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, 2023

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

 For the transition period from ____________
to ____________

 Commission file number: 000-51808

 ATHENA
GOLD CORPORATION

 (Exact Name of Registrant as specified in its
Charter)

 Delaware

 (State or other jurisdiction of incorporation or organization)

 90-0775276

 (IRS Employer Identification number)

 2010A
 Harbison Drive # 312, Vacaville,
 CA

 (Address of principal executive
 offices)

 95687

 (Zip Code)

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

 Securities registered 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: $ 9,035,484
 based upon the last sale price of $0.06 as reported on the OTC.QB effective June 30, 2023.

 The number of shares outstanding of the registrant's common
stock, as of March 27, 2024, is 172,823,633.

 DOCUMENTS INCORPORATED
BY REFERENCE

 None.

 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.

 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.

 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. 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.

 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 191 unpatented mining claims
and two patented mining claims. All of the claims are held by 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 Property 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.

 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.

 The Excelsior Springs project now consists of 191 BLM unpatented claims
and 2 patented claims or approximately 3,900 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.

 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

 Feet 2

 Azimuth

 Decline

 Gold

 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

 Feet 2

 Meters 2

 Azimuth

 Decline

 Au

 Ag

 Au
 Eq

 Cu

 Pb 4

 Zn 4

 Hole
 Depth

 Zone

 ID

 From

 To

 From

 To

 Degrees

 Degrees

 G/T

 G/T

 G/T

 %

 %

 %

 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

 Nominal gold cut off: 0.20 g/t.

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

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

 Geochemical analysis of anomalous base metals

 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

 Feet

 Meters

 Az

 Dip

 Au

 Ag

 Cu

 Pb

 Zn

 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.

 CROW
SPRINGS PROJECT

 Athena Gold Corp. entered into a memorandum of understanding in April
2022 with an independent geologist ("seller") to acquire seven unpatented mining claims and then staked four additional unpatented
mining claims for a total of eleven (11) 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 2024, Athena staked an additional nineteen (19)
BLM claims to expand the project size to thirty (30) claims or approximately 600 acres.

 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.

 OTHER NON-MATERIAL PROJECTS

 (a)

 PALMETTO PROSPECT

 Nubian Resources USA, Ltd. also holds four (4) unpatented mining claims
covering a prospect known as Palmetto located in the Railroad Springs Mining District in Esmeralda County, Nevada. The Company has no
current plans to explore the prospect and the claims are held for investment.

 (b) GAILLAC PROSPECT

 Athena Gold Corp. also holds five (5) unpatented mining claims covering
a prospect known as Gaillac located in in Esmeralda County, Nevada. The Company has no current plans to explore the prospect and the
claims are held for investment.

 The Company has no current plans to explore the
prospect and the claims are held for investment.

 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.

 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.

 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, 2023:

 Excelsior Springs Project – List of ES
Claims

 Claim Name

 NMC
 #

 Claimant

 Valid
 Until

 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

 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

 Claim Name

 NMC
 #

 Claimant

 Valid
 Until

 ES 68

 1045938

 Nubian
 Resources USA Ltd.

 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

 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

 Claim Name

 NMC
 #

 Claimant

 Valid
 Until

 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.

 Claim Name

 Serial Number

 Claimant

 Valid Until

 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

 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

 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

 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 Related to our Business

 Due to our history of operating losses our auditors have expressed
substantial doubt about our ability to continue as a going concern.

 Our financial statements have been prepared assuming that we will
continue as a going concern. Due to our continuing operating losses and negative cash flows from our operations, the report of our auditors
issued in connection with our financial statements for the years ended December 31, 2023, and 2022 contain explanatory paragraphs indicating
that the foregoing matters raised substantial doubt about our ability to continue as a going concern. We cannot provide any assurance
that we will be able to continue as a going concern.

 Uncontrollable events like the COVID-19 pandemic may negatively
impact our operations.

 The occurrence of an uncontrollable event such as the COVID-19 pandemic
may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit
access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact
our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact
of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.

 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 and Silver Saddle, 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.

