Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 000-51808

ATHENA GOLD CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

90-0775276

(IRS Employer Identification Number)

2010A Harbison Drive #312, Vacaville, CA

(Address of principal executive offices)

95687

(Zip Code)

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

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated Filer ☐	Accelerated Filer ☐
Non-accelerated Filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On November 7, 2024, there were 185,723,633 shares of the registrant’s common stock, $.0001 par value, outstanding.

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION		3

Item 1.	FINANCIAL STATEMENTS	3
	Consolidated Balance Sheets (unaudited)	3
	Consolidated Statements of Operations (unaudited)	4
	Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)	5
	Consolidated Statements of Cash Flows (unaudited)	6
	Notes to Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4.	Controls and Procedures	21

PART II. OTHER INFORMATION		22

Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	22
	Signature	23

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

ATHENA GOLD CORPORATION

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(unaudited)


	9/30/24			12/31/23
Assets
Current assets
Cash	$	6,553		$	2,808
Prepaid expenses		26,000			45,647
Investment in securities		401,122			0
Total current assets		433,675			48,455

Other assets
Investment in securities		0			496,400
Mineral rights		6,241,114			6,196,114
Total other assets		6,241,114			6,692,514

Total assets	$	6,674,789		$	6,740,969

Liabilities and Stockholders’ Equity

Current liabilities
Accounts payable	$	149,786		$	144,695
Accounts payable - related party		209,655			100,500
Advanced deposits		0			46,000
Warrant and option liability		327,868			29,151
Total current liabilities		687,309			320,346

Long term liabilities
Note payable and accrued interest - related party		101,907			0
Warrant liability		138,753			102,811
Total long term liabilities		240,660			102,811

Total liabilities		927,969			423,157

Stockholders’ equity
Preferred stock, $.0001 par value, 5,000,000 shares authorized, none outstanding		0			0
Common stock - $0.0001 par value; 250,000,000 shares authorized, 173,723,633 and 167,138,069 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		17,373			16,714
Additional paid in capital		17,500,619			17,391,148
Accumulated deficit		(11,771,172	)		(11,090,050	)

Total stockholders’ equity		5,746,820			6,317,812

Total liabilities and stockholders’ equity	$	6,674,789		$	6,740,969

Commitments and contingencies (Note 5)

See accompanying notes to the unaudited financial statements.

ATHENA GOLD CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(unaudited)


	Three Months Ended						Nine Months Ended
	9/30/24			9/30/23			9/30/24			9/30/23

Operating expenses
Exploration, evaluation and project expenses	$	72,185		$	122,826		$	134,585		$	327,023
General and administrative expenses		80,311			89,180			284,951			350,637
Total operating expenses		152,496			212,006			419,536			677,660

Net operating loss		(152,496	)		(212,006	)		(419,536	)		(677,660	)

Interest income		0			2,598			0			2,598
Interest expense		(1,529	)		0			(1,907	)		0
Realized loss on investment		(12,452	)		0			(12,452	)		0
Unrealized gain (loss) on investment		46,239			0			(11,585	)		0
Revaluation of warrant and option liability		(43,930	)		785,941			(235,642	)		1,213,301
Net income (loss)	$	(164,168	)	$	576,533		$	(681,122	)	$	538,239

Weighted average common shares outstanding – basic and diluted		173,723,633			150,591,400			172,848,616			144,589,568

Income per common share – basic and diluted	$	0.00		$	0.00		$	0.00		$	0.00

See accompanying notes to the unaudited financial statements.

ATHENA GOLD CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(EXPRESSED IN US DOLLARS)

(Unaudited)


					Additional
	Common Stock				Paid In			Accumulated
	Shares		Amount		Capital			Deficit			Total

December 31, 2022		136,091,400	$	13,609	$	16,652,603		$	(11,702,798	)	$	4,963,414
Stock based compensation		0		0		22,000			0			22,000
Net income		0		0		0			239,461			239,461
March 31, 2023		136,091,400	$	13,609	$	16,674,603		$	(11,463,337	)	$	5,224,875

Private placement, net		14,500,000	$	1,450	$	742,710		$	0		$	744,160
Warrant liability		0		0		(600,067	)		0			(600,067	)
Stock based compensation		0		0		1,658			0			1,658
Net loss		0		0		0			(277,755	)		(277,755	)
June 30, 2023		150,591,400	$	15,059	$	16,818,904		$	(11,741,092	)	$	5,092,871

Stock based compensation		0	$	0	$	1,658		$	0		$	1,658
Net income		0		0		0			576,533			576,533
September 30, 2023		150,591,400	$	15,059	$	16,820,562		$	(11,164,559	)	$	5,671,062

December 31, 2023		167,138,069	$	16,714	$	17,391,148		$	(11,090,050	)	$	6,317,812
Private placement, net		5,000,000		500		147,841			0			148,341
Warrant liability		0		0		(68,774	)		0			(68,774	)
Stock based compensation		0		0		555			0			555
Stock issued to pay off debt		685,564		69		25,265			0			25,334
Net loss		0		0		0			(340,763	)		(340,763	)
March 31, 2024		172,823,633	$	17,283	$	17,496,035		$	(11,430,813	)	$	6,082,505

Stock based compensation		600,000	$	60	$	23,940		$	0		$	24,000
Stock issued to pay off debt		300,000		30		10,887			0			10,917
Net loss		0		0		0			(176,191	)		(176,191	)
June 30, 2024		173,723,633	$	17,373	$	17,530,862		$	(11,607,004	)	$	5,941,231

Option liability		0	$	0	$	(30,243	)	$	0		$	(30,243	)
Net loss		0		0		0			(164,168	)		(164,168	)
September 30, 2024		173,723,633	$	17,373	$	17,500,619		$	(11,771,172	)	$	5,746,820

See accompanying notes to the unaudited financial statements.

ATHENA GOLD CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(unaudited)


	Nine Months Ended
	9/30/24			9/30/23

Cash flows from operating activities
Net income (loss)	$	(681,122	)	$	538,239
Adjustments to reconcile net loss to net cash used in operating activities
Revaluation of warrant and option liability		235,642			(1,213,301	)
Realized loss on investments		12,452			0
Unrealized loss on investments		11,585			0
Share based compensation		24,555			25,316
Change in operating assets and liabilities:
Prepaid expense		19,647			(13,800	)
Accounts payable		41,342			(1,995	)
Accounts payable - related party		109,155			24,777

Net cash used in operating activities		(226,744	)		(640,764	)

Cash flows from investing activities
Purchase of mineral properties		(45,000	)		0
Proceeds from sale of investments		71,241			0

Net cash used in investing activities		26,241			0

Cash flows from financing activities
Loan from related parties		101,907			25,000
Deposits for future private placement		(46,000	)		0
Payments on notes payable		0			(81,210	)
Proceeds from private placement of stock, net		148,341			719,160

Net cash provided by financing activities		204,248			662,950

Net decrease in cash		3,745			22,186

Cash, beginning of period		2,808			15,075

Cash, end of period	$	6,553		$	37,261

Noncash investing and financing activities
Interest and taxes paid	$	0		$	0
Stock issued to pay off debt	$	36,251		$	25,000
Warrant and option liability recognition	$	99,017		$	600,067

See accompanying notes to the unaudited financial statements.

ATHENA GOLD CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Nature of Business and Summary of Significant Accounting Policies

Nature of Operations

Athena Gold Corporation (“we,” “our,” “us,” or “Athena”) is engaged in the acquisition and exploration of mineral resources. We were incorporated in Delaware on December 23, 2003, and began our mining operations in 2010.

The Company’s properties do not have any reserves. The Company plans to conduct exploration programs on these properties with the objective of ascertaining whether any of its properties contain economic concentrations of precious and base metals that are prospective for mining.

Basis of Presentation and Statement of Compliance

The accompanying consolidated financial statements (the “consolidated financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”).

Basis of Measurement

These consolidated financial statements have been prepared on the going concern basis, under the historical cost convention, except for certain financial instruments that are measured at fair value as described herein.

Principles of Consolidation

The consolidated financial statements include the accounts of Athena Gold Corp. and its wholly owned subsidiaries, Nubian Resources USA (“Nubian USA”) and Nova Athena Gold Corp (“Nova”). All significant inter-entity balances and transactions have been eliminated in consolidation. Subsidiaries are entities the Company controls when it is exposed, or has rights, to variable returns from its involvement in the entity and can affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are included in the consolidated financial results of the Company from the date of acquisition up to the date of disposition or loss of control. Nova was incorporated in British Columbia on September 24, 2024.

Going Concern and Management’s Plans

As at September 30, 2024, the Company has a working capital deficiency of approximately $255,000. The ability of the Company to meet its obligations and continue operations is dependent on its ability to obtain additional debt or equity financing. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.

