We use the terms “Athena”, “we”, “us” and “our” to refer to Athena Gold Corporation and its consolidated subsidiary, Athena Minerals, Inc. (“AM I”).

The following discussion should be read in conjunction with our financial statements, including the accompanying notes, appearing elsewhere in this report. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.

Forward-Looking Statements

Some of the information presented in this Form 10-K constitutes “forward-looking statements”. These forward-looking statements include, but are not limited to, statements that include words such as “may”, “will”, “intend”, “anticipate”, “estimate”, “expect” , “continue”, “believe”, “plan”, etc., as well as all statements that are not historical facts. Although we believe that our expectations are based on reasonable assumptions within the limits 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 they are made. We undertake no obligation to update these statements to reflect events that occur or circumstances that exist after the date on which they are made.

Results of Operations:

Results of operations for the years ended December 31, 2021 and 2020

Here is a summary of our operating results:

                                                   Twelve Months Ended
                                                 12/31/21        12/31/20

Operating expenses Exploration, evaluation and project expenses $137,983 $89,550
General and administrative expenses

                 614,478        187,556
Total operating expenses                            752,461        277,106

Net operating loss                                 (752,461 )     (277,106 )

Interest expense - related party                          -       (112,140 )
Interest expense                                    (12,192 )      (20,822 )
Gain on extinguishment of debt                        3,880              -
Revaluation of warrant liability                   (269,482 )            -
Net loss                                       $ (1,030,255 )   $ (410,068 )








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For the twelve months ending December 31, 2021the Company increased its general and administrative expenses by approximately $430,000. The increase is attributable to the following year-over-year variances:

Twelve months ending                 12/31/2021       12/31/2020      Variance

Legal fees and other professional fees $370,000 $141,000 $229,000
Share-based compensation and RSU

           158,000                -       158,000
Stock exchange fees                       68,000           23,000        45,000
Other general expenses                    18,000           24,000        (6,000 )
Total                               $    614,000     $    188,000     $ 426,000




  · The increase in legal and professional fees increase is associated with the
    acquisition and maintenance of the Excelsior Springs project and our listing
    on the Canadian Stock Exchange ("CSE").

  · On March 22, 2021, the Company issued a total of 2,000,000 non-statutory
    stock options to four individuals, three of which are Directors of the
    Company, the other an independent technical consultant. Upon vesting, each
    option is exercisable to purchase one share of common stock at a price of
    $0.09 per share. The options vest 50% upon issuance, and 25% on each of the
    first and second anniversaries of the grant date. The Company recognized
    share-based compensation expense related to the stock options of $128,000
    for 2021.

  · On March 22, 2021 the Company agreed to issue a total of 300,000 restricted
    stock units at a price of $0.10 per share to the independent technical
    consultant helping design our 2021 exploration programs at Excelsior
    Springs. As such, we have recorded stock-based compensation in the amount of
    $30,000.

  · The increase in stock exchange fees was a result of listing on the CSE and
    other compliance reporting.

For the year ended December 31, 2021 there was a gap $48,000 for the same period in 2020 in exploration and evaluation expenditures. We have started the initial activities of our future exploration programs, which resulted in additional exploration cost compared to 2020.

For the year ended December 31, 2020 interest expense includes $112,140 related party interests associated with the convertible credit facility, and
$20,822 interest expense associated with the convertible note payable which includes $14,649 debit interest resulting from the amortization of the note discount.

At May 25, 2021 we completed a private placement in which we sold 6,250,000 units. Each unit was priced at CA$0.08 and consisted of one common share of the Company and one stock warrant entitling the holder to purchase one additional common share at a price of $0.15 CAD. On the date of creation of May 25, 2021we determined that the fair value of the warrants was
$485,052. For the twelve months ending December 31, 2021the liability related to the warrants was valued at $683,063resulting in a revaluation of the liability related to the warrants of
$198,011.

At September 30, 2021 we completed a private placement in which we sold 3,108,700 units. Each unit was priced at CA$0.08 and consisted of one common share of the Company and one stock warrant entitling the holder to purchase one additional common share at a price of
$0.15 CAD. On the date of creation of September 30, 2021we determined that the fair value of the warrants was $269,674. For the twelve months ending December 31, 2021the liability related to the warrants was valued at $341,145resulting in a revaluation of the liability related to the warrants of $71,471.

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Cash and capital resources:

The Company has no revenue-generating activities from which it can generate funds internally. To date, the Company’s day-to-day operations have been financed by the sale of its equity securities through public offerings, private placements and the exercise of incentive stock options and warrants. share subscription. 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 price of such financings. It is unlikely that this situation will change until the Company can develop a bankable feasibility study on one of its projects.

At May 25, 2021 we completed a private placement in which we sold 6,250,000 units. We achieved a total product of $401,823 less offering costs. Moreover, on September 30, 2021 we completed a private placement in which we sold 3,108,700 units. We achieved a total product of $190,552 less offering costs.

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 over the next fiscal year. The realizable values ​​of assets may differ significantly from the carrying values ​​shown in our consolidated financial statements and do not take into account the adjustments that would be necessary to the carrying values ​​of assets and liabilities if we were unable to continue our business.

Liquidity

From December 31, 2021we had about $73,000 cash and working capital of approximately $74,000. This compares to cash on hand of approximately
$9,000 and a negative working capital of approximately $236,000 at December 31, 2020.

The Company anticipates that it will operate at a loss for the foreseeable future and believes that current cash and cash equivalents and working capital will be sufficient to maintain its currently owned properties, fund its planned exploration activities and fund its general expenses. and administrative currently anticipated. costs for at least the next 12 months from the date of this report. However, the Company expects to need to raise additional funds through public or private financing in the future in order to continue its activities in the future beyond the immediate 12 month period. If such funding is not available within this timeframe, the Company will be required to curtail its activities and will not be able to complete all of its exploration and, if warranted, development activities on its current schedule. foreseen.

Capital Management

The Company’s objectives with respect to capital management are to preserve the Company’s ability to continue operations 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 at an acceptable risk.

From December 31, 2021the capital structure of the Company is made up of 119,858,700 ordinary shares, with a par value $0.0001. The Company manages the capital structure and adjusts it in response to changes in economic conditions, its anticipated funding needs and the risk characteristics of the underlying assets. The Company’s financing needs 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 regularly reviews its capital management approach. The Company is not subject to any external capital requirements.

Off-balance sheet arrangements

We do not engage in any activity involving variable interest entities or off-balance sheet arrangements.

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Significant Accounting Policies and Use of Estimates

The preparation of financial statements in accordance with we 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 in accounting for items and matters such as capitalized mining rights, asset valuations, asset recoverability, asset impairments, taxes and other allowances were reasonable, based on the information available at the time they were manufactured. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the short term.

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