ATHENA GOLD CORPORATION FORM 10-K

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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-K

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

 For the fiscal year ended December 31, 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

 (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 under Section 12(b) of the
Exchange Act: None

 Securities registered under Section 12(g) of the
Exchange Act: Common Stock, $.0001 par value

 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 if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes No

 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 has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to §240.10D-1(b).

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

 State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked
price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $ 6,948,945
based upon the last sale price of $0.04 as reported on the OTC.QB effective June 30, 2024.

 The number of shares outstanding of the registrant's common stock,
as of April 8, 2025, is 194,803,633.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 ITEM 1

 Business

 ITEM 1A

 Risk Factors

 ITEM 1B

 Unresolved Staff Comments

 ITEM 1C

 Cybersecurity

 ITEM 2

 Properties

 ITEM 3

 Legal Proceedings

 ITEM 4

 Removed and Reserved

 ITEM 5

 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 ITEM 6

 Selected Financial Data

 ITEM 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 ITEM 7A

 Quantitative and Qualitative Disclosures About Market Risk

 ITEM 8

 Financial Statements and Supplementary Data

 ITEM 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 ITEM 9A

 Controls and Procedures

 ITEM 9B

 Other Information

 ITEM 10

 Directors, Executive Officers and Corporate Governance

 ITEM 11

 Executive Compensation

 ITEM 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 ITEM 13

 Certain Relationships and Related Transactions, and Director Independence

 ITEM 14

 Principal Accounting Fees and Services

 ITEM 15

 Exhibits and Financial Statement Schedules

 i

 Forward-looking Statements

 In General

 This Report contains statements that plan for or anticipate the future.
In this Report, forward-looking statements are generally identified by the words "anticipate," "plan," "believe,"
"expect," "estimate," and the like.

 The factors that could cause actual results to differ materially from
those projected in the forward-looking statements include:

 the risk factors set forth below under "Risk Factors";

 our ability to raise additional financing necessary to conduct our business;

 our future business plans and strategies;

 changes that could result from future acquisition of new mining properties or businesses;

 our ability to commercially develop our mining interests.;

 risks and hazards inherent in the mining business, including environmental hazards, industrial accidents, weather or geologically related conditions;

 uncertainties inherent in our exploratory and developmental activities, including risks relating to permitting and regulatory delays;

 changes in the market prices of gold or silver;

 uncertainties inherent in the estimation of gold or silver ore reserves;

 effects of environmental and other governmental regulations; and

 the worldwide economic downturn and difficult conditions in the global capital and credit markets.

 In addition to the foregoing, the ongoing COVID-19 pandemic poses significant
risks and uncertainties in numerous areas, including the availability of labor and materials to explore our mineral interests, risks impacting
the cost and availability of insurance and the markets for precious metals. We cannot predict with any certainty the nature and extent
of the impact that the pandemic will have on our business plan and operations.

 Readers are cautioned not to put undue reliance on forward-looking
statements. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information,
future events or otherwise.

 In light of the significant uncertainties inherent in the forward-looking
statements made in this Report, the inclusion of this information should not be regarded as a representation by us or any other person
that our objectives and plans will be achieved.

 ii

 ITEM 1 – DESCRIPTION OF BUSINESS.

 Overview

 We were incorporated on December 23, 2003, in Delaware and our principal
business is the acquisition and exploration of mineral resources.

 In January 2021, the company's Board of Directors approved a
name change from Athena Silver Corporation, to Athena Gold Corporation. Athena Gold Corporation ("we," "our,"
"us," or "Athena") is engaged in the acquisition and exploration of mineral resources. We began our mining operations
in 2010.

 We entered into a Mining Lease and Option Agreement which granted us
mining rights to the Langtry silver prospect located in San Bernardino County California. Due to the depressed commodities prices over
the ensuing decade, we were never able to engage in meaningful exploration efforts. On April 28, 2020, Athena Silver Corporation entered
into Agreement to Terminate Lease with Option to Buy dated March 10, 2016 with Bruce and Elizabeth Strachan, Trustees of the Bruce and
Elizabeth Strachan Revocable Living Trust dated July 25, 2007, including any and all amendments thereto dated April 28, 2020 with respect
to the Langtry Mine in California. As a result of this termination agreement, all scheduled lease option payments due in 2020 and beyond
were considered terminated and void upon signing of the Agreement.

 In December 2009, we formed and organized a new wholly-owned subsidiary,
Athena Minerals, Inc. ("Athena Minerals") which owned and operated our mining interests and properties in California. On December
31, 2020 we sold the subsidiary to John Gibbs and/or his affiliate, a related party, in a non-cash exchange to satisfy our more than $2
million debt to Mr. Gibbs.

 Effective December 27, 2021 ("Effective Date"), the Company
simultaneously executed and consummated a definitive Share Purchase Agreement (the "SPA") with Nubian Resources, Ltd. ("Nubian
Resources"). The SPA was the result of a previously disclosed Option Agreement with Nubian Resources dated as of December 11, 2020,
as amended by First Amendment to Option Agreement dated November 10, 2021 (the "Option"). While the Option granted the Company
the right to acquire up to a 100% interest in the mining claims comprising the Excelsior Springs Prospect (the "Property")
located in Esmerelda County, Nevada, the Company and Nubian Resources agreed to restructure the transaction so that the Company purchased
100% of the issued and outstanding shares of common stock of Nubian Resources (USA) Ltd ("Nubian USA"), a wholly-owned subsidiary
of Nubian Resources which held the Property. By purchasing 100% of Nubian USA, the Company effectively acquired the remaining 90% interest
in the Property, the Company having previously acquired a 10% interest in the Property in December 2020 under the terms of the Option.

 The following is a summary of the terms of the
SPA, which summary is qualified in its entirety by reference to the SPA:

 The consideration paid to Nubian for 100% of the issued and outstanding shares of Nubian US consisted of:

 An aggregate of 50 million shares of Athena Gold Corp. common stock, which number includes the 5 million shares of common stock previously issued to Nubian Resources under the Option; and

 A 1% Net Smelter Royalty on all production from the Excelsior Springs Property.

 The 50 million shares issued to Nubian Resources were
 issued as "restricted securities" under the Securities Act of 1933, as amended ("Securities Act"). The
 Company filed a registration statement on Form S-1 registering the distribution by Nubian of all 50 million shares to its
 shareholders, pro rata. Nubian Resources had undertaken to complete the distribution of all the shares once the S-1 registration
 statement has been declared effective. Notwithstanding the fact that the S-1 registration statement was declared effective by the
 SEC, Nubian Resources elected not to distribute the shares as originally agreed. Athena has made demand on Nubian Resources to
 fulfill this contractual obligation.

 For a period of 12 months following the Effective Date of the SPA, or until Nubian owns less than 4.9% of the Athena issued and outstanding shares, Nubian Resources has agreed to exercise its voting rights with respect to such shares in a manner to support the recommendations of the Athena Board of Directors except for (i) voting on any proposed change in control transaction or (ii) voting on any proposed sale of all or substantially all of the Excelsior Property, including a property included known as Palmetto that consisted of 7 BLM claims. Athena did not renew 5 of the BLM claims and as a result Palmetto now consists of 2 BLM claims PM 1 (#NV101504173) and PM 2 (#NV101504174).

 Nubian is entitled to nominate one representative to serve on the Athena Board of Directors. Nubian's designated representative resigned in 2023.

 Athena's agreement with Nubian Resources includes 100% of the
140 unpatented claims at Excelsior Springs with two additional patented claims held under a lease option that were subject to a 2% net
smelter returns royalty on gold production to an independent party. Athena subsequently expanded the Excelsior Springs project by staking
51 additional claims with the BLM and purchasing the two patented claims and the underlying 2% royalty previously under a lease option
agreement.

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

 Excelsior Springs is our flagship project and completed a N.I. 43-101
Technical Report to support our secondary listing on the Canadian Stock Exchange that details past work and drill programs and highlight
future exploration plans to advance the Property.

 We have not presently determined whether our mineral properties contain
mineral reserves that are economically recoverable.

 Our primary focus going forward will be to continue evaluating our
properties, as well as possible acquisitions of additional mineral rights and exploration, all of which will require additional capital.

 Effective December 30, 2024, Nubian changed its name to "Carlton
Precious, Inc."

 Effective October 1, 2024, Athena entered into a definitive agreement
to acquire two early exploration stage projects located in Ontario Canada.

 On March 27, 2025 the shareholders of the Company
approved the redomestication of the Company in the Province of British Columbia, Canada by merger into a British Columbia corporation
and elected Koby Kushner and David Goodman to the Board of Directors.

 Conflicts of Interests

 Magellan Gold Corporation ("Magellan") is a publicly held
company under common control. Mr. Power is our President, CEO and a director and is a former officer and director of Magellan. John Gibbs
is a significant shareholder of both Athena and Magellan.

 Silver Saddle Resources, LLC ("Silver Saddle") is a private
company under common control. Mr. Power and Mr. Gibbs are significant investors and managing members of Silver Saddle.

 Athena, Magellan and Silver Saddle are exploration stage companies,
and each is involved in the business of acquisition and exploration of mineral resources.

 The existence of common ownership and common management could result
in significantly different operating results or financial position from those that could have resulted had Athena, Magellan and Silver
Saddle been autonomous. In addition, the common ownership could result in significant conflicts of interest both in terms of the allocation
of working capital as well as under the doctrine of corporate opportunity, since all three entities are engaged in mineral exploration
in the United States. Messrs. Power and Gibbs have not adopted any policy or guidelines to mitigate the potential adverse effects of their
conflicting interests between and among, Athena, Magellan and Silver Saddle.

 Investors in Athena should be cognizant that the interests of Athena
may, in the future, be in conflict with the other activities of Athena's control persons.

 EXCELSIOR SPRINGS PROJECT

 Excelsior Springs is Athena Gold's flagship property, which is
located in the southern portion of the Walker Lane. The Excelsior Springs project has been explored by a number of companies over the
past 30 years. The target is a large tonnage, moderate grade gold deposit amenable to open pit mining. The Company was granted a drilling
and exploration permit (the "Drill Permit") by the BLM at the Excelsior Springs project in Esmeralda County, Nevada (the "Excelsior
Springs Project"). A drilling contractor was engaged and a Phase One RC drill program consisting of 5,575 feet (11 holes) Reverse
Circulation ("RC") drilling program was completed in early April 2022. A Phase Two RC drill program consisting of 2,700 feet
(9 holes) was completed in October 2022. A Phase Three RC drill program consisting of 3,740 feet (9 holes) was completed in June 2023.
Additional drill programs are planned, subject to sufficient capital being raised.

 Location and Access:

 The Excelsior Springs Property is located in the southeast part of
unsurveyed Township 5 south, Range 39 and 40 east, MDBM, Esmeralda County, Nevada, approximately 45 miles southwest of Goldfield, Nevada.
The Property is accessed by traveling 14.5 miles (23.2 km) south of Goldfield on US highway 95 and then turning west onto Nevada State
Route 266 at Lida Junction and proceeding west for approximately 28.7 miles (45.9 km). Just past mile marker 12, a county-maintained gravel
road turns north and leads five miles (8 km) to the Property. There is a locked gate at the southern edge of the patented claims. The
Property lies on the moderately hilly south flank of the Palmetto Mountains at an elevation of 6,000 to 8,000 feet (1,829 – 2,439
m) with moderate to heavy juniper/pinion pine cover.

 The Excelsior Springs Property comprises 216 unpatented mining claims
and two patented mining claims. All of the claims are held by Athena and/or its wholly-owned subsidiary Nubian Resources USA ("Nubian")
and located on Federal Government land administered by the Department of Interior's Bureau of Land Management ("BLM").
Athena staked 51 new BLM claims in 2022 and the remaining 140 BLM claims were acquired as part of the original purchase of the project
from Nubian Resources in December 2021. The two patented claims were leased to Nubian by the owner, Christian Bramwell, of Pahrump, Nevada
until purchased in June 2022 as further described below. The patented claims, the Prout and Fortunatus (MS 4106), were located in 1873
and 1892, respectively, and were patented in 1912. The patented claims have both surface and mineral rights. Ownership of the unpatented
claims gives the right to explore for and develop mineral resources but no surface rights.

 The original acquisition consisted of 42 "EX" and 88 "ES"
contiguous, unpatented lode mining claims covering approximately 2,884 acres (1,167 hct) and two patented claims covering 40 acres (16.1
hct). A separate block of ten "ES" claims covering 202 acres (84 hct) is located approximately one mile (1.6 km) northwest of
the main block of claims.

 The acquisition included a prospective target known as "Palmetto"
that consisted of 7 BLM claims. Athena did not renew 5 of the BLM claims and as a result Palmetto now consists of 2 BLM claims PM 1 (#NV101504173)
and PM 2 (#NV101504174).

 In September and October 2022, the Company expanded the Excelsior Springs
claim block by staking 51 new BLM claims ES 2R – ES 38R and BL 1 – BL 32 and filed with the BLM in December 2022 and were
assigned serial numbers NV 105804872 – NV 105804922. The additional claims were also filed in Esmeralda County, Nevada.

 Effective June 1, 2024 Athena Gold Corporation (the "Company")
expanded its Excelsior Springs project by entering into an Asset Purchase Agreement (the "APA") with Silver Reserve Inc.
to acquire an 100% interest in 11 unpatented BLM claims covering approximately 89 hectares (220 acres) known as the Blue Dick Mine and
related mineral claims ("BD"), together with certain technical data relating to the mining claims (the "Purchased Assets").
Total consideration consists of an aggregate of US $45,000 in cash and a 3% NSR.

 In September 2024, the Company
expanded the Excelsior Springs claim block by staking 12 new unpatented BLM claims MD 1-12 that were assigned the following serial numbers
(BLM NV106705574 – NV106705585).

 The Excelsior Springs project now consists of 216 BLM unpatented claims
and 2 patented claims or approximately 4,360 acres.

 Legal Ownership

 The acquisition of Nubian USA included a lease option on two patented
mining claims known as Fortunatus and Prout that were subsequently purchased as described below:

 On June 9, 2022, the Company entered into an Acquisition
Agreement (the "Agreement") to purchase an undivided 100% interest in the Fortunatus and Prout patented lode mining claims
in Esmeralda County, Nevada. The Agreement was completed in July 2022 with the following terms:

 $25,000 settled in cash

 $35,000 of the purchase price settled by the issuance of 500,000 shares of the Company's common stock; and

 $125,000 settled by a loan, paid by the Company
in quarterly installments of $25,000, beginning November 13, 2022, and continuing until October 13, 2023.

 All payments have been made with no balance remaining
 on the note payable. The underlying 2% NSR was retired as part of the purchase transaction.

 The Excelsior Springs project now consists of 216 BLM unpatented claims
and 2 patented claims or approximately 4,080 acres.

 History:

 The Buster Mine claim block was discovered in 1872 and has been through
several periods of small-scale mining and exploration efforts. During the late 1800s and perhaps the early 1900s there was unconfirmed
production from the Buster Mine of an estimated 18,000 tons at 1.2 oz Au/ton (37.3 g/T). Little else is known about work on the mine until
Fernand Lemieux re-timbered the Buster shaft in 1964 at a reported cost of $50,000 (Grant, 1986). A visual inspection of the shaft indicated
the ladders were still in good condition. Since 1964, the Property has been explored by a number of companies as described below:

 1960s & 1970s – Efforts to re-timber the shafts and attempts at small scale mining

 1986 – Great Pacific Resources (11 RC holes)

 1988 – Lucky Hardrock JV (12 RC holes)

 2005-2007 – Walker Lane Gold (22 RC holes)

 2008 – Evolving Gold (8 RC holes)

 2011-2014 – Global Geoscience and partner Osisko Mining (31 RC holes & Geophysics)

 Geology and Mineralization:

 The project comprises 140 unpatented and two patented lode claims covering
2,884 acres (1,167 hct). The project has had some historic, high-grade gold production from silicified zones on the patented claims. These
zones are contained in several, large, intensely altered, E-W-trending shear zones in Paleozoic siltstones and limestones. These shear
zones host structurally and lithologically controlled gold mineralization within a 3 X 1 km area of intense clay alteration. The shear
zones have been collectively named the Excelsior Springs Shear Zone, ESSZ, and form the core of the exploration targets on the property.

 Geology and Mineralization. The Property lies within the Walker
Lane, a regional-scale zone of northwest-trending, strike-slip faulting. The Walker Lane hosts a significant number of precious metal
deposits including the Comstock Lode at Virginia City, Borealis, Aurora, Mineral Ridge, Paradise Peak, Rawhide, Tonopah, Goldfield and
the Bullfrog District. These deposits are Tertiary in age, and all have a very strong structural control for the mineralization. However,
the author has not verified information with respect to the abovementioned deposits, and information in this Report with respect to these
deposits is not necessarily indicative of the mineralization on the Excelsior Springs Property. The Excelsior Springs Property area contains
a thick section of basal Precambrian-Cambrian sedimentary rocks that are complexly interlayered by thrust faults with the Ordovician Palmetto
Formation. On the Property, there are a large number of prospect pits, small trenches and drill roads concentrated along the Excelsior
Springs Property structural zone ("ESSZ"), a 1,000 foot-wide and 10,000 foot-long (304 m x 3,048 m), east-west-trending zone
of shearing and alteration. Underground workings on the two patented claims have been the source of the Property's unverified, historic
production, reported to be 19,200 oz Au (18,000 tons containing 1.2 oz Au/ton (37.3 g Au/T)). Assay results for the 84 RC holes that have
been drilled on the Property show that 51 of the holes (61 %) contain a 20-foot interval averaging 0.25 g Au/T, typical cut-off grade
for Nevada open-pit gold mines. Forty of the holes (48 %) contain a 20-foot interval averaging 0.5 g Au/T, and 24 of the holes (29 %)
contain a 20-foot interval averaging 1.0 g Au/T.

 Property Geology. The Excelsior Springs Property area contains
basal Precambrian-Cambrian sedimentary rocks complexly interlayered by thrust faults with the Ordovician Palmetto Formation, as seen in
Figure 17 (McKee, 1985). Lithologic units shown on the map are listed below.

 Qa - Alluvium, (Quaternary) - sand and gravel.

 Tq - Quartz porphyry and alaskite dikes, (Miocene) - Light-colored,
quartz-rich fine- grained intrusive rocks.

 Opa - Palmetto Formation, (Ordovician) - Heterogeneous mixture
of dark, thin-bedded chert, shale, limestone and quartzites, usually in thrust fault contact with older rocks.

 Ce - Emigrant Formation, (Cambrian) - Gray- green limey siltstone
with sandstone interbeds. Grades upward into platy, gray, aphanitic limestone with chert nodules, chert beds and intraformational limestone
conglomerates.

 Ch - Harkless Formation, (Cambrian) - Interbedded fine-grained
sandstone, siliceous siltstone and thin limestone.

 Miocene rhyolite and hornblende diorite dikes (Tq) occur throughout
the Property and are particularly abundant in the area east of the Excelsior Springs Property. Most of the dikes are aligned parallel
to the east-west to east-northeast trends of the mineralization in the ESSZ. The quartz-rich rhyolite dikes appear to be more closely
associated with alteration and gold mineralization than do the hornblende diorite dikes.

 The 3,500 foot-thick (1,067 m), Cambrian-age (Ch) Harkless Formation
seems to be the predominant host for the alteration and mineralization and is divided into a lower, greenish-gray quartz-rich siltstone
member and an upper olive-gray siltstone member. Limestone layers, up to 100 feet-thick (30 m), occur in the lower member. The Cambrian-age
(Ce) Emigrant Formation overlying the Harkless consists of a lower, multi-colored limestone-siltstone member, a middle, greenish-gray
shale member and an upper, gray, cherty limestone member. The Emigrant Formation is about 1,300 feet-thick (396 m).

 Mineralized Zones. The east-west trending ESSZ shows strong
hydrothermal alteration over an area 1,000-1,800 feet-wide (305 – 549 m) and 10,000 feet-long (3,050 m) and appears to extend under
Quaternary gravels to the west of the Buster and pit areas. In addition to the area around the Buster shaft, there are many other scattered
zones of anomalous gold and base metal mineralization within the ESSZ. There are large, well developed, east-west-trending drainages to
the north and south of the ESSZ. These drainages also contain outcrops of strongly altered rocks that have not been closely examined.
Mineralization on the claims is hosted mostly in the Harkless Formation and the Emigrant Formation. Mineralization occurs almost entirely
in shear zones which are characterized by brecciation, silicification and local mylonitization. The ESSZ contains well developed fractures
striking east-west and well mineralized sets of north-, northeast- and northwest-striking fractures. There are several gold-bearing quartz
veins containing galena and tetrahedrite in the shear zones that represent a post-deformation period of mineralization. Most of the mineralized
zones do not contain visible sulfides.

 Gold mineralization is localized by the structures and occurs as veinlets
and veins. Gold also appears to occur in a disseminated form in favorable stratigraphic units. Brecciated quartz veins are common in the
mineralized zones but frequently exhibit no direct correlation with higher gold values. Quartz-copper veins and pods of white quartz are
also brecciated and locally re-cemented with fine-grained crystalline to chalcedonic silica. A strong correlation between visible copper
and/ or zinc oxides and carbonates and higher-grade gold values has been noted. Cadmium and antimony values are anomalous but somewhat
randomly distributed, and arsenic is strongly correlated with gold values greater than 8 ppm.

 EXPLORATION ACTIVITIES:

 Summary

 In 2022, Athena has begun an initial work program for the Excelsior
Springs Property comprising the following:

 Data compilation and review;

 Geologic mapping and sampling of selected areas of the project;

 Acquisition and evaluation of hyperspectral satellite imagery for alteration studies;

 Refining the project's structural model for mineralization;

 Developing a 3-D, computer generated model of the Buster area mineralization;

 Creating a new set of 1:1200 scale cross sections to include all drill holes.

 (a) Data Compilation. There is a large amount of historic data
generated by previous exploration programs on the Property. Much of the earlier data is incomplete and weakly documented but still useful.
A new compilation of all the drilling results including collar location, hole azimuth, dip, total depth and gold values has been completed
and used to construct the three-dimensional model and new cross sections.

 (b) Geologic Mapping and Sampling. Approximately 20 man-days
have been spent mapping in selected areas of the project. Mapping was done on detailed color photos at a scale of 1:2,400 with a particular
focus on alteration zones and structural features. This new work is being integrated into the existing geologic map and will be fully
digital. The new geologic map has not been completed, but it will serve as a base layer for showing alteration, mineralization, structures,
geophysical data and drill hole projections. In conjunction with the mapping of selected areas, the Company has collected and processed
100 surface rock chip samples. Custody of these samples was maintained by the geologists and then delivered to American Assay Labs in
Sparks, Nevada. All samples were fire assayed for gold, and an ICP process was used for other elements. The assay process is described
in Section 11.1 of this Report and duplicate, standard and blank samples were used.

 (c) Hyperspectral Data. SpecTir Imagery of Reno, Nevada provided
a suite of hyperspectral images covering the area around the project. The study shows the alteration mineralogy image generated by the
SpecTIR data. The Buster zone clearly shows strong kaolinite and sodium-rich illite (paragonite) alteration. The strong clay alteration
zone continues eastward to the Ridge zone (447300 E) and further east into the Excelsior Springs Property area (448000 E). Further
east and west from the Buster zone the clay mineralogy becomes potassium-rich phengite along with muscovite.

 (d) Refining the Structural Model. Ore deposits found within
the Walker Lane and particularly mineralized zones in the ESSZ are both structurally and lithologically controlled.

 (e) Three-Dimensional Model. Geo Vector Consultants and Mountain
Goat Consulting has utilized the updated drill hole data base for the Property and has generated the 3-D model for the mineralized zones.
There are multiple intercepts of potentially well mineralized material in many of the holes, but further infill drilling is needed to
better confirm continuity of the zones between the holes.

 (f) Cross Sections. Mine Development Associates ("MDA"),
a division of RESPEC Inc., consultants in Reno, generated a complete set of 1:600 scale cross sections along with a topographic map showing
all of the drill holes and mineralized intervals.

 The Company was granted a drilling and exploration permit (the "Drill
Permit") by the BLM in December 2021 for its Excelsior Springs Project in Esmeralda County, Nevada. The permit was amended in 2022.
Athena has posted the required reclamation bond with the BLM to secure the Drill Permit.

 Athena entered into a contract with New Frontier Drilling and in April
2022 completed its maiden drill program with 11 RC holes on both the patented and unpatented claims totaling approximately 5,500 feet.

 The Company updated its permit with the BLM with additional locations
and completed a Phase 2 drill program with 9 RC holes on both the patented and unpatented claims totaling approximately 2,800 feet.

 Athena submitted the samples from the drill program to an independent
assay lab in Reno, Nevada for analysis.

 Phase 1 RC Drilling Data and Results

 Hole

 Intervals, Feet 2

 Azimuth

 Decline

 Gold 1

 Silver

 Total

 ID

 From

 To

 Degrees

 Degrees

 G/T

 G/T

 Depth, Ft

 DB-24

 nsm

 DB-23

 5.15

 8.9

 includes

 10.03

 17.3

 includes

 15.35

 26.5

 DB-22

 0.61

 3.1

 "

 1.48

 2.8

 "

 1.01

 5.6

 DB-3

 1.10

 4.0

 BT-16

 *

 BT-15

 nsm

 BT-13

 nsm

 BT-12

 nsm

 BT-11

 *

 BT-7

 1.11

 4.0

 BT-6

 0.22

 16.9

 Total Drilling

 5,575

 nsm: no significant mineral

 * assays not yet received

 1 Nominal gold cut off: 0.20 g/t.

 2 Minimum mineral interval of 20 feet. Minimum 20 feet waste between mineral intervals.

 Maximum 20 feet waste within mineral intervals.
 As most spatial data is not yet available,

 drill intervals are not true mineral thicknesses.