Cash, Cash Equivalents and Concentration

The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions in the United States and Canada. On September 30, 2024, the Company’s cash balance was approximately $7,000. To reduce the risk associated with the failure of such financial institution, the Company will evaluate, as needed, the rating of the financial institution in which it holds deposits.

Critical Judgments and Estimation Uncertainties

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, and expenses. These estimates and judgments are subject to change based on experience and new information which could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affecting future periods. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.

Share-based compensation – The fair value of share-based compensation is calculated using the Black-Scholes model. The main assumptions used in the model include the estimated life of the option, the expected volatility of the Company’s share price, and the risk-free rate of interest. The resulting value calculated is not necessarily the value that the holder of the option could receive in an arm’s-length transaction.

Impairment of mineral properties – Management applies significant judgment in its assessment of mineral properties and whether there are any indications of impairment. The Company considers both internal and external sources of information when making the impairment assessment. External sources of information considered are changes in the Company’s economic, legal and regulatory environment, which it does not control, but affects the recoverability of its mining assets. Internal sources of information the Company considers include the manner in which mining properties are expected to be used and indications of economic performance.

Warrant and option liability – The fair value of the warrant and option liability is calculated using the Black-Scholes model. The main assumptions used in the model include the estimated life of the warrant and option, the expected volatility of the Company’s share price, and the risk-free rate of interest. The resulting value calculated is not necessarily the value that the holder of the warrant or option could receive in an arm’s-length transaction.

Foreign Currency Translation

The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. The Company has not entered any contracts to manage foreign exchange risk.

These consolidated financial statements are presented in U.S. dollars (“USD”), which is the Company’s reporting currency. The functional currency of the Company and its subsidiaries is the US dollar; therefore, the Company is exposed to currency risk from financial assets and liabilities denominated in Canadian dollars. The Company does not consider the currency risk to be material to the future operations of the Company and, as such, does not have a program to manage currency risk.

Transactions in foreign currencies are recorded in the functional currency at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the period end exchange rates. Non-monetary items are translated at the exchange rates in effect on the date of the transactions. Foreign exchange gains and losses arising from translation are presented in the consolidated statements of loss and comprehensive loss.

Mineral Property Acquisition and Exploration Costs

Mineral property exploration costs are expensed as incurred until economic reserves are quantified. To date, the Company has not established any proven or probable reserves on its mineral properties. Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed. Costs of mineral property acquisitions are being capitalized.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value:

Level 1 - Valuation based on quoted market prices in active markets for identical assets and liabilities.

Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets.

Level 3 - Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value.

The fair value of cash, prepaid expenses, accounts payable, advanced deposits, and note payable approximate their carrying values due to their short term to maturity. The investment in securities is recorded at the fair value through profit and loss using Level 1 inputs. The warrant liabilities are measured at fair value through profit and loss using level 3 inputs (Note 3).

Income Taxes

Income taxes are accounted for under the asset and liability method in accordance with ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent that the recoverability of the asset is unlikely to be recognized.

The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain tax positions taken, or expected to be taken, in an income tax return. The Company has elected to classify interest and penalties related to unrecognized income tax benefits, if and when required, as part of income tax expense in the statement of operations. No liability has been recorded for uncertain income tax positions, or related interest or penalties as of December 31, 2023 and December 31, 2022. The periods ended December 31, 2022, 2021, 2020 and 2019 are open to examination by taxing authorities.

Long Lived Assets

The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. When the Company determines that the carrying value of long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent in the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.

Stock-Based Compensation

Stock-based compensation (“SBC”) is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). This ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

The estimated fair value of each stock option as of the date of grant was calculated using the Black-Scholes pricing model. The Company estimates the volatility of its common stock at the date of grant based on Company stock price history. The Company determines the expected life based on the simplified method given that its own historical share option exercise experience does not provide a reasonable basis for estimating expected term. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The shares of common stock subject to the stock-based compensation plan shall consist of unissued shares, treasury shares or previously issued shares held by any subsidiary of the Company, and such number of shares of common stock are reserved for such purpose.

Derivative Financial Instruments

The Company accounts for derivative instruments in accordance with Financial Accounting Standards Board (“FASB”) ASC 815, Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risk. Terms of convertible debt and equity instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants and options issued is required to be classified as equity or as a derivative liability.

Certain warrants and options are treated as derivative financial liabilities. The estimated fair value, based on the Black-Scholes model, is adjusted on a quarterly basis with gains or losses recognized in the statement of loss and comprehensive loss. The Black-Scholes model is based on significant assumptions such as volatility, dividend yield, expected term and liquidity discounts.

Investment in securities

We have concluded that the Company does not have the ability to exercise significant influence over operating and financial policies of its investee. The Company has elected to measure the investment at fair value less impairment.

Earnings (Loss) per Common Share

The following table shows basic and diluted earnings per share:


	Three Months Ended					Nine Months Ended
	9/30/2024			9/30/2023		9/30/2024			9/30/2023
Basic and diluted earnings (loss) per common share
Earnings (loss)	$	(164,168	)	$	576,533	$	(681,122	)	$	538,239
Basic weighted average shares outstanding		173,723,633			150,591,400		172,848,616			144,589,568
Assumed conversion of dilutive shares		0			0		0			0
Diluted weighted average common shares outstanding, assuming conversion of common stock equivalents		173,723,633			150,591,400		172,848,616			144,589,568
Basic earnings (loss) per common share	$	0.00		$	0.00	$	0.00		$	0.00
Diluted earnings (loss) per common share	$	0.00		$	0.00	$	0.00		$	0.00

The options and warrants that were not included in the diluted weighted average shares calculation were excluded because they were “out-of-the money”. In periods when the Company has a net loss, all common stock equivalents are excluded as they would be anti-dilutive. The following details the dilutive and anti-dilutive shares:

Schedule of anti-dilutive shares
September 30, 2024	Dilutive shares - In the money		Anti-dilutive shares - Out of the money		Total
Options		0		5,230,000		5,230,000
Warrants		0		26,470,303		26,470,303
Total		0		31,700,303		31,700,303

September 30, 2023	Dilutive shares - In the money		Anti-dilutive shares - Out of the money		Total
Options		0		5,230,000		5,230,000
Warrants		0		39,391,053		39,391,053
Total		0		44,621,053		44,621,053

Risks and Uncertainties

Since the formation of the Company, it has not generated any revenue. As an early-stage company, the Company is subject to all the risks inherent in the initial organization, financing, expenditures, complications and delays inherent in a new business. Our business is dependent upon the implementation of our business plan. There can be no assurance that our efforts will be successful or that we will ultimately be able to generate revenue or attain profitability.

Natural resource exploration, and exploring for gold, is a business that by its nature is very speculative. There is a strong possibility that we will not discover gold or any other mineralization which can be mined or extracted at a profit. Even if we do discover gold or other deposits, the deposit may not be of the quality or size necessary for us or a potential purchaser of the property to make a profit from mining it. Few properties that are explored are ultimately developed into producing mines. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides, and the inability to obtain suitable or adequate machinery, equipment or labor are just some of the many risks involved in mineral exploration programs and the subsequent development of gold deposits.

The Company business is exploring for gold and other minerals. If the Company discovers commercially exploitable gold or other deposits, revenue from such discoveries will not be generated unless the gold or other minerals are mined.

Mining operations in the United States are subject to many different federal, state, and local laws and regulations, including stringent environmental, health and safety laws. In the event operational responsibility is assumed for mining our properties, the Company may be unable to comply with current or future laws and regulations, which can change at any time. Changes to these laws may adversely affect any of the Company potential mining operations. Moreover, compliance with such laws may cause substantial delays and require capital outlays greater than those the Company anticipates, adversely affecting any potential mining operations. Future mining operations, if any, may also be subject to liability for pollution or other environmental damage. The Company may choose not to be insured against this risk because of high insurance costs or other reasons.

Recent Accounting Pronouncements

Certain new standards, amendments and interpretations, and improvements to existing standards have been published by the FASB and United States Securities and Exchange Commission but are not yet effective and have not been adopted early by the Company. The Company does not anticipate that any of these pronouncements will have a material impact on its consolidated financial statements.

Note 2 – Mineral Rights - Excelsior Springs

During the year ended December 31, 2021, the Company acquired 100% of Nubian USA from Nubian Resources Ltd. (the “Seller”). Nubian USA holds full ownership of the mining claims comprising the Excelsior Springs Prospect (the “Property”) located in Esmerelda County, Nevada.

The Seller retained a 1% Net Smelter Returns Royalty on the claims it sold to the Company. One-half (0.5%) of the NSR Royalty may be purchased by the Company for CAD $500,000 payable to the Seller. An additional one-half (0.5%) of the NSR Royalty may be purchased by the Company at fair market value.