 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 have not established that our properties contain any mineral reserve
according to recognized reserve guidelines, nor can there be any assurance that we will be able to do so. A mineral reserve is defined
by the SEC in Regulation SK 1300 as that part of a mineral deposit, which could be economically and legally extracted or produced at
the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements
of Regulation SK 1300 is extremely remote; in all probability our mineral properties do not contain any "reserves" and any
funds that we spend on exploration could be lost. Even if we do eventually discover a mineral reserve on our properties, there can be
no assurance that they can be developed into producing mines and extract those minerals. Both mineral exploration and development involve
a high degree of risk and few mineral properties which are explored are ultimately developed into producing mines.

 The commercial viability of an established mineral deposit will depend
on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the
mineral deposit to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of
these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral deposit
unprofitable.

 In order to demonstrate the existence of proven or probable reserves
under SEC guidelines, it would be necessary for us to advance the exploration of our Excelsior Springs Project by significant additional
delineation drilling to demonstrate the existence of sufficient mineralized material with satisfactory continuity which would provide
the basis for a feasibility study which would demonstrate with reasonable certainty that the mineralized material can be economically
extracted and produced. We do not have sufficient data to support a feasibility study with regard to the Excelsior Springs Project, and
in order to perform the drill work to support such feasibility study, we must obtain the necessary permits and funds to continue our
exploration efforts. It is possible that, even after we have obtained sufficient geologic data to support a feasibility study on the
Excelsior Springs Project, such study will conclude that none of the identified mineral deposits can be economically and legally extracted
or produced. If we cannot adequately confirm or discover any mineral reserves of precious metals on the Excelsior Springs Property, we
may not be able to generate any revenues. Even if we discover mineral reserves on the Excelsior Springs Property in the future that can
be economically developed, the initial capital costs associated with development and production of any reserves found is such that we
might not be profitable for a significant time after the initiation of any development or production. The commercial viability of a mineral
deposit once discovered is dependent on a number of factors beyond our control, including particular attributes of the deposit such as
size, grade and proximity to infrastructure, as well as metal prices. In addition, development of a project as significant as Excelsior
Springs will likely require significant debt financing, the terms of which could contribute to a delay of profitability.

 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 Excelsior Springs are successful, our
current estimates indicate that we would be required to raise at least $50 million in external financing to develop and construct the
Excelsior Springs Project. 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. There can be no assurance that we will commence
production at Langtry 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 Excelsior Springs Project.
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 by reference in this Form 10-K.

 We may not be able to obtain all of the permits required for development
of the Excelsior Springs Project.

 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 Excelsior Springs Project. 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 Property
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 Excelsior Springs Project are evaluated and based on which potential
mitigation measures would be proposed. If the Excelsior Springs Project 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 Excelsior Springs Project 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 million shares of common
stock and 5 million 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, if a public trading market develops.

 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.

 ITEM 1B – UNRESOLVED STAFF COMMENTS.

 None.

 ITEM 1C – CYBERSECURITY.

 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, 2023, 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, 2023, there were 167,138,069 Common Shares issued
and outstanding, and the Company had approximately 92 shareholders of record. On December 29, 2023, the closing price of the shares of
common stock as reported by the CSE was C$0.04 and on OTCQB was $0.03.

 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.

 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, 2023
and 2022

 A summary of our results from operations is as follows:

 Twelve Months Ended

 12/31/23

 12/31/22

 Operating expenses

 Exploration, evaluation and project expenses

 $
 351,132

 $
 617,262

 General and administrative expenses

 432,460

 682,512

 Total operating expenses

 783,592

 1,299,774

 Net operating loss

 (783,592
)

 (1,299,774
)

 Interest income

 2,598

 Interest expense

 (463
)

 Revaluation of warrant liability

 1,393,742

 616,579

 Net income (loss)

 $

 ($
 683,658
)

 Operating expenses:

 For the twelve months ending December 31, 2023, the Company decreased
general and administrative expenses by approximately $250,000. The decrease was due to the following year over year variances:

 Twelve
 months ending

 12/31/2023

 12/31/2022

 Variance

 Legal and other professional
 fees

 $316,000

 $318,000

 ($2,000)

 Share based compensation

 27,000

 231,000

 (204,000)

 Stock exchange fees and
 related expenses

 57,000

 115,000

 (58,000)

 Other general expenses

 32,000

 19,000

 13,000

 Total

 $432,000

 $683,000

 ($251,000)

 The decrease in legal and professional fees increase
 is associated with the acquisition and maintenance of the Excelsior Springs project and our listing on the Canadian Stock Exchange
 ("CSE") in 2021.