 Phase 2 Drilling Data and Results

 Hole

 Intervals, Feet 2

 Intervals, Meters 2

 Azimuth

 Decline

 Au

 Ag

 Au Eq

 Cu 4

 Pb 4

 Zn 4

 Hole Depth

 Zone

 ID

 From

 To

 From

 To

 Degrees

 Degrees

 G/T

 G/T

 G/T 3

 %

 %

 %

 Ft

 M

 22-01

 39.6

 67.1

 27.4

 6.045

 17.4

 6.274

 0.071

 0.294

 0.476

 91.4

 WS

 Includes

 39.6

 50.3

 10.7

 10.200

 30.8

 10.605

 0.170

 0.644

 1.140

 77.7

 91.4

 13.7

 4.970

 14.40

 5.159

 0.070

 0.821

 1.003

 22-02

 41.1

 56.4

 15.2

 4.492

 27.3

 4.851

 0.056

 0.382

 0.546

 91.4

 WS

 Includes

 44.2

 53.3

 9.1

 7.293

 44.2

 7.874

 0.091

 0.621

 0.873

 68.6

 76.2

 7.6

 1.195

 7.7

 1.296

 0.023

 0.227

 0.220

 22-03

 NSM

 91.4

 WS

 22-04

 16.8

 22.9

 6.1

 0.252

 6.0

 0.331

 0.004

 0.016

 0.015

 121.9

 MB

 22-05

 0.0

 15.2

 15.2

 0.395

 3.30

 0.438

 0.009

 0.117

 0.179

 61.0

 MB

 44.2

 51.8

 7.6

 0.646

 2.96

 0.000

 0.006

 0.049

 0.048

 22-06

 NSM

 91.4

 MB

 22-07

 NSM

 91.4

 WS

 22-08

 NSM

 91.4

 WS

 22-12

 NSM

 91.4

 WS

 Total Drilling

 2,700

 823.0

 NSM: no significant mineral

 1 Nominal gold cut off: 0.20 g/t.

 2 Minimum mineral interval of 20 feet. Minimum 20 feet waste between mineral intervals.

 3 Based on prices of $1775/oz Au and $23/oz Ag

 4 Geochemical analysis of anomalous base metals

 5 WS: West Slope Zone MB: Main Buster Zone

 Maximum 20 feet waste within mineral intervals. As most spatial data is not yet available, drill intervals are not true mineral thicknesses.

 Phase 3 Drilling Data and Assay Results 1

 Hole

 Intervals, Feet

 Intervals, Meters

 Az

 Dip

 Au

 Ag

 Cu 2

 Pb 2

 Zn 2

 Hole Depth

 ID

 From

 To

 From

 To

 G/T

 G/T

 %

 %

 %

 Ft

 M

 23-01

 74.7

 80.8

 6.1

 2.176

 1.85

 0.057

 0.371

 0.378

 121.9

 23-02

 nsm

 103.6

 23-03

 29.0

 80.8

 51.8

 1.021

 8.20

 0.02

 2.117

 2.712

 121.9

 23-04

 nsm

 91.4

 23-05

 nsm

 121.9

 23-06

 nsm

 91.4

 23-07

 nsm

 121.9

 23-08

 nsm

 121.9

 23-09

 nsm

 243.8

 Total Drilling

 3,740

 1,140.0

 nsm: no significant mineral

 1 Gold cut off: 0.20 g/t. Minimum mineral interval of 20 feet. Minimum 20 feet waste between mineral intervals. Maximum 20 feet waste within mineral intervals.

 2 Analysis of anomalous base metals

 Drill intervals are not mineral thicknesses.

 Future exploration phases would be needed to precisely
define depth, width, length, tonnage and value per ton of any deposit that has been identified and would involve:

 RC and CORE drilling. A permit is in place with
 the BLM and a bond has been posted to allow for additional drilling.

 Conduct a new gradient array IP survey that will
 provide data to a depth of approximately 900 feet (274 m) and better define the southwestern chargeability zone.

 conducting metallurgical testing; and

 Further geochemical and geophysical surveys and geologic mapping

 Depending upon the nature of the particular deposit,
future exploration phases on the property could take one to five years or more and cost well in excess of $1 million.

 EXCELSIOR SPRINGS PROJECT CLAIMS

 The following map shows the location of the patented and unpatented
mining claims that comprise the Excelsior Springs Project as of December 31, 2024:

 Excelsior Springs Project – List of ES
Claims

 NMC #

 ES 1

 1045871

 ES 3

 1045873

 ES 5

 1045875

 ES 7

 1045877

 ES 9

 1045879

 ES 11

 1045881

 ES 13

 1045883

 ES 15

 1045885

 ES 17

 1045887

 ES 19

 1045889

 ES 21

 1045891

 ES 23

 1045893

 ES 25

 1045895

 ES 27

 1045897

 ES 29

 1045899

 ES 31

 1045901

 ES 33

 1045903

 ES 35

 1045905

 ES 37

 1045907

 ES 39

 1045909

 ES 40

 1045910

 ES 41

 1045911

 ES 42

 1045912

 ES 43

 1045913

 ES 44

 1045914

 ES 45

 1045915

 ES 46

 1045916

 ES 47

 1045917

 ES 48

 1045918

 ES 49

 1045919

 ES 50

 1045920

 ES 51

 1045921

 ES 52

 1045922

 ES 53

 1045923

 ES 54

 1045924

 ES 55

 1045925

 NMC #

 ES 56

 1045926

 ES 57

 1045927

 ES 58

 1045928

 ES 59

 1045929

 ES 60

 1045930

 ES 61

 1045931

 ES 62

 1045932

 ES 63

 1045933

 ES 64

 1045934

 ES 65

 1045935

 ES 66

 1045936

 ES 67

 1045937

 ES 68

 1045938

 ES 69

 1045939

 ES 70

 1045940

 ES 71

 1045941

 ES 72

 1045942

 ES 73

 1045943

 ES 74

 1045944

 ES 75

 1045945

 ES 76

 1045946

 ES 77

 1045947

 ES 78

 1045948

 ES 79

 1045949

 ES 80

 1045950

 ES 81

 1045951

 ES 82

 1045952

 ES 83

 1045953

 ES 84

 1045954

 ES 85

 1045955

 ES 86

 1045956

 ES 87

 1045957

 ES 88

 1045958

 ES 89

 1045959

 ES 90

 1045960

 ES 91

 1045961

 ES 92

 1045962

 ES 93

 1045963

 NMC #

 ES 94

 1045964

 ES 95

 1045965

 ES 96

 1045966

 ES 97

 1045967

 ES 98

 1045968

 ES 99

 1045969

 ES 100

 1045970

 ES103

 1057362

 ES105

 1057364

 ES107

 1057366

 ES109

 1057368

 ES176

 1057394

 ES179

 1057395

 ES180

 1057396

 ES245

 1057460

 ES246

 1057461

 ES247

 1057462

 ES248

 1057463

 ES249

 1057464

 ES250

 1057465

 ES251

 1057466

 ES252

 1057467

 ES253

 1057468

 ES254

 1057469

 Excelsior Springs Project - List of EX Claims

 NMC #

 EX 1

 887756

 EX 2

 887757

 EX 3

 887758

 EX 4

 887759

 EX 5

 887760

 EX 6

 887761

 EX 7

 887762

 EX 8

 887763

 EX 9

 887764

 EX 10

 887765

 EX 11

 887766

 EX 12

 887767

 EX 13

 887768

 EX 14

 887769

 EX 20

 897986

 EX 21

 897987

 EX 22

 897988

 EX 23

 897989

 EX 24

 897990

 EX 25

 897991

 EX 26

 897992

 EX 27

 897993

 EX 28

 897994

 EX 29

 897995

 EX 30

 897996

 EX 31

 897997

 EX 32

 897998

 EX 33

 897999

 EX 34

 898000

 EX 35

 898001

 EX 36

 898002

 EX 37

 898003

 EX 38

 898004

 EX 39

 898005

 EX 40

 898006

 EX 41

 898007

 EX 42

 898008

 EX 43

 898009

 EX 44

 898010

 EX 45

 898011

 EX 46

 898012

 EX 47

 898013

 Additional Claim blocks ES 2R – ES 38R and BL 1 – BL
32 were staked by Nubian Resources USA Ltd. in September and October 2022 and filed with the BLM in December 2022 and were assigned serial
numbers NV 105804872 – NV 105804922.

 Serial Number

 BL 1

 NV105804872

 BL 2

 NV105804873

 BL 3

 NV105804874

 BL 4

 NV105804875

 BL 5

 NV105804876

 BL 6

 NV105804877

 BL 7

 NV105804878

 BL 8

 NV105804879

 BL 9

 NV105804880

 BL 10

 NV105804881

 BL 11

 NV105804882

 BL 12

 NV105804883

 BL 13

 NV105804884

 BL 14

 NV105804885

 BL 15

 NV105804886

 BL 16

 NV105804887

 BL 17

 NV105804888

 BL 18

 NV105804889

 BL 19

 NV105804890

 BL 20

 NV105804891

 BL 21

 NV105804892

 BL 22

 NV105804893

 BL 23

 NV105804894

 BL 24

 NV105804895

 BL 25

 NV105804896

 BL 26

 NV105804897

 BL 27

 NV105804898

 BL 28

 NV105804899

 BL 29

 NV105804900

 BL 30

 NV105804901

 BL 31

 NV105804902

 BL 32

 NV105804903

 ES 2R

 NV105804904

 ES 4R

 NV105804905

 ES 6R

 NV105804906

 ES 8R

 NV105804907

 Serial Number

 ES 10R

 NV105804908

 ES 12R

 NV105804909

 ES 14R

 NV105804910

 ES 16R

 NV105804911

 ES 18R

 NV105804912

 ES 20R

 NV105804913

 ES 22R

 NV105804914

 ES 24R

 NV105804915

 ES 26R

 NV105804916

 ES 28R

 NV105804917

 ES 30R

 NV105804918

 ES 32R

 NV105804919

 ES 34R

 NV105804920

 ES 36R

 NV105804921

 ES 38R

 NV105804922

 Schedule of MD claims as part of Excelsior Springs Project in September 2024

 Serial No.

 MD 1

 NV 106705574

 MD 2

 NV 106705575

 MD 3

 NV 106705576

 MD 4

 NV 106705577

 MD 5

 NV 106705578

 MD 6

 NV 106705579

 MD 7

 NV 106705580

 MD 8

 NV 106705581

 MD 9

 NV 106705582

 MD 10

 NV 106705583

 MD 11

 NV 106705584

 MD 12

 NV 106705585

 Schedule of Blue Dick Claims
Acquired in 2024

 BD Lode Mining Claims – 11 Total

 Serial No.

 BD 1

 NV 101627551

 BD 2

 NV 101627552

 BD 3

 NV 101627553

 BD 11

 NV 101628059

 BD 12

 NV 101628060

 BD 13

 NV 101628061

 BD 14

 NV 101628062

 BD 15

 NV 101628063

 BD 16

 NV 101628064

 BD 17

 NV 101628065

 BD 18

 NV 101628066

 CROW SPRINGS PROJECT

 Athena Gold Corporation entered into a memorandum of understanding
in April 2022 with an independent geologist ("seller") to acquire seven unpatented mining claims and subsequently staked ten
additional unpatented mining claims for a total of 17 claims in the Crow Springs Mining District located in Esmeralda County, Nevada.
The terms of the agreement required Athena to pay for certain staking costs and the annual maintenance fees to the BLM and Esmeralda County.
The seller also retained a 1% NSR royalty on the Crow Springs project. The agreement also requires Athena to spend $30,000 in 2023 and
$150,000 in both 2024 and 2025 to maintain the agreement. The 2023 work commitment was fulfilled through an IP survey that was completed
in early 2024 as more fully described below. Athena is in full compliance with the agreement.

 In early 2024, The Company successfully completed an Induced Polarization/Resistivity
(the "Survey") at its 100% owned Crow Springs Project ("Project").

 The survey was conducted by Zonge International and generated IP/Resistivity
data on the two lines specified by Athena as depicted on Figure 3. The IP/Resistivity data was acquired using a dipole-length of 200 meters,
in the 9- spread dipole-dipole configuration, providing continuous coverage. The survey was designed to define potential porphyry copper-gold
targets to a depth of 1,200 feet or more.

 Prior to the IP/Resistivity survey, a district-scale helicopter airborne
magnetics radiometric survey was flown in September 2017 with 100-meter spaced N-S flight lines with 1000-meter tie lines flown E-W (see
Figure 3). The survey indicates that a strong untested magnetic anomaly controlled by Athena underlies classic porphyry-associated potassic
alteration noted in geologic mapping. The untested magnetic anomaly is suggestive of a possible porphyry copper-gold target of significant
size. The IP-Resistivity survey was designed to further refine and delineate Cu-Mo-Au drill targets within or adjacent to the magnetic
anomaly.

 ONEMAN LAKE AND LAIRD LAKE PROJECTS

 Effective October 1, 2024, Athena entered into
a definitive agreement to acquire two early exploration stage projects located in Ontario Canada under the following terms:

 Terms
of the Definitive Agreement:

 Pursuant
to the Definitive Agreement, Athena Gold acquired up to a 100% interest in two mining properties, consisting of 246 mining claims covering
approximately 4,736 hectares (the "Properties"). The Properties are comprised of two projects: one known as the Oneman Lake
Project located near Kenora, Ontario and the other known as the Laird Lake Project in Red Lake, Ontario. Pursuant to an option agreement
dated August 19, 2024, with Bounty Gold Corp. ("Bounty Gold"), The Properties were acquired from Libra Lithium Corp. which
earned 100% ownership of the Oneman Lake Project and had the exclusive option to acquire the Laird Lake Project (the "Option")
subject to certain terms and conditions. Bounty Gold has consented to the transfer of the Properties from Libra Lithium Corp. to Athena
Gold.

 All parties
to this transaction are arm's length.

 As consideration
of the Properties, Athena Gold issued 43,865,217 common shares in the capital of Athena Gold's wholly owned subsidiary, Nova Athena
Gold Corp. to Libra will represent 19.9% of the total issued and outstanding shares of Nova Athena Gold Corp.

 As soon as practical upon completion
of the Redomestication and Continuation;

 a)

 Koby Kushner will become President and Chief Executive Officer of the Purchaser;

 b)

 David Goodman will become Chairman of the Board of the Purchaser;

 c)

 John C. Power will resign as President and Chief Executive Officer of the Purchaser, but remain as Secretary of the Purchaser with oversight over finance and legal reporting obligations and consultation of the Nevada projects; and

 Athena Gold
has assumed all obligations of the Option to Bounty Gold to acquire the Laird Lake Project in consideration of the following cash payments
and share issuances over the course of five years (which may be accelerated at Athena Gold's option):

 a)

 payment of CDN $50,000 in cash on or before August 19, 2025, of which up to 50% of such payment may be made in the form of common shares in the capital of Athena Gold;

 b)

 payment of CDN $50,000 in cash on or before the August 19. 2026, of which up to 50% of such payment may be made in the form of common shares in the capital of Athena Gold;

 c)

 payment of CDN $50,000 in cash on or before August 19, 2027, of which up to 50% of such payment may be made in the form of common shares in the capital of Athena Gold;

 d)

 payment of CDN $50,000 in cash on or before August 19, 2028, of which up to 50% of such payment may be made in the form of common shares in the capital of Athena Gold; and

 e)

 payment of CDN $1,000,000 in cash on or before August 19, 2029, or alternatively

 i)

 payment of 75% in cash and the issuance of common shares in the capital of Athena Gold equal to 25% of the payment, for a total payment of CDN $1,250,000;

 ii)

 payment of 50% in cash and the issuance of common shares in the capital of Athena Gold equal to 50% of the payment, for a total payment of CDN $1,500,000; or

 iii)

 payment of 25% in cash and the issuance of common shares in the capital of Athena Gold equal to 75% of the payment, for a total payment of CDN $1,750,000.

 In the event that Athena Gold pays any of the payments to Bounty Gold
in the form of both cash and common shares, the price per share will be determined with the number of shares being based on a per share
deemed issue price equal to the 30-day VWAP of the shares for the period of any twenty (20) consecutive trading days on the Canadian Securities
Exchange ending on the date that is three business days prior to the date of issuance of the additional common shares.

 Upon completion
of the above obligations by Athena Gold, Bounty Gold will retain a 2% NSR on the Properties, of which 1% may be purchased by Athena Gold
for CDN $1,000,000 at any time.

 Athena Gold
has agreed to pay a finder's fee to Castlewood Capital Corp. in connection with the Acquisition, through the issuance of 1,737,236
common shares in the capital of Nova Athena Gold Corp. The finder's fee will be payable upon completion of the proposed Amalgamation
of Athena Gold.

 Laird Lake Property Report

 Figure 1. Laird Lake Location Map.

 Date Completed: September 2024

 Primary commodity: Au

 Secondary commodity:

 Project size: 4,158 ha

 Claims Renewal Date: 2024/02/10

 Ontario Claim holders must satisfy required annual
units of assessment work to keep their claims in good standing. They must perform early exploration
work and submit an assessment work report through the Mining Lands Administration System (MLAS). Current annual work commitment is CAD
$74,800 per annum on the Laird Lake claims. Assessment work has been completed to maintain these claims until January 2027.

 Project UTM Location (Center of Property): NAD83 Zone 15U 417485
E 5643648 N

 Project Location Description: Laird Lake
is located approximately 20km to the southwest of the town of Red Lake, Ontario. The property is accessible using trail roads that connect
to the ON-618 Highway out of Red Lake. Red Lake is a full-service community with a population of ~4000 people and is a prolific gold mining
town that is still seeing active gold production and exploration to-date.

 Geology

 Regional Geology (modified from Gelinas et
al., 2024)

 The Laird Lake property comprises part of the
Red Lake Greenstone belt (RLGB), which lies within the Uchi domain of the North Caribou Terrane (NCT). The NCT is the largest Mesoarchean
terrane in the Superior Province and is in the northwestern core of the Superior Craton. The NCT has been subdivided into three domains
and a central core. The North Caribou Core (NCC) is situated in the west-central portion of the NCT and forms the nucleus to which the
Island Lake, Oxford-Stull, and the Uchi domains were accreted to post 2.87 Ga. The Uchi domain forms a linear belt that is located on
the southern margin of the NCT and extends the entire length of the northwestern Superior Province, and consists of 3.0-2.7 Ga volcanic,
plutonic, and sedimentary packages. An unconformity between the Mesoarchean and Neoarchean assemblages within the Uchi domain represents
a ~200-100 m.y. gap in geologic time and is known to be associated with gold mineralization in the Red Lake and Pickle Lake greenstone
belts.

 The RLGB is situated along the northern boundary
of the Uchi domain with the NCT of the Superior Province and preserves a ~300 m.y. record of volcanism, sedimentation, plutonism, deformation,
and gold mineralization ranging from Meso- to Neoarchean in age. Nine supracrustal assemblages are present within the belt and have been
subdivided based on rock type, U-Pb geochronology, and geochemistry. All assemblages within the RLGB have undergone metamorphism, ranging
from lower greenschist facies to upper amphibolite facies. The Laird Lake property comprises the Balmer and Confederation assemblages.
D1 deformation (2.744-2.733 Ga) in the RLGB is characterized by north-trending, south plunging F1 folds and S1/L1 fabrics. D2 deformation
is characterized by east- to northeast-trending structures that are associated with the Uchian phase of the Kenoran orogeny. Gold mineralization
within the Uchi domain is most often related to D2 structures.

 The Balmer assemblage is the oldest and most prominent
unit in the RLGB, covering ~50% of the belt and is host to all the major gold camps in the area. It is most observed within the eastern
and central portions of the belt but does crop out of the Killala-Baird batholith. The assemblage comprises Fe-tholeiitic basalts, komatiitic
basalts, and komatiites with lesser 2.992-2.964 Ga felsic volcanic rocks, chert-magnetite iron formations, fine-grained clastic rocks,
and mafic to ultramafic intrusions. The Balmer assemblage has been broken into lower, middle, and upper sequences based on trace element
contents and TiO 2.

 The Confederation assemblage is predominantly
observed on the central to southern margin of the RLGB but can also be found in other greenstone belts throughout the Uchi domain. The
assemblage is separated into two volcanic packages based on age and geochemistry. The calc-alkalic McNeely package, dated at 2745-2742
Ma, is located in the center of the of the RLGB and comprises intermediate to felsic volcanic rocks, including intermediate tuff breccia,
lapilli tuff, and feldspar-phyric amygdaloidal pillowed basalts. The second assemblage is known as the Heyson sequence, which is mainly
tholeiitic and has been dated at 2739 Ma. The assemblage mainly consists of massive to pillowed basalt and basaltic andesites with feldspar
phenocrysts, quartz-feldspar crystal tuff, and rhyolites.

 Property Geology (from Gelinas et al., 2024)

 The Balmer assemblage on the Laird Lake property crops out between
the 2704 1.5 Ma Killala–Baird batholith to the north and the Confederation assemblage to the south. The assemblage reaches
a maximum thickness of 1.5 km in the western portion of the field area and thins towards the east where an inferred contact between the
Killala–Baird batholith and Confederation assemblage is interpreted. The Balmer assemblage mainly consists of mafic volcanic rocks,
with rare occurrences of ultramafic volcanic rocks and banded-iron formations (BIF). Ultramafic volcanic rocks are rarely exposed and
mainly found by the water's edge on Laird and Lee lakes. The unit is commonly fine-grained, yields high magnetic susceptibility
readings, and exhibits complex relationships between flow breccias and massive flows/feeder dikes. The flow breccias are clast supported
with up to 90% subrounded clasts from 20 to 1 cm in diameter, some of which contain unoriented spinifex needles up to 6 cm long. The massive
flows/feeder dikes locally exhibit spinifex texture, measure between 20 cm and 15 m (possibly thicker) and display potential lava tubes.
The contact between the breccias and massive portions of the unit are parallel, sharp to irregular with no chill margins observed. The
mafic volcanic rocks are the most abundant rock type of the Balmer assemblage on the Laird Lake property, comprising roughly 95 vol.%
of the assemblage. The mafic volcanic rocks are typically composed of fine-grained, aphyric massive flows, although primary features such
as pillows, amygdule's, and varioles are commonly well preserved on the northern shores of Laird and Lee lakes. Pillows commonly
young towards the north to northeast but within higher strain zones, they can be observed flattened parallel to the east–west-trending
foliation. Two chemical sedimentary horizons could be traced across the map area: one to the northwest of Lee Lake, and the other to the
south of Laird Lake. Both are 1.5 m thick chert–magnetite BIF with magnetite-rich layers hosting variable amounts of hematite and
pyrite. The horizon to the south of Laird Lake is interlayered with a 0.1–2 m thick carbonate-rich formation consisting of white
calcite bands and dark green, very fine-grained pyrrhotite-bearing mafic layers.

 The Confederation assemblage on the Laird Lake property is roughly
1 km wide to the east, thinning to less than 100 m on the western end of the map area and lies between the Balmer assemblage and the undated
Medicine Stone pluton. Differential erosion between stratigraphic units has formed sets of ridges up to 600 m long that are inferred to
be parallel to the primary volcanic layering and strike from 45 to 80 with local volcanic packages parallel to the contact
with the Balmer assemblage and others at a 35 angle, implying an angular unconformity. Features such as trachytic alignment of
phenocrysts within flows, primary bedding in tuffs, and lithological contacts viewed at the outcrop scale also reflect the primary volcanic
stratigraphy observed at the map scale. The assemblage is mainly composed of thick mafic volcanic flows, separated by equally thick intermediate
to felsic volcanic rocks, and zones of interlayered mafic to felsic volcanic packages a few metres thick. Three types of mafic flows are
found throughout the area: aphyric flows, plagioclase–phyric flows, and amphibole poikiloblastic flows and are thinly intercalated
within the interlayered package of mafic to intermediate volcanic rocks ( felsic volcanic rocks). The mafic flows with amphibole
poikiloblasts have a fine-grained matrix with rounded dark greenish blue amphibole grains up to 5 mm in diameter and 30%–45% vol.
The aphyric mafic volcanic flows are fine-grained but are not continuous at a large scale. The feldspar– phyric flows have a fine-grained
matrix and host anhedral to euhedral white plagioclase crystals that range from 0.2 to 3 cm long and 1 to 7 mm thick and can comprise
up to 40% of the rock but 5%–10% is more typical. Locally, the feldspars define a trachytic alignment that is typically parallel
to the map-scale orientation of the volcanic packages. Intermediate and felsic volcanic rocks were grouped as one lithology due to the
scale of the map. This unit is mainly composed of massive to weakly bedded volcaniclastic tuffs to lapilli tuffs, with no evidence of
flows features such as flow lobes/domes or flow banding. Cryptic beds range from mm to cm scale in thickness. Lapilli size clasts average
4–6 cm long and contain anhedral feldspar grains. Quartz–feldspar porphyritic crystal tuffs consist of porphyritic rounded
quartz and feldspar grains that comprise up to 20%–40% of the rock. Quartz grains are typically more abundant than feldspar grains
and measure up to 1 cm, whereas feldspar grains measure up to 7 mm in length. This unit can rarely contain lapilli size clasts that range
from 2 to 6.5 cm long and are mostly mafic to intermediate in composition with mm scale feldspar grains. A diorite on the southeastern
shore of Lee Lake is strongly foliated, typically fine-grained with medium- to coarse-grained porphyroclasts of diopside recrystallized
from carbonate vein material up to 15 cm long more commonly observed on the southern side of the intrusion.

 Figure 3. Detailed geology map of the Laird Lake property (from
Gelinas, 2018).

 Project Summary

 The Laird Lake property has been heavily underexplored
for gold relative to much of the surrounding Red Lake Greenstone Belt despite consisting of over ~10km strike length of the known gold-bearing
contact between Balmer and Confederation Assemblage rocks, in addition to being nearby to several major gold production and exploration
operations in the region; 34km to the Dixie Lake Project (Kinross – 2.7 Moz. Indicated and 3.9 Moz. Inferred), 11km to the Madsen
Mine (West Red Lake Gold – 1.7 Moz. Indicated and 0.4 Moz. Inferred) and 28km to the Red Lake Mines (Evolution Mining – 7.6Moz.
Indicated and 4.7 Moz. Inferred). The bulk of exploration work at Laird Lake has been accomplished by a combination of prospecting, trenching,
and drilling completed by the landowner throughout recent years (Bounty Gold Corp.), academic studies (B. Gelinas, 2016), as well as drill
campaigns by Black Cliff Mines in 1989 and Premier Gold in 2017. These exploration endeavors are described in greater detail below.