On June 9, 2022, the Company entered into an agreement to purchase an undivided 100% interest in the Fortunatus and Prout patented lode mining claims in Esmeralda County, Nevada as part of the Excelsior Springs Project for consideration of $185,000. The Agreement was completed in July 2022.

On June 1, 2024 the Company entered into an Asset Purchase Agreement with Silver Reserve Inc. to acquire an 100% interest in 11 unpatented BLM claims covering approximately 220 acres known as the Blue Dick Mine and related mineral claims, together with certain technical data relating to the mining claims. Total consideration paid was $45,000 and a 3% NSR.

Note 3 – Common Stock, Warrants and Options

On June 7, 2024, the Company issued an aggregate of 600,000 shares in the common stock of the Company to two independent directors and the Chief Financial Officer of the Company as compensation for their services.

On June 7, 2024, the Company issued 300,000 common stock to a vendor in settlement of an invoice for services totaling CAD$15,000.

In January 2024, the Company completed the sale of an aggregate of CAD$200,000 of its Units at a purchase price of CAD$0.04 per Unit for a total of 5,000,000 Units. Each Unit consisted of one share of Common Stock and one common stock purchase warrant exercisable for two years to purchase one additional share of Common Stock at a price of CAD$0.05 per share. $27,812 previously classified as a related party account payable was used towards the funds required for the investment in the private placement.

In January 2024, the Company issued 685,564 common stock to a vendor in settlement of invoices for services totaling CAD$34,278.

The Company has issued warrants which have an exercise price in Canadian dollars while the Company’s functional currency is US dollars. Therefore, in accordance with ASU 815 - Derivatives and Hedging, the warrants have a derivative liability value. Outstanding subscription warrants were revalued as of September 30, 2024, with various inputs using a Black Scholes model. Broker warrants are valued at the time of issuance and not remeasured. The following is a summary of warrants issued and outstanding.

As of September 30, 2024:


Issue Date	Expiration Date	Exercise Price (CAD)	Valuation		Volatility		Warrants Issued

Subscription Warrants
4/14/2022	4/13/2025	$0.15	$	67,495		171%		6,250,000
10/24/2022	10/24/2024	$0.12		1,325		227%		500,000
4/24/2023	4/24/2025	$0.10		224,833		169%		14,500,000
1/17/2024	1/17/2026	$0.05		138,753		140%		5,000,000

			$	432,406				26,250,000

Broker Warrants
4/24/2023	4/24/2025	$0.10		7,954	117%	220,303

			$	7,954		220,303

As of September 30, 2023:

Issue Date	Expiration Date	Exercise Price (CAD)	Valuation		Volatility		Warrants Issued

Subscription Warrants
5/25/2021	5/31/2024	$0.15	$	10,990		88%		6,250,000
9/30/2021	5/31/2024	$0.15		5,410		88%		3,108,700
4/14/2022	4/13/2025	$0.15		64,955		105%		6,250,000
8/12/2022	8/12/2024	$0.12		13,624		85%		3,247,500
8/31/2022	8/31/2024	$0.12		9,868		83%		2,300,000
9/14/2022	9/14/2024	$0.12		16,544		93%		2,760,200
10/24/2022	10/24/2024	$0.12		3,449		93%		500,000
4/24/2023	4/24/2025	$0.10		261,746		104%		14,500,000

			$	386,586				38,916,400

Broker Warrants
4/14/2022	4/13/2024	$0.15		1,344	138%	70,000
8/31/2022	8/31/2024	$0.12		6,312	132%	104,250
9/14/2022	9/14/2024	$0.12		2,921	134%	80,100
4/24/2023	4/24/2025	$0.10		7,954	117%	220,303

			$	18,531		474,653

The following is a summary of warrants exercised, issued and expired:


	Total

Balance at December 31, 2022		24,935,560
Exercised		0
Issued		14,720,303
Expired		(264,810	)
Balance at December 31, 2023		39,391,053
Exercised		0
Issued		5,000,000
Expired		(17,920,750	)
Balance at September 30, 2024		26,470,303
Weighted average exercise price	$	0.10

During the third quarter ending September 30, 2024, the Company granted 3,333,333 options to purchase the Company’s investment in Nubian Resources Ltd at an exercise price of CAD$0.06, the options expire on January 31, 2025. The options had an initial valuation of $30,243. Outstanding options were revalued as of September 30, 2024, with various inputs using a Black Scholes model and had a valuation of $34,215, resulting in an adjustment of $3,972 for the three months ended September 30, 2024.

Note 4 – Share Based Compensation

The Company adopted its 2020 Equity Incentive Plan (the “Plan”) which became effective in January 2021. Under the Plan, the Company is authorized to issue up to 10 million shares of common stock pursuant to grants and the exercise of rights under the Plan.

A summary of the stock options as of September 30, 2024, and changes during the periods are presented below:

Schedule of stock options
												SBC Expense - 9 Months Ended
Grant Date	Expiration Date	Exercise Price		Valuation		Volatility		Options Granted		Expected Life (Yrs)		9/30/2024		9/30/2023

3/22/2021	3/22/2026	$	0.0900	$	190,202		211%		2,000,000		3.4	$	0	$	14,262
8/24/2022	8/24/2032	$	0.0600	$	43,456		178%		730,000		5.5		0		0
10/12/2022	10/12/2032	$	0.0600	$	106,109		162%		2,250,000		5.5		0		0
1/16/2023	1/16/2028	$	0.0675	$	13,267		174%		250,000		3.3		555		11,054

												$	555	$	25,316

Schedule of stock option activity
					Weighted
					Average
			Weighted		Remaining
			Average		Contractual		Aggregate
	Number of		Exercise		Life		Intrinsic
	Options		Price		(Years)		Value
Balance at December 31, 2022		4,980,000	$	0.07		7.1	$	0
Exercised		0		0		0		0
Issued		250,000		0.07		4.0		0
Canceled		0		0		0		0
Balance at December 31, 2023		5,230,000		0.07		6		0
Exercised		0		0		0		0
Issued		0		0		0		0
Canceled		0		0		0		0
Balance at September 30, 2024		5,230,000		0.07		5.3		0
Options exercisable at September 30, 2024		5,230,000		0.07		5.3		0

Note 5 – Commitments and Contingencies

None.

Note 6 – Related Party Transactions

Management and Consulting Fees

The Company is subject to a month-to-month management agreement with Mr. Power requiring a monthly payment of $2,500 as consideration for the day-to-day management of Athena, $22,500 was recorded as management fees and are included in general and administrative expenses in the accompanying consolidated statements of operations for the nine months ended September 30, 2024 and 2023.

The Company paid the Chief Financial Officer for consulting services $24,997 and $21,823 for the nine months ended September 30, 2024 and 2023, respectively.

Director Fees

Director fees were paid in stock, as discussed below, for the nine months ended September 30, 2024 versus $30,000 for the nine months ended September 30, 2023.

Stock based compensation

On March 22, 2021, the Company granted 1,500,000 options at a price of $0.09 to three Directors of the Company. The options vest 50% upon issuance, and 25% on each of the first and second anniversaries of the grant date. The options were valued at $142,652 on the grant date and 50% vested on grant date with 25% vesting one year from grant date and the remaining 25% vesting two years from grant date. SBC expense totaling $0 and $14,262 for the nine months ended September 30, 2024 and 2023, respectively.

Advanced deposits and accounts payable

In December 2023, the Company received an advanced deposit for investment into the January 2024 private placement from John Gibbs for $25,000 and from John Power for $21,000. In addition, John Power is due approximately $94,655 and $54,783 as of September 30, 2024 and 2023, respectively for expense reports and other advances made to the Company. John Gibbs is due $115,000 as of September 30, 2024 for advances made to the Company.

Note Payable

On June 7, 2024, the Company executed a promissory note with John Power, the Company’s President and Chief Executive Officer for $100,000 at 6% with a January 2, 2026 maturity date.

In January 2023, the Company executed a promissory note with John Gibbs for $25,000 at 6% that is payable on demand. The amount was converted into equity as part of the April 2023 private placement.

Note 7 – Segmented Information

All long-lived assets are in the United States of America.

Note 8 – Subsequent Events

Effective October 1, 2024, the Company 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.

Under the terms of PSA Athena acquired Libra’s Laird Lake and Oneman Lake projects in Ontario through the issuance of 43,865,217 common shares from the Company’s British Columbia Canada subsidiary (Nova Athena Gold Corporation) to Libra.

Effective October 25, 2024, the Company completed the first tranche of CAD$600,000 of its Units at a purchase price of CAD$0.05 per Unit for a total of 12,000,000 Units. Each Unit consisted of one share of Common Stock and one-half common stock purchase warrant (“Warrant”). Each Warrant is exercisable for three years to purchase one share of Common Stock at a price of CAD$0.12 per share.