 The decrease in share-based compensation is due to
 the following: On October 12, 2022, the Company granted 2,250,000 options pursuant to the terms of the Company's Stock Option
 Plan. The Black Scholes option pricing model was used to estimate the aggregate fair value of the October 2022 options of $106,109
 as stock-based compensation. In addition, 675,000 shares were issued to officers and directors with a fair value of $33,750. On
 August 24, 2022, the Company granted 730,000 options pursuant to the terms of the Company's Stock Option Plan. The Black Scholes
 option pricing model was used to estimate the aggregate fair value of the August 2022 options of $43,456 as stock-based compensation.

 The decrease in stock exchange fees and related expenses was a result of fees paid in 2022 for assistance with private placements.

 The increase in other general expenses is due to an increase in travel expenses in 2023 when compared to 2022 for various investor
 meeting and other administrative expenses.

 For the year ended December 31, 2023, there was a variance of approximately
$266,000 for the same period in 2022 in exploration and evaluation expenses. During 2022, 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 2023.

 Other income and expense:

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

 12/31/2023

 12/31/2022

 April 2023

 $81,104

 $0

 October 2022

 1,278

 21,266

 September 2022

 6,978

 115,000

 August 2022

 11,683

 229,418

 April 2022

 21,707

 293,698

 September 2021

 3,002

 115,122

 May 2021

 6,210

 225,316

 Total

 $131,962

 $999,820

 April 2023 initial valuation

 525,884

 Revaluation of warrant
 liability

 $1,393,742

 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 April 2023 the Company completed a private
placement in which we sold 14,500,000 units. We realized total proceeds of $744,160 net of offering costs.

 During August, September and October 2022, the Company completed the
private placement of four tranches (August 12, 2022; August 31, 2022; September 14, 2022; October 28, 2022) in which we sold 8,807,700
units. We realized total proceeds of $529,908 net of offering costs.

 In April 2022 the Company completed a private
placement in which we sold 6,250,000 units. We realized total proceeds of $394,082 net of offering costs.

 Going Concern

 Our financial statements have been prepared on a going concern basis,
which assumes that we will be able to meet our obligations and continue our operations 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, 2023, we had approximately $3,000 of cash and a
negative working capital of approximately $243,000. This compares to cash on hand of approximately $15,000 and negative working capital
of approximately $230,000 at December 31, 2022.

 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, 2023, the capital structure of the Company consists
of 167,138,069 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, 2023. 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, 2023. 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, 2023, 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, 2023, 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

 John C. Power (1)

 CEO, President, Secretary
 and Director

 Brian Power (1)

 Director

 John Hiner

 Director

 CFO

 __________

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

 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 licensed geologist in the State of Washington (2002)
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).

 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.

 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.

 Board Meetings

 During the year ended December 31, 2023, 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, 2023, 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, 2023.

 Fees

 Earned or

 Paid in

 Cash

 Stock

 All Other

 Total

 Name

 ($)

 ($)*

 ($)*

 ($)

 ($)

 John C. Power **

 $0

 $0

 $0

 $0

 $0

 Brian Power

 $0

 $0

 $0

 $0

 John Hiner

 $0

 $0

 $0

 $0

 Markus Janser

 $0

 $0

 $0

 $0

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

 ** Compensation disclosed in Executive Compensation table.

 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

 Nonqualified

 Name and

 Stock

 Non-Equity

 Deferred

 All Other

 Principal

 Salary

 Bonus

 Incentive Plan

 Total

 Position

 Year

 ($)

 ($)

 ($) (1)

 ($) (1)

 Earnings

 ($)

 ($)

 (a)

 (b)

 (c)

 (d)