 Work by Black Cliff Mines (1989):

 Black Cliff Mines completed a diamond drilling
campaign at the Laird Lake property in 1989 that totaled six drill holes. These drill results were not filed with the MNDM, so total meterage
for the drilling is unknown. However, two of the drill holes, LL-89-9 and LL-89-11, intersected some gold mineralization. Drillhole
LL-89-9 intersected 6.38 g/t Au over 1.5m in the SPZ Zone, and LL-89-11 intersected 7.62 g/t Au over 1.3m in Zone 11. The drill core
for these two holes is stored at a core library in Kenora and are available for re-logging. The drill core for the remaining four drillholes
is stored on the Laird Lake property at the east end of the lake but its mostly unrecoverable due to crumbling boxes and missing tags.

 Work by Bounty Gold Corp (2012 –
present day):

 The owner of the property, Bounty Gold Corp.,
has laid out most of the groundwork at Laird Lake that has resulted in a highly prospective gold exploration property that comprises 23
gold showings on surface and demonstrated high-grade mineralization (up to ~141 g/t Au in grab samples). Several trenches have been developed
on the property as well by Bounty Gold Corp., with channel samples returning up to 4.64 g/t Au over 2.65m and 1.72 g/t Au over 4.95m.
Much of the work by Bounty Gold Corp. has been focused on the east-central domain of the property whereas the western end remains largely
unexplored.

 Figure 4. Field photograph of a trench that has been channel sampled
at the Laird Lake property. Channel samples results are highlighted and show 4.64 g/t Au over 2.65m and 1.72 g/t Au over 4.95m.

 Work by B. Gelinas (2016-2018):

 A Geology Masters thesis completed by B. Gelinas in 2018 from Lakehead
University generated a renewed understanding and compelling story for the Laird Lake property – this being the interpretation that
the property hosts both Balmer and Confederation Assemblage rocks and that the contact between them is exposed for up to ~10km in strike
length along the center of the property. This interpretation is strongly supported by geochemistry, and it is thought that the sequence
of mafic and ultramafic rocks comprising the Laird Lake property has been structurally offset ~10km to the west of the main Red Lake Greenstone
Belt by the Laird Lake fault. This is highly significant since most of the historic gold occurrences and mines in the Red Lake Greenstone
Belt have occurred along or very proximal to this contact. Further to this, the presence of both Balmer and Confederation Assemblage rocks
provides optionality for the style of potential gold mineralization on the property (i.e., traditional Red Lake-style in the Balmer Assemblage
or Dixie-style mineralization in the Confederation assemblage). Additionally, new detailed lithology and alteration maps of the east-central
region of the property as well as detailed trench maps were generated as part of this study.

 Work by Paterson, Grant & Watson Ltd. (2017)

 In 2017, Premier Gold optioned the Laird Lake property from Bounty
Gold Corp. Premier subsequently commissioned Paterson, Grant & Watson Ltd. to complete a report on the processing and geological interpretation
of the Laird Lake airborne geophysical survey that was simultaneously flown by SkyTEM over the property in March 2017.

 Work by Premier Gold Mines (2017):

 In 2017, Premier Gold optioned the Laird Lake property from Bounty
Gold Corp. Premier commissioned Skytem to complete an airborne magnetic and EM survey of the Laird Lake property. Paterson, Grant &
Watson were subsequently requested by Premier to provide quality control, process and interpret the data from the survey. Following this
work, Premier initiated a small diamond drill program (6 drill holes totalling 3660m). The drilling was focused on the eastern domain
of the property where most of the historic work had been completed and mineralization was most exposed on surface. Several of these drill
holes were collared in Balmer assemblage mafic volcanic rocks that drilled to the north into more Balmer assemblage mafic and ultramafic
rock. Gold mineralization in the Red Lake area is known to be hosted independently within the mafic/ultramafic rocks in the Balmer Assemblage
in addition to being more directly associated with the contact between Balmer and Confederation Assemblage rocks. The drilling was successful
resulting in several low-grade wide intervals within Balmer mafic and ultramafic rocks in multiple holes including 19m @ 0.15 g/t Au in
17-LD-003, 14m @ 0.23 g/t Au in 17-LD-001, and most significantly, 5m @ 0.75 g/t Au in 17-LD-002. Drill holes 17-LD-004, 005, and 006
were collared in Confederation Assemblage rocks and drilled north through the Balmer-Confederation contact into the Balmer mafic and ultramafic
rocks. Although these holes did not intersect any significant mineralization, elevated gold grades (up to 0.4 g/t) do occur along the
Balmer-Confederation contact in each of the three holes, and additional low-grade mineralization over broad intervals occurs within the
Balmer mafic and ultramafic rocks.

 Table 1. Significant Grab, Channel, and Drilling Assay Results at
Laird Lake

 Zone

 Sample Type

 Au (g/t)

 Length (m)

 LLSZ

 Grab

 17.19

 9.40

 0.3

 SPZ

 Grab

 140.59

 DDH

 6.38

 1.5

 GBZ

 Grab

 84.09

 21.88

 0.86

 EGBZ

 Grab

 74.68

 33.96

 0.6

 Zone 11

 Grab

 5.84

 DDH

 7.62

 1.3

 RSPZ

 Grab

 8.18

 SHGZ

 Grab

 7.74

 6.88

 0.8

 SHGX

 5.29

 2.25

 2.13

 6.67

 In 2024, Nemo Resources Inc. conducted two reconnaissance visits to
Laird Lake on behalf of Athena Gold with the intent of confirming previously identified mineralization. Nemo Resources collected 20 rock
samples, of which highlights were as follows:

 Sample ID

 Au ppm

 K024524

 F733057

 56.5

 F733065

 7.18

 K024522

 4.9

 F733053

 3.89

 F733058

 2.4

 The reconnaissance prospecting program is expected to guide a property-wide
geochemistry survey, scheduled to commence in H1/2025, the results of which are anticipated to provide targets for Athena's initial
drill program at Laird Lake.

 Proposed Next Steps

 The Laird Lake property is heavily underexplored compared to other
properties containing Red Lake Greenstone Belt rocks in the area. As a result, there is strong exploration upside on the property. Next
steps at Laird Lake will include a multi-phase approach that includes:

 ~2-3-week prospecting campaign of 4-6 people identifying new zones of potential mineralization in both the Balmer and Confederation Assemblage rocks in addition to spending time in the underexplored western part of the property

 o

 Trenching any newly discovered areas of interest

 Structural review of the property with a particular focus on understanding the controls of mineralization in the highly strained and altered zones in mafic volcanic rocks along the Balmer-Confederation Assemblage contact

 Detailed chargeability/IP survey over the property

 Building a 3-D model using drilling data from 2017 and detailed surface mapping that will act as a foundation for future drilling

 There is a strong foundational model for gold mineralization on the
property that has been established over the years, whereby the contact between the Balmer and Confederation assemblage remains a focus
area for the concentration of gold (Fig. 5). However, there are other favourable zones for gold mineralization to occur on the property
such as lithological contacts within the Balmer Assemblage (Fig. 5), as well as within Confederation Assemblage rocks, which would be
analogous to the gold mineralization discovered at the Dixie Lake project nearby. Future drilling will rely on the success of the proposed
work listed above and will reflect new targets generated from integrating these data sets and the historical understanding of gold mineralization
in the broader Red Lake area.

 Figure 5. Schematic geologic diagram from Gelinas (2018) depicting
favourable locations for gold mineralization to occur at the Laird Lake property.

 Oneman Lake Property Report

 Date Completed: September 2024

 Primary commodity: Au-Zn

 Secondary commodity: Cu-Pb

 Project size: 578 ha

 Claims Renewal Date: 2026/06/06

 Project UTM Location (Center of Property): NAD83 Zone

 15U 376084 E 5572967 N

 Figure 1. Oneman Lake Location Map

 Project Location Description: The Oneman
Lake property is located ~60km north of the town of Kenora, ON, which is a full-service historic mining and forestry town with a population
of ~15,000 people (Fig. 1). The property is accessible by boat from Oneman Lake, which is connected to Kenora by the ON-525 and ON-596
Highways.

 Geology

 The Oneman Lake property is located
in the Winnipeg River Subprovince and is only ~5km west of the boundary with the English River Subprovince (Fig. 2).

 Figure 2. Project location and geology map of the Oneman Lake property.
Area of gold-bearing sulfide breccia is shown on the map.

 The main east-trending sulfide-bearing breccia
zone on the property is hosted within amphibolites that likely represent the westernmost remnants of an attenuated major fold of the Separation
Lake greenstone belt. Granitic and gneissic rock envelop the amphibolite unit, which is primarily composed of hornblende and biotite with
lesser garnet. The sulfide-bearing breccia zone reaches up to ~100m in width, and contains several sulfide species including arsenopyrite,
pyrite, pyrrhotite sphalerite, as well as minor chalcopyrite and galena. Gold, silver, zinc, and weak copper mineralization is prevalent
throughout the sulfide breccia zone. Additionally, the property is only located 6-7 km west along strike of Avalon Advanced Materials
beryllium-tantalum-lithium bearing Rattler, Wolf and Glitter LCT pegmatites. This is significant considering that several intervals of
pegmatite dykes have been recorded in the diamond drill hole logs from the property.

 Project Summary

 The Oneman Lake property was initially discovered
by A. Gauthier in 1930. Trenching and sampling were completed by A. Gauthier et al. in 1948. In 1969, additional sampling as well as a
geophysical survey were carried out by Gauthier et al. In 1985, Sparton Resources Inc. completed an additional geophysical survey. Further
trenching, sampling, and an airborne geophysical survey were completed in 1989 by Champion Bear Resources Ltd., who also completed 22
diamond drill holes totalling 2497.5m in 1990-1991. Limited work has been carried out on the property since then.

 Historic pits on the breccia zone were sampled in the 1940's:

 Pit 1: 0.08 oz/t Au (2.48 gpt), 0.38 oz/t Ag (11.82 gpt) and 7.85%
Zn, 0.04 oz/t Au

 Pit 2: 0.05 oz/t Au (1.55 gpt)

 Pit 3: 0.12 oz/t Au (3.73 gpt)

 Pit 4: 0.08 oz/t Au (2.48 gpt)

 Pit 5: 0.10 oz/t Au (3.1 gpt), 2.77% Zn

 Pit 7: 0.06 oz/t Au (1.86 gpt)

 Additionally, a sample collected by Blackburn and Young, 2000, returned
9620 ppm Zn, 460 ppm Cu, and 2.4 g/t Au.

 Diamond drilling completed by Champion Bear Resource
Ltd. in 1990-91 was successful in confirming gold mineralization at depth in the sulfide breccia zone. Highlights from the drilling include
5.12m @ 1.04 g/t Au in CB-012, and 9.57m @ 0.58 g/t Au in CB-001. Additional drill results are shown in Table 1.

 Table 1. 1990-1991 Champion Bear Diamond Drill Hole Results

 Proposed Next Steps

 Next steps for the Oneman Lake property would
include completing a detailed review of drill core and surface occurrences of the sulfide breccia and surrounding host rock with an emphasis
on understanding the structure of the ore body. Considering the host amphibolite rock represents an attenuated major fold, there is likely
a strong structural control on the distribution of the sulfide breccia. Understanding the geometry of the host rock should allow for better
prediction of where wider, higher-grade intercepts of the sulfide breccia will occur. A subsequent drill program based on the results
of the structural study could then be completed. Additionally, it would be pertinent to reevaluate the potential of lithium mineralization
in the pegmatites that have been documented to occur in the diamond drill holes on the property considering the proximity to Avalon Advanced
Materials beryllium-tantalum-lithium bearing Rattler, Wolf and Glitter LCT pegmatites.

 No Proven or Probable Mineral Reserves/Exploration
Stage Company

 We are considered an exploration stage company
under SEC criteria since we have not demonstrated the existence of proven or probable mineral reserves at any of our properties.

 The SEC's Final Rule 13-10570, Modernization
of Property Disclosures for Mining Registrants, became effective March 30, 2019, and rescinds SEC Industry Guide 7 following
a two-year transition period.

 Under the former Industry Guide 7, the SEC defined
a "reserve" as that part of a mineral deposit which could be economically and legally extracted or produced at the time of
the reserve determination. Proven or probable mineral reserves were those reserves for which (a) quantity is computed and (b) the
sites for inspection, sampling, and measurement are spaced so closely that the geologic character is defined and size, shape and depth
of mineral content can be established (proven) or the sites are farther apart or are otherwise less adequately spaced but high enough
to assume continuity between observation points (probable). Mineral Reserves could not be considered proven or probable unless and until
they are supported by a feasibility study, indicating that the mineral reserves have had the requisite geologic, technical and economic
work performed and are economically and legally extractable.

 The final rule's amendments require disclosure
of both mineral reserves and mineral resources. Under the final rule, a mineral reserve is defined as "an estimate of tonnage and
grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically
viable project." A mineral resource is defined as "a concentration or occurrence of material of economic interest in or on
the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction."
Under the SEC's former disclosure requirements under Industry Guide 7, an assessment of the economic viability of mineral reserves
must be supported by a final feasibility study. By contrast, the final rule's amendments provide that a prefeasibility study, which
is more limited in scope than a final feasibility study, will also be sufficient to support such an assessment. As for mineral resources,
their disclosure is prohibited under former SEC guidance unless it is required under the regulations of another jurisdiction, such as
Canada. Under the final rule's amendments, however, mineral resources must be disclosed and categorized as "measured"
(if the geological sampling is "conclusive"), "indicated" (if the geological sampling is "adequate"),
or "inferred" (if the geological sampling is "limited"). Effectively, the categorization is based on the company's
confidence in its ability to develop the mineral resources, which depends on the sampling and testing that have been performed. The final
rule's amendments also require companies to disclose exploration results when such information would be material to investors. Further,
the disclosures required under the final rule must be supported by the work of a qualified person, such as a mine engineer. When a company
first reports mineral reserves or resources, or makes a material change to such disclosures, it must file a technical report summary supporting
the disclosure. Developing this detailed disclosure information (e.g., by using an expert) and maintaining appropriate disclosure controls
and procedures over it requires significant time, resources, and effort.

 LAIRD LAKE PROJECT CLAIMS

 122379

 159478

 329564

 122380

 290322

 204885

 161503

 290321

 329565

 268865

 314812

 178338

 194234

 194943

 166183

 269530

 127989

 325196

 295928

 287798

 191987

 172497

 174650

 154498

 127990

 241390

 127991

 216314

 283611

 216313

 342030

 104847

 241389

 308031

 308030

 152950

 09-Jun-2026

 297184

 336961

 249485

 249486

 242153

 229998

 229999

 140763

 315404

 309387

 129285

 336962

 155199

 323191

 327512

 280902

 100852

 194233

 260860

 100851

 116554

 178337

 164973

 224902

 314811

 178336

 280903

 100853

 280904

 232204

 240065

 138621

 294582

 173330

 173331

 306662

 294581

 138620

 105739

 306685

 298908

 194945

 214103

 328190

 261561

 269534

 294583

 194944

 269532

 101405

 101404

 179005

 340549

 281618

 340550

 160165

 269533

 214102

 179006

 225598

 167626

 342029

 290425

 180456

 216330

 180474

 290435

 116357

 129984

 163936

 243355

 129985

 20-May-2027

 105878

 279232

 298590

 298589

 196925

 09-Jun-2026

 152949

 09-Jun-2026

 170976

 322956

 126374

 274341

 227110

 103008

 206915

 103009

 154336

 219697

 126375

 219698

 182396

 182397

 169603

 102617

 124475

 227136

 227135

 173154

 189217

 249650

 129470

 309511

 175549

 296798

 249651

 146956

 211749

 260461

 248458

 192287

 159226

 173721

 159227

 335869

 145123

 248457

 327129

 260460

 173722

 248456

 211748

 327128

 282775

 289586

 122896

 253602

 282774

 199033

 543363

 557322

 544722

 557321

 596265

 596277

 544719

 543375

 543364

 544720

 543362

 543366

 544725

 557306

 596274

 543369

 596266

 543372

 543378

 596267

 596268

 543377

 557308

 596275

 543379

 557290

 557334

 596264

 596273

 543368

 544724

 543380

 596269

 596272

 543373

 596270

 543381

 557317

 596271

 543361

 543371

 543376

 557335

 543367

 544721

 557307

 557325

 543370

 543382

 543365

 544726

 543374

 544723

 596276

 ONEMAN LAKE PROJECT CLAIMS

 892532

 892533

 892536

 892546

 892534

 892535

 892527

 892528

 892537

 892543

 892538

 892526

 892548

 892523

 892549

 892525

 892541

 892524

 892542

 892529

 892550

 892530

 892540

 892544

 892539

 892531

 892545

 892547

 MARKETING

 All of our mining operations, if successful, will produce gold in dor
form or a concentrate that contains gold.

 We plan to market our refined metal and dor to credit worthy
bullion trading houses, market makers and members of the London Bullion Market Association, industrial companies and sound financial institutions.
The refined metals will be sold to end users for use in electronic circuitry, jewelry, silverware, and the pharmaceutical and technology
industries. Generally, the loss of a single bullion trading counterparty would not adversely affect us due to the liquidity of the markets
and the availability of alternative trading counterparties.

 We plan to refine and market its precious metals dor and concentrates
using a geographically diverse group of third party smelters and refiners. The loss of any one smelting and refining client may have a
material adverse effect if alternate smelters and refiners are not available. We believe there is sufficient global capacity available
to address the loss of any one smelter.

 GOVERNMENT REGULATION

 General

 Our activities are and will be subject to extensive federal, state
and local laws governing the protection of the environment, prospecting, mine development, production, taxes, labor standards, occupational
health, mine safety, toxic substances and other matters. The costs associated with compliance with such regulatory requirements are substantial
and possible future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development
and continued operation of our properties, the extent of which cannot be predicted. In the context of environmental permitting, including
the approval of reclamation plans, we must comply with known standards and regulations which may entail significant costs and delays.
Although we are committed to environmental responsibility and believe we are in substantial compliance with applicable laws and regulations,
amendments to current laws and regulations, more stringent implementation of these laws and regulations through judicial review or administrative
action or the adoption of new laws could have a materially adverse effect upon our results of operations.

 Federal Environmental Laws

 Certain mining wastes from extraction and beneficiation of ores are
currently exempt from the extensive set of Environmental Protection Agency ("EPA") regulations governing hazardous waste,
although such wastes may be subject to regulation under state law as a solid or hazardous waste. The EPA has worked on a program to regulate
these mining wastes pursuant to its solid waste management authority under the Resource Conservation and Recovery Act ("RCRA").
Certain ore processing and other wastes are currently regulated as hazardous wastes by the EPA under RCRA. If our future mine wastes,
if any, were treated as hazardous waste or such wastes resulted in operations being designated as a "Superfund" site under
the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA" or "Superfund") for cleanup,
material expenditures would be required for the construction of additional waste disposal facilities or for other remediation expenditures.
Under CERCLA, any present owner or operator of a Superfund site or an owner or operator at the time of its contamination generally may
be held liable and may be forced to undertake remedial cleanup action or to pay for the government's cleanup efforts. Such owner
or operator may also be liable to governmental entities for the cost of damages to natural resources, which may be substantial. Additional
regulations or requirements may also be imposed upon our future tailings and waste disposal, if any, in Nevada under the Federal Clean
Water Act ("CWA") and state law counterparts. We have reviewed and considered current federal legislation relating to climate
change and we do not believe it to have a material effect on our operations. Additional regulation or requirements under any of these
laws and regulations could have a materially adverse effect upon our results of operations.

 Unpatented Mining Claims: The Mining Law of 1872

 Except for the Langtry Property, our mineral rights consist of leases
covering "unpatented" mining claims created and maintained in accordance with the U.S. General Mining Law of 1872, or the "General
Mining Law." Unpatented mining claims are unique U.S. property interests, and are generally considered to be subject to greater
title risk than other real property interests because the validity of unpatented mining claims is often uncertain. The validity of an
unpatented mining claim, in terms of both its location and its maintenance, is dependent on strict compliance with a complex body of federal
and state statutory and decisional law that supplement the General Mining Law. Also, unpatented mining claims and related rights, including
rights to use the surface, are subject to possible challenges by third parties or contests by the federal government. In addition, there
are few public records that definitively control the issues of validity and ownership of unpatented mining claims. We have not filed a
patent application for any of our unpatented mining claims that are located on federal public lands in the United States and, under possible
future legislation to change the General Mining Law, patents may be difficult to obtain.

 Location of mining claims under the General Mining Law, is a self-initiation
system under which a person physically stakes an unpatented mining claim on public land that is open to location, posts a location notice
and monuments the boundaries of the claim in compliance with federal laws and regulations and with state location laws, and files notice
of that location in the county records and with the BLM. Mining claims can be located on land as to which the surface was patented into
private ownership under the Stockraising Homestead Act of 1916, 43 U.S.C. §299, but the mining claimant cannot injure, damage or
destroy the surface owner's permanent improvements and must pay for damage to crops caused by prospecting. Discovery of a valuable
mineral deposit, as defined under federal law, is essential to the validity of an unpatented mining claim and is required on each mining
claim individually. The location is made as a lode claim for mineral deposits found as veins or rock in place, or as a placer claim for
other deposits. While the maximum size and shape of lode claims and placer claims are established by statute, there are no limits on the
number of claims one person may locate or own. The General Mining Law also contains provision for acquiring five-acre claims of non-mineral
land for millsite purposes. A mining operation typically is comprised of many mining claims.

 The holder of a valid unpatented mining claim has possessory title
to the land covered thereby, which gives the claimant exclusive possession of the surface for mining purposes and the right to mine and
remove minerals from the claim. Legal title to land encompassed by an unpatented mining claim remains in the United States, and the government
can contest the validity of a mining claim. The General Mining Law requires the performance of annual assessment work for each claim,
and subsequent to enactment of the Federal Land Policy and Management Act of 1976, 43 U.S.C. §1201 et seq., mining claims
are invalidated if evidence of assessment work is not timely filed with BLM. However, in 1993 Congress enacted a provision requiring payment
of $140 per year claim maintenance fee in lieu of performing assessment work, subject to an exception for small miners having less than
10 claims. No royalty is paid to the United States with respect to minerals mined and sold from a mining claim. The current annual maintenance
fee is $165 per unpatented claim payable to the Bureau of Land Management.

 The General Mining Law provides a procedure for a qualified claimant
to obtain a mineral patent ( i.e., fee simple title to the mining claim) under certain conditions. It has become much more difficult
in recent years to obtain a patent. Beginning in 1994, Congress imposed a funding moratorium on the processing of mineral patent applications
which had not reached a designated stage in the patent process at the time the moratorium went into effect. Additionally, Congress has
considered several bills in recent years to repeal the General Mining Law or to amend it to provide for the payment of royalties to the
United States and to eliminate or substantially limit the patent provisions of the law.

 Mining claims are conveyed by deed, or leased by the claimant to the
party seeking to develop the property. Such a deed or lease (or memorandum of it) needs to be recorded in the real property records of
the county where the property is located, and evidence of such transfer needs to be filed with BLM. It is not unusual for the grantor
or lessor to reserve a royalty, which as to precious metals often is expressed as a percentage of net smelter returns.

 Patented Mining Claims

 Patented mining claims, such as the two patented claims included in
the Excelsior Springs project, are mining claims on federal lands that are held in fee simple by the owner. No maintenance fees
or royalties are payable to the BLM; however, lease payments and royalties are payable under the operative leases.

 GOLD PRICES

 Our operating results are substantially dependent upon the world market
prices of silver. We have no control over gold prices, which can fluctuate widely. The volatility of such prices is illustrated by the
following table, which sets forth the high and low London Fix prices of gold (as reported by www.kitco.com) per ounce during the
periods indicated:

 Year

 High

 Low

 2019

 $

 1,546

 $

 1,270

 2020

 $

 2,067

 $

 1,474

 2021

 $

 1,943

 $

 1,684

 2022

 $

 2,039

 $

 1,628

 2023

 $

 2,115

 $

 1,811

 2024

 $

 2,755

 $

 1,950

 These historical prices are not indicative of future gold prices.

 EMPLOYEES AND CONSULTANTS

 We have only one part-time employee, Mr. Power, who devotes approximately
25% of his time and attention to our business. We have agreed to pay Mr. Power $2,500 per month for his services.

 We rely heavily on the services of consulting engineers and geologists.

 ITEM 1A – RISK FACTORS.

 An investment in our securities is speculative and involves a high
degree of risk. Please carefully consider the following risk factors, as well as the possibility of the loss of your entire investment,
before deciding to invest in our securities.

 Risks Relating to the Continuation

 The Company has filed and the SEC has declared
effective a Registration Statement on Form S-4 registering shares of Nova Athena Gold Corp, a British Columbia corporation, ("Athena
BC") to be issued to Company shareholders in exchange for their shares of Common Stock of the Company in a transaction that will
involve (i) the Company's continuation from Delaware to British Columbia and (ii) the merger (in Delaware) and amalgamation (in
British Columbia) of the Company with and into Athena BC, with Athena BC being the surviving entity. The transaction, if and when consummated,
will result in the Company redomesticating by becoming a British Columbia corporation (the "Redomestication"). The Redomestication
is subject to several conditions, including being approved by the shareholders of the Company and Athena C. A shareholders meeting is
scheduled to be held on March 27, 2025.

 The following is a summary of the Risk Factors
related to the planned and pending Redomestication>

 We will likely still be treated as a U.S.
corporation and taxed on our worldwide income after the continuation.

 The continuation of our company from the State
of Delaware to the Province of British Columbia, Canada is considered a migration of our company from the State of Delaware to the Province
of British Columbia, Canada. Section 7874(b) of the Internal Revenue Code of 1986, as amended (the "Code"), was enacted
in 2004 to address the potential tax abuse that can occur when a U.S. corporation migrates to a foreign jurisdiction where it is no longer
subject to U.S. tax on its worldwide income. Section 7874(b) of the Code provides generally that certain corporations that migrate from
the U.S. will nonetheless remain subject to U.S. federal income tax on their worldwide income unless the migrating entity has substantial
business activities in the foreign country to which it is migrating when compared to its total business activities. Section 7874(b) of
the Code would apply to our migration unless we have substantial business activities in Canada when compared to our total business activities.