On October 31, 2024, the Board of Directors of the Company approved the agreement and plan of merger and amalgamation with Nova. The Company will merge with and into Nova, with Nova as the surviving corporation. The surviving corporation will change its name to Athena Gold Corporation. Each share of the Company’s common stock will be converted into one common share of Nova. The merger requires approval from the majority of the Company’s shareholders and various regulatory consents and filings.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We use the terms “Athena,” “we,” “our,” and “us” to refer to Athena Gold Corporation.

The following discussion and analysis provide information that management believes is relevant for an assessment and understanding of our results of operations and financial condition. This information should be read in conjunction with our audited consolidated financial statements which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and our interim unaudited consolidated financial statements and notes thereto included with this report in Part I. Item 1.

Forward-Looking Statements

Some of the information presented in this Form 10-Q constitutes “forward-looking statements”. These forward-looking statements include, but are not limited to, statements that include terms such as “may,” “will,” “intend,” “anticipate,” “estimate,” “expect,” “continue,” “believe,” “plan,” or the like, as well as all statements that are not historical facts. Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from current expectations. Although we believe our expectations are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially from expectations.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Business Overview

Results of Operations for the Three Months Ended September 30, 2024 and 2023

	Three Months Ended
	9/30/24			9/30/23

Operating expenses
Exploration, evaluation and project expenses	$	72,185		$	122,826
General and administrative expenses		80,311			89,180
Total operating expenses		152,496			212,006

Net operating loss		(152,496	)		(212,006	)

Interest income		0			2,598
Interest expense		(1,529	)		0
Realized loss on investment		(12,452	)		0
Unrealized gain on investment		46,239			0
Revaluation of warrant liability		(43,930	)		785,941
Net income (loss)	$	(164,168	)	$	576,533

Results of Operations for the Nine Months Ended September 30, 2024 and 2023

	Nine Months Ended
	9/30/24			9/30/23

Operating expenses
Exploration, evaluation and project expenses	$	134,585		$	327,023
General and administrative expenses		284,951			350,637
Total operating expenses		419,536			677,660

Net operating loss		(419,536	)		(677,660	)

Interest income		0			2,598
Interest expense		(1,907	)		0
Realized loss on investment		(12,452	)		0
Unrealized loss on investment		(11,585	)		0
Revaluation of warrant and option liability		(235,642	)		1,213,301
Net income (loss)	$	(681,122	)	$	538,239

Operating expenses:

For the three months ended September 30, 2024, the Company decreased general and administrative expenses by approximately $9,000. The decrease was due to the following approximate year over year variances:

Three months ending	9/30/2024		9/30/2023		Variance
Legal and other professional fees	$	40,000	$	66,000	$	(26,000	)
Share based compensation		0		2,000		(2,000	)
Stock exchange fees and related expenses		26,000		13,000		13,000
Other general expenses		14,000		8,000		6,000
Total	$	80,000	$	89,000	$	(9,000	)

For the nine months ended September 30, 2024, the Company decreased general and administrative expenses by approximately $66,000. The decrease was due to the following approximate year over year variances:

Nine months ending	9/30/2024		9/30/2023		Variance
Legal and other professional fees	$	188,000	$	248,000	$	(60,000	)
Share based compensation		25,000		25,000		0
Stock exchange fees and related expenses		53,000		48,000		5,000
Other general expenses		19,000		30,000		(11,000	)
Total	$	285,000	$	351,000	$	(66,000	)

Legal and other professional fees decreased for the nine and three months ended September 30, 2024 compared to prior year, due to $30,000 paid in director fees and $30,000 paid in marketing fees in 2023.

The increase in share-based compensation is due to the following:

On March 22, 2021, the Company granted 2,000,000 options at a price of $0.09 to four individuals, three Directors of the Company, the other a consultant to the Company. The options vest 50% upon issuance, and 25% on each of the first and second anniversaries of the grant date. The options were valued at $190,202 on the grant date and 50% vested on grant date with 25% vesting one year from grant date and the remaining 25% vesting two years from grant date. SBC expense totaling $14,262 for the nine months ended September 30, 2023.

On January 16, 2023, the Company granted 250,000 options at a price of $0.0675 pursuant to the terms of the Company’s Stock Option Plan. The options were issued to a consultant to the Company. The options were valued at $13,267 on the grant date and 50% vested on grant date with the remaining 50% vesting one year from grant date. Stock-Based Compensation (SBC) expense totaling $555 and $9,396 for the nine months ended September 30, 2024 and 2023. All options issued are fully vested.

The increase in stock exchange fees and related expenses was a result of fees paid in 2024 for state franchise fees.

The decrease in other general expenses is due to a decrease in travel expenses in 2024 when compared to 2023 for various investor meeting and other administrative expenses.

During the nine months September 30, 2024, we incurred an increase of approximately $72,000, of exploration costs, which were costs associated with our geological surveys and mapping.

Other income and expense:

The revaluation of warrant liability for the nine months ended September 30, 2024 and 2023 is based on the following warrants that were issued as part of the private placements as detailed in Note 3 to the financial statements.

Warrant date	9/30/2024			12/31/2023
January 2024	$	138,753		$	0
April 2023		224,833			81,104
October 2022		1,325			1,278
September 2022		0			6,978
August 2022		0			11,683
April 2022		67,495			21,707
September 2021		0			3,002
May 2021		0			6,210
Total	$	432,406		$	131,962
January 2024 initial valuation		68,774
Revaluation of warrant liability	$	(231,670	)


Warrant date	9/30/2023		12/31/2022
April 2023	$	261,746	$	0
October 2022		3,449		21,266
September 2022		16,544		115,000
August 2022		23,492		229,418
April 2022		64,955		293,698
September 2021		5,410		115,122
May 2021		10,990		225,316
Total	$	386,586	$	999,820
April 2023 initial valuation		600,067
Revaluation of warrant liability	$	1,213,301

During the third quarter ending September 30, 2024, the Company granted 3,333,333 options to purchase the Company’s investment in Nubian Resources Ltd at an exercise price of CAD$0.06, the options expire on January 31, 2025. The options had an initial valuation of $30,243. Outstanding warrants were revalued as of September 30, 2024, with various inputs using a Black Scholes model and had a valuation of $34,215, resulting in an adjustment of $3,972 for the three months ended September 30, 2024.

Liquidity and Capital Resources

The Company has no revenue generating operations from which it can internally generate funds. To date, the Company’s ongoing operations have been financed by the sale of its equity securities by way of public offerings, private placements and the exercise of incentive stock options and share purchase warrants. The Company believes that it will be able to secure additional private placements and public financings in the future, although it cannot predict the size or pricing of any such financings. This situation is unlikely to change until such time as the Company can develop a bankable feasibility study on one of its projects.

In January 2024 the Company completed a private placement in which we sold 5,000,000 units. We realized net proceeds of $148,341.

Going Concern

Our financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern.

Liquidity

As of September 30, 2024, we had approximately $7,000 of cash and a negative working capital of approximately $255,000. This compares to cash on hand of approximately $37,000 and negative working capital of approximately $138,000 as at September 30, 2023.

The Company expects that it will operate at a loss for the foreseeable future and believes the current cash and cash equivalents and working capital will be sufficient for it to maintain its currently held properties, fund its planned exploration, and fund its currently anticipated general and administrative costs for at least the next 12 months from the date of this report.

However, the Company does expect that it will be required to raise additional funds through public or private equity financings in the future in order to continue in business in the future past the immediate 12-month period. Should such financing not be available in that timeframe, the Company will be required to reduce its activities and will not be able to carry out all of its presently planned exploration and, if warranted, development activities on its currently anticipated scheduling.

Capital Management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the development and exploration of its mineral properties and to maintain a flexible capital structure, which optimizes the costs of capital to an acceptable risk.

As of September 30, 2024, the capital structure of the Company consists of 173,723,633 shares of common stock, par value $0.0001. The Company manages the capital structure and adjusts it in response to changes in economic conditions, its expected funding requirements, and risk characteristics of the underlying assets. The Company’s funding requirements are based on cash forecasts. In order to maintain or adjust the capital structure, the Company may issue new debt, new shares and/or consider strategic alliances. Management reviews its capital management approach on a regular basis. The Company is not subject to any externally imposed capital requirements.

Off Balance Sheet Arrangements

We do not have and never had any off-balance sheet arrangements.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the amounts reported in our financial statements. The accounting positions described below are significantly affected by critical accounting estimates.

We believe that the significant estimates, assumptions and judgments used when accounting for items and matters such as capitalized mineral rights, asset valuations, recoverability of assets, asset impairments, taxes, and other provisions were reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures:

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of such date as a result of a material weakness in our internal control over financial reporting due to lack of segregation of duties, a limited corporate governance structure and insufficient formal management review processes over certain financial and accounting reports as discussed in Item 9A of our Form 10-K for the fiscal year ended December 31, 2023.