 (e)

 (f)

 (g)

 (h)

 (i)

 (j)

 John C. Power

 2023

 $30,000

 $0

 $0

 $0

 $0

 $0

 $37,500

 Chief Executive Officer

 2022

 $30,000

 $0

 $23,580

 $0

 $0

 $0

 $61,080

 2023

 $0

 $0

 $0

 $0

 $0

 $0

 $28,033

 $28,033

 Chief Financial Officer (2)

 2022

 $0

 $0

 $3,750

 $11,790

 $0

 $0

 $21,240

 $36,780

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

 (2) Mr. Minnick's Other Compensation were consulting
fees paid for his services as Chief Financial Officer.

 Employment Agreements

 We do not have any written employment agreements other than the above-referenced
consulting agreement with any of our executive officers; nor do we have or maintain key man life insurance on Mr. Power.

 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, 2023.

 Stock

 Name

 Number of

 Securities

 Underlying

 Unexercised

 Options:

 (#)

 Exercisable

 Number of

 Securities

 Underlying

 Unexercised

 Options:

 (#)

 Unexercisable

 Exercise

 Price ($)

 Expiration

 Date

 Number of

 Shares

 or Units

 of Stock

 that Have

 Not

 Vested (#)

 John C. Power

 $0

 Brian Power

 $0

 John Hiner

 $0

 Markus Janser

 $0

 $0

 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, 2023, 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.

 Amount

 Ownership as
 a

 and Nature of

 Percentage of

 Name and Address of

 Beneficial

 Outstanding

 Beneficial
 Owner (1)

 Ownership
 (2)

 Common
 Shares (3)

 John C. Power (4)

 10,963,238

 6.5%

 Brian Power (5)

 2,207,142

 1.3%

 John Hiner (6)

 1,436,000

 0.9%

 Tyler Minnick (7)

 475,000

 0.3%

 All officers and directors as a group (four persons)

 15,081,380

 8.8%

 Nubian Resources, Ltd.

 60,000,000

 34.9%

 2526 Yale Court

 Abbostford, BC V2S 8G9

 John Gibbs (8)

 43,446,612

 24.8%

 807 Wood N Creek

 Ardmore, OK 73041

 2176423 Ontario, Ltd.

 16,546,669

 9.9%

 150 1 First Canadian Place

 Toronto, ON M5X 1H3

 (1)

 Unless otherwise stated, address
 is 2010A Harbison Drive # 312, Vacaville, CA 95687.

 (2)

 Under SEC Rules, we include
 in the number of shares owned by each person the number of shares issuable under outstanding options or warrants if those options
 or warrants are exercisable within 60 days of the date of this prospectus. In calculating percentage ownership, we calculate the
 ownership of each person who owns exercisable options by adding (i) the number of exercisable options for that person only to (ii)
 the number of total shares outstanding and dividing that result into (iii) the total number of shares and exercisable options owned
 by that person.

 (3)

 Shares and percentages
 beneficially owned are based upon 167,138,069 shares outstanding on December 31, 2023

 (4)

 Includes 471,000 warrants and 500,000 options.

 (5)

 Includes 178,571 warrants and 1,000,000 options.

 (6)

 Includes 143,000 warrants and 1,000,000 options.

 (7)

 Includes 250,000 options.

 (8)

 Includes 5,655,000 shares
 owned by TriPower Resources, Inc., of which John D. Gibbs is President and controlling shareholder; includes 500,000 shares owned
 by Redwood Microcap Fund, of which Mr. Gibbs is a control person; and includes 7,863,773 warrants.

 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.

 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, 2023, and
2022 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:

 2023

 2022

 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

 $

 62,610

 $

 51,900

 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

 3,000

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

 5,635

 14,000

 Total fees

 $

 71,850

 $

 68,900

 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 12, 2023 the Board of Directors and Audit Committee
of the Company engaged the firm of Davidson & Company LLC as its independent registered certified accountants. Davidson & Company
was paid an audit retainer of $10,122 in 2023.

 ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 (1)

 2.1

 Asset
 Purchase and Sale Agreement dated October 8, 2004

 (1)

 2.2

 No. 1 to Asset Purchase and Sale Agreement

 (1)

 2.3

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

 (1)

 2.4

 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

 (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

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

 (1)

 10.10

 Note dated September 9, 2005, Tiffany Grace, Holder

 (1)

 10.11

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

 (1)

 10.12

 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

 (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

 Note dated March 12, 2008

 (6)

 10.37

 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

 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

 Note dated April 28, 2009 in favor of Clifford Neuman

 (11)

 10.46

 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

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

 (11)

 10.49

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

 (11)

 10.50

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

 (11)

 10.51

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

 (11)

 10.52

 Factoring
 Agreement dated April 28, 2009

 (12)

 10.53

 to Convert Debt Clifford L. Neuman PC

 (12)

 10.54

 to Convert Debt Clifford L. Neuman

 (12)

 10.55

 to Convert Debt John Power

 (12)

 10.56

 to Convert Debt Sea Ranch Lodge and Village, LLC

 (12)

 10.57

 to Convert Debt TriPower Resources, Inc.

 (12)

 10.58

 to Convert Debt TriPower Resources, Inc.

 (12)

 10.59

 to Convert Debt Redwood MicroCap Fund, Inc.

 (12)

 10.60

 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

 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

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

 (19)

 10.70

 Note John D. Gibbs dated August 3, 2010

 (20)

 10.71

 to Convert Debt – Clifford L. Neuman

 (21)

 10.72

 Agreements
 to Convert Debt – Donaldson and Kirby

 (22)

 10.73

 to Convert Debt – Clifford L. Neuman

 (23)

 10.74

 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

 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

 Note – John D. Gibbs dated October 26, 2011

 (29)

 10.82

 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

 Note – John D. Gibbs dated March 18, 2012

 (33)

 10.86

 Note – John D. Gibbs dated February 2, 2012

 (34)

 10.87

 Note – John D. Gibbs dated April 27, 2012

 (35)

 10.88

 to Convert Debt – John D. Gibbs

 (36)

 10.89

 Note – John D. Gibbs dated May 22, 2012

 (36)

 10.90

 Assignment
 of Right to Purchase Property

 (37)

 10.91

 to Convert Debt – John Donaldson

 (38)

 10.92

 Credit
 Agreement – John D. Gibbs

 (38)

 10.93

 Form
 of Credit Note

 (39)

 10.94

 No. 1 to Langtry Lease Agreement

 (40)

 10.95

 Allonge
 and Modification Agreement with John D. Gibbs

 (41)

 10.96

 No. 2 to Langtry Lease Agreement

 (42)

 10.97

 Second

 (43)

 10.98

 No. 3 to Langtry Lease Agreement

 (44)

 10.99

 Third

 (45)

 10.100

 Note – Clifford L. Neuman dated April 1, 2015

 (46)

 10.101

 Lease/Purchase
 Option Agreement

 (47)

 10.102

 Fifth

 (48)

 10.103

 Note – John Power dated September 12, 2016

 (49)

 10.104

 to Convert Debt dated May 15, 2018

 (50)

 10.105

 Eighth

 (52)

 10.106

 Tenth

 (53)

 10.107

 Eleventh

 (54)

 10.108

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

 (55)

 10.109

 NSR

 (56)

 10.110

 Termination

 (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

 (62)

 10.116

 Agreement - Stronghold

 (63)

 10.117

 to Convert Debt -Power

 (64)

 10.118

 to Convert Debt -Gibbs

 (65)

 10.119

 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

 (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

 and included in exhibit 101).

 __________________

 (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)

 Annual Report on Form 10-KSB for the year ended December 31, 2006, and filed with the Commission on April 24, 2007.

 (3)

 Current Report on Form 8-K dated September 4, 2007 and filed with the Commission on September 14, 2007.

 (4)

 Current Report on Form 8-K dated December 4, 2007 and filed with the Commission on December 6, 2007.

 (5)

 Current Report on Form 8-K dated December 11, 2007 and filed with the Commission on December 18, 2007.

 (6)

 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)

 Current Report on Form 8-K dated February 11, 2009 and filed with the Commission on February 13, 2009.