 If Section 7874(b) of the Code applies to the
migration of our company from the State of Delaware to the Province of British Columbia, Canada, our company would continue to be subject
to U.S. federal income taxation on its world-wide income, which could have a material adverse effect on its financial condition and results
of operations.

 If Athena Amalco is treated as a U.S. corporation
for U.S. federal income tax purposes under Section 7874 of the Code, then Athena Amalco believes the Continuation into the Province of
British Columbia, Canada would be treated as a reorganization under Section 368(a) of the Code and the following U.S. federal income tax
consequences generally would result for U.S. Holders (as defined in the section titled "Certain United States Federal Income Tax
Consequences"):

 (a)

 no gain or loss will be recognized by a U.S. Holder on the exchange of Athena Shares for Athena BC Shares pursuant to the Continuation and merger;

 (b)

 the tax basis of a U.S. Holder in the Athena Amalco Shares acquired in exchange for Athena Shares pursuant to the Continuation and merger would be equal to such U.S. Holder's tax basis in Athena Shares exchanged;

 (c)

 the holding period of a U.S. Holder with respect to the Athena Amalco Shares acquired in exchange for Athena Shares pursuant to the Continuation and merger will include such U.S. Holder's holding period for Athena Shares; and

 (d)

 U.S. Holders who exchange Athena Shares for Athena Amalco Shares pursuant to the Continuation and merger generally would be required to report certain information to the IRS on their U.S. federal income tax returns for the tax year in which the Continuation and merger occurs, and to retain certain records related to the Continuation and merger.

 We may be classified as a Passive Foreign
Investment Company as a result of the continuation.

 Sections 1291 to 1298 of the Code contain the
Passive Foreign Investment Company ( "PFIC") rules. These rules generally provide for punitive treatment to "U.S.
holders" (as defined in the section titled "Certain United States Federal Income Tax Consequences") of PFICs. A foreign
corporation is classified as a PFIC if 75% or more of its gross income is passive income or 50% or more of the average quarterly value
of its assets (as determined on the basis of fair market value) produce passive income or are held for the production of passive income.
In determining whether we are a PFIC, we are permitted to take into account the assets and income of our wholly owned subsidiaries because
we own 100% of their stock. These rules would not apply if the Section 7874(b) rules, as noted above, deem Athena BC to be considered
as a U.S. corporation for U.S. federal income tax purposes.

 Based on the foregoing, it is not possible to
determine whether we will be characterized as a PFIC for the current taxable year or any subsequent year until after the close of the
relevant year. We must make a separate determination each year as to whether we are a PFIC (under either the asset test or the passive
income test), and there can be no assurance with respect to our status as a PFIC for the current or any future taxable year. We or a related
entity express no opinion as to the company's or a related entity's status as a PFIC for the current or any future or prior
year if Section 7874 is not applicable. If we are a PFIC in any taxable year, a U.S. holder may incur significantly increased U.S. income
tax on gain recognized on the sale or other disposition of the common shares and on the receipt of distributions on the common shares
to the extent such gain or distribution is treated as an "excess distribution" under the U.S. federal income tax rules. A
U.S. holder may also be subject to burdensome reporting requirements. Further, if we are a PFIC for any year during which a U.S. holder
holds our common shares, we generally will continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years
during which such U.S. holder holds our common shares.

 If we complete the continuation and merger,
we will no longer be required to file quarterly financial statements that have been reviewed by our independent auditors on Forms 10-Q,
as required by the Securities Exchange Act of 1934.

 If we change our corporate jurisdiction to the
Province of British Columbia, Canada, we will still have to comply with reporting requirements under United States securities laws. However,
these requirements could be reduced because we will no longer be incorporated in a state of the United States.

 We currently prepare our financial statements
in accordance with United States generally accepted accounting principles ( "US GAAP"). We file our audited annual financial
statements with the Securities and Exchange Commission with our annual reports on Form 10-K and we file our unaudited interim financial
statements with the Securities and Exchange Commission with our quarterly reports on Form 10-Q. Upon completion of the continuation, we
anticipate that we will meet the definition of a "foreign private issuer" under the Securities Exchange Act of 1934, as amended.
As a foreign private issuer, we anticipate that we will be eligible to file our annual reports each year with the Securities and Exchange
Commission on Form 20-F. As a foreign private issuer filing annual reports on Form 20F, we would not be required to file quarterly reports
on Forms 10-Q. Instead, we would file with the Securities and Exchange Commission on a quarterly basis interim financial statements that
are not required to be reviewed by our auditors, together with management's discussion and analysis in the form required under Canadian
securities legislation. We anticipate that we will begin to prepare our financial statements in accordance with IFRS subsequent to the
change of our corporate jurisdiction.

 If we complete the continuation, insiders
of our company will no longer be required to file insider reports under Section 16(a) of the Securities Exchange Act of 1934 and they
will no longer be subject to the "short swing profit rule" of Section 16(b) of the Securities Exchange Act of 1934.

 As a foreign private issuer, our directors, officers
and stockholders owning more than 10% of our outstanding common stock will be subject to the insider filing requirements imposed by Canadian
securities laws but they will be exempt from the insider requirements imposed by Section 16 of the Securities Exchange Act of 1934. The
Canadian securities laws do not impose on insiders any equivalent of the "short swing profit rule" imposed by Section 16 and,
after completion of the continuation, our insiders will not be subject to liability for profits realized from any "short swing"
trading transactions, or a purchase and sale, or a sale and purchase, of our equity securities within less than six months. As a result,
our stockholders may not enjoy the same degree of protection against insider trading as they would under Section 16 of the Securities
Exchange Act of 1934.

 If we complete the continuation, our company
will no longer be required to comply with Regulation FD.

 Regulation FD, which was promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934 to prevent certain selective disclosure by reporting companies, does
not apply to non-United States companies and will not apply to us upon completion of the continuation. As a result, our stockholders may
not enjoy the same degree of protection against selective disclosure as they would under Section 16 of the Securities Exchange Act of
1934.

 Your rights as a stockholder of our company
will change as a result of the continuation.

 Because of the differences between Delaware law
and British Columbia law, your rights as a stockholder will change if the continuation is completed. For a detailed discussion of these
differences, see "Material Differences of the Rights of Our Stockholders After the Change of Our Corporate Jurisdiction."
beginning at page 45 of this proxy statement/prospectus.

 The market for shares of our company as
a British Columbia corporation may differ from the market for shares of our company as a Delaware corporation.

 Although we anticipate that our common shares
will requalify to be quoted on the OTC Markets Group Inc.'s OTCQB and be listed on the Canadian Securities Exchange following the
completion of the continuation, the market prices, trading volume and volatility of the shares of our company as a British Columbia corporation
could be different from those of the shares of our company as a Delaware corporation. We cannot predict what effect, if any, the continuation
will have on the market price prevailing from time to time or the liquidity of our common shares.

 The exercise of dissent and appraisal rights
by our shareholders may adversely impact Athena BC.

 Pursuant to the Dissenters Rights Provisions of
Delaware corporate law, if the merger and continuation is completed, former stockholders who did not vote in favor of the continuation
may elect to have the company purchase their shares for a cash price that is equal to the "fair value" of such shares, as
determined in a judicial proceeding. The fair value means the value of such shares immediately before the effectuation of the continuation
excluding any appreciation or depreciation in anticipation of the continuation, unless exclusion of any appreciation or depreciation would
be inequitable. If sufficient shareholders elect to have us purchase their shares, the liability resulting from the fair value of those
shares will adversely impact the financial condition of the company, cause significant volatility in the price of the our company's
common shares, or materially impair the ability of our company to execute its plan of operation.

 Risks Related to our Business

 We have no history of or experience in mineral production.

 We have no history of or experience in producing gold or other metals.
The development of our Excelsior Springs Project would require the construction and operation of mines, processing plants, and related
infrastructure. As a result, we would be subject to all of the risks associated with establishing a new mining operation and business
enterprise. We may never successfully establish mining operations, and any such operations may not achieve profitability.

 Our principal shareholders and control persons are also principal
shareholders and control persons of Athena, Magellan Gold, Silver Saddle and Libra Lithium, which could result in conflicts with the interests
of minority stockholders.

 Magellan Gold Corporation ("Magellan") is a publicly-held
company under common control. Mr. Power is our President, CEO and a director and is a former officer and director of Magellan. John Gibbs
is a significant shareholder of both Athena and Magellan.

 Messrs. Gibbs and Power are control persons and principal shareholders
of Athena and Silver Saddle. Athena, Magellan and Silver Saddle are engaged in mineral exploration activities, although in different geographical
regions. While the geographical focus of the companies is different, numerous conflicts could arise in the future. For example, Messrs.
Gibbs and Power have provided the majority of working capital for all three companies to date, and in the likely event that these companies
require additional capital in the future, their resources may be inadequate to finance the activities of all. In addition, if new prospects
become available, a conflict may exist with respect to which company to offer those opportunities. Messrs. Gibbs and Power have not developed
a conflict of interest policy to mitigate the potential adverse effects of these conflicts and as a result these conflicts represent a
significant risk to the shareholders of the Company. Conflicts for access to limited resources and opportunities cannot be eliminated
completely, and investors should be aware of their potential.

 David Goodman is the Chairman of Libra Lithium Corp. Mr. Kushner is
CEO and director of Libra Lithium Corp, a director of La Imperial Resources and a director of Honey Badger Silver.

 Our principal executive officer intends to devote only a limited
amount of his time and attention to our business.

 Mr. Power is the only executive officer of Athena. He anticipates that
he will only devote approximately 25% of his time and attention to our business. This limited focus could result in significant delays
in our exploration and development activities and ability to generate revenues and profits, if any, in the future.

 We have no proven or probable reserves and our properties are in
the exploration stage

 We are considered an exploration stage company
under SEC criteria since we have not demonstrated the existence of proven or probable mineral reserves or mineral resources at any of
our properties.

 The SEC's
Final Rule 13-10570, Modernization of Property Disclosures for Mining Registrants, became effective March 30, 2019, and rescinds SEC Industry
Guide 7 following a two-year transition period.

 Under the former Industry Guide 7, the SEC defined
a "reserve" as that part of a mineral deposit which could be economically and legally extracted or produced at the time of
the reserve determination. Proven or probable mineral reserves were those reserves for which (a) quantity is computed and (b) the
sites for inspection, sampling, and measurement are spaced so closely that the geologic character is defined and size, shape and depth
of mineral content can be established (proven) or the sites are farther apart or are otherwise less adequately spaced but high enough
to assume continuity between observation points (probable). Mineral Reserves could not be considered proven or probable unless and until
they are supported by a feasibility study, indicating that the mineral reserves have had the requisite geologic, technical and economic
work performed and are economically and legally extractable.

 The final rule's amendments require disclosure
of both mineral reserves and mineral resources. Under the final rule, a mineral reserve is defined as "an estimate of tonnage and
grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically
viable project." A mineral resource is defined as "a concentration or occurrence of material of economic interest in or on
the Earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction."
Under the SEC's former disclosure requirements under Industry Guide 7, an assessment of the economic viability of mineral reserves
must be supported by a final feasibility study. By contrast, the final rule's amendments provide that a prefeasibility study, which
is more limited in scope than a final feasibility study, will also be sufficient to support such an assessment. As for mineral resources,
their disclosure is prohibited under former SEC guidance unless it is required under the regulations of another jurisdiction, such as
Canada. Under the final rule's amendments, however, mineral resources must be disclosed and categorized as "measured"
(if the geological sampling is "conclusive"), "indicated" (if the geological sampling is "adequate"),
or "inferred" (if the geological sampling is "limited"). Effectively, the categorization is based on the company's
confidence in its ability to develop the mineral resources, which depends on the sampling and testing that have been performed. The final
rule's amendments also require companies to disclose exploration results when such information would be material to investors. Further,
the disclosures required under the final rule must be supported by the work of a qualified person, such as a mine engineer. When a company
first reports mineral reserves or resources, or makes a material change to such disclosures, it must file a technical report summary supporting
the disclosure. Developing this detailed disclosure information (e.g., by using an expert) and maintaining appropriate disclosure controls
and procedures over it requires significant time, resources, and effort.

 The exploration of mineral properties is highly speculative in nature,
involves substantial expenditures and is frequently non-productive.

 Mineral exploration is highly speculative in nature and is frequently
non-productive. Substantial expenditures are required to:

 establish ore reserves through drilling and metallurgical and other testing techniques;

 determine metal content and metallurgical recovery processes to extract metal from the ore; and,

 design mining and processing facilities.

 If we discover ore at the Excelsior Springs Project, we expect that
it would be several additional years from the initial phases of exploration until production is possible. During this time, the economic
feasibility of production could change. As a result of these uncertainties, there can be no assurance that our exploration programs will
result in proven and probable reserves in sufficient quantities to justify commercial operations at the Excelsior Springs Project.

 Even if our exploration efforts at Excelsior Springs are successful,
we may not be able to raise the funds necessary to develop the Excelsior Springs Project.

 If our exploration efforts at our prospects are
successful, of which there can be no assurance, our current estimates indicate that we may be required to raise substantial external financing
to develop and construct the mines. Sources of external financing could include bank borrowings and debt and equity offerings, but financing
has become significantly more difficult to obtain in the current market environment. The failure to obtain financing would have a material
adverse effect on our growth strategy and our results of operations and financial condition. We currently have no specific plan to obtain
the necessary funding and there exist no agreements, commitments or arrangements to provide us with the financing that we may need. There
can be no assurance that we will commence production at any of our Properties or generate sufficient revenues to meet our obligations
as they become due or obtain necessary financing on acceptable terms, if at all, and we may not be able to secure the financing necessary
to begin or sustain production at the Properties. Our failure to raise needed funding could also result in our inability to meet our future
royalty and work commitments under our mineral leases, which could result in a forfeiture of our mineral interest altogether and a default
under other financial commitments. In addition, should we incur significant losses in future periods, we may be unable to continue as
a going concern, and we may not be able to realize our assets and settle our liabilities in the normal course of business at amounts reflected
in our financial statements included or incorporated herein by reference.

 We may not be able to obtain permits required for development of
the Properties.

 In the ordinary course of business, mining companies
are required to seek governmental permits for expansion of existing operations or for the commencement of new operations. We will be required
to obtain numerous permits for our Properties. Obtaining the necessary governmental permits is a complex and time-consuming process involving
numerous jurisdictions and often involving public hearings and costly undertakings. Our efforts to develop the Properties may also be
opposed by environmental groups. In addition, mining projects require the evaluation of environmental impacts for air, water, vegetation,
wildlife, cultural, historical, geological, geotechnical, geochemical, soil and socioeconomic conditions. An Environmental Impact Statement
would be required before we could commence mine development or mining activities. Baseline environmental conditions are the basis on which
direct and indirect impacts of the Properties are evaluated and based on which potential mitigation measures would be proposed. If the
Properties were found to significantly adversely impact the baseline conditions, we could incur significant additional costs to avoid
or mitigate the adverse impact, and delays in the development of Properties could result.

 Permits would also be required for, among other
things, storm-water discharge; air quality; wetland disturbance; dam safety (for water storage and/or tailing storage); septic and sewage;
and water rights appropriation. In addition, compliance must be demonstrated with the Endangered Species Act and the National Historical
Preservation Act.

 The mining industry is intensely competitive.

 The mining industry is intensely competitive. We may be at a competitive
disadvantage because we must compete with other individuals and companies, many of which have greater financial resources, operational
experience and technical capabilities than we do. Increased competition could adversely affect our ability to attract necessary capital
funding or acquire suitable producing properties or prospects for mineral exploration in the future. We may also encounter increasing
competition from other mining companies in our efforts to locate acquisition targets, hire experienced mining professionals and acquire
exploration resources.

 Our future success is subject to risks inherent in the mining industry.

 Our future mining operations, if any, would be subject to all of the
hazards and risks normally incident to developing and operating mining properties. These risks include:

 insufficient ore reserves;

 fluctuations in metal prices and increase in production costs that may make mining of reserves uneconomic;

 significant environmental and other regulatory restrictions;

 labor disputes; geological problems;

 failure of underground stopes and/or surface dams;

 force majeure events; and

 the risk of injury to persons, property or the environment.

 Our future profitability will be affected by changes in the prices
of metals.

 If we establish reserves, complete a favorable feasibility study for
the Excelsior Springs Project, and complete development of a mine, our profitability and long-term viability will depend, in large part,
on the market price of gold. The market prices for metals are volatile and are affected by numerous factors beyond our control, including:

 global or regional consumption patterns;

 supply of, and demand for, silver and other metals;

 speculative activities;

 expectations for inflation; and

 political and economic conditions.

 The aggregate effect of these factors on metals prices is impossible
for us to predict. Decreases in metals prices could adversely affect our ability to finance the exploration and development of our properties,
which would have a material adverse effect on our financial condition and results of operations and cash flows. There can be no assurance
that metals prices will not decline.

 The market price of gold is volatile. Low gold prices could result
in decreased revenues, decreased net income or increased losses and decreased cash flows, and may negatively affect our business.

 Gold is a commodity. Its price fluctuates, and is affected by many
factors beyond our control, including interest rates, expectations regarding inflation, speculation, currency values, governmental decisions
regarding the disposal of precious metals stockpiles, global and regional demand and production, political and economic conditions and
other factors.

 The price of gold may decline in the future. Factors that are generally
understood to contribute to a decline in the price of gold include sales by private and government holders, and a general global economic
slowdown. If the price of silver is depressed for a sustained period and our net losses continue, we may be forced to suspend operations
until the prices increase, and to record asset impairment write-downs. Any continued or increased net losses or asset impairment write-downs
would adversely affect our financial condition and results of operations.

 We might be unable to raise additional financing necessary to complete
capital needs, conduct our business and make payments when due.

 We will need to raise additional funds in order to meet capital needs
and implement our business plan. Any required additional financing might not be available on commercially reasonable terms, or at all.
If we raise additional funds by issuing equity securities, holders of our common stock could experience significant dilution of their
ownership interest, and these securities could have rights senior to those of the holders of our common stock.

 Mineral exploration and development inherently involves significant
and irreducible financial risks. We may suffer from the failure to find and develop profitable mines.

 The exploration for and development of mineral deposits involves significant
financial risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Unprofitable efforts may
result from the failure to discover mineral deposits. Even if mineral deposits are found, such deposits may be insufficient in quantity
and quality to return a profit from production, or it may take a number of years until production is possible, during which time the economic
viability of the Project may change. Few properties which are explored are ultimately developed into producing mines. Mining companies
rely on consultants and others for exploration, development, construction and operating expertise.

 Substantial expenditures are required to establish ore reserves, extract
metals from ores and, in the case of new properties, to construct mining and processing facilities. The economic feasibility of any development
project is based upon, among other things, estimates of the size and grade of ore reserves, proximity to infrastructures and other resources
(such as water and power), metallurgical recoveries, production rates and capital and operating costs of such development projects, and
metals prices. Development projects are also subject to the completion of favorable feasibility studies, issuance and maintenance of necessary
permits and receipt of adequate financing.

 Once a mineral deposit is developed, whether it will be commercially
viable depends on a number of factors, including: the particular attributes of the deposit, such as size, grade and proximity to infrastructure;
government regulations including taxes, royalties and land tenure; land use, importing and exporting of minerals and environmental protection;
and mineral prices. Factors that affect adequacy of infrastructure include: reliability of roads, bridges, power sources and water supply;
unusual or infrequent weather phenomena; sabotage; and government or other interference in the maintenance or provision of such infrastructure.
All of these factors are highly cyclical. The exact effect of these factors cannot be accurately predicted, but the combination may result
in not receiving an adequate return on invested capital.

 Significant investment risks and operational costs are associated
with our exploration, development and mining activities. These risks and costs may result in lower economic returns and may adversely
affect our business.

 Mineral exploration, particularly for gold, involves many risks and
is frequently unproductive. If mineralization is discovered, it may take a number of years until production is possible, during which
time the economic viability of the Project may change.

 Development projects may have no operating history upon which to base
estimates of future operating costs and capital requirements. Development project items such as estimates of reserves, metal recoveries
and cash operating costs are to a large extent based upon the interpretation of geologic data, obtained from a limited number of drill
holes and other sampling techniques, and feasibility studies. Estimates of cash operating costs are then derived based upon anticipated
tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates of metals from the ore,
comparable facility and equipment costs, anticipated climate conditions and other factors. As a result, actual cash operating costs and
economic returns of any and all development projects may materially differ from the costs and returns estimated, and accordingly, our
financial condition and results of operations may be negatively affected.

 The estimation of ore reserves is imprecise and depends upon subjective
factors. Estimated ore reserves may not be realized in actual production. Our operating results may be negatively affected by inaccurate
estimates.

 If, in the future, we present estimates of ore reserve figures in our
public filings, those figures may be estimated by our technical personnel. Reserve estimates are a function of geological and engineering
analyses that require us to make assumptions about production costs and gold market prices. Reserve estimation is an imprecise and subjective
process. The accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation,
judgment and experience. Assumptions about gold market prices are subject to great uncertainty as those prices have fluctuated widely
in the past. Declines in the market prices of gold may render future potential reserves containing relatively lower grades of ore uneconomic
to exploit, and we may be required to reduce reserve estimates, discontinue development or mining at one or more of our properties, or
write down assets as impaired. Should we encounter mineralization or geologic formations at any of our projects different from those we
predicted, we may adjust our reserve estimates and alter our mining plans. Either of these alternatives may adversely affect our actual
future production and operating results.

 The estimation of the ultimate recovery of metals contained within
a heap leach pad inventory is inherently inaccurate and subjective and requires the use of estimation techniques. Actual recoveries can
be expected to vary from estimations.

 We expect to use the heap leach process to extract gold from ore. The
heap leach process is a process of extracting gold by placing ore on an impermeable pad and applying a diluted cyanide solution that dissolves
a portion of the contained silver, which is then recovered in metallurgical processes.

 We will use several integrated steps in the process of extracting gold
to estimate the metal content of ore placed on the leach pads. Although we will refine our estimates as appropriate at each step in the
process, the final amounts are not determined until a third-party smelter converts the dor and determines final ounces of gold
available for sale. We will then review this end result and reconcile it to the estimates we developed and used throughout the production
process. Based on this review, we may adjust our estimation procedures when appropriate. As a result, actual recoveries can vary from
estimates, and the amount of the variation could be significant and could have a material adverse impact on our financial condition and
results of operations.

 Gold mining involves significant production and operational risks.
We may suffer from the failure to efficiently operate our mining projects.

 Gold mining involves significant degrees of risk, including those related
to mineral exploration success, unexpected geological or mining conditions, the development of new deposits, climatic conditions, equipment
and/or service failures, compliance with current or new governmental requirements, current availability of or delays in installing and
commissioning plant and equipment, import or customs delays and other general operating risks. Problems may also arise due to the quality
or failure of locally obtained equipment or interruptions to services (such as power, water, fuel or transport or processing capacity)
or technical support, which results in the failure to achieve expected target dates for exploration or production activities and/or result
in a requirement for greater expenditure. The right to develop gold reserves may depend on obtaining certain licenses and quotas, the
granting of which may be at the discretion of the relevant regulatory authorities. There may be delays in obtaining such licenses and
quotas, leading to our results of operations being adversely affected, and it is possible that from time-to-time mining licenses may be
refused.

 There will be significant hazards associated with our mining activities,
some of which may not be fully covered by insurance. To the extent we must pay the costs associated with such risks, our business may
be negatively affected.

 The mining business is subject to risks and hazards, including environmental
hazards, industrial accidents, the encountering of unusual or unexpected geological formations, cave-ins, flooding, earthquakes and periodic
interruptions due to inclement or hazardous weather conditions. These occurrences could result in damage to, or destruction of, mineral
properties or production facilities, personal injury or death, environmental damage, reduced production and delays in mining, asset write-downs,
monetary losses and possible legal liability. Insurance fully covering many environmental risks (including potential liability for pollution
or other hazards as a result of disposal of waste products occurring from exploration and production) is not generally available to us
or to other companies in the industry. Although we maintain insurance in an amount that we consider to be adequate, liabilities might
exceed policy limits, in which event we could incur significant costs that could adversely affect our financial condition, results of
operation and liquidity.

 We are subject to significant governmental regulations.

 Our operations and exploration and development activities are subject
to extensive federal, state, and local laws and regulations governing various matters, including:

 environmental protection;

 management and use of toxic substances and explosives;

 management of natural resources;

 exploration and development of mines, production and post-closure reclamation;

 taxation;

 labor standards and occupational health and safety, including mine safety; and

 historic and cultural preservation.

 Failure to comply with applicable laws and regulations may result in
civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or
curtailing operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result
in us incurring significant expenditures. We may also be required to compensate private parties suffering loss or damage by reason of
a breach of such laws, regulations or permitting requirements. It is also possible that future laws and regulations, or a more stringent
enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions
on or suspensions of any future operations and delays in the exploration of our properties.

 Changes in mining or environmental laws could increase costs and
impair our ability to develop our properties.

 From time to time the U.S. Congress may consider revisions in its mining
and environmental laws. It remains unclear to what extent new legislation may affect existing mining claims. The effect of any such revisions
on our operations cannot be determined conclusively until such revision is enacted; however, such legislation could materially increase
costs on properties located on federal lands, such as ours, and such revision could also impair our ability to develop the Langtry Project
and to explore and develop other mineral projects.

 Compliance with environmental regulations and litigation based on
environmental regulations could require significant expenditures.

 Mining exploration and mining are subject to the potential risks and
liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration
and production. Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the
disposal of waste products occurring from exploration and production) is not generally available to us (or to other companies in the minerals
industry) at a reasonable price.

 Environmental regulations mandate, among other things, the maintenance
of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and
disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement,
increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and a heightened degree
of responsibility for companies and their officers, directors and employees.

 To the extent we are subject to environmental liabilities, the settlement
of such liabilities or the costs that we may incur to remedy environmental pollution would reduce funds otherwise available to us and
could have a material adverse effect on our financial condition and results of operations. If we are unable to fully remedy an environmental
problem, it might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy.
The environmental standards that may ultimately be imposed at a mine site impact the cost of remediation and may exceed the financial
accruals that have been made for such remediation. The potential exposure may be significant and could have a material adverse effect
on our financial condition and results of operations.

