied several important assumptions, including, without limitation, that there will be investor interest in future financings, that market fundamentals will result in sustained demand and prices for precious metals, the receipt of all necessary permits, licenses and regulatory approvals in connection with the future exploration and development of the Company’s projects in a timely manner, the availability of financing ent on terms appropriate for the exploration and development of the Company’s projects and the Company’s ability to comply with environmental, health and safety laws.

The Company cautions investors that the Company’s forward-looking statements are not guarantees of future results or performance, and that actual results may differ materially from those in the forward-looking statements due to a variety of factors, including operating difficulties and techniques in connection with mining exploration and development activities, the actual results of exploration activities, the estimation or realization of mineral reserves and mineral resources, the inability of the Company to obtain the necessary financing to carry out its activities and affairs, as currently contemplated, the timing and amount of estimated future production, production costs, capital expenditures, costs and timing of developing new fields, capital requirements additional information, future prices of precious metals, changes in general economic conditions es, changes in financial markets and in market demand and prices for commodities, lack of investor interest in future financing, accidents, labor disputes and other risks of the mining industry, delays in obtaining government approvals, permits or funding or in carrying out development or construction activities, risks relating to epidemics or pandemics such as COVID-19, including the impact of COVID-19 on the business , the Company’s financial condition and results of operations, changes in laws, regulations and policies affecting mining operations, title disputes, the Company’s failure to obtain necessary permits, consents, approvals or authorizations , including the Canadian Securities Exchange, the timing and possible outcome of any pending litigation, environmental issues and liabilities, and other factors and risks which are discussed in the Company’s periodic filings with the SEC and disclosed in the Company’s final long form prospectus dated August 31, 2021.

Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any forward-looking statements contained in this press release or incorporated by reference herein, except as otherwise required by law.

Luisa D. Fuller