While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full-time staff. We believe that this is typical in many exploration stage companies. We may not be able to fully remediate the material weakness until we commence mining operations at which time, we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in Part I. Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

All sales of unregistered securities were reported on Form 8-K during the period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the quarter ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

EXHIBIT NUMBER		DESCRIPTION

31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)**
101.SCH		Inline XBRL Taxonomy Extension Schema Document**
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document**
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document**
104		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).**

____________________
*		Filed herewith
**		Furnished, not filed.

SIGNATURE

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

Dated: November 7, 2024	By:	/s/ John C. Power
		John C. Power
		Chief Executive Officer, President,
		Secretary & Director
		(Principal Executive Officer)

	ATHENA GOLD CORPORATION

Dated: November 7, 2024	By:	/s/ Tyler J. Minnick
		Tyler J. Minnick
		Chief Financial Officer
		(Principal Accounting Officer)

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John C. Power, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Athena Gold Corp.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures, or caused such internal control over financial reporting to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 7, 2024	By:	/s/ John C. Power
		John C. Power
		Chief Executive Officer, President,
		Secretary & Director
		(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tyler J. Minnick, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Athena Gold Corp.;

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: November 7, 2024	By:	/s/ Tyler J. Minnick
		Tyler J. Minnick
		Chief Financial Officer
		(Principal Accounting Officer)

EXHIBIT 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Athena Gold Corp. (the “Company”), does hereby certify, that:

The Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: November 7, 2024	By:	/s/ John C. Power
		John C. Power
		Chief Executive Officer, President,
		Secretary & Director
		(Principal Executive Officer)


Dated: November 7, 2024	By:	/s/ Tyler J. Minnick
		Tyler J. Minnick
		Chief Financial Officer
		(Principal Accounting Officer)

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 07, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-51808
Entity Registrant Name	ATHENA GOLD CORPORATION
Entity Central Index Key	0001304409
Entity Tax Identification Number	90-0775276
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2010A Harbison Drive #312
Entity Address, City or Town	Vacaville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95687
City Area Code	707
Local Phone Number	291-6198
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		185,723,633

CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 6,553	$ 2,808
Prepaid expenses	26,000	45,647
Investment in securities	401,122	0
Total current assets	433,675	48,455
Other assets
Investment in securities	0	496,400
Mineral rights	6,241,114	6,196,114
Total other assets	6,241,114	6,692,514
Total assets	6,674,789	6,740,969
Current liabilities
Accounts payable	149,786	144,695
Accounts payable - related party	209,655	100,500
Advanced deposits	0	46,000
Warrant and option liability	327,868	29,151
Total current liabilities	687,309	320,346
Long term liabilities
Note payable and accrued interest - related party	101,907	0
Warrant liability	138,753	102,811
Total long term liabilities	240,660	102,811
Total liabilities	927,969	423,157
Stockholders’ equity
Preferred stock, $.0001 par value, 5,000,000 shares authorized, none outstanding	0	0
Common stock - $0.0001 par value; 250,000,000 shares authorized, 173,723,633 and 167,138,069 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	17,373	16,714
Additional paid in capital	17,500,619	17,391,148
Accumulated deficit	(11,771,172)	(11,090,050)
Total stockholders’ equity	5,746,820	6,317,812
Total liabilities and stockholders’ equity	$ 6,674,789	$ 6,740,969

CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	173,723,633	167,138,069
Common stock, shares outstanding	173,723,633	167,138,069

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses
Exploration, evaluation and project expenses	$ 72,185	$ 122,826	$ 134,585	$ 327,023
General and administrative expenses	80,311	89,180	284,951	350,637
Total operating expenses	152,496	212,006	419,536	677,660
Net operating loss	(152,496)	(212,006)	(419,536)	(677,660)
Interest income	0	2,598	0	2,598
Interest expense	(1,529)	0	(1,907)	0
Realized loss on investment	(12,452)	0	(12,452)	0
Unrealized gain (loss) on investment	46,239	0	(11,585)	0
Revaluation of warrant and option liability	(43,930)	785,941	(235,642)	1,213,301
Net income (loss)	$ (164,168)	$ 576,533	$ (681,122)	$ 538,239
Weighted average common shares outstanding - basic	173,723,633	150,591,400	172,848,616	144,589,568
Weighted average common shares outstanding - diluted	173,723,633	150,591,400	172,848,616	144,589,568
Income per common share - basic	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Income per common share - diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 13,609	$ 16,652,603	$ (11,702,798)	$ 4,963,414
Beginning balance, shares at Dec. 31, 2022	136,091,400
Stock based compensation	$ 0	22,000	0	22,000
Net loss	0	0	239,461	239,461
Ending balance, value at Mar. 31, 2023	$ 13,609	16,674,603	(11,463,337)	5,224,875
Ending balance, shares at Mar. 31, 2023	136,091,400
Beginning balance, value at Dec. 31, 2022	$ 13,609	16,652,603	(11,702,798)	4,963,414
Beginning balance, shares at Dec. 31, 2022	136,091,400
Net loss				538,239
Ending balance, value at Sep. 30, 2023	$ 15,059	16,820,562	(11,164,559)	5,671,062
Ending balance, shares at Sep. 30, 2023	150,591,400
Beginning balance, value at Mar. 31, 2023	$ 13,609	16,674,603	(11,463,337)	5,224,875
Beginning balance, shares at Mar. 31, 2023	136,091,400
Private placement, net	$ 1,450	742,710	0	744,160
Private placement, net, shares	14,500,000
Warrant liability	$ 0	(600,067)	0	(600,067)
Stock based compensation	0	1,658	0	1,658
Net loss	0	0	(277,755)	(277,755)
Ending balance, value at Jun. 30, 2023	$ 15,059	16,818,904	(11,741,092)	5,092,871
Ending balance, shares at Jun. 30, 2023	150,591,400
Stock based compensation	$ 0	1,658	0	1,658
Net loss	0	0	576,533	576,533
Ending balance, value at Sep. 30, 2023	$ 15,059	16,820,562	(11,164,559)	5,671,062
Ending balance, shares at Sep. 30, 2023	150,591,400
Beginning balance, value at Dec. 31, 2023	$ 16,714	17,391,148	(11,090,050)	6,317,812
Beginning balance, shares at Dec. 31, 2023	167,138,069
Private placement, net	$ 500	147,841	0	148,341
Private placement, net, shares	5,000,000
Warrant liability	$ 0	(68,774)	0	(68,774)
Stock based compensation	0	555	0	555
Stock issued to pay off debt	$ 69	25,265	0	25,334
Stock issued to pay off debt, shares	685,564
Net loss	$ 0	0	(340,763)	(340,763)
Ending balance, value at Mar. 31, 2024	$ 17,283	17,496,035	(11,430,813)	6,082,505
Ending balance, shares at Mar. 31, 2024	172,823,633
Beginning balance, value at Dec. 31, 2023	$ 16,714	17,391,148	(11,090,050)	6,317,812
Beginning balance, shares at Dec. 31, 2023	167,138,069
Net loss				(681,122)
Ending balance, value at Sep. 30, 2024	$ 17,373	17,500,619	(11,771,172)	5,746,820
Ending balance, shares at Sep. 30, 2024	173,723,633
Beginning balance, value at Mar. 31, 2024	$ 17,283	17,496,035	(11,430,813)	6,082,505
Beginning balance, shares at Mar. 31, 2024	172,823,633
Stock based compensation	$ 60	23,940	0	24,000
Stock based compensation, shares	600,000
Stock issued to pay off debt	$ 30	10,887	0	10,917
Stock issued to pay off debt, shares	300,000
Net loss	$ 0	0	(176,191)	(176,191)
Ending balance, value at Jun. 30, 2024	$ 17,373	17,530,862	(11,607,004)	5,941,231
Ending balance, shares at Jun. 30, 2024	173,723,633
Option liability	$ 0	(30,243)	0	(30,243)
Net loss	0	0	(164,168)	(164,168)
Ending balance, value at Sep. 30, 2024	$ 17,373	$ 17,500,619	$ (11,771,172)	$ 5,746,820
Ending balance, shares at Sep. 30, 2024	173,723,633

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net income (loss)	$ (681,122)	$ 538,239
Adjustments to reconcile net loss to net cash used in operating activities
Revaluation of warrant and option liability	235,642	(1,213,301)
Realized loss on investments	12,452	0
Unrealized loss on investments	11,585	0
Share based compensation	24,555	25,316
Change in operating assets and liabilities:
Prepaid expense	19,647	(13,800)
Accounts payable	41,342	(1,995)
Accounts payable - related party	109,155	24,777
Net cash used in operating activities	(226,744)	(640,764)
Cash flows from investing activities
Purchase of mineral properties	(45,000)	0
Proceeds from sale of investments	71,241	0
Net cash used in investing activities	26,241	0
Cash flows from financing activities
Loan from related parties	101,907	25,000
Deposits for future private placement	(46,000)	0
Payments on notes payable	0	(81,210)
Proceeds from private placement of stock, net	148,341	719,160
Net cash provided by financing activities	204,248	662,950
Net decrease in cash	3,745	22,186
Cash, beginning of period	2,808	15,075
Cash, end of period	6,553	37,261
Noncash investing and financing activities
Interest and taxes paid	0	0
Stock issued to pay off debt	36,251	25,000
Warrant and option liability recognition	$ 99,017	$ 600,067

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (164,168)	$ (176,191)	$ (340,763)	$ 576,533	$ (277,755)	$ 239,461	$ (681,122)	$ 538,239

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Nature of Business and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Nature of Business and Summary of Significant Accounting Policies

Note 1 – Nature of Business and Summary of Significant Accounting Policies

Nature of Operations

Basis of Presentation and Statement of Compliance

Basis of Measurement

Principles of Consolidation

Going Concern and Management’s Plans

Cash, Cash Equivalents and Concentration

Critical Judgments and Estimation Uncertainties

Foreign Currency Translation

The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. The Company has not entered any contracts to manage foreign exchange risk.