 Moreover, governmental authorities and private parties may bring lawsuits
based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of our operations, which
could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal sanctions. Substantial costs
and liabilities, including for restoring the environment after the closure of mines, are inherent in our proposed operations.

 Some mining wastes are currently exempt to a limited extent from the
extensive set of federal Environmental Protection Agency ("EPA") regulations governing hazardous waste under the Resource
Conservation and Recovery Act ("RCRA"). If the EPA designates these wastes as hazardous under RCRA, we may be required to
expend additional amounts on the handling of such wastes and to make significant expenditures to construct hazardous waste disposal facilities.
In addition, if any of these wastes causes contamination in or damage to the environment at a mining facility, such facility may be designated
as a "Superfund" site under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA").
Under CERCLA, any owner or operator of a Superfund site since the time of its contamination may be held liable and may be forced to undertake
extensive remedial cleanup action or to pay for the government's cleanup efforts. Such owner or operator may also be liable to governmental
entities for the cost of damages to natural resources, which may be substantial. Additional regulations or requirements are also imposed
under the federal Clean Water Act ("CWA"). The Company considers the current proposed federal legislation relating to climate
change and its potential enactment may have future impacts to the Company's operations in the United States.

 In addition, there are numerous legislative and regulatory proposals
related to climate change, including legislation pending in the U.S. Congress to require reductions in greenhouse gas emissions.
The Company has reviewed and considered current federal legislation relating to climate change and does not believe it to have a material
effect on its operations, however, additional regulation or requirements under any of these laws and regulations could have a materially
adverse effect upon the Company and its results of operations.

 Compliance with CERCLA, the CWA and state environmental laws could
entail significant costs, which could have a material adverse effect on our operations.

 In the context of environmental permits, including the approval of
reclamation plans, we must comply with standards and regulations which entail significant costs and can entail significant delays. Such
costs and delays could have a dramatic impact on our operations. There is no assurance that future changes in environmental regulation,
if any, will not adversely affect our operations. We intend to fully comply with all applicable environmental regulations.

 We are required to obtain government permits to begin new operations.
The acquisition of such permits can be materially impacted by third party litigation seeking to prevent the issuance of such permits.
The costs and delays associated with such approvals could affect our operations, reduce our revenues, and negatively affect our business
as a whole.

 Mining companies are required to seek governmental permits for the
commencement of new operations. Obtaining the necessary governmental permits is a complex and time-consuming process involving numerous
jurisdictions and often involving public hearings and costly undertakings. The duration and success of permitting efforts are contingent
on many factors that are out of our control. The governmental approval process may increase costs and cause delays depending on the nature
of the activity to be permitted, and could cause us to not proceed with the development of a mine. Accordingly, this approval process
could harm our results of operations.

 Any of our future acquisitions may result in significant risks,
which may adversely affect our business.

 An important element of our business strategy is the opportunistic
acquisition of precious metal mines, properties and businesses or interests therein. While it is our practice to engage independent mining
consultants to assist in evaluating and making acquisitions, any mining properties or interests therein we may acquire may not be developed
profitably or, if profitable when acquired, that profitability might not be sustained. In connection with any future acquisitions, we
may incur indebtedness or issue equity securities, resulting in increased interest expense, or dilution of the percentage ownership of
existing shareholders. We cannot predict the impact of future acquisitions on the price of our business or our common stock. Unprofitable
acquisitions, or additional indebtedness or issuances of securities in connection with such acquisitions, may impact the price of our
common stock and negatively affect our results of operations.

 We are continuously considering possible acquisitions of additional
mining properties or interests therein that are located in other countries, and could be exposed to significant risks associated with
any such acquisitions.

 In the ordinary course of our business, we are continuously considering
the possible acquisition of additional significant mining properties or interests therein that may be located in countries other than
those in which we now have interests. Consequently, in addition to the risks inherent in the valuation and acquisition of such mining
properties, as well as the subsequent development, operation or ownership thereof, we could be subject to additional risks in such countries
as a result of governmental policies, economic instability, currency value fluctuations and other risks associated with the development,
operation or ownership of mining properties or interests therein. Such risks could adversely affect our results of operations.

 Our ability to find and acquire new mineral properties is uncertain.
Accordingly, our prospects are uncertain for the future growth of our business.

 Because mines have limited lives based on proven and probable ore reserves,
we expect we will be continually seeking to replace and expand any future ore reserves. Identifying promising mining properties is difficult
and speculative. Furthermore, we encounter strong competition from other mining companies in connection with the acquisition of properties
producing or capable of producing gold. Many of these companies have greater financial resources than we do. Consequently, we may be unable
to replace and expand future ore reserves through the acquisition of new mining properties or interests therein on terms we consider acceptable.
As a result, our future revenues from the sale of gold may decline, resulting in lower income and reduced growth.

 Current economic conditions and in the global economy generally,
including ongoing disruptions in the debt and equity capital markets, may adversely affect our business and results of operations, and
our ability to obtain financing.

 The global economy is undergoing a slowdown, which some observers view
as a deepening recession, and the future economic environment may continue to be less favorable than that of recent years. The mining
industry has experienced and may continue to experience significant downturns in connection with, or in anticipation of, declines in general
economic conditions. We are unable to predict the likely duration and severity of the current disruptions in debt and equity capital markets
and adverse economic conditions in the United States and other countries, which may continue to have an adverse effect on our business
and results of operations.

 The global stock and credit markets have recently experienced significant
price volatility, dislocations and liquidity disruptions, which have caused market prices of many stocks to fluctuate substantially and
the spreads on prospective and outstanding debt financings to widen considerably. These circumstances have materially impacted liquidity
in the financial markets, making terms for certain financings materially less attractive, and in certain cases have resulted in the unavailability
of certain types of financing. This volatility and illiquidity have negatively affected a broad range of mortgage and asset-backed and
other fixed income securities. As a result, the market for fixed income securities has experienced decreased liquidity, increased price
volatility, credit downgrade events, and increased defaults. Global equity markets have also been experiencing heightened volatility and
turmoil, with issuers exposed to the credit markets particularly affected. These factors and the continuing market disruption have an
adverse effect on us, in part because we, like many companies, from time to time may need to raise capital in debt and equity capital
markets including in the asset-backed securities markets.

 In addition, continued uncertainty in the stock and credit markets
may negatively affect our ability to access additional short-term and long-term financing, including future securitization transactions,
on reasonable terms or at all, which would negatively impact our liquidity and financial condition. In addition, if one or more of the
financial institutions that support our future credit facilities fails, we may not be able to find a replacement, which would negatively
impact our ability to borrow under the credit facilities. These disruptions in the financial markets also may adversely affect our credit
rating and the market value of our common stock. If the current pressures on credit continue or worsen, we may not be able to refinance,
if necessary, our outstanding debt when due, which could have a material adverse effect on our business. While we believe we will have
adequate sources of liquidity to meet our anticipated requirements for working capital, debt servicing and capital expenditures for the
foreseeable future if our operating results worsen significantly and our cash flow or capital resources prove inadequate, or if interest
rates increase significantly, we could face liquidity problems that could materially and adversely affect our results of operations and
financial condition.

 As we do not maintain an effective system of internal controls,
we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential shareholders could
lose confidence in our financial reporting. This would harm our business and the trading price of our stock.

 Effective internal controls are necessary for us to provide reliable
financial reports and effectively prevent fraud. If we cannot provide financial reports or prevent fraud, our business reputation and
operating results could be harmed. Inferior internal controls could also cause investors to lose confidence in our reported financial
information, which could have a negative effect on the trading price of our stock.

 Risks Related to Our Stock

 Future issuances of our common stock could dilute current shareholders
and adversely affect the market if it develops.

 We have the authority to issue up to 250,000,000
shares of common stock and 5,000,000 shares of preferred stock and to issue options and warrants to purchase shares of our Common Stock,
without shareholder approval. Future share issuances are likely due to our need to raise additional working capital in the future. Those
future issuances will likely result in dilution to our shareholders. In addition, we could issue large blocks of our Common Stock to fend
off unwanted tender offers or hostile takeovers without further shareholder approval, which would not only result in further dilution
to investors in this offering but could also depress the market value of our Common Stock.

 We may issue preferred stock that would have rights that are preferential
to the rights of our common stock that could discourage potentially beneficial transactions to our common shareholders.

 An issuance of shares of preferred stock could result in a class of
outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over our common stock
and could, upon conversion or otherwise, have all of the rights of our common stock. Our Board of Directors' authority to issue
preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer,
proxy contest or otherwise by making these attempts more difficult or costly to achieve. The issuance of preferred stock could impair
the voting, dividend and liquidation rights of common stockholders without their approval.

 Outstanding shares that are eligible for future sale could adversely
impact a public trading market for our common stock

 In the future, we may offer and sell shares without registration under
the Securities Act. All of such shares will be "restricted securities" as defined by Rule 144 ("Rule 144") under the
Securities Act and cannot be resold without registration except in reliance on Rule 144 or another applicable exemption from registration.
Under Rule 144, our non-affiliates can sell restricted shares held for at least six months, subject only to the restriction that we made
available public information as required by Rule 144. Our affiliates can sell restricted securities after six months, subject to compliance
with the volume limitation, manner of sale, Form 144 filing and current public information requirements.

 No prediction can be made as to the effect, if any, that future sales
of restricted shares of common stock, or the availability of such common stock for sale, will have on the market price of the common stock
prevailing from time to time. Sales of substantial amounts of such common stock in the public market, or the perception that such sales
may occur, could adversely affect the then prevailing market price of the common stock.

 Owners of our common stock will be subject to the "penny stock"
rules.

 Since our shares are not listed on a national stock exchange or quoted
on the Nasdaq Capital Market within the United States, trading in our shares on the OTC market will be subject, to the extent the market
price for our shares is less than $5.00 per share, to a number of regulations known as the "penny stock rules". The
penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer
with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and
its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer's
account, and to make a special written determination that the penny stock is a suitable investment for the investor and receive the investor's
written agreement to the transaction. To the extent these requirements may be applicable they will reduce the level of trading activity
in the secondary market for our shares and may severely and adversely affect the ability of broker-dealers to sell our shares.

 We do not expect to pay cash dividends in the foreseeable future.
Any return on investment may be limited to the value of our stock.

 We have never paid any cash dividends on any shares of our capital
stock, and we do not anticipate that we will pay any dividends in the foreseeable future. Our current business plan is to retain any future
earnings to finance the expansion of our business. Any future determination to pay cash dividends will be at the discretion of our Board
of Directors, and will be dependent upon our financial condition, results of operations, capital requirements and other factors as our
board of directors may deem relevant at that time. If we do not pay cash dividends, our stock may be less valuable because a return on
your investment will only occur if our stock price appreciates.

 Delaware law and our by-laws protect our directors
from certain types of lawsuits.

 Delaware law provides that our directors will not be liable to us or
our stockholders for monetary damages for all but certain types of conduct as directors. Our by-laws require us to indemnify our directors
and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation
provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor
judgment or other circumstances. The indemnification provisions may require us to use our assets to defend our directors and officers
against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

 The existence of outstanding options and
warrants may impair our ability to raise capital.

 At December 31, 2024, there were 41,740,303 shares
of common stock issuable upon the exercise of outstanding options and warrants at an average exercise price of CDN$0.11. During the life
of the notes, options and warrants, the holders are given an opportunity to profit from a rise in the market price of our Common Stock
with a resulting dilution in the interest of the other shareholders. Our ability to obtain additional financing during the period the
notes, options, warrants are outstanding may be adversely affected and the existence of the notes, options and warrants may have an effect
on the price of our Common Stock. The holders of the warrants may be expected to exercise them at a time when we would, in all likelihood,
be able to obtain any needed capital by a new offering of securities on terms more favorable than those provided by the warrants.

 There are trading risks for low priced stocks.

 Our Common Stock is currently traded on the OTCQB
electronic quotation system maintained by the OTC Markets Group, Inc. and the Canadian Stock Exchange. As a consequence, an investor could
find it more difficult to dispose of, or to obtain accurate quotations as to the price of, our securities.

 The Securities Enforcement and Penny Stock Reform
Act of 1990 requires additional disclosure, relating to the market for penny stocks, in connection with trades in any stock defined as
a penny stock. The Commission recently adopted regulations that generally define a penny stock to be any equity security that has a market
price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any
equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation
for three (3) years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three
(3) years, or (iii) average annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three
(3) years. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of
a disclosure schedule explaining the penny stock market and the risks associated therewith.

 If our securities are not quoted on NASDAQ, or
we do not have $2,000,000 in net tangible assets, trading in our securities will be covered by Rules 15-g-1 through 15-g-6 promulgated
under the Exchange Act for non-NASDAQ and nonexchange listed securities. Under such rules, broker-dealers who recommend such securities
to persons other than established customers and accredited investors must make a special written suitability determination that the penny
stock is a suitable investment for the purchaser and receive the purchaser's written agreement to this transaction. Securities are exempt
from these rules if the market price of the Common Stock is at least $5.00 per share.

 The market price of our securities could
be adversely affected by sales of registered and restricted securities.

 Actual sales or the prospect of future sales of
shares of our Common Stock under Rule 144 may have a depressive effect upon the price of, and market for, our Common Stock. As of December
31, 2024, 194,803,633 shares of our Common Stock were issued and outstanding 153,543,896 of these shares are "restricted securities "
and under some circumstances may, in the future, be under a registration under the Securities Act or in compliance with Rule 144 adopted
under the Securities Act. In general, under Rule 144, a person who is not and has not been an affiliate for at least 90 days and has beneficially
owned restricted shares of common stock for at least six months is entitled to sell the shares provided the Company is current in filing
its reports with the SEC or has otherwise made available current public information as defined in the Rule; and after such person has
held the shares for at least 12 months, is entitled to sell the shares without restriction. Persons who are affiliates of the Company
or have been affiliates of the Company within the past 90 days may sell restricted securities, subject to satisfying other conditions,
provided they have owned the shares for at least six months and provided further that within any three-month period, the number of shares
may not exceed:

 The greater of one percent of the total number of outstanding shares of the same class; or

 If our Common Stock is quoted on Nasdaq or a stock exchange, the average weekly trading volume during the four calendar weeks immediately preceding the sale.

 We cannot predict what effect, if any, that sales
of shares of common stock, or the availability of these shares for sale, will have on the market prices prevailing from time-to-time.
Nevertheless, the possibility that substantial amounts of common stock may be sold in the public market may adversely affect prevailing
prices for our Common Stock and could impair our ability to raise capital in the future through the sale of equity securities.

 Our ability to issue additional securities
without shareholder approval could have substantial dilutive and other adverse effects on existing stockholders and investors in this
offering.

 We have the authority to issue additional shares
of common stock and to issue options and warrants to purchase shares of our Common Stock without shareholder approval. Future issuance
of common stock could be at values substantially below the exercise price of the warrants, and therefore could represent further substantial
dilution to you as an investor in this offering. In addition, we could issue large blocks of voting stock to fend off unwanted tender
offers or hostile takeovers without further shareholder approval. As of December 31, 2024, we had issued options for 5,230,000 shares
and with vested exercisable options to purchase up to 5,230,000 shares of common stock at a weighted average exercise price of $0.07 per
share are currently vested, outstanding warrants exercisable to purchase up to 36,510,303 shares of its common stock at a weighted average
exercise price of CAD $0.11 per share. Exercise of these warrants and options could have a further dilutive effect on existing stockholders
and you as an investor.

 The Company's results of operations
could be affected by natural events in the locations in which it operates.

 The Company has operations in locations subject
to natural occurrences such as severe weather and other geological events, including hurricanes, earthquakes, or flood that could disrupt
operations. Any serious disruption at any of the Company's sites due to a natural disaster could have a material adverse effect
on the Company's revenues and increase its costs and expenses. If there is a natural disaster or other serious disruption at any
of the Company's sites, it could impair its ability to adequately supply its customers, cause a significant disruption to its operations,
cause the Company to incur significant costs to relocate or re-establish these functions and negatively impact its operating results.
While the Company intends to seek insurance against certain business interruption risks, such insurance may not adequately compensate
the Company for any losses incurred as a result of natural or other disasters. In addition, any natural disaster that results in a prolonged
disruption to the operations of the Company's customers may adversely affect its business, results of operations or financial condition.

 The Company is subject to various laws relating to trade, export
controls, and foreign corrupt practices, the violation of which could adversely affect its operations, reputation, business, prospects,
operating results and financial condition.

 We are subject to risks associated with doing
business outside of the United States, including exposure to complex foreign and U.S. regulations such as the Foreign Corrupt Practices
Act (the "FCPA") and other anti-corruption laws which generally prohibit U.S. companies and their intermediaries from making
improper payments to foreign officials for the purpose of obtaining or retaining business. Violations of the FCPA and other anti-corruption
laws may result in severe criminal and civil sanctions and other penalties. It may be difficult to oversee the conduct of any contractors,
third-party partners, representatives or agents who are not our employees, potentially exposing us to greater risk from their actions.
If our employees or agents fail to comply with applicable laws or company policies governing our international operations, we may face
legal proceedings and actions which could result in civil penalties, administration actions and criminal sanctions. Any determination
that we have violated any anti-corruption laws could have a material adverse impact on our business. Changes in trade sanctions laws may
restrict the Company's business practices, including cessation of business activities in sanctioned countries or with sanctioned
entities.

 Violations of these laws and regulations could
result in significant fines, criminal sanctions against the Company, its officers or its employees, requirements to obtain export licenses,
disgorgement of profits, cessation of business activities in sanctioned countries, prohibitions on the conduct of its business and its
inability to market and sell the Company's products or services in one or more countries. Additionally, any such violations could
materially damage the Company's reputation, brand, international expansion efforts, ability to attract and retain employees and
the Company's business, prospects, operating results and financial condition.

 We are subject
to political, economic, and other risks and uncertainties in the foreign countries in which we operate.

 Any international operations
performed may expose us to greater risks than those associated with more developed markets. Due to our foreign operations, we are subject
to the following issues and uncertainties that can adversely affect our operations in Bulgaria or other countries in which we may operate
properties in the future:

 the risk of, and disruptions due to, expropriation, nationalization, war, revolution, election outcomes, economic instability, political instability, or border disputes;

 the uncertainty of local contractual terms, renegotiation or modification of existing contracts and enforcement of contractual terms in disputes before local courts;

 the risk of import, export and transportation regulations and tariffs, including boycotts and embargoes;

 the risk of not being able to procure residency and work permits for our expatriate personnel;

 the requirements or regulations imposed by local governments upon local suppliers or subcontractors, or being imposed in an unexpected and rapid manner;

 taxation and revenue policies, including royalty and tax increases, retroactive tax claims and the imposition of unexpected taxes or other payments on revenues;

 exchange controls, currency fluctuations and other uncertainties arising out of foreign government sovereignty over foreign operations;

 laws and policies of the United States and of the other countries in which we may operate affecting foreign trade, taxation and investment, including anti- bribery and anti-corruption laws;

 the possibility of being subjected to the exclusive jurisdiction of foreign courts in connection with legal disputes and the possible inability to subject foreign persons to the jurisdiction of courts in the United States; and

 the possibility of restrictions on repatriation of earnings or capital from foreign countries.

 There can be no assurance that changes in conditions
or regulations in the future will not affect our profitability or ability to operate in such markets.

 If we lose the
services of our management and key consultants, then our plan of operations may be delayed.

 Our success depends to
a significant extent upon the continued service of our executive management, directors and consultants. Losing the services of one or
more key individuals could have a material adverse effect on the Company's prospective business until replacements are found.

 Without additional financing to develop
our business plan, our business may fail.

 Because we have generated no revenue from our
business and cannot anticipate when we will be able to generate meaningful revenue from our business, we will need to raise additional
funds to conduct and grow our business. We do not currently have sufficient financial resources to completely fund the development of
our business plan. We anticipate that we will need to raise further financing. We do not currently have any arrangements for financing
and we can provide no assurance to investors that we will be able to find such financing if required. The most likely source of future
funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing security-holders.

 Conflicts of interest between our company
and our directors and officers may result in a loss of business opportunity.

 Our directors and officers are not obligated to
commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time
between our future operations and those of other businesses. In the course of their other business activities, they may become aware of
investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary
duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
They may also in the future become affiliated with entities, engaged in business activities similar to those we intend to conduct.

 In general, officers and directors of a corporation
are required to present business opportunities to a corporation if:

 The corporation could financially undertake the opportunity;

 The opportunity is within the corporation's line of business; and

 It would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

 We have adopted a code of ethics that obligates
our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions
without our consent. Despite our intentions, conflicts of interest may nevertheless arise which may deprive our company of a business
opportunity, which may impede the successful development of our business and negatively impact the value of an investment in our company.

 Because some of our officers and directors
are located outside of the United States, you may have no effective recourse against them for misconduct and you may not be able to enforce
judgment and civil liabilities against them.

 Some of our directors and officers are nationals
and/or residents of countries other than the United States and all or a substantial portion of their assets are located outside the United
States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers
or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state
thereof.

 Trading on the OTCQB and CSE may be volatile
and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

 Our common stock is quoted on the OTCQB electronic
quotation service operated by OTC Markets Group Inc. Trading in stock quoted on the OTCQB is often thin and characterized by wide fluctuations
in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress
the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTCQB is not a stock exchange, and
trading of securities on the OTCQB is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a
stock exchange like the NYSE. Accordingly, shareholders may have difficulty reselling any of the shares.

 Our stock is a penny stock. Trading of our
stock may be restricted by the Securities and Exchange Commission's penny stock regulations which may limit a stockholder's
ability to buy and sell our stock.

 Our stock is a penny stock. The Securities and
Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities
are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other
than established customers and "accredited investors". The term "accredited investor" refers generally to institutions
with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission which
provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the
transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid
and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition,
the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must
make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's
written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the
secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability
of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability
of our common stock.

 The Financial Industry Regulatory Authority,
or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

 In addition to the "penny stock" rules
described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability
that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have
an adverse effect on the market for our shares.

 Because we do not intend to pay any dividends
on our shares, investors seeking dividend income or liquidity should not purchase our shares.

 We have not declared or paid any dividends on
our shares since inception, and do not anticipate paying any such dividends for the foreseeable future. We presently do not anticipate
that we will pay dividends on any of our common stock in the foreseeable future. If payment of dividends does occur at some point in the
future, it would be contingent upon our revenues and earnings, if any, capital requirements, and general financial condition. The payment
of any common stock dividends will be within the discretion of our Board of Directors. We presently intend to retain all earnings to implement
our business plan; accordingly, we do not anticipate the declaration of any dividends for common stock in the foreseeable future.

 Investors seeking dividend income or liquidity
should not invest in our shares.

 ITEM 1B – UNRESOLVED STAFF COMMENTS.

 None.

 ITEM 1C – CYBERSECURITY.

 Risk Management and Strategy

 One of the functions of our Board of Directors is informed oversight
of our risk management process, including risks from cybersecurity threats. Our Board is responsible for monitoring and assessing strategic
risk exposure, and management is responsible for the day-to-day management of any material risks that may arise. The Board receives updates
as needed from management regarding cybersecurity matters and is notified between such updates regarding any significant new cybersecurity
threats or incidents. We do not believe that there are currently any known risks from cybersecurity threats that are reasonably likely
to materially affect us or our business strategy, results of operations or financial condition

 As of December 31, 2024, we have not identified an indication of a
cybersecurity incident that would have a material impact on our business and consolidated financial statements.

 ITEM 2 – PROPERTIES.

 Descriptions of our mining and other properties are contained in the
Business discussion in this Report.

 ITEM 3 – LEGAL PROCEEDINGS.

 None.

 ITEM 4 – REMOVED AND RESERVED.

 ITEM 5 – MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

 Market Information

 The Company's common stock is quoted for trading on the OTCQB
under the symbol "AHNR" and is traded on the Canadian Securities Exchange (or CSE) under the symbol "ATHA". Over-the-counter
market quotations on the OTCQB reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent
actual transactions.

 On December 31, 2024, there were 194,803,633 Common Shares issued and
outstanding, and the Company had approximately 95 shareholders of record. On December 31, 2024, the closing price of the shares of common
stock as reported by the CSE was CAD$0.05 and on OTCQB was $0.04.

 Dividends

 Our Board of Directors may declare and pay dividends on outstanding
shares of common stock out of funds legally available therefore in its sole discretion; however, to date, no dividends have been paid
on common stock and we do not anticipate the payment of dividends in the foreseeable future.

 Trading in our common stock is subject to rules adopted by the SEC
regulating broker dealer practices in connection with transactions in "penny stocks." Those disclosure rules applicable to penny
stocks require a broker dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document prepared by the SEC. That disclosure document advises an investor that investment in penny stocks can be very
risky and that the investor's salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure
contains further warnings for the investor to exercise caution in connection with an investment in penny stocks, to independently investigate
the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this
security. The broker dealer must also provide the customer with certain other information and must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.
Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing
market information about the prices of the securities.

 Recent Sales of Unregistered Securities

 None, except as reported on Forms 8-K.

 Equity Compensation Plan Information

 The Company adopted its 2020 Equity Incentive 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. As of the date of this Report, there have been 5,230,000 option grants under the Plan.

 Equity Incentive Plan

 The Corporation adopted its 2020 Equity Incentive
Plan which became effective in January 2021 (the "Equity Incentive Plan"), which became effective in January 2021 for its officers,
directors and other employees, plus outside consultants and advisors. Under the Equity Incentive Plan, the Corporation's employees, outside
consultants and advisors may receive awards of non-qualified options and incentive options, stock appreciation rights or shares of stock.
As required by Section 422 of the Internal Revenue Code of 1986, as amended, the aggregate fair market value of the Common Shares underlying
incentive stock options granted to an employee exercisable for the first time in any calendar year may not exceed $100,000. The foregoing
limitation does not apply to non-qualified options. The exercise price of an incentive option may not be less than 100% of the fair market
value of the Common Shares on the date of grant. The same limitation does not apply to non- qualified options. An option is not transferable,
except by will or the laws of descent and distribution. If the employment of an optionee terminates for any reason, (other than for cause,
or by reason of death, disability or retirement), the optionee may exercise his options within a 90-day period following such termination
to the extent he was entitled to exercise such options at the date of termination. A maximum of 10,000,000 Common Shares are subject to
the Equity Incentive Plan. The purpose of the Equity Incentive Plan is to provide employees, including our officers, directors, and non-employee
consultants and advisors with an increased incentive to make significant and extraordinary contributions to our long-term performance
and growth, to join their interests with the interests of our shareholders, and to facilitate attracting and retaining employees of exceptional
ability.