 (9)

 Current Report on Form 8-K dated March 2, 2009 and filed with the Commission on March 5, 2009.

 (10)

 Annual Report on Form 10-K dated December 31, 2009 and filed with the Commission on April 14, 2009.

 (11)

 Current Report on Form 8-K dated April 28, 2009 and filed with the Commission on May 6, 2009.

 (12)

 Current Report on Form 8-K dated June 15, 2009 and filed with the Commission on June 19, 2009.

 (13)

 Current Report on Form 8-K dated June 26, 2009 and filed with the Commission on July 2, 2009.

 (14)

 Current Report on Form 8-K dated December 14, 2009 and filed with the Commission on December 18, 2009.

 (15)

 Current Report on Form 8-K dated January 5, 2010 and filed with the Commission on January 7, 2010.

 (16)

 Current Report on Form 8-K dated March 11, 2010 and filed with the Commission on March 15, 2010.

 (17)

 Current Report on Form 8-K dated June 25, 2010 and filed with the Commission on June 25, 2010.

 (18)

 Current Report on Form 8-K dated June 30, 2010 and filed with the Commission on July 28, 2010.

 (19)

 Current Report on Form 8-K dated August 3, 2010 and filed with the Commission on August 4, 2010.

 (20)

 Current Report on Form 8-K dated August 20, 2010 and filed with the Commission on August 23, 2010.

 (21)

 Current Report on Form 8-K dated August 20, 2010 and filed with the Commission on August 30, 2010.

 (22)

 Current Report on Form 8-K/A dated August 20, 2010 and filed with the Commission on November 1, 2010.

 (23)

 Current Report on Form 8-K dated November 15, 2010 and filed with the Commission on November 17, 2010.

 (24)

 Current Report on Form 8-K dated December 31, 2010 and filed with the Commission on January 6, 2011

 (25)

 Current Report on Form 8-K dated March 2, 2011 and filed with the Commission on March 7, 2011.

 (26)

 Current Report on Form 8-K dated April 1, 2011 and filed with the Commission on June 2, 2011.

 (27)

 Current Report on Form 8-K dated August 1, 2011 and filed with the Commission on August 3, 2011.

 (28)

 Current Report on Form 8-K dated August 22, 2011 and filed with the Commission on September 9, 2011.

 (29)

 Current Report on Form 8-K dated October 26, 2011 and filed with the Commission on January 4, 2012.

 (30)

 Current Report on Form 8-K dated December 15, 2011 and filed with the Commission on January 5, 2012.

 (31)

 Current Report on Form 8-K dated February 2, 2012 and filed with the Commission on February 9, 2012.

 (32)

 Current Report on Form 8-K dated March 18, 2012 and filed with the Commission on March 23, 2012.

 (33)

 Current Report on Form 8-K/A dated February 2, 2012 and filed with the Commission on March 26, 2012.

 (34)

 Current Report on Form 8-K dated April 27, 2012 and filed with the Commission on May 2, 2012.

 (35)

 Current Report on Form 8-K dated May 10, 2012 and filed with the Commission on May 16, 2012.

 (36)

 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)

 Current Report on Form 8-K dated July 18, 2012 and filed with the Commission on July 19, 2012.

 (39)

 Current Report on Form 8-K dated November 28, 2012 and filed with the Commission on November 29, 2012.

 (40)

 Current Report on Form 8-K dated June 5, 2013 and filed with the Commission on June 6, 2013.

 (41)

 Current Report on Form 8-K dated December 19, 2013 and filed with the Commission on December 23, 2013.

 (42)

 Current Report on Form 8-K dated December 31, 2013 and filed with the Commission on January 2, 2014.

 (43)

 Current Report on Form 8-K dated January 21, 2015 and filed with the Commission on January 21, 2015.

 (44)

 Current Report on Form 8-K dated December 31, 2014 and filed with the Commission on March 31, 2015.

 (45)

 Current Report on Form 8-K dated May 5, 2015 and filed with the Commission on May 6, 2015.

 (46)

 Current Report on Form 8-K dated March 10, 2016 and filed with the Commission on March 15, 2016.