Mineral Property Acquisition and Exploration Costs

Fair Value of Financial Instruments

Level 1 - Valuation based on quoted market prices in active markets for identical assets and liabilities.

Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets.

Income Taxes

Long Lived Assets

Stock-Based Compensation

Derivative Financial Instruments

Investment in securities

Earnings (Loss) per Common Share

The following table shows basic and diluted earnings per share:


	Three Months Ended					Nine Months Ended
	9/30/2024			9/30/2023		9/30/2024			9/30/2023
Basic and diluted earnings (loss) per common share
Earnings (loss)	$	(164,168	)	$	576,533	$	(681,122	)	$	538,239
Basic weighted average shares outstanding		173,723,633			150,591,400		172,848,616			144,589,568
Assumed conversion of dilutive shares		0			0		0			0
Diluted weighted average common shares outstanding, assuming conversion of common stock equivalents		173,723,633			150,591,400		172,848,616			144,589,568
Basic earnings (loss) per common share	$	0.00		$	0.00	$	0.00		$	0.00
Diluted earnings (loss) per common share	$	0.00		$	0.00	$	0.00		$	0.00

Schedule of anti-dilutive shares
September 30, 2024	Dilutive shares - In the money		Anti-dilutive shares - Out of the money		Total
Options		0		5,230,000		5,230,000
Warrants		0		26,470,303		26,470,303
Total		0		31,700,303		31,700,303

September 30, 2023	Dilutive shares - In the money		Anti-dilutive shares - Out of the money		Total
Options		0		5,230,000		5,230,000
Warrants		0		39,391,053		39,391,053
Total		0		44,621,053		44,621,053

Risks and Uncertainties

Recent Accounting Pronouncements

Mineral Rights - Excelsior Springs

9 Months Ended

Sep. 30, 2024

Extractive Industries [Abstract]

Mineral Rights - Excelsior Springs

Note 2 – Mineral Rights - Excelsior Springs

Common Stock, Warrants and Options

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Common Stock, Warrants and Options

Note 3 – Common Stock, Warrants and Options

On June 7, 2024, the Company issued 300,000 common stock to a vendor in settlement of an invoice for services totaling CAD$15,000.

In January 2024, the Company issued 685,564 common stock to a vendor in settlement of invoices for services totaling CAD$34,278.

As of September 30, 2024:


Issue Date	Expiration Date	Exercise Price (CAD)	Valuation		Volatility		Warrants Issued

Subscription Warrants
4/14/2022	4/13/2025	$0.15	$	67,495		171%		6,250,000
10/24/2022	10/24/2024	$0.12		1,325		227%		500,000
4/24/2023	4/24/2025	$0.10		224,833		169%		14,500,000
1/17/2024	1/17/2026	$0.05		138,753		140%		5,000,000

			$	432,406				26,250,000

Broker Warrants
4/24/2023	4/24/2025	$0.10		7,954	117%	220,303

			$	7,954		220,303

As of September 30, 2023:

Issue Date	Expiration Date	Exercise Price (CAD)	Valuation		Volatility		Warrants Issued

Subscription Warrants
5/25/2021	5/31/2024	$0.15	$	10,990		88%		6,250,000
9/30/2021	5/31/2024	$0.15		5,410		88%		3,108,700
4/14/2022	4/13/2025	$0.15		64,955		105%		6,250,000
8/12/2022	8/12/2024	$0.12		13,624		85%		3,247,500
8/31/2022	8/31/2024	$0.12		9,868		83%		2,300,000
9/14/2022	9/14/2024	$0.12		16,544		93%		2,760,200
10/24/2022	10/24/2024	$0.12		3,449		93%		500,000
4/24/2023	4/24/2025	$0.10		261,746		104%		14,500,000

			$	386,586				38,916,400

Broker Warrants
4/14/2022	4/13/2024	$0.15		1,344	138%	70,000
8/31/2022	8/31/2024	$0.12		6,312	132%	104,250
9/14/2022	9/14/2024	$0.12		2,921	134%	80,100
4/24/2023	4/24/2025	$0.10		7,954	117%	220,303

			$	18,531		474,653

The following is a summary of warrants exercised, issued and expired:


	Total

Balance at December 31, 2022		24,935,560
Exercised		0
Issued		14,720,303
Expired		(264,810	)
Balance at December 31, 2023		39,391,053
Exercised		0
Issued		5,000,000
Expired		(17,920,750	)
Balance at September 30, 2024		26,470,303
Weighted average exercise price	$	0.10

Share Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share Based Compensation

Note 4 – Share Based Compensation

A summary of the stock options as of September 30, 2024, and changes during the periods are presented below:

Schedule of stock options
												SBC Expense - 9 Months Ended
Grant Date	Expiration Date	Exercise Price		Valuation		Volatility		Options Granted		Expected Life (Yrs)		9/30/2024		9/30/2023

3/22/2021	3/22/2026	$	0.0900	$	190,202		211%		2,000,000		3.4	$	0	$	14,262
8/24/2022	8/24/2032	$	0.0600	$	43,456		178%		730,000		5.5		0		0
10/12/2022	10/12/2032	$	0.0600	$	106,109		162%		2,250,000		5.5		0		0
1/16/2023	1/16/2028	$	0.0675	$	13,267		174%		250,000		3.3		555		11,054

												$	555	$	25,316

Schedule of stock option activity
					Weighted
					Average
			Weighted		Remaining
			Average		Contractual		Aggregate
	Number of		Exercise		Life		Intrinsic
	Options		Price		(Years)		Value
Balance at December 31, 2022		4,980,000	$	0.07		7.1	$	0
Exercised		0		0		0		0
Issued		250,000		0.07		4.0		0
Canceled		0		0		0		0
Balance at December 31, 2023		5,230,000		0.07		6		0
Exercised		0		0		0		0
Issued		0		0		0		0
Canceled		0		0		0		0
Balance at September 30, 2024		5,230,000		0.07		5.3		0
Options exercisable at September 30, 2024		5,230,000		0.07		5.3		0

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 5 – Commitments and Contingencies

None.

Related Party Transactions

9 Months Ended

Sep. 30, 2024

Related Party Transactions

Note 6 – Related Party Transactions

Management and Consulting Fees

The Company paid the Chief Financial Officer for consulting services $24,997 and $21,823 for the nine months ended September 30, 2024 and 2023, respectively.

Director Fees

Director fees were paid in stock, as discussed below, for the nine months ended September 30, 2024 versus $30,000 for the nine months ended September 30, 2023.

Stock based compensation

Advanced deposits and accounts payable

Note Payable

On June 7, 2024, the Company executed a promissory note with John Power, the Company’s President and Chief Executive Officer for $100,000 at 6% with a January 2, 2026 maturity date.

In January 2023, the Company executed a promissory note with John Gibbs for $25,000 at 6% that is payable on demand. The amount was converted into equity as part of the April 2023 private placement.

Segmented Information

9 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segmented Information

Note 7 – Segmented Information

All long-lived assets are in the United States of America.

Subsequent Events

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 8 – Subsequent Events

Nature of Business and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Nature of Operations

Nature of Operations

Basis of Presentation and Statement of Compliance

Basis of Presentation and Statement of Compliance

Basis of Measurement

Basis of Measurement

Principles of Consolidation

Principles of Consolidation

Going Concern and Management’s Plans

Going Concern and Management’s Plans

Cash, Cash Equivalents and Concentration

Cash, Cash Equivalents and Concentration

Critical Judgments and Estimation Uncertainties

Critical Judgments and Estimation Uncertainties

Foreign Currency Translation

Foreign Currency Translation

The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. The Company has not entered any contracts to manage foreign exchange risk.