 Pursuant to Section 6.5 - Security Based Compensation
Arrangements of the policies of the Canadian Securities Exchange a company may not grant stock options with an exercise price lower
than the greater of CDN $0.05, and the closing market prices of the underlying securities on (a) the trading day prior to the date of
grant of the stock options; and (b) the date of grant of the stock options. If the grant of stock options provides for the issuance of
greater than 5% of the issued and outstanding Common Shares at the time of adoption as applying to an individual, or 10% in total in the
next 12 months, evidence of shareholder approval of grant of stock options and confirmation that it was adopted by the majority of Shareholders
other than those excluded by law, Exchange requirements, or the Corporation's constating documents. The terms of a stock option
or award may not be amended once issued. If a stock option is cancelled prior to its expiry date, the Corporation shall not grant new
stock options to the same Optionee until 30 days have elapsed from the date of cancellation.

 The Equity Incentive Plan may be administered
by the Board or in the Board's sole discretion, if the Corporation has a Compensation Committee, by the Compensation Committee of the
Board or such other committee as may be specified by the Board to perform the functions and duties of the Committee under the Equity Incentive
Plan. Subject to the provisions of the Equity Incentive Plan, the relevant committee and the Board shall determine, from those eligible
to be participants in the Equity Incentive Plan, the persons to be granted stock options, stock appreciation rights and restricted stock,
the amount of stock or rights to be optioned or granted to each such person, and the terms and conditions of any stock option, stock appreciation
rights and restricted stock.

 Securities Authorized for Issuance Under Equity
Incentive Plan

 Under the terms of the Equity Incentive Plan an
aggregate of 10,000,000 Common Shares may be reserved for issuance. As of the Record Date, of the 10,000,000 Common Shares subject to
the Equity Incentive Plan, an aggregate of 5,230,000 are issued and outstanding and 4,770,000 remain unallocated and available for grant.
The following table sets out information about the options of Common Shares issued and outstanding pursuant to the Equity Incentive Plan
as of the date hereof:

 Name of Optionee

 Designation of Securities Under Option

 Number of Common Shares Under Option

 Exercise Price Per Common Share

 Expiry Date

 John C. Power

 $0.06

 President, Chief Executive Officer, Corporate Secretary and Director

 $0.09

 March 22, 2026

 $0.06

 John E. Hiner

 $0.09

 March 22, 2026

 $0.06

 $0.06

 Markus Janser

 $0.09

 March 22, 2026

 Former Director

 $0.06

 Consultants (3)

 $0.09

 March 22, 2026

 $0.0675

 January 16, 2028

 730,000

 $0.06

 August 24, 2032

 Deferred Compensation and Equity Award Plan

 Effective March 10, 2021, the Corporation adopted
a deferred compensation and equity award plan (the "Deferred Compensation Plan"). The purpose of the Deferred Compensation Plan
is to enable officers, directors and key employees ("Eligible Persons") to defer receipt of compensation for their services
on behalf of the Corporation and to enable the Corporation to provide part or all of the compensation for the service of Eligible Persons
by agreeing to issue to such Eligible Persons Common Shares.

 The Deferred Compensation Plan was established
pursuant to the Equity Incentive Plan, and all rights to acquire Common Shares and Common Shares issued pursuant to the Deferred Compensation
Plan constitute awards granted and Common Shares issued under the Deferred Compensation Plan, see "Equity Incentive Plan" above.
The Deferred Compensation Plan will be administered by the Board unless and until the Board delegates administration to a committee. The
Board may, at any time and for any reason in its sole discretion, rescind all or any portion of such delegation. Restricted stock units
awarded pursuant to the Deferred Compensation Plan shall vest in the manner determined by the Board with respect to such award. Restricted
stock units have no voting rights, and no amount due or payable under the Deferred Compensation Plan or any interest in the Deferred Compensation
Plan, shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, garnishment, lien, levy or like encumbrance.

 The Corporation issued 300,000 restricted stock
units at a price of $0.09 per Common Share to a consultant. However, the Common Shares shall not be issued until such time as the individual
either provides a written request or his termination date, whichever is sooner. The Common Shares shall have no voting rights until issued.

 ITEM 6 – SELECTED FINANCIAL DATA.

 We are a smaller reporting company as defined by the Exchange Act and
are not required to provide the information required under this item.

 ITEM 7 – 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 and its consolidated subsidiary, Athena Minerals, Inc ("AMI").

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

 Results of Operations:

 Results of Operations for the Years Ended December 31, 2024 and
2023

 A summary of our results from operations is as follows:

 Twelve Months Ended

 12/31/24

 12/31/23

 Operating expenses

 Exploration, evaluation and project expenses

 $
 186,764

 $
 351,132

 General and administrative expenses

 425,353

 432,460

 Total operating expenses

 612,117

 783,592

 Net operating loss

 (612,117
)

 (783,592
)

 Interest income

 2,598

 Interest expense

 (3,419
)

 Realized loss on investment

 (12,452
)

 Unrealized gain (loss) on investment

 (36,384
)

 Revaluation of warrant liability

 27,854

 1,393,742

 Net income (loss)

 $
 (636,518
)

 $

 Operating expenses:

 For the twelve months ending December 31, 2024, the Company decreased
general and administrative expenses by approximately $7,000. The decrease was due to the following year over year variances:

 Twelve months ending

 Variance

 Legal and other professional fees

 $
 292,000

 $
 316,000

 $
 (24,000
)

 Share based compensation

 25,000

 27,000

 (2,000
)

 Stock exchange fees and related expenses

 55,000

 57,000

 (2,000
)

 Other general expenses

 53,000

 32,000

 21,000

 Total

 $
 425,000

 $
 432,000

 $
 (7,000
)

 The decrease in legal and professional fees is due to a reduction in the marketing fees from 2023 to 2024.

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

 For the year ended December 31, 2024, there was a variance of approximately
$164,000 for the same period in 2023 in exploration and evaluation expenses. During 2023, the Company engaged in activities on our exploration
programs, including drilling, mapping, permitting, consulting and assay testing which has resulted in additional exploration costs compared
to 2024.

 Other income and expense:

 The revaluation of warrant liability for the twelve months ending December
31, 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

 January 2024

 $
 18,838

 $

 October 2024

 196,305

 December 2024

 105,759

 December 2024

 42,901

 April 2023

 171,161

 81,104

 October 2022

 1,278

 September 2022

 6,978

 August 2022

 11,683

 April 2022

 49,116

 21,707

 September 2021

 3,002

 May 2021

 6,210

 Total

 $
 584,080

 $
 131,962

 Warrant initial valuation

 421,356

 525,884

 Revaluation of warrant liability

 (30,762
)

 Revaluation of option liability (1)

 58,616

 Gain on revaluation of liabilities

 $
 27,854

 (1)
 During the third quarter ending September 30, 2024, the Company granted 3,333,333 options to
purchase shares held by Athena in Carlton Precious Inc (fka Nubian Resources Ltd) at an exercise price of CAD$0.06, the options expired
on January 31, 2025. The options had an initial valuation of $71,049. Outstanding warrants were revalued as of December 31, 2024, with
various inputs using a Black Scholes model and had a valuation of $12,433, resulting in an adjustment of $58,616 for the year ended
December 31, 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.

 In the fourth quarter of 2024 the Company completed
a private placement consisting of three tranches:

 October 25, 2024 in which we sold 12,000,000
units and realized net proceeds of CAD$600,000.

 December 3, 2024 in which we sold 6,460,000 units
and realized net proceeds of CAD$323,000.

 December 23, 2024 in which we sold 2,620,000
units and realized net proceeds of CAD$131,000.

 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 December 31, 2024, we had approximately $240,000 of cash and
a negative working capital of approximately $340,000. This compares to cash on hand of approximately $3,000 and negative working capital
of approximately $243,000 at December 31, 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 December 31, 2024, the capital structure of the Company consists
of 194,803,633 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 engage in any activities involving variable interest entities
or off-balance sheet arrangements.

 Critical Accounting Policies and Use of Estimates

 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 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 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.

 Not applicable.

 ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 The financial statements required by this item
are located in Item 15 beginning on page F-1 of this Annual Report on Form 10-K and are incorporated herein by reference.

 ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

 None, except as previously disclosed.

 ITEM 9A – CONTROLS AND PROCEDURES.

 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, 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 concluded that our disclosure controls and procedures were not effective because of the identification of a material
weakness in our internal control over financial reporting which is described below.

 Management's Report on Internal Control Over Financial Reporting

 Our management is responsible for establishing and maintaining adequate
internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting
is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial
reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.

 Our internal control over financial reporting includes those policies
and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with U.S. GAAP and our receipts and expenditures are being made only in accordance with authorizations
of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of our assets that could have a material effect on our consolidated financial statements.

 Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations,
including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over
financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

 Our management assessed the effectiveness of our internal control over
financial reporting as of December 31, 2024. In making this assessment, it used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework (2013). Based on this evaluation,
management concluded that that our internal control over financial reporting was not effective as of December 31, 2024. Our CEO concluded
we have a material weakness due to lack of segregation of duties, a limited corporate governance structure, and a lack of a formal management
review process over preparation of financial information. A material weakness is a deficiency, or a combination of control deficiencies,
in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or
interim financial statements will not be prevented or detected on a timely basis.

 Our size has prevented us from being able to employ sufficient resources
to enable us to have an adequate level of supervision and segregation of duties within our system of internal control. Therefore, while
there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties.
Management reported the following material weaknesses:

 Lack of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording and approval of disbursements;

 Our corporate governance responsibilities are performed by the Board of Directors, none of whom are independent under applicable standards; we do not have an independent audit committee or compensation committee. Our Board of Directors acts primarily by written consent without meetings which results in several of our corporate governance functions not being performed concurrent (or timely) with the underlying transactions, including evaluation of the application of accounting principles and disclosures relating to those transactions; and

 Certain reports that we prepare and accounting and reporting conclusions reached in connection with the financial statement preparation process are not subjected to a formal review process that includes multiple levels of review, and are not submitted timely to the Board of Directors for review or approval.

 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.

 This Annual Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by
our registered public accounting firm pursuant to the SEC rules that permit us to provide only management's report in this Annual
Report.

 Changes in Internal Control Over Financial
Reporting

 There were no changes in our internal control over financial reporting
that occurred during the quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.

 ITEM 9B – OTHER INFORMATION.

 During the quarter ended December 31, 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 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Directors and Executive Officers

 Our current executive officers and directors are:

 Name

 Age

 Position

 David Goodman (2)

 Chairman

 Koby Kushner (2)

 CEO, President and Director

 John C. Power (1)

 Secretary and Director

 Brian Power (1)

 John Hiner

 CFO

 (1)
 John C. Power and Brian Power are brothers.

 (2)
 David Goodman is the Father-In-Law of Koby Kushner

 David Goodman, LLB, CFA, is Chairman of the Company. He is also
the Chairman of Libra Lithium Corp.. Mr. Goodman left an early career as a litigator in 1994 to become a Partner, Vice President and Portfolio
Manager at the investment management firm behind Dynamic Funds. He became President and Chief Executive Officer of Dynamic Funds in 2001
and of DundeeWealth, Dynamic's public company parent, in 2007. Under Mr. Goodman's leadership, the firm became one of Canada's best performing
and fastest growing investment managers, was recognized as Fund Company of the Year seven times at the Canadian Investment Awards while
growing assets under management from $5 billion to approximately $50 billion, until its ultimate sale in 2011 to a Canadian bank. In the
past Mr. Goodman was a member of the boards of DundeeWealth, Repadre Capital Corporation, Dundee Corporation, SickKids Foundation and
a trustee of the Dundee REIT. Mr. Goodman was previously the head of Global Asset Management for a major Canadian bank and CEO of Dundee
Corporation. In addition to his business interests, Mr. Goodman is the founder and CEO of Humour Me, an annual event whereby
high-profile executives compete in stand-up comedy and has raised over $20 million to date for worthy causes.

 Koby Kushner, P.Eng., CFA, is CEO, President and Director of
the Company. He is also the Chief Executive Officer and a director of Libra Lithium Corp. and Honey Badger Silver, Inc. He has spent most
of his career as a mining engineer and more recently, an equity research analyst. Prior to entering finance, Mr. Kushner worked at several
mines in Ontario and Manitoba, including Hemlo (Barrick Gold), Detour, Rice Lake, and others. During this time, Mr. Kushner has seen projects
advance through all stages of development, including exploration, production, and closure. He then moved into equity research at Red Cloud
Securities, a mining-only investment bank, where he wrote on over 100 companies across various stages of development and a wide range
of commodities, with a particular focus on precious and energy metals. He holds a BSc in Mining Engineering from Queen's University, is
a licensed Professional Engineer in the province of Ontario and is a CFA charterholder.

 John C. Power has served as a director of Athena since its inception
in December 2003 and has served as Athena's President from December 2005 to December 2007 and from January 2009 to the present and
has served as Athena's Secretary since January 2007. He has also served as director of Magellan Gold Corporation since its formation
in September 2010 until November 2020 and as an officer of Magellan from its formation until August 2017 and from January 2018 until November
2020.

 Mr. Power is also a co-managing member since 2011 of Silver Saddle
Resources, LLC that owns mining claims in Nevada.

 From March 2010 to present, Mr. Power has served as co-Managing Member
of Ryan Air Exposition, LLC, a private California holding company that invests in antique airplanes. Mr. Power has served as President
and director of Four Rivers Broadcasting, Inc., a radio broadcaster, from May 1997 to March 2005 and Vice President from March 2005 to
the present. Mr. Power served as Co-Managing Member of Wyoming Resorts, LLC, which owned and operated an historic hotel in Thermopolis,
Wyoming, from June 1997 until June 2017. Mr. Power has been a general partner of Power Vacaville, LP a real estate investment firm since
January 2008. Mr. Power also serves as the vice-president and director of The Tide Community Broadcasting, Inc. since July 2012.

 Mr. Power attended, but did not receive a degree from, Occidental College
and University of California at Davis.

 Brian Power has served as an officer/director of the Company
since its inception in December 2003. He was CEO and President from December 2003 until December 2005 and currently serves as a director
of the company. From 1997 to 2014 Mr. Power served as CEO and President of Lone Oak Vineyards, Incorporated, a real estate/agricultural
investment company. From October 1998 to 2005, he was a co-founder and managing member of Spirit of Adventure, LLC a company engaged
in the development of deep ocean exploration technologies including the design/build of advanced manned submersibles. From 1996 through
the present, he serves on the board of directors of Snuba, Incorporated, a manufacturer and international licensor of proprietary ocean
diving systems. From 2014 through the present, Mr. Power founded and is the managing member of Asperatus LLC, a company engaged in the
development of airborne remote earth sensing technologies and related data processing analytics. Mr. Power attended Solano Community College
and the University of California at Davis.

 John Hiner is a director of the Company and provides his services
on a part-time basis. He has served as a director of the Company since March 22, 2021, and will devote approximately 10% of his time to
the affairs of the Company. As a director, he is responsible for directing and overseeing management of the Company.

 Mr. Hiner is a and SME registered member (2012) and he has an exploration
history of over 45 years with several major mining companies exploring for geothermal energy, precious metals and industrial minerals.
He has served as a director and/or officer of mineral exploration and mining development companies and works as an independent consulting
geologist for mining companies. Previously, Mr. Hiner was an officer of Geocom Resources Inc. (from 2003 to 2013) and a director of Red
Pine Petroleum Ltd. (from 2003 to 2013), Straightup Resources Inc. (from 2017 to 2021) and Gold Basin Resources Corporation (from 2017-2021).
Mr. Hiner is currently a director of Golden Lake Exploration Inc. (since 2018) and director of Avventura Resources (BC) Inc.

 Tyler Minnick has been the Chief Financial Officer of the Issuer
since May 2021 and provides his services on a part-time basis. He has worked in the mining industry since 2011.

 Since December 2018, Mr. Minnick has acted as a Certified Public Accountant
(1993) with Grand Mesa CPAs, LLC, and from 2011 to the present he has worked for Augusta Gold Corp. as a consultant, (formerly, Bullfrog
Gold Corp.), and was its Chief Financial Officer until October 2020. From May 2018 to September 2018, he was a financial reporting manager
with Bowie Resources, LLC. From September 2014 to May 2018 Mr. Minnick acted as the Director of Finance and Administration of the Grand
Junction Regional Airport Authority.

 Involvement in Certain Legal Proceedings

 During the last 10 years, except as disclosed above, none
of our directors or officers has:

 a. had any bankruptcy petition
filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy
or within two years prior to that time;

 b. been convicted
in a criminal proceeding or subject to a pending criminal proceeding;

 c. been subject to any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

 d. been found by a court of
competent jurisdiction in a civil action, the Commission or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 Our executive officers are elected at the annual meeting of our Board
of Directors held after each annual meeting of our shareholders. Our directors are elected at the annual meeting of our shareholders.
Each director and executive officer holds office until his successor is duly elected and qualified, until his resignation or until he
is removed in the manner provided by our by-laws.

 Family Relationships

 John C. Power and Brian Power are brothers. There do not exist any
arrangements or understandings between any director and any other person pursuant to which any director was elected as such.

 David Goodman and Koby Kushner were elected to the Board of Directors
at the March 2025 shareholder meeting. Mr. Kushner was appointed President and CEO on March 27, 2025. David Goodman is the Father-in-Law
of Koby Kushner.

 Director Independence

 Our common stock is listed on the OTC Market Inc.'s OTCQB and
OTC Pinks inter-dealer quotation systems, which does not have director independence requirements. Nevertheless, for purposes of determining
director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15). The following directors are considered
"independent" as defined under Rule 4200(a)(15): None. John C. Power and Brian Power would not be considered "independent"
under the NASDAQ rule due to the fact that John C. Power is an officer and Brian Power is John C. Power's brother. John Hiner is
considered independent.

 David Goodman and Koby Kushner were elected to the Board of Directors
at the March 2025 shareholder meeting. Mr. Kushnerwas appointed President and CEO on March 27, 2025. David Goodman is the Father-in-Law
of Koby Kushner. David Goodman may not be "independent" under NASDAQ rules.

 Board Meetings

 During the year ended December 31, 2024, Our Board held various meetings
and took numerous actions by unanimous written consent.

 Committees of the Board of Directors

 We currently do not have standing compensation or nominating committees
of the Board of Directors. We do have an audit committee that consists of Brian Power, John Hiner and John Power. We plan to form audit,
compensation and nominating committees when it is necessary to do so to comply with federal securities laws or to meet listing requirements
of a stock exchange or the Nasdaq Capital Market.

 Compliance with Section 16(a), Beneficial Ownership

 Under the Securities Laws of the United States, our directors, executive
(and certain other) officers, and any persons holding more than ten percent (10%) of our common stock during any part of our most recent
fiscal year are required to report their ownership of common stock and any changes in that ownership to the SEC. Specific due dates for
these reports have been established and we are required to report in this Report any failure to file by these dates. During the year ended
December 31, 2024, all these filing requirements were satisfied by our officers, directors, and ten-percent holders. In making these statements,
we have relied on the written representation of our directors and officers or copies of the reports that they have filed with the Commission.

 Code of Ethics

 We have adopted a Code of Ethics that applies to, among other persons,
our company's principal executive officer, as well as persons performing similar functions. As adopted, our Code of Ethics sets
forth written guidelines to promote:

 honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 full, fair, accurate, timely and understandable disclosure in all reports and documents that we file with, or submit to, the SEC and in other public communications made by us that are within the executive officer's area of responsibility;

 compliance with applicable governmental laws, rules and regulations;

 the prompt internal reporting of violations of the Code; and

 accountability for adherence to the Code.

 Our Code of Ethics has been filed with the SEC as Exhibit 14 to our
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006, as filed with the SEC on April 24, 2007. We will provide a copy
of the Code of Ethics to any person without charge, upon request. Requests can be sent to: Athena Gold Corporation, 2010A Harbison Drive
# 312, Vacaville, CA 95687.

 ITEM 11 – EXECUTIVE COMPENSATION

 Director Compensation

 The following table shows compensation paid to our directors (excluding
compensation included under our summary compensation table above) for service as directors during the year ended December 31, 2024.

 Name

 Fees Earned or Paid in Cash

($)

 Stock Awards

($) (1)

 Option Awards

($)

 All Other Compensation

($)

 Total

($)

 10,000

 10,000

 John C. Power

 John E. Hiner

 10,000

 10,000

 (1)
 Represents the aggregate grant date fair value computed in accordance with FASB 123.

 Executive Compensation

 The table below sets forth, for the last two fiscal years, the compensation
earned by our named executive officers consisting of our chief executive officer and chief financial officer. No other executive officer
had annual compensation in excess of $100,000 during the last two fiscal years.

 Summary Compensation Table

 Name and Principal
 Occupation

 Year

 Salary

 Bonus

 Stock
 Awards

 Option
 Awards (1)

 Non-Equity
 Incentive Plan Compensation

 Non-Qualified
 Deferred Compensation Earnings

 All
 Other Compensation

 Total

 John C. Power

 2024

 $

 30,000

 (2)

 $

 $

 $

 $

 $

 $

 $

 30,000

 President and Chief Executive Officer

 2023

 $

 30,000

 (2)

 $

 $

 $

 $

 $

 $

 7,500

 (3)

 $

 37,500

 2024

 $

 $

 $

 4,000

 $

 $

 $

 $

 36,810

 (4)

 $

 40,810

 2023

 $

 $

 $

 $

 $

 $

 $

 28,033

 (4)

 $

 28,033

 (1)

 Represents the aggregate grant date fair value computed in accordance with FASB 123.

 (2)

 Mr. Power receives a monthly fee of $2,500 for consulting services.

 (3)

 Mr. Power received a $7,500 director fee in 2023.

 (4)

 Pursuant to a consulting agreement dated May 6, 2021, Tyler Minnick is paid an hourly fee of $90 in connection with his services as Chief Financial Officer.

 Employment Agreements

 John C Power

 Effective March 1, 2021 the Corporation entered into a consulting agreement
with John C. Power, the Corporation's President and Chief Executive Officer, wherein Mr. Power agreed to provide services as an
independent contractor, to act as an agent of the Corporation in connection with the Corporation's daily operations, in return for
compensation consisting of a monthly fee of $2,500. The agreement terminated on December 31, 2022. On January 1, 2023, the Corporation
entered into a new consulting agreement wherein the Corporation retained the services of Mr. Power under the same terms and conditions.
The agreement will automatically renew for successive one year periods thereafter unless either party provides written notice of their
intention to terminate at least three months prior to expiration of the term of the agreement. Mr. Power's consulting agreement
expired on March 31, 2025 by mutual consent.

 Pursuant to a consulting agreement dated May 6, 2021 with Tyler J.
Minnick, CPA LLC, the Corporation retained the services of Mr. Minnick to act as the Corporation's Chief Financial Officer. Mr.
Minnick is paid an hourly fee of $90 and provides his services on a part time basis.

 The Corporation does not have any written employment agreements other
than the above-referenced consulting agreements with any of its directors or executive officers; nor does it have or maintain key man
life insurance on Mr. Power.

 Koby Kushner

 Koby Kushner was elected to our Board of Directors at the March 2025
shareholder meeting. Effective March 27, 2025, Mr. Kushner was appointed President & CEO and is expected sign an employment or consulting
contract for his services.

 Outstanding Equity Awards at Fiscal Year-End

 The following table sets forth the stock options granted to our named
executive officers during the year, as of December 31, 2024.

 Option Awards

 Stock Awards

 Name

 Number of Securities Underlying Unexercised Options:

(#)

Exercisable

 Number of Securities Underlying Unexercised Options:

(#)

Unexercisable (1)

 Option Exercise Price ($)

 Expiration Date

 Number of Shares or Units of Stock that Have Not Vested

(#)

 John C. Power

 $

 0.06

 $

 0.09

 3/22/26

 $

 0.06

 John Hiner

 $

 0.09

 3/22/26

 John Hiner

 $

 0.06

 Markus Janser

 $

 0.09

 3/22/26

 Markus Janser

 $

 0.06

 $

 0.06

 Expense Reimbursement

 We will reimburse our officers and directors for
reasonable expenses incurred during the course of their performance.

 Retirement Plans and Benefits

 None.

 Indemnification of Directors and Officers

 Our bylaws contain provisions that limit the liability of our directors
for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us
or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

 any breach of the director's duty of loyalty to us or our stockholders,

 any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law,

 unlawful payments of dividends or unlawful stock repurchases, or redemptions as provided in Section 174 of the Delaware General Corporation Law, or

 any transaction from which the director derived an improper personal benefit.

 Our bylaws provide that we are required to indemnify our directors
and executive officers to the fullest extent permitted by Delaware law. Any repeal of or modification to our restated certificate of incorporation
or bylaws may not adversely affect any right or protection of a director or executive officer for or with respect to any acts or omissions
of such director or executive officer occurring prior to such amendment or repeal. Our bylaws also provide that we may advance expenses
incurred by a director or executive officer in advance of the final disposition of any action or proceeding and permit us to secure insurance
on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless
of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We believe that these bylaw provisions
are necessary to attract and retain qualified persons as directors and officers.

 The limitation of liability and indemnification provisions in our bylaws
may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the
likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit
us and other stockholders. Further, a stockholder's investment may be adversely affected to the extent that we pay the costs of
settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, there
is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and
we are not aware of any threatened litigation that may result in claims for indemnification.

 ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth information with respect to beneficial
ownership of our common stock by:

 each person who beneficially owns more than 5% of our common stock;

 each of our named executive officers;

 each of our directors; and

 all named executive officers and directors as a group.

 The following table shows the number of shares owned as of December
31, 2024, and the percentage of outstanding common stock owned as of that date. Each person has sole voting and investment power with
respect to the shares shown, except as noted.