 (47), (48)

 Current Report on Form 8-K dated September 12, 2016 and filed with the Commission on October 14, 2016.

 (49)

 Current Report on Form 8-K dated June 27, 2018 and filed with the Commission on June 28, 2018.

 (50)

 Current Report on Form 8-K dated July 31, 2018 and filed with the Commission on August 6, 2018.

 (51)

 Current Report on Form 8-K dated March 1, 2007 and filed with the Commission on March 8, 2007

 (52)

 Current Report on Form 8-K dated November 5, 2019 and filed with the Commission on November 6, 2019.

 (53), (54)

 Current Report on Form 8-K dated February 21, 2020 and filed with the Commission on February 24, 2020.

 (55), (56)

 Current Report on Form 8-K dated April 28, 2020 and filed with the Commission on April 29, 2020.

 (57), (58)

 Current Report on Form 8-K dated August 3, 2020 and filed with the Commission on August 31, 2020.

 (59)

 Current Report on Form 8-K dated October 19, 2020 and filed with the Commission on October 19, 2020.

 (60)

 Current Report on Form 8-K dated October 22, 2020 and filed with the Commission on October 28, 2020.

 (61)

 Current Report on Form 8-K dated December 15, 2020 and filed with the Commission on December 21, 2020.

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

 Current Report on Form 8-K dated December 21, 2020 and filed with the Commission on January 5, 2021.

 (66)

 Current Report on Form 8-K dated January 21, 2021 and filed with the Commission on January 27, 2021.

 (67)

 Current Report on Form 8-K dated May 6, 2021 and filed with the Commission on May 12, 2021.

 (68)

 Current Report on Form 8-K dated November 10, 2021 and filed with the Commission on November 15, 2021.

 (69)

 Current Report on Form 8-K dated December 27, 2021 and filed with the Commission on January 6, 2022.

 (70)

 Current Report on Amended Form 8-K/A dated December 27, 2021 and filed with the Commission on March 14, 2022.

 (71)

 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, 2022 PCAOB ID 00 206

 Report of Independent Registered Public Accounting Firm For the Year Ended December 31, 2023 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 Board of Directors of

 Athena Gold Corporation

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheet of Athena Gold Corporation and its subsidiary (collectively, the "Company") as of December 31, 2022, and the
related consolidated statement of operations, stockholders' equity, and cash flows for the year then ended, and the related notes
(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, 2022, and the results of its operations and its cash flows
for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern Matter

 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 suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability
to continue as a going concern. Management's 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 the Company's 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 audit 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 audit 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 Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audit 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 audit 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 audit provide a reasonable basis for our opinion.

 /s/ MaloneBailey, LLP

 www.malonebailey.com

 We have served as the Company's auditor
since 2011.

 Houston, Texas

 March 15, 2023

 F- 2

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders and Directors

 of Athena Gold Corp.

 Opinion on the Consolidated Financial Statements

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

 Going Concern

 The accompanying consolidated financial
statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial
statements, the Company has as a working capital deficiency of approximately $270,000, which raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated
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 consolidated 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 Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures
to assess the risks of material misstatements 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 consolidated
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 consolidated 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

 F- 3

 CONSOLIDATED BALANCE SHEETS

 (EXPRESSED IN US DOLLARS)

 Assets

 12/31/23

 12/31/22

 Current assets

 Cash

 $
 2,808

 $
 15,075

 Prepaid expenses

 45,647

 32,200

 Total current assets

 48,455

 47,275

 Other assets

 Investment in securities

 496,400

 –

 Mineral rights

 6,196,114

 6,196,114

 Total other assets

 6,692,514

 6,196,114

 Total assets

 $
 6,740,969

 $
 6,243,389

 Liabilities and Stockholders' Equity

 Current liabilities

 Accounts payable

 $
 144,695

 $
 143,939

 Accounts payable - related party

 100,500

 30,006

 Advanced deposits

 46,000

 –

 Warrant liability

 29,151

 –

 Note payable

 –

 106,210

 Total current liabilities

 320,346

 280,155

 Long term liabilities

 Warrant liability

 102,811

 999,820

 Total long term liabilities

 102,811

 999,820

 Total liabilities

 423,157

 1,279,975

 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, 167,138,069
 and 136,091,400 issued and outstanding as of
 December 31, 2023 and December 31, 2022, respectively