Mineral Property Acquisition and Exploration Costs

Mineral Property Acquisition and Exploration Costs

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Level 1 - Valuation based on quoted market prices in active markets for identical assets and liabilities.

Level 2 - Valuation based on quoted market prices for similar assets and liabilities in active markets.

Income Taxes

Income Taxes

Long Lived Assets

Long Lived Assets

Stock-Based Compensation

Stock-Based Compensation

Derivative Financial Instruments

Derivative Financial Instruments

Investment in securities

Investment in securities

Earnings (Loss) per Common Share

Earnings (Loss) per Common Share

The following table shows basic and diluted earnings per share:


	Three Months Ended					Nine Months Ended
	9/30/2024			9/30/2023		9/30/2024			9/30/2023
Basic and diluted earnings (loss) per common share
Earnings (loss)	$	(164,168	)	$	576,533	$	(681,122	)	$	538,239
Basic weighted average shares outstanding		173,723,633			150,591,400		172,848,616			144,589,568
Assumed conversion of dilutive shares		0			0		0			0
Diluted weighted average common shares outstanding, assuming conversion of common stock equivalents		173,723,633			150,591,400		172,848,616			144,589,568
Basic earnings (loss) per common share	$	0.00		$	0.00	$	0.00		$	0.00
Diluted earnings (loss) per common share	$	0.00		$	0.00	$	0.00		$	0.00

Schedule of anti-dilutive shares
September 30, 2024	Dilutive shares - In the money		Anti-dilutive shares - Out of the money		Total
Options		0		5,230,000		5,230,000
Warrants		0		26,470,303		26,470,303
Total		0		31,700,303		31,700,303

September 30, 2023	Dilutive shares - In the money		Anti-dilutive shares - Out of the money		Total
Options		0		5,230,000		5,230,000
Warrants		0		39,391,053		39,391,053
Total		0		44,621,053		44,621,053

Risks and Uncertainties

Risks and Uncertainties

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Nature of Business and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Schedule of basic and diluted earnings per share


	Three Months Ended					Nine Months Ended
	9/30/2024			9/30/2023		9/30/2024			9/30/2023
Basic and diluted earnings (loss) per common share
Earnings (loss)	$	(164,168	)	$	576,533	$	(681,122	)	$	538,239
Basic weighted average shares outstanding		173,723,633			150,591,400		172,848,616			144,589,568
Assumed conversion of dilutive shares		0			0		0			0
Diluted weighted average common shares outstanding, assuming conversion of common stock equivalents		173,723,633			150,591,400		172,848,616			144,589,568
Basic earnings (loss) per common share	$	0.00		$	0.00	$	0.00		$	0.00
Diluted earnings (loss) per common share	$	0.00		$	0.00	$	0.00		$	0.00

Schedule of anti-dilutive shares

Schedule of anti-dilutive shares
September 30, 2024	Dilutive shares - In the money		Anti-dilutive shares - Out of the money		Total
Options		0		5,230,000		5,230,000
Warrants		0		26,470,303		26,470,303
Total		0		31,700,303		31,700,303

Common Stock, Warrants and Options (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

Schedule of warrants issued and outstanding


Issue Date	Expiration Date	Exercise Price (CAD)	Valuation		Volatility		Warrants Issued

Subscription Warrants
4/14/2022	4/13/2025	$0.15	$	67,495		171%		6,250,000
10/24/2022	10/24/2024	$0.12		1,325		227%		500,000
4/24/2023	4/24/2025	$0.10		224,833		169%		14,500,000
1/17/2024	1/17/2026	$0.05		138,753		140%		5,000,000

			$	432,406				26,250,000

Broker Warrants
4/24/2023	4/24/2025	$0.10		7,954	117%	220,303

			$	7,954		220,303

As of September 30, 2023:

Issue Date	Expiration Date	Exercise Price (CAD)	Valuation		Volatility		Warrants Issued

Subscription Warrants
5/25/2021	5/31/2024	$0.15	$	10,990		88%		6,250,000
9/30/2021	5/31/2024	$0.15		5,410		88%		3,108,700
4/14/2022	4/13/2025	$0.15		64,955		105%		6,250,000
8/12/2022	8/12/2024	$0.12		13,624		85%		3,247,500
8/31/2022	8/31/2024	$0.12		9,868		83%		2,300,000
9/14/2022	9/14/2024	$0.12		16,544		93%		2,760,200
10/24/2022	10/24/2024	$0.12		3,449		93%		500,000
4/24/2023	4/24/2025	$0.10		261,746		104%		14,500,000

			$	386,586				38,916,400

Broker Warrants
4/14/2022	4/13/2024	$0.15		1,344	138%	70,000
8/31/2022	8/31/2024	$0.12		6,312	132%	104,250
9/14/2022	9/14/2024	$0.12		2,921	134%	80,100
4/24/2023	4/24/2025	$0.10		7,954	117%	220,303

			$	18,531		474,653

Schedule of warrant exercised, issued and expired


	Total

Balance at December 31, 2022		24,935,560
Exercised		0
Issued		14,720,303
Expired		(264,810	)
Balance at December 31, 2023		39,391,053
Exercised		0
Issued		5,000,000
Expired		(17,920,750	)
Balance at September 30, 2024		26,470,303
Weighted average exercise price	$	0.10

Share Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of stock options

Schedule of stock options
												SBC Expense - 9 Months Ended
Grant Date	Expiration Date	Exercise Price		Valuation		Volatility		Options Granted		Expected Life (Yrs)		9/30/2024		9/30/2023

3/22/2021	3/22/2026	$	0.0900	$	190,202		211%		2,000,000		3.4	$	0	$	14,262
8/24/2022	8/24/2032	$	0.0600	$	43,456		178%		730,000		5.5		0		0
10/12/2022	10/12/2032	$	0.0600	$	106,109		162%		2,250,000		5.5		0		0
1/16/2023	1/16/2028	$	0.0675	$	13,267		174%		250,000		3.3		555		11,054

												$	555	$	25,316

Schedule of stock option activity

Schedule of stock option activity
					Weighted
					Average
			Weighted		Remaining
			Average		Contractual		Aggregate
	Number of		Exercise		Life		Intrinsic
	Options		Price		(Years)		Value
Balance at December 31, 2022		4,980,000	$	0.07		7.1	$	0
Exercised		0		0		0		0
Issued		250,000		0.07		4.0		0
Canceled		0		0		0		0
Balance at December 31, 2023		5,230,000		0.07		6		0
Exercised		0		0		0		0
Issued		0		0		0		0
Canceled		0		0		0		0
Balance at September 30, 2024		5,230,000		0.07		5.3		0
Options exercisable at September 30, 2024		5,230,000		0.07		5.3		0

Nature of Business and Summary of Significant Accounting Policies (Details - Basic and diluted earning per share) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Basic and diluted earnings (loss) per common share
Earnings (loss)	$ (164,168)	$ 576,533	$ (681,122)	$ 538,239
Basic weighted average shares outstanding	173,723,633	150,591,400	172,848,616	144,589,568
Assumed conversion of dilutive shares	0	0	0	0
Diluted weighted average common shares outstanding, assuming conversion of common stock equivalents	173,723,633	150,591,400	172,848,616	144,589,568
Basic earnings (loss) per common share	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Diluted earnings (loss) per common share	$ 0.00	$ 0.00	$ 0.00	$ 0.00

Nature of Business and Summary of Significant Accounting Policies (Details - anti-dilutive shares) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	31,700,303	44,621,053
Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	5,230,000	5,230,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	26,470,303	39,391,053
Dilutive Shares In The Money [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	0	0
Dilutive Shares In The Money [Member] \| Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	0	0
Dilutive Shares In The Money [Member] \| Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	0	0
Antidilutive Shares Out Of The Money [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	31,700,303	44,621,053
Antidilutive Shares Out Of The Money [Member] \| Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	5,230,000	5,230,000
Antidilutive Shares Out Of The Money [Member] \| Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	26,470,303	39,391,053

Nature of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Working capital	$ 255,000
Cash balance	$ 7,000
Uncertain income tax positions		$ 0	$ 0

Mineral Rights - Excelsior Springs (Details Narrative) - USD ($)	Jun. 01, 2024	Jun. 09, 2022
Agreement [Member] \| Fortunatus And Prout [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total consideration paid		$ 185,000
Asset Purchase Agreement [Member] \| Sliver Reserve Inc [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total consideration paid	$ 45,000
Acquired percentage	100.00%