 Executive Officers and Directors

 Name and Address

 Shares Beneficially

Owned

 Percentage of

Shares Beneficially

Owned

 John C. Power (1)

 Unit 4, 519 East Mendenhall

Bozeman, Montana

USA 59715

President, Chief Executive Officer, Corporate Secretary and Director

 15,500,239

 8.0%

 Brian Power (2)

 2010-A Harbison Dr., PMB #312

Vacaville, California

USA 95687

 2,457,142

 1.3%

 John E. Hiner (3)

 9443 Axlund Road

Lynden, Washington

USA 98264

 1,686,000

 0.9%

 Tyler Minnick (4)

 359 Teegan Ct.

Grand Junction, Colorado

USA 81507

 675,000

 0.3%

 All executive officers and directors as a group (4 persons)

 20,318,381

 10.4%

 Other 5% or Greater Shareholders

 Name and Address

 Shares Beneficially

Owned

 Percentage of Shares Beneficially Owned

 John D. Gibbs (5)

 807 Wood-N-Creek Road

Ardmore, OK

USA 73401

 53,327,312

 27.4%

 Carlton Precious, Inc., f/k/a Nubian Resources Ltd. (6)

 Suite 202, Yale Court Plaza, 2526 Yale Court

Abbotsford, British Columbia

V2S 8G9

 60,000,000

 30.8%

 2176423 Ontario Ltd. (7)

 1106-7 King Street East

Toronto, Ontario

M5C 3C5

(Private Company controlled by Eric Sprott)

 16,546,669

 8.5%

 (1)

 Includes 12,559,239 Common Shares held directly, 500,000 vested stock options and 2,441,000 share purchase warrants.

 (2)

 Includes 1,278,571 Common Shares held directly, 1,000,000 vested stock options and 178,571 share purchase warrants.

 (3)

 Includes 543,000 Common Shares, of which 400,000 are held directly and 143,000 indirectly through JE & MS Hiner Revocable Living Trust, of which Mr. Hiner exercises control and direction, 1,000,000 vested stock options held directly, and 143,000 share purchase warrants (held indirectly through JE & MS Hiner Revocable Living Trust).

 (4)

 Includes 425,000 Common Shares held directly and 250,000 vested stock options.

 (5)

 Includes 43,648,739 Common Shares, of which 37,493,239 are held directly, 500,000 indirectly through Redwood Microcap Fund Inc. and 5,655,000 indirectly through Tri Power Resources, Inc. (all of which Mr. Gibbs exercises control and direction), and 9,678,573 share purchase warrants.

 (6)

 Includes 55,000,000 Common Shares held directly and 5,000,000 share purchase warrants.

 (7)

 Includes 16,546,669 Common Shares held directly.

 ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE.

 Except as disclosed herein and in the Notes to Financial Statements,
there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or 1% of the average
of our total assets at year-end for the last two completed fiscal years in which any of our directors, executive officers or beneficial
holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates,
has had or will have any direct or material indirect interest.

 The information required by this Item is located in the Notes to our
consolidated financial statements included in Item 15 beginning on page F-1 of this Annual Report on Form 10-K and are
incorporated herein by reference.

 Director Independence

 Our common stock is listed on the OTC Market Inc.'s OTQB and
OTC Pinks inter-dealer quotation systems, which does not have director independence requirements. Nevertheless, for purposes of determining
director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15). John C. Power and Brian Power would not
be considered "independent" under the NASDAQ rule due to the fact that John C. Power is an officer and Brian Power is John
C. Power's brother.

 David Goodman and Koby Kushner were elected to the Board of Directors
at the March 2025 shareholder meeting. Mr. Kushner was appointed President and CEO on March 27, 2025. David Goodman is the Father-in-Law
of Koby Kushner.

 ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES.

 We understand the need for our principal accountants to maintain objectivity
and independence in their audit of our financial statements. To minimize relationships that could appear to impair the objectivity of
our principal accountants, our Board of Directors has restricted the non-audit services that our principal accountants may provide to
us primarily to tax services and audit-related services. We are only to obtain non-audit services from our principal accountants when
the services offered by our principal accountants are more effective or economical than services available from other service providers,
and, to the extent possible, only after competitive bidding. These determinations are among the key practices adopted by the Board of
Directors. Our Board has adopted policies and procedures for pre-approving work performed by our principal accountants.

 The aggregate fees billed for the years ended December 31, 2024 and
2023 for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the
financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by our accountants in connection
with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 All payments listed below were paid to the previous auditor:

 2024

 2023

 Audit fees - audit of annual financial statements and review of financial statements included in our quarterly reports, services normally provided by the accountant in connection with statutory and regulatory filings

 $
 80,655

 $
 62,610

 Audit-related fees - related to the performance of audit or review of financial statements not reported under "audit fees"

 –

 –

 Tax fees - tax compliance, tax advice and tax planning

 –

 3,605

 All other fees - services provided by our principal accountants other than those identified above

 –

 5,635

 Total fees

 $
 80,655

 $
 71,850

 After careful consideration, the Board of Directors has determined
that payment of the audit fees is in conformance with the independent status of our principal independent accountants.

 Effective December 11, 2024 the Board of Directors and Audit Committee
of the Company engaged the firm of Davidson & Company LLC as its independent registered certified accountants.

 ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 (1)

 2.1

 Asset Purchase and Sale Agreement dated October 8, 2004

 (1)

 2.2

 Amendment No. 1 to Asset Purchase and Sale Agreement

 (1)

 2.3

 Amendment No. 2 to Asset Purchase and Sale Agreement dated July 31, 2005

 (1)

 2.4

 Amendment No. 3 to Asset Purchase and Sale Agreement dated August 31, 2005

 (1)

 3.1

 Amended and Restated Certificate of Incorporation

 (3)

 3.1.1

 Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock

 (1)

 3.2

 By-Laws

 (1)

 4.1

 2004 Equity Incentive Plan

 (1)

 4.2

 Form of Subscription Agreement

 (1)

 4.3

 Specimen common stock certificate

 (1)

 10.1

 Lease Agreement

 (1)

 10.2

 Form of Escrow Agreement

 (1)

 10.3

 Amended Trademark Assignment

 (1)

 10.3.2

 Initial Assignment of Trademark

 (1)

 10.4

 Lock-up Letter for Brian Power

 (1)

 10.5

 Lock-up Letter for John C. Power

 (1)

 10.6

 Lock-up Letter for J. Andrew Moorer

 (1)

 10.7

 Amended Fund Escrow Agreement

 (1)

 10.8

 Lease Agreement with Golden West Brewing Company

 (1)

 10.9

 Security Agreement in favor of Power Curve, Inc., Lone Oak Vineyards, Inc. and Tiffany Grace.

 (1)

 10.10

 Promissory Note dated September 9, 2005, Tiffany Grace, Holder

 (1)

 10.11

 Promissory Note dated September 9, 2005, Lone Oak Vineyards, Inc., Holder

 (1)

 10.12

 Promissory Note dated September 9, 2005, Power Curve, Inc., Holder

 (1)

 10.13

 Assignment and Assumption dated August 31, 2005 between Butte Creek Brewing Company, LLC, Golden West Brewing Company and Golden West Brewing Company, Inc.

 (1)

 10.14

 Amended and Restated Assignment and Assumption

 (1)

 10.15

 August 7, 1998 Distribution Agreement

 (1)

 10.16

 Territorial Agreement

 (1)

 10.17

 November 4, 2002 Distribution Agreement

 (1)

 10.18

 June 1, 2001 Authorization

 (1)

 10.19

 July 22, 2004 Authorization

 (1)

 10.20

 September 1, 2005 Authorization

 (1)

 10.22

 Second Amended Fund Escrow Agreement

 (1)

 10.23

 Contract with New Zealand Hops, Ltd., 2006

 (1)

 10.24

 Contract with New Zealand Hops, Ltd., 2007

 (1)

 10.25

 Second Amended and Restated Assignment and Assumption

 (1)

 10.26

 Third Amended Fund Escrow Agreement

 (1)

 10.27

 Secured Promissory Note with John C. Power

 (1)

 10.28

 Secured Promissory Note with Power Curve, Inc.

 (1)

 10.29

 General Security Agreement with John C. Power and Power Curve, Inc.

 (51)

 10.30

 Production Agreement with Bison Brewing Co.

 (51)

 10.31

 Employment Agreement with David Del Grande

 (2)

 10.32

 License, Production and Distribution Agreement dated November 1, 2006 with Mateveza USA, LLC

 (4)

 10.33

 Employment Agreement with Mark Simpson

 (4)

 10.34

 Consultation Agreement with Artisan Food and Beverage Group

 (5)

 10.35

 Credit Agreement dated December 11, 2007

 (6)

 10.36

 Promissory Note dated March 12, 2008

 (6)

 10.37

 Security Agreement dated March 12, 2008

 (6)

 10.38

 Guaranty Agreement dated March 12, 2008

 (7)

 10.39

 Convertible Debenture dated December 31, 2008

 (7)

 10.40

 Security Agreement dated December 31, 2008

 (7)

 10.41

 Hypothecation Agreement dated December 31, 2008

 (8)

 10.42

 Mendocino Production Agreement

 (9)

 10.43

 Exclusive Consignment Agency Agreement

 (10)

 10.44

 Settlement Stipulation with BRK Holdings, LLC

 (11)

 10.45

 Promissory Note dated April 28, 2009 in favor of Clifford Neuman

 (11)

 10.46

 Security Agreement dated April 28, 2009 in favor of Clifford Neuman

 (11)

 10.47

 Guaranty of John C. Power dated April 28, 2009 in favor of Clifford Neuman

 (11)

 10.48

 Promissory Note dated April 28, 2009 in favor of John C. Power

 (11)

 10.49

 Security Agreement dated April 28, 2009 in favor of John C. Power

 (11)

 10.50

 Promissory Note dated April 28, 2009 in favor of Butte Creek Brands, LLC

 (11)

 10.51

 Security Agreement dated April 28, 2009 in favor of Butte Creek Brands LLC

 (11)

 10.52

 Factoring Agreement dated April 28, 2009

 (12)

 10.53

 Agreement to Convert Debt Clifford L. Neuman PC

 (12)

 10.54

 Agreement to Convert Debt Clifford L. Neuman

 (12)

 10.55

 Agreement to Convert Debt John Power

 (12)

 10.56

 Agreement to Convert Debt Sea Ranch Lodge and Village, LLC

 (12)

 10.57

 Agreement to Convert Debt TriPower Resources, Inc.

 (12)

 10.58

 Agreement to Convert Debt TriPower Resources, Inc.

 (12)

 10.59

 Agreement to Convert Debt Redwood MicroCap Fund, Inc.

 (12)

 10.60

 Agreement to Convert Debt Shana Capital, Ltd.

 (13)

 10.61

 Asset Purchase Agreement dated May 7, 2009

 (14)

 10.62

 Certificate of Amendment to Amended and Restated Certificate of Incorporation

 (14)

 10.63

 Articles of Incorporation of Athena Minerals, Inc.

 (15)

 10.64

 Sale and Purchase Agreement and Joint Escrow Instructions dated December 9, 2009

 (15)

 10.65

 Assignment of Sale and Purchase Agreement and Joint Escrow Instructions dated January 5, 2010

 (15)

 10.66

 Promissory Note from Athena Minerals, Inc. to John Power dated January 5, 2010

 (16)

 10.67

 Mining Lease and Option to Purchase dated March 11, 2010

 (17)

 10.68

 Intellectual Property Assignment dated June 25, 2010

 (18)

 10.69

 Promissory Notes John C. Power and John D. Gibbs dated June 30, 2010

 (19)

 10.70

 Promissory Note John D. Gibbs dated August 3, 2010

 (20)

 10.71

 Agreement to Convert Debt – Clifford L. Neuman

 (21)

 10.72

 Agreements to Convert Debt – Donaldson and Kirby

 (22)

 10.73

 Agreement to Convert Debt – Clifford L. Neuman

 (23)

 10.74

 Agreement to Convert Debt – Huss and Strachan

 (24)

 10.75

 Stock Purchase Agreement; Indemnity Agreement and Amendment No. 1 to Indemnity Agreement each dated December 31, 2010

 (25)

 10.76

 Consent of Schumacher & Associates dated March 7, 2011

 (26)

 10.77

 Marketing Agreement with Bill Fishkin dated April 1, 2011

 (26)

 10.78

 Agreement to Convert Debt with Donaldson Consulting Services, Inc. dated May 31, 2011

 (27)

 10.79

 Term Sheet with LeRoy Wilkes dated July 14, 2011

 (28)

 10.80

 Accredited Members Agreement dated August 31, 2011

 (29)

 10.81

 Promissory Note – John D. Gibbs dated October 26, 2011

 (29)

 10.82

 Promissory Note – John D. Gibbs dated November 15, 2011

 (30)

 10.83

 Marketing Agreement with Bill Fishkin dated December 1, 2011

 (31)

 10.84

 Advisor Agreement with GVC Capital, LLC dated January 30, 2012

 (32)

 10.85

 Promissory Note – John D. Gibbs dated March 18, 2012

 (33)

 10.86

 Promissory Note – John D. Gibbs dated February 2, 2012

 (34)

 10.87

 Promissory Note – John D. Gibbs dated April 27, 2012

 (35)

 10.88

 Agreement to Convert Debt – John D. Gibbs

 (36)

 10.89

 Promissory Note – John D. Gibbs dated May 22, 2012

 (36)

 10.90

 Assignment of Right to Purchase Property

 (37)

 10.91

 Agreement to Convert Debt – John Donaldson

 (38)

 10.92

 Credit Agreement – John D. Gibbs

 (38)

 10.93

 Form of Credit Note

 (39)

 10.94

 Amendment No. 1 to Langtry Lease Agreement

 (40)

 10.95

 Allonge and Modification Agreement with John D. Gibbs

 (41)

 10.96

 Amendment No. 2 to Langtry Lease Agreement

 (42)

 10.97

 Second Allonge and Modification Agreement with John D. Gibbs

 (43)

 10.98

 Amendment No. 3 to Langtry Lease Agreement

 (44)

 10.99

 Third Allonge and Modification Agreement with John D. Gibbs

 (45)

 10.100

 Promissory Note – Clifford L. Neuman dated April 1, 2015

 (46)

 10.101

 Lease/Purchase Option Agreement

 (47)

 10.102

 Fifth Allonge and Modification Agreement with John D. Gibbs

 (48)

 10.103

 Promissory Note – John Power dated September 12, 2016

 (49)

 10.104

 Agreement to Convert Debt dated May 15, 2018

 (50)

 10.105

 Eighth Allonge and Modification Agreement with John D. Gibbs

 (52)

 10.106

 Tenth Allonge and Modification Agreement with John D. Gibbs

 (53)

 10.107

 Eleventh Allonge and Modification Agreement with John D. Gibbs

 (54)

 10.108

 Amendment No. 1 to Lease with an Option to Purchase dated March 10, 2016

 (55)

 10.109

 NSR Agreement

 (56)

 10.110

 Termination Agreement

 (57)

 10.111

 Twelfth Allonge and Modification Agreement with John Gibbs

 (58)

 10.112

 Letter of Intent dated August 21, 2020

 (59)

 10.113

 Thirteenth Allonge and Modification Agreement with John Gibbs

 (60)

 10.114

 Letter of Intent

 (61)

 10.115

 Option Agreement

 (62)

 10.116

 Option Agreement - Stronghold

 (63)

 10.117

 Agreement to Convert Debt -Power

 (64)

 10.118

 Agreement to Convert Debt -Gibbs

 (65)

 10.119

 Agreement to Convert Debt - Power

 (66)

 10.120

 Certificate of Amendment to Certificate of Amended and Restated Certificate of Incorporation

 (67)

 10.121

 Consulting Agreement - Minnick

 (68)

 10.122

 First Amendment to Option Agreement

 (69)

 10.123

 Share Purchase Agreement dated December 27, 2021

 (70)

 10.124

 Consent of Smythe LLP

 (71)

 10.125

 Share Purchase Agreement

 (71)

 10.126

 Registration Rights Agreement

 (2)

 Code of Ethics

 Insider Trading Policy

 (1)

 21.0

 List of Subsidiaries

 #

 31.1

 Certification of the Chief Executive Officer required by Section 13a-14(a) of the Exchange Act.

 #

 31.2

 Certification of the Chief Financial Officer required by Section 13a-14(a) of the Exchange Act.

 #

 32.1

 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 #

 32.2

 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 __________________

 (1)

 Incorporated by reference from the Company's Registration Statement on Form SB-2, SEC File No. 121351 as declared effective by the Commission on February 14, 2006.

 (2)

 Incorporated by reference from the Company's Annual Report on Form 10-KSB for the year ended December 31, 2006, and filed with the Commission on April 24, 2007.

 (3)

 Incorporated by reference from the Company's Current Report on Form 8-K dated September 4, 2007 and filed with the Commission on September 14, 2007.

 (4)

 Incorporated by reference from the Company's Current Report on Form 8-K dated December 4, 2007 and filed with the Commission on December 6, 2007.

 (5)

 Incorporated by reference from the Company's Current Report on Form 8-K dated December 11, 2007 and filed with the Commission on December 18, 2007.

 (6)

 Incorporated by reference from the Company's Current Report on Form 8-K dated March 12, 2008 and filed with the Commission on March 14, 2008.

 (7)

 Incorporated by reference from the Company's Current Report on Form 8-K dated December 31, 2008 and filed with the Commission on January 6, 2009.

 (8)

 Incorporated by reference from the Company's Current Report on Form 8-K dated February 11, 2009 and filed with the Commission on February 13, 2009.

 (9)

 Incorporated by reference from the Company's Current Report on Form 8-K dated March 2, 2009 and filed with the Commission on March 5, 2009.

 (10)

 Incorporated by reference from the Company's Annual Report on Form 10-K dated December 31, 2009 and filed with the Commission on April 14, 2009.

 (11)

 Incorporated by reference from the Company's Current Report on Form 8-K dated April 28, 2009 and filed with the Commission on May 6, 2009.

 (12)

 Incorporated by reference from the Company's Current Report on Form 8-K dated June 15, 2009 and filed with the Commission on June 19, 2009.

 (13)

 Incorporated by reference from the Company's Current Report on Form 8-K dated June 26, 2009 and filed with the Commission on July 2, 2009.

 (14)

 Incorporated by reference from the Company's Current Report on Form 8-K dated December 14, 2009 and filed with the Commission on December 18, 2009.

 (15)

 Incorporated by reference from the Company's Current Report on Form 8-K dated January 5, 2010 and filed with the Commission on January 7, 2010.

 (16)

 Incorporated by reference from the Company's Current Report on Form 8-K dated March 11, 2010 and filed with the Commission on March 15, 2010.

 (17)

 Incorporated by reference from the Company's Current Report on Form 8-K dated June 25, 2010 and filed with the Commission on June 25, 2010.

 (18)

 Incorporated by reference from the Company's Current Report on Form 8-K dated June 30, 2010 and filed with the Commission on July 28, 2010.

 (19)

 Incorporated by reference from the Company's Current Report on Form 8-K dated August 3, 2010 and filed with the Commission on August 4, 2010.

 (20)

 Incorporated by reference from the Company's Current Report on Form 8-K dated August 20, 2010 and filed with the Commission on August 23, 2010.

 (21)

 Incorporated by reference from the Company's Current Report on Form 8-K dated August 20, 2010 and filed with the Commission on August 30, 2010.

 (22)

 Incorporated by reference from the Company's Current Report on Form 8-K/A dated August 20, 2010 and filed with the Commission on November 1, 2010.

 (23)

 Incorporated by reference from the Company's Current Report on Form 8-K dated November 15, 2010 and filed with the Commission on November 17, 2010.

 (24)

 Incorporated by reference from the Company's Current Report on Form 8-K dated December 31, 2010 and filed with the Commission on January 6, 2011

 (25)

 Incorporated by reference from the Company's Current Report on Form 8-K dated March 2, 2011 and filed with the Commission on March 7, 2011.

 (26)

 Incorporated by reference from the Company's Current Report on Form 8-K dated April 1, 2011 and filed with the Commission on June 2, 2011.

 (27)

 Incorporated by reference from the Company's Current Report on Form 8-K dated August 1, 2011 and filed with the Commission on August 3, 2011.

 (28)

 Incorporated by reference from the Company's Current Report on Form 8-K dated August 22, 2011 and filed with the Commission on September 9, 2011.

 (29)

 Incorporated by reference from the Company's Current Report on Form 8-K dated October 26, 2011 and filed with the Commission on January 4, 2012.

 (30)

 Incorporated by reference from the Company's Current Report on Form 8-K dated December 15, 2011 and filed with the Commission on January 5, 2012.

 (31)

 Incorporated by reference from the Company's Current Report on Form 8-K dated February 2, 2012 and filed with the Commission on February 9, 2012.

 (32)

 Incorporated by reference from the Company's Current Report on Form 8-K dated March 18, 2012 and filed with the Commission on March 23, 2012.

 (33)

 Incorporated by reference from the Company's Current Report on Form 8-K/A dated February 2, 2012 and filed with the Commission on March 26, 2012.

 (34)

 Incorporated by reference from the Company's Current Report on Form 8-K dated April 27, 2012 and filed with the Commission on May 2, 2012.

 (35)

 Incorporated by reference from the Company's Current Report on Form 8-K dated May 10, 2012 and filed with the Commission on May 16, 2012.

 (36)

 Incorporated by reference from the Company's Current Report on Form 8-K dated May 22, 2012 and filed with the Commission on May 25, 2012

 (37)

 Incorporated by reference from the Company's Current Report on Form 8-K dated June 16, 2012 and filed with the Commission on June 19, 2012.

 (38)

 Incorporated by reference from the Company's Current Report on Form 8-K dated July 18, 2012 and filed with the Commission on July 19, 2012.

 (39)

 Incorporated by reference from the Company's Current Report on Form 8-K dated November 28, 2012 and filed with the Commission on November 29, 2012.

 (40)

 Incorporated by reference from the Company's Current Report on Form 8-K dated June 5, 2013 and filed with the Commission on June 6, 2013.

 (41)

 Incorporated by reference from the Company's Current Report on Form 8-K dated December 19, 2013 and filed with the Commission on December 23, 2013.

 (42)

 Incorporated by reference from the Company's Current Report on Form 8-K dated December 31, 2013 and filed with the Commission on January 2, 2014.

 (43)

 Incorporated by reference from the Company's Current Report on Form 8-K dated January 21, 2015 and filed with the Commission on January 21, 2015.

 (44)

 Incorporated by reference from the Company's Current Report on Form 8-K dated December 31, 2014 and filed with the Commission on March 31, 2015.

 (45)

 Incorporated by reference from the Company's Current Report on Form 8-K dated May 5, 2015 and filed with the Commission on May 6, 2015.

 (46)

 Incorporated by reference from the Company's Current Report on Form 8-K dated March 10, 2016 and filed with the Commission on March 15, 2016.

 (47), (48)

 Incorporated by reference from the Company's Current Report on Form 8-K dated September 12, 2016 and filed with the Commission on October 14, 2016.

 (49)

 Incorporated by reference from the Company's Current Report on Form 8-K dated June 27, 2018 and filed with the Commission on June 28, 2018.

 (50)

 Incorporated by reference from the Company's Current Report on Form 8-K dated July 31, 2018 and filed with the Commission on August 6, 2018.

 (51)

 Incorporated by reference from the Company's Current Report on Form 8-K dated March 1, 2007 and filed with the Commission on March 8, 2007

 (52)

 Incorporated by reference from the Company's Current Report on Form 8-K dated November 5, 2019 and filed with the Commission on November 6, 2019.

 (53), (54)

 Incorporated by reference from the Company's Current Report on Form 8-K dated February 21, 2020 and filed with the Commission on February 24, 2020.

 (55), (56)

 Incorporated by reference from the Company's Current Report on Form 8-K dated April 28, 2020 and filed with the Commission on April 29, 2020.

 (57), (58)

 Incorporated by reference from the Company's Current Report on Form 8-K dated August 3, 2020 and filed with the Commission on August 31, 2020.

 (59)

 Incorporated by reference from the Company's Current Report on Form 8-K dated October 19, 2020 and filed with the Commission on October 19, 2020.

 (60)

 Incorporated by reference from the Company's Current Report on Form 8-K dated October 22, 2020 and filed with the Commission on October 28, 2020.

 (61)

 Incorporated by reference from the Company's Current Report on Form 8-K dated December 15, 2020 and filed with the Commission on December 21, 2020.

 (62), (63), (64), (65)

 Incorporated by reference from the Company's Current Report on Form 8-K dated December 21, 2020 and filed with the Commission on January 5, 2021.

 (66)

 Incorporated by reference from the Company's Current Report on Form 8-K dated January 21, 2021 and filed with the Commission on January 27, 2021.

 (67)

 Incorporated by reference from the Company's Current Report on Form 8-K dated May 6, 2021 and filed with the Commission on May 12, 2021.

 (68)

 Incorporated by reference from the Company's Current Report on Form 8-K dated November 10, 2021 and filed with the Commission on November 15, 2021.

 (69)

 Incorporated by reference from the Company's Current Report on Form 8-K dated December 27, 2021 and filed with the Commission on January 6, 2022.

 (70)

 Incorporated by reference from the Company's Current Report on Amended Form 8-K/A dated December 27, 2021 and filed with the Commission on March 14, 2022.

 (71)

 Incorporated by reference from the Company's Current Report on Form 8-K dated December 22, 2023 and filed with the Commission on December 28, 2022.

 #

 Filed herewith

 ##

 Furnished, not filed.

 Page

 Report of Independent Registered Public Accounting Firm For the Year Ended December 31, 2024 PCAOB ID 00 731

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders and Directors of

 Athena Gold
Corporation

 Opinion on the Consolidated
Financial Statements

 We have audited the accompanying
consolidated balance sheets of Athena Gold Corporation (the "Company") as of December 31, 2024 and 2023, and the related consolidated
statements of operations, stockholders' deficit, and cash flows for the years ended December 31, 2024 and 2023, and the related
notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations
and its cash flows for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the
United States of America.

 Going Concern

 The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the
Company has a working capital of approximately $340,000. 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. Management plans in regard to these matters are also described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are
the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing
procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.

 We have served as the Company's
auditor since 2023.