Common Stock and Warrants (Details - Warrants issued and outstanding)	9 Months Ended
	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2024 $ / shares	Sep. 30, 2023 $ / shares
Subscription Warrants 1 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	4/14/2022	5/25/2021
Expiration date	4/13/2025	5/31/2024
Exercise price \| $ / shares			$ 0.15	$ 0.15
Valuation \| $	$ 67,495	$ 10,990
Volatility	171.00%	88.00%
Warrants issued \| shares	6,250,000	6,250,000
Subscription Warrants 2 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	10/24/2022	9/30/2021
Expiration date	10/24/2024	5/31/2024
Exercise price \| $ / shares			0.12	0.15
Valuation \| $	$ 1,325	$ 5,410
Volatility	227.00%	88.00%
Warrants issued \| shares	500,000	3,108,700
Subscription Warrants 3 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	4/24/2023	4/14/2022
Expiration date	4/24/2025	4/13/2025
Exercise price \| $ / shares			0.10	0.15
Valuation \| $	$ 224,833	$ 64,955
Volatility	169.00%	105.00%
Warrants issued \| shares	14,500,000	6,250,000
Subscription Warrants 4 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	1/17/2024	8/12/2022
Expiration date	1/17/2026	8/12/2024
Exercise price \| $ / shares			0.05	0.12
Valuation \| $	$ 138,753	$ 13,624
Volatility	140.00%	85.00%
Warrants issued \| shares	5,000,000	3,247,500
Subscription Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Valuation \| $	$ 432,406	$ 386,586
Warrants issued \| shares	26,250,000	38,916,400
Broker Warrants 1 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	4/24/2023	4/14/2022
Expiration date	4/24/2025	4/13/2024
Exercise price \| $ / shares			$ 0.10	0.15
Valuation \| $	$ 7,954	$ 1,344
Volatility	117.00%	138.00%
Warrants issued \| shares	220,303	70,000
Broker Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Valuation \| $	$ 7,954	$ 18,531
Warrants issued \| shares	220,303	474,653
Subscription Warrants 5 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date		8/31/2022
Expiration date		8/31/2024
Exercise price \| $ / shares				0.12
Valuation \| $		$ 9,868
Volatility		83.00%
Warrants issued \| shares		2,300,000
Subscription Warrants 6 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date		9/14/2022
Expiration date		9/14/2024
Exercise price \| $ / shares				0.12
Valuation \| $		$ 16,544
Volatility		93.00%
Warrants issued \| shares		2,760,200
Subscription Warrants 7 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date		10/24/2022
Expiration date		10/24/2024
Exercise price \| $ / shares				0.12
Valuation \| $		$ 3,449
Volatility		93.00%
Warrants issued \| shares		500,000
Subscription Warrants 8 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date		4/24/2023
Expiration date		4/24/2025
Exercise price \| $ / shares				0.10
Valuation \| $		$ 261,746
Volatility		104.00%
Warrants issued \| shares		14,500,000
Broker Warrants 2 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date		8/31/2022
Expiration date		8/31/2024
Exercise price \| $ / shares				0.12
Valuation \| $		$ 6,312
Volatility		132.00%
Warrants issued \| shares		104,250
Broker Warrants 3 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date		9/14/2022
Expiration date		9/14/2024
Exercise price \| $ / shares				0.12
Valuation \| $		$ 2,921
Volatility		134.00%
Warrants issued \| shares		80,100
Broker Warrants 4 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date		4/24/2023
Expiration date		4/24/2025
Exercise price \| $ / shares				$ 0.10
Valuation \| $		$ 7,954
Volatility		117.00%
Warrants issued \| shares		220,303

Common Stock and Warrants (Details - Warrants exercised, issued and expired) - Warrant [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrant outstanding at beginning, balance	39,391,053	24,935,560
Warrant Exercised	0	0
Warrant Issued	5,000,000	14,720,303
Warrant Expired	(17,920,750)	(264,810)
Warrant outstanding at ending, balance	26,470,303	39,391,053
Weighted average exercise price	$ 0.10

Common Stock, Warrants and Options (Details Narrative)		1 Months Ended	3 Months Ended
Common Stock, Warrants and Options (Details Narrative)	Jun. 07, 2024 CAD ($) shares	Jan. 31, 2024 CAD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares
Units [Member]
Class of Stock [Line Items]
Proceeds from sale of units \| $		$ 200,000
Per share sale price \| $ / shares		$ 0.04
Shares issued new, units		5,000,000
Unit description		Each Unit consisted of one share of Common Stock and one common stock purchase warrant exercisable for two years to purchase one additional share of Common Stock at a price of CAD$0.05 per share.
Vendor [Member]
Class of Stock [Line Items]
Stock issued for services, shares	300,000	685,564
Share based compensation issued for services, value \| $	$ 15,000	$ 34,278
Nubian Resources Ltd [Member]
Class of Stock [Line Items]
Granted shares			3,333,333
Exercise price \| $ / shares				$ 0.06
Expiration date			Jan. 31, 2025
Initial valuation \| $ / shares			$ 30,243
Total valuation \| $			$ 34,215	$ 34,215
Adjustment in valuation \| $			$ 3,972
Two Independent Directors [Member]
Class of Stock [Line Items]
Stock issued for services, shares	600,000
Chief Financial Officer [Member]
Class of Stock [Line Items]
Stock issued for services, shares	600,000

Share Based Compensation (Details - Assumptions) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expenses	$ 555	$ 25,316
Stock Option 1 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant date	3/22/2021
Expiration date	3/22/2026
Exercise price	$ 0.0900
Valuation	$ 190,202
Volatility	211.00%
Options granted	2,000,000
Expected life	3 years 4 months 24 days
Share based compensation expenses	$ 0	14,262
Stock Option 2 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant date	8/24/2022
Expiration date	8/24/2032
Exercise price	$ 0.0600
Valuation	$ 43,456
Volatility	178.00%
Options granted	730,000
Expected life	5 years 6 months
Share based compensation expenses	$ 0	0
Stock Option 3 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant date	10/12/2022
Expiration date	10/12/2032
Exercise price	$ 0.0600
Valuation	$ 106,109
Volatility	162.00%
Options granted	2,250,000
Expected life	5 years 6 months
Share based compensation expenses	$ 0	0
Stock Option 4 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Grant date	1/16/2023
Expiration date	1/16/2028
Exercise price	$ 0.0675
Valuation	$ 13,267
Volatility	174.00%
Options granted	250,000
Expected life	3 years 3 months 18 days
Share based compensation expenses	$ 555	$ 11,054

Share Based Compensation (Details - Stock option activity) - Equity Option [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options outstanding, beginning balance	5,230,000	4,980,000
Weighted average exercise price outstanding at beginning	$ 0.07	$ 0.07
Weighted average remaining contractual life years	5 years 3 months 18 days	6 years	7 years 1 month 6 days
Aggregate intrinsic value option exercisable, beginning	$ 0	$ 0
Number of options, exercised	0	0
Weighted average exercise price, exercised	$ 0	$ 0
Number of options, issued	0	250,000
Weighted average exercise price Issued	$ 0	$ 0.07
Weighted average remaining contractual life years Issued		4 years
Number of options, canceled	0	0
Weighted average exercise price, canceled	$ 0	$ 0
Number of options outstanding, ending balance	5,230,000	5,230,000	4,980,000
Weighted average exercise price outstanding at ending	$ 0.07	$ 0.07	$ 0.07
Aggregate intrinsic value option exercisable, ending	$ 0	$ 0	$ 0
Number of options, exercisable	5,230,000
Weighted average exercise price option exercisable	$ 0.07
Weighted average remaining contractual life years, exercisable	5 years 3 months 18 days

Related Party Transactions (Details Narrative) - USD ($)			1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 07, 2024	Mar. 22, 2021	Jan. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Management fees				$ 80,311	$ 89,180	$ 284,951	$ 350,637
Director fees							30,000
Share based compensation						24,555	25,316
John Power Note [Member]
Related Party Transaction [Line Items]
Notes issued	$ 100,000
Interest rate	6.00%
Maturity date	Jan. 02, 2026
John Gibbs Note [Member] \| April 2023 Private Placement [Member]
Related Party Transaction [Line Items]
Notes issued			$ 25,000
Private Placement From John Gibbs [Member]
Related Party Transaction [Line Items]
Advanced deposits								$ 25,000
Private Placement From John Power [Member]
Related Party Transaction [Line Items]
Advanced deposits								$ 21,000
Three Directors [Member]
Related Party Transaction [Line Items]
Share based compensation						0	14,262
Options granted		1,500,000
Share based compensation per share		$ 0.09
Options granted, value		$ 142,652
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Consulting services						24,997	21,823
Share based compensation issued for services	600,000
Two Independent Directors And Cfo [Member]
Related Party Transaction [Line Items]
Share based compensation issued for services	600,000
Share based compensation						24,000
Power [Member]
Related Party Transaction [Line Items]
Management fees						22,500	22,500
Other advance				94,655	$ 54,783	94,655	$ 54,783
Gibbs [Member]
Related Party Transaction [Line Items]
Other advance				$ 115,000		$ 115,000

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