 /s/ DAVIDSON & COMPANY LLP

 Chartered Professional
Accountants

 Vancouver, Canada

 1200 -
609 Granville Street, P.O. Box 10372, Pacific Centre, VAncouver, B.C., Canada V7Y 1G6

 Telephone (604) 687-0947 Davidson-co.com

 F- 2

 CONSOLIDATED BALANCE SHEETS

 (EXPRESSED IN US DOLLARS)

 12/31/24

 12/31/23

 Assets

 Current assets

 Cash

 $
 242,082

 $
 2,808

 Prepaid expenses

 115,561

 45,647

 Investment in securities

 376,323

 Total current assets

 733,966

 48,455

 Other assets

 Investment in securities

 496,400

 Prepaid expenses

 17,380

 Mineral rights

 6,241,114

 6,196,114

 Total other assets

 6,258,494

 6,692,514

 Total assets

 $
 6,992,460

 $
 6,740,969

 Liabilities and Stockholders' Equity

 Current liabilities

 Accounts payable

 $
 133,115

 $
 144,695

 Accounts payable - related party

 4,956

 100,500

 Advanced deposits

 46,000

 Warrant and option liability

 251,549

 29,151

 Total current liabilities

 389,620

 320,346

 Long term liabilities

 Note payable and accrued interest - related party

 103,419

 Warrant liability

 344,965

 102,811

 Total long term liabilities

 448,384

 102,811

 Total liabilities

 838,004

 423,157

 Stockholders' equity

 Preferred stock, $.0001 par value, 5,000,000 shares authorized, none outstanding

 Common stock - $ 0.0001 par value; 250,000,000 shares authorized, 194,803,633 and 167,138,069 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively

 19,479

 16,714

 Additional paid in capital

 17,861,545

 17,391,148

 Accumulated deficit

 ( 11,726,568
)

 ( 11,090,050
)

 Total stockholders' equity

 6,154,456

 6,317,812

 Total liabilities and stockholders' equity

 $
 6,992,460

 $
 6,740,969

 Commitments and contingencies (Note 5)

 See accompanying notes to the financial statements.

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS

 (EXPRESSED IN US DOLLARS)

 Twelve Months Ended

 12/31/24

 12/31/23

 Operating expenses

 Exploration, evaluation and project expenses

 $
 186,764

 $
 351,132

 General and administrative expenses

 425,353

 432,460

 Total operating expenses

 612,117

 783,592

 Net operating loss

 ( 612,117
)

 ( 783,592
)

 Interest income

 2,598

 Interest expense

 ( 3,419
)

 Realized loss on investment

 ( 12,452
)

 Unrealized gain (loss) on investment

 ( 36,384
)

 Revaluation of warrant liability

 27,854

 1,393,742

 Net income (loss)

 $
)

 $

 Weighted average common shares outstanding – basic and diluted

 175,799,549

 146,153,300

 Income (loss) per common share – basic and diluted

 $
 ( 0.00
)

 $
 0.00

 See accompanying notes to the financial statements.

 F- 4

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
DEFICIT

 (EXPRESSED IN US DOLLARS)

 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

 Private placement, net

 14,500,000

 1,450

 742,710

 744,160

 Warrant liability

 ( 525,884
)

 ( 525,884
)

 Stock based compensation

 Common stock issued for investment in securities

 16,546,669

 1,655

 494,745

 496,400

 Net income

 December 31, 2023

 167,138,069

 $
 16,714

 $
 17,391,148

 $
 ( 11,090,050
)

 $
 6,317,812

 Private placement, net

 26,080,000

 2,606

 902,155

 904,761

 Warrant and option liability

 ( 492,405
)

 ( 492,405
)

 Stock issued to pay off debt

 985,564

 36,152

 36,251

 Stock based compensation

 600,000

 24,495

 24,555

 Net loss

)

)

 December 31, 2024

 194,803,633

 $
 19,479

 $
 17,861,545

 $
 ( 11,726,568
)

 $
 6,154,456

 See accompanying notes to the financial statements.

 F- 5

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 (EXPRESSED IN US DOLLARS)

 Twelve Months Ended

 12/31/24

 12/31/23

 Cash flows from operating activities

 Net income (loss)

 $
)

 $

 Adjustments to reconcile net loss to net cash used in operating activities

 Revaluation of warrant and option liability

 ( 27,854
)

 ( 1,393,742
)

 Realized loss on investments

 12,452

 Unrealized loss on investments

 36,384

 Shares issued for services

 Share based compensation

 24,555

 Change in operating assets and liabilities:

 Prepaid expense

 ( 87,294
)

 ( 13,447
)

 Accounts payable and accrued liabilities

 24,672

 Accounts payable - related party

 ( 12,447
)

 70,494

 Advanced deposits

 Net cash used in operating activities

 ( 666,050
)

 ( 696,217
)

 Cash flows from investing activities

 Purchase of mineral properties

 ( 45,000
)

 Proceeds from sale of investments

 71,241

 Net cash used in investing activities

 26,241

 Cash flows from financing activities

 Loan from related parties

 20,322

 25,000

 Deposits for future private placement

 ( 46,000
)

 46,000

 Payments on notes payable

 ( 106,210
)

 Proceeds from private placement of stock, net

 904,761

 719,160

 Net cash provided by financing activities

 879,083

 683,950

 Net decrease in cash

 239,274

 ( 12,267
)

 Cash, beginning of period

 2,808

 15,075

 Cash, end of period

 $
 242,082

 $
 2,808

 Noncash investing and financing activities

 Interest and taxes paid

 $

 $

 Stock issued to pay off debt

 $
 36,251

 $
 25,000

 Common stock issued for investment in securities

 $

 $
 496,400

 Broker warrants issued

 $

 $
 7,954

 Warrant and option liability recognition

 $
 492,405

 $
 525,884

 See accompanying notes to the financial statements.

 F- 6

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 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 subsidiary, Nubian Resources USA ("Nubian USA") and 80% owned 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 December 31, 2024, the Company has a working
capital of approximately $ 340,000. 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. Upon completion of our planned merger and redomestication to British Columbia from Delaware, we plan to sell additional
common shares to raise capital for our exploration plans.

 F- 7

 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 December 31, 2024, the Company's cash balance was approximately $ 240,000. To reduce
its 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 Judgements 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 in stock options 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.

 F- 8

 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, 2024, and December 31, 2023. The tax returns are generally open for IRS examination for three years from the date the return was filed
or the due date of the return, whichever is later.

 F- 9

 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 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 issued is required to be classified as equity or as a derivative liability.

 Certain warrants 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.

 F- 10

 Earnings (Loss) per Common Share

 The following table shows basic and diluted earnings
per share:

 Schedule of basic and diluted earnings
per share

 Twelve Months Ended

 Basic and diluted earnings (loss) per common share

 Earnings (loss)

 $
)

 $

 Basic weighted average shares outstanding

 175,799,549

 146,153,300

 Assumed conversion of dilutive shares

 Diluted weighted average common shares outstanding, assuming conversion of common stock equivalents

 175,799,549

 146,153,300

 Basic earnings (loss) per common share

 $
 0.00

 $
 0.00

 Diluted earnings (loss) per common share

 $
 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

 December 31, 2024

 Dilutive shares - In the money

 Anti-dilutive shares - Out of the money

 Total

 Options

 Warrants

 36,510,303

 36,510,303

 Restricted stock units

 300,000

 300,000

 Total

 42,040,303

 42,040,303

 December 31, 2023

 Dilutive shares - In the money

 Anti-dilutive shares - Out of the money

 Total

 Options

 Warrants

 39,391,053

 39,391,053

 Restricted stock units

 300,000

 300,000

 Total

 44,921,053

 44,921,053

 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.

 F- 11

 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.

 The Company's exploration and development
activities may be affected by existing or threatened medical pandemics, such as the novel coronavirus (COVID-19). A government may impose
strict emergency measures in response to the threat or existence of an infectious disease, such as the emergency measures imposed by governments
of many countries and states in response to the COVID-19 virus pandemic. As such, there are potentially significant economic and social
impacts of infectious diseases, including but not limited to the inability of the Company to develop and operate as intended, shortage
of skilled employees or labor unrest, inability to access sufficient healthcare, significant social upheavals or unrest, disruption to
operations, supply chain shortages or delays, travel and trade restrictions, government or regulatory actions or inactions (including
but not limited to, changes in taxation or policies, or delays in permitting or approvals, or mandated shut downs), declines in the price
of precious metals, capital markets volatility, availability of credit, loss of investor confidence and impact on economic activity in
affected countries or regions. In addition, such pandemics or diseases represent a serious threat to maintaining a skilled workforce in
the mining industry and could be a major health-care challenge for the Company. There can be no assurance that the Company or the Company's
personnel will not be impacted by these pandemic diseases and the Company may ultimately see its workforce productivity reduced or incur
increased medical costs/insurance premiums as a result of these health risks. COVID-19 is rapidly evolving and the effects on the mining
industry and the Company are uncertain. The Company may not be able to accurately predict the impact of infectious disease, including
COVID-19, or the quantum of such risks. There can be no assurance that the Company will not be impacted by adverse consequences that may
be brought about by pandemics on global financial markets, which may reduce resources, share prices and financial liquidity, and may severely
limit the financing capital available to the Company.

 Recent Accounting Pronouncements

 In November 2023, the FASB issued ASU 2023-07,
Segment Reporting – Improvements to Reportable Segments Disclosures. The amendments enhance disclosures of significant segment expenses
by requiring disclosure of significant segment expenses regularly provided to the chief operating decision maker (CODM), extend certain
annual disclosures to interim periods, and permit more than one measure of segment profit or loss to be reported under certain conditions.
The amendments are effective for the Company in fiscal years beginning after December 15, 2023, and interim periods within fiscal years
beginning after December 15, 2024. Early adoption of the amendment is permitted, including adoption in any interim periods for which financial
statements have not been issued. The Company adopted ASU 2023-07 effective as of December 31, 2024, and the segment disclosures in Note
8 are reflective of that adoption.

 F- 12

 Accounting pronouncements not yet adopted

 In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which improve the transparency of disclosures related to the income
tax rate reconciliation and income taxes paid. The amendments are effective for the Company in fiscal years beginning after December 15,
2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company
is currently evaluating the guidance and its impact to the financial statements.

 In November 2024, the FASB issued ASU 2024-03,
Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income
Statement Expenses, which requires all public entities to disclose information about purchases of inventory, employee compensation, depreciation,
intangible asset amortization, and depletion for each income statement line item that contains those expenses. The amendments are effective
for the Company in fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 27,
2027. Early adoption is permitted on either a prospective or retrospective basis. The Company is currently evaluating the guidance and
its impact to the 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. The total consideration paid was $ 45,000
and a 3% NSR.

 Oneman Lake and Laird Lake Projects

 Effective October 1, 2024, Athena entered into
a definitive agreement to acquire two early exploration stage projects located in Ontario Canada under the following terms:

 Pursuant to the Definitive Agreement, Athena Gold
acquired up to a 100 % interest in two mining properties, consisting of 218 mining claims covering approximately 4,736 hectares (the "Properties").
The Properties are comprised of two projects: one known as the Oneman Lake Project located near Kenora, Ontario and the other known as
the Laird Lake Project in Red Lake, Ontario. Pursuant to an option agreement dated August 19, 2024, with Bounty Gold Corp. ("Bounty
Gold"), The Properties were acquired from Libra Lithium Corp. which earned 100 % ownership of the Oneman Lake Project and had the
exclusive option to acquire the Laird Lake Project (the "Option") subject to certain terms and conditions. Bounty Gold has
consented to the transfer of the Properties from Libra Lithium Corp. to Athena Gold.

 F- 13

 All parties to this transaction are arm's
length.

 As consideration of the Properties, Athena Gold
issued 43,865,217 common shares in the capital of Athena Gold's wholly owned subsidiary, Nova Athena Gold Corp. to Libra, at a value
of $ Nil. The value of the transaction was determined by reference to the fair value of Nova's common shares; these shares do not
trade publicly and therefore were determined based on Level 3 inputs.

 Athena Gold has assumed all obligations of the
Option to Bounty Gold to acquire the Laird Lake Project in consideration of the following cash payments and share issuances over the course
of five years (which may be accelerated at Athena Gold's option):

 a.
of CAD $ 50,000 in cash on or before August 19, 2025, of which up to 50% of such payment may be made in the form of common shares in the
capital of Athena Gold;

 b.
of CAD $ 50,000 in cash on or before the August 19. 2026, of which up to 50% of such payment may be made in the form of common shares
in the capital of Athena Gold;

 c.
of CAD $ 50,000 in cash on or before August 19, 2027, of which up to 50% of such payment may be made in the form of common shares in the
capital of Athena Gold;

 d.
of CAD $ 50,000 in cash on or before August 19, 2028, of which up to 50% of such payment may be made in the form of common shares in the
capital of Athena Gold; and

 e.
of CAD $ 1,000,000 in cash on or before August 19, 2029, or alternatively

 i.
 payment of 75% in cash and the issuance of common shares in the capital of Athena Gold equal to 25% of
the payment, for a total payment of CAD $1,250,000;

 ii.
 payment of 50% in cash and the issuance of common shares in the capital of Athena Gold equal to 50% of
the payment, for a total payment of CAD $1,500,000; or

 iii.
 payment of 25% in cash and the issuance of common shares in the capital of Athena Gold equal to 75% of
the payment, for a total payment of CAD $1,750,000.

 In the event that Athena Gold pays any of the
payments to Bounty Gold in the form of both cash and common shares, the price per share will be determined with the number of shares being
based on a per share deemed issue price equal to the 30-day VWAP of the shares for the period of any twenty (20) consecutive trading days
on the Canadian Securities Exchange ending on the date that is three business days prior to the date of issuance of the additional common
shares.

 Upon completion of the above obligations by Athena
Gold, Bounty Gold will retain a 2% NSR on the Properties, of which 1% may be purchased by Athena Gold for CAD $ 1,000,000 at any time.

 Note 3 – Common Stock and Warrants

 On December 23, 2024, the Company completed the
third tranche of a non-brokered private offering consisting of CAD$ 131,000 of its Units at a purchase price of CAD$0.05 per Unit for
a total of 2,620,000 Units. Each Unit consisted of one share of Common Stock and one-half common stock purchase warrant ("Warrant").
Each whole Warrants exercisable for three years to purchase one additional share of Common Stock at a price of CAD$0.12 per share. The
transaction is part of the Company's unregistered private offering of up to CAD$1,000,000 in Units at a price of CAD$0.05 per Unit.

 F- 14

 On December 3, 2024, the Company completed the second tranche of a
non-brokered private offering consisting of CAD$ 323,000 of its Units at a purchase price of CAD$0.05 per Unit for a total of 6,460,000
 Units. Each Unit consisted of one share of Common Stock and one-half common stock purchase warrant. Each whole Warrants exercisable for
three years to purchase one additional share of Common Stock at a price of CAD$0.12 per share. The transaction is part of the Company's
unregistered private offering of up to CAD$1,000,000 in Units at a price of CAD$0.05 per Unit.

 On October 25, 2024, the Company completed the first tranche of a non-brokered
private offering consisting 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. Each whole Warrants exercisable for three years
to purchase one additional share of Common Stock at a price of CAD$0.12 per share. The transaction is part of the Company's unregistered
private offering of up to CAD$1,000,000 in Units at a price of CAD$0.05 per Unit.

 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 one year 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.

 Effective December 29, 2023, the Company
completed the sale of an aggregate of 16,546,699
shares of its Common Stock to a corporation incorporated under the laws of Ontario ("Vendor") in consideration of the
assignment by Vendor to the Company of an aggregate of 10 million shares of Common Stock of Nubian.

 In April 2023 the Company completed a private placement in which we
sold 14,500,000 units. Each unit was priced at C$0.07 and consisted of one share of the Company's common stock and one
stock purchase warrant granting the holder the right to purchase one additional share of common stock at a price of C$0.10. The warrants
expire April 24, 2025. All securities issued in connection with the offering are subject to restrictions on resale in Canada and the United
States pursuant to applicable securities laws and the policies of any applicable stock exchange. An additional 220,303 broker
warrants were granted to a Canadian broker and C$7,921 as a placement fee. We realized total proceeds of $ 744,160 net of offering
costs.

 During January 2023, the Company executed a
promissory note with John Gibbs, a related party discussed in Note 6, for $ 25,000.
The Company issued 357,143
shares at C$0.07 per share as a part of the April 2023 private placement to settle this note payable.

 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 December 31, 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.

 F- 15

 As of December 31, 2024:

 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

 $
 49,116

 246 %

 6,250,000

 4/24/2023

 4/24/2025

 $ 0.10

 171,161

 245 %

 14,500,000

 1/17/2024

 1/17/2025

 $ 0.05

 18,838

 119 %

 5,000,000

 10/25/2024

 10/25/2027

 196,305

 244 %

 6,000,000

 12/3/2024

 12/3/2027

 105,759

 240 %

 3,230,000

 12/23/2024

 12/23/2027

 42,901

 238 %

 1,310,000

 $
 584,080

 36,290,000

 Broker Warrants

 4/24/2023

 4/24/2025

 $ 0.10

 7,954

 117 %

 220,303

 $
 7,954

 220,303

 Note: Subscription warrants issued 1/17/2024 expired on 1/17/2025,
subsequent to year end.

 As of December 31, 2023:

 Issue Date

 Expiration Date

 Exercise Price (CAD)

 Valuation

 Volatility

 Warrants Issued

 Subscription Warrants

 5/25/2021

 5/31/2024

 $
 6,210

 140 %

 6,250,000

 9/30/2021

 5/31/2024

 3,002

 136 %

 3,108,700

 4/14/2022

 4/13/2025

 21,707

 107 %

 6,250,000

 8/12/2022

 8/12/2024

 6,501

 120 %

 3,247,500

 8/31/2022

 8/31/2024

 5,182

 119 %

 2,300,000

 9/14/2022

 9/14/2024

 6,978

 119 %

 2,760,200

 10/24/2022

 10/24/2024

 1,278

 111 %

 4/24/2023

 4/24/2025

 $ 0.10

 81,104

 108 %

 14,500,000

 $
 131,962

 38,916,400

 Broker Warrants

 4/14/2022

 4/13/2024

 1,344

 138 %

 70,000

 8/31/2022

 8/31/2024

 6,312

 132 %

 104,250

 9/14/2022

 9/14/2024

 2,921

 134 %

 80,100

 4/24/2023

 4/24/2025

 $ 0.10

 7,954

 117 %

 220,303

 $
 18,531

 474,653

 F- 16

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

 Schedule of warrant exercised, issued and expired

 Total

 Balance at December 31, 2022

 24,935,560

 Exercised

 Issued

 14,720,303

 Expired

 ( 264,810
)

 Balance at December 31, 2023

 39,391,053

 Exercised

 Issued

 15,540,000

 Expired

 ( 18,420,750
)

 Balance at December 31, 2024

 36,510,303

 Weighted average exercise price

 $
 0.11

 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. Effective March 10, 2021, the Corporation adopted
a deferred compensation and equity award plan (the "Deferred Compensation Plan"). Restricted stock units awarded pursuant to
the Deferred Compensation Plan shall vest in the manner determined by the Board with respect to such award. Restricted stock units have
no voting rights, and no amount due or payable under the Deferred Compensation Plan or any interest in the Deferred Compensation Plan,
shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, garnishment, lien, levy or like encumbrance.

 A summary of the stock options and other share
based compensation as of December 31, 2024, and changes during the periods are presented below:

 Schedule of stock options

 SBC Expense - 12 Months Ended

 Grant Date

 Expiration Date

 Exercise Price

 Valuation

 Volatility

 Options Granted

 Expected Life (Yrs)

 3/22/2021

 3/22/2026

 $
 0.0900

 $
 190,202

 211 %

 2,000,000

 3.4

 $

 $
 14,262

 8/24/2022

 8/24/2032

 $
 0.0600

 $
 43,456

 178 %

 730,000

 5.5

 10/12/2022

 10/12/2032

 $
 0.0600

 $
 106,109

 162 %

 2,250,000

 5.5

 1/16/2023

 1/16/2028

 $
 0.0675

 $
 13,267

 174 %

 3.3

 12,712

 600,000 shares of common stock issued (see Related Party Transactions)

 24,000

 $
 24,555

 $

 F- 17

 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

 $

 Exercised

 Issued

 0.07

 4.0

 Canceled

 Balance at December 31, 2023

 $
 0.07

 Exercised

 Issued

 Canceled

 Balance at December 31, 2024

 $
 0.07

 5.0

 Options exercisable at December 31, 2024

 $
 0.07

 5.0

 As of December 31, 2024 there are 300,000 restricted
stock units outstanding that are fully vested.

 Note 5 – Commitments and Contingencies

 Ontario Claim holders must satisfy required annual
units of assessment work to keep their claims in good standing. They must perform early exploration
work and submit an assessment work report through the Mining Lands Administration System (MLAS). Current annual work commitment is CAD
$ 74,800 per annum on the Laird Lake claims. Assessment work has been completed to maintain these claims until January 2027.

 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, $ 30,000 was recorded
as management fees and are included in general and administrative expenses in the accompanying consolidated statements of operations for
the years ended December 31, 2024 and 2023.

 The Company paid the Chief Financial Officer for
consulting services $ 36,810 and $ 28,033 for the years ended December 31, 2024 and 2023, respectively

 Director Fees

 All four members of the board each received $ 7,500
for the year ended December 31, 2023 for a total of $ 30,000.

 Stock based compensation

 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 resulting in SBC expense of $ 24,000 for the year ended December 31, 2024.

 F- 18

 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 $ 10,989 for
the year ended December 31, 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 $ 6,000 and
$ 100,000 as
of December 31, 2024 and 2023, respectively for expense reports and other 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 (Note 3). The amount was converted into equity as part of the April 2023
private placement.

 Note 8 – Income Taxes

 The effective income tax rate consisted of the
following:

 Schedule of effective income tax rate

 2024

 2023

 Federal statutory income tax rate on net income/loss

 21.0 %

 21.0 %

 State statutory income tax rate on net income/loss

 7.0 %

 8.8 %

 Permanent differences

 1.2 %

 0.0 %

 Change in valuation allowance

 - 76.7 %

 - 24.9 %

 Prior year adjustments

 47.5 %

 0.0 %

 Effective tax rate

 0.0 %

 0.0 %

 Reconciliation of income tax expense:

 Schedule of reconciliation of income tax expense

 2024

 2023

 Expected federal income tax expense (benefit) at statutory rate

 $
 ( 133,669
)

 $
 128,677

 Expected state income tax expense (benefit) at statutory rate

 ( 44,452
)

 54,167

 Adjustment to prior years provision versus statutory tax returns

 ( 302,056
)

 ( 158,826
)

 Permanent difference related to warrant revaluations

 ( 7,795
)

 Change in valuation allowance

 487,791

 ( 24,018
)

 Income tax benefit

 $

 $

 F- 19

 The components of the deferred tax assets are as follows:

 2024

 2023

 Deferred tax assets:

 Federal and state net operating loss carryovers

 $
 3,335,937

 $
 3,366,577

 Warrant revaluation

 (519,466
)

 Stock compensation

 123,347

 124,202

 Total deferred tax asset

 3,459,284

 2,971,313

 Less: valuation allowance

 (3,459,284
)

 (2,971,313
)

 Deferred tax asset

 $

 $

 The Company has approximately a $ 11,921,000 and
$ 11,282,000 net operating loss carryover as of December 31, 2024, and December 31, 2023, respectively. The net operating loss may offset
against taxable income, with $ 4,963,000 of the net operating loss carryover begins expiring in 2027 and $ 6,958,000 with no expiry date
may be subject to U.S. Internal Revenue Code Section 382 limitations.

 The Company has provided a valuation allowance
that eliminates the deferred tax asset as of December 31, 2024, and 2023, as the likelihood of the realization of the tax benefits cannot
be determined.

 The Company and our subsidiaries file annual US
Federal income tax returns and annual income tax returns for the state of California. Income taxing authorities have conducted no formal
examinations of our past Federal or state income tax returns and supporting records.

 Note 9 – Segmented Information

 The Company is managed as one reportable segment:
North America. The North American segment conducts exploration and evaluation activities at the Company's principal assets, the
Excelsior Springs, Laird Lake and Oneman Lake projects. This segment does not presently report any revenues from operations. Through this
segment, the Company seeks to position its projects as development opportunities within the gold, silver, and other metals sectors.

 The Company's Chief Operating Decision Maker
is the Chief Executive Officer ("CODM"). The CODM uses the consolidated statement of operations and comprehensive income (loss)
as the measure of segment profit and loss to assess performance and allocate resources. The measure of segment assets is reported on the
consolidated balance sheets as "Total assets" and the measure of segment capital expenditures is reported on the consolidated
statements of cash flows as "Acquisition of mineral properties."

 The Company reported no revenues during the years
ended December 31, 2024, or 2023. The geographic location of all long lived assets as described in Note 2:

 Schedule of geographic location of all long lived assets

 Twelve months ending

 Exploration, evaluation and project expenses

 $
 186,764

 $
 351,132

 General and administrative expenses

 Legal and other professional fees

 291,836

 315,521

 Share based compensation

 24,555

 Stock exchange fees and related expenses

 56,110

 56,827

 Other general expenses

 52,853

 33,139

 Sub-Total

 425,353

 432,460

 Other

 55,341

 ( 1,396,340
)

 Net (income) loss

 $
 667,458

 $
 ( 612,748
)

 Note 10 – Subsequent Events

 On March 27, 2025 the shareholders of the Company
approved the redomestication of the Company in the Province of British Columbia, Canada by merger into a British Columbia corporation
and elected Koby Kushner and David Goodman to the Board of Directors.

 F- 20

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amended annual report to be signed on its behalf by
the undersigned, thereunto duly authorized.

 Date: April 8, 2025

 By: /s/
 Koby Kushner

 Koby Kushner

 Chief Executive Officer, President & Director

 (Principal Executive Officer)

 Date: April 8, 2025

 By: /s/ Tyler Minnick

 (Principal Accounting Officer)

 Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 SIGNATURE

 TITLE

 DATE

 /s/ Koby Kushner

 Chief Executive Officer, President & Director

 Koby Kushner

 (Principal Executive Officer)

 /s/ Brian Power

 /s/ John C Power

 Director & Secretary

 John C Power

 /s/ David Goodman

 David Goodman

 /s/ John Hiner

 John Hiner

 /s/ Tyler Minnick

 (Principal Accounting Officer)