 16,714

 13,609

 Additional paid in capital

 17,391,148

 16,652,603

 Accumulated deficit

 ( 11,090,050
)

 ( 11,702,798
)

 Total stockholders' equity

 6,317,812

 4,963,414

 Total liabilities and stockholders' equity

 $
 6,740,969

 $
 6,243,389

 Commitments and contingencies (Note 5)

 See accompanying notes to the financial statements.

 F- 4

 CONSOLIDATED STATEMENTS OF OPERATIONS

 (EXPRESSED IN US DOLLARS)

 Twelve Months Ended

 12/31/23

 12/31/22

 Operating expenses

 Exploration, evaluation and project expenses

 $
 351,132

 $
 617,262

 General and administrative expenses

 432,460

 682,512

 Total operating expenses

 783,592

 1,299,774

 Net operating loss

 ( 783,592
)

 ( 1,299,774
)

 Interest income

 2,598

 –

 Interest expense

 –

 ( 463
)

 Revaluation of warrant liability

 1,393,742

 616,579

 Net income (loss)

 $

 $
)

 Weighted average common shares outstanding – basic and diluted

 146,153,300

 127,608,629

 Income per common share – basic and diluted

 $
 0.00

 $
 ( 0.01
)

 See accompanying notes to the financial statements.

 F- 5

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
DEFICIT

 (EXPRESSED IN US DOLLARS)

 Additional

 Common Stock

 Paid In

 Accumulated

 Shares

 Amount

 Capital

 Deficit

 Total

 December 31, 2021

 119,858,700

 $
 11,986

 $
 16,056,561

 $
 ( 11,019,140
)

 $
 5,049,407

 Stock based compensation

 –

 –

 197,116

 –

 197,116

 Shares issued for services

 675,000

 33,683

 –

 33,750

 Private placement

 15,057,700

 1,506

 922,484

 –

 923,990

 Warrant liability

 –

 –

 ( 592,191
)

 –

 ( 592,191
)

 Common stock issued for mineral property

 500,000

 34,950

 –

 35,000

 Net loss

 –

 –

 –

)

)

 December 31, 2022

 136,091,400

 $
 13,609

 $
 16,652,603

 $
 ( 11,702,798
)

 $
 4,963,414

 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

 –

 –

 26,974

 –

 26,974

 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

 See accompanying notes to the financial statements.

 F- 6

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 (EXPRESSED IN US DOLLARS)

 Twelve Months Ended

 12/31/23

 12/31/22

 Cash flows from operating activities

 Net income (loss)

 $

 $
)

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

 Revaluation of warrant liability

 ( 1,393,742
)

 ( 616,579
)

 Shares issued for services

 –

 33,750

 Share based compensation

 26,974

 197,116

 Change in operating assets and liabilities:

 Prepaid expense

 ( 13,447
)

 18,966

 Accounts payable

 93,566

 Accounts payable - related party

 70,494

 30,006

 Net cash used in operating activities

 ( 696,217
)

 ( 926,833
)

 Cash flows from investing activities

 Purchase of mineral properties

 –

 ( 29,214
)

 Net cash used in investing activities

 –

 ( 29,214
)

 Cash flows from financing activities

 Loan from related parties

 25,000

 101,100

 Deposits for future private placement

 46,000

 –

 Payments on notes payable

 ( 106,210
)

 ( 25,690
)

 Proceeds from private placement of stock, net

 719,160

 822,890

 Net cash provided by financing activities

 683,950

 898,300

 Net decrease in cash

 ( 12,267
)

 ( 57,747
)

 Cash, beginning of period

 15,075

 72,822

 Cash, end of period

 $
 2,808

 $
 15,075

 Noncash investing and financing activities

 Interest and taxes paid

 $
 –

 $
 –

 Stock issued to payoff note payable

 $
 25,000

 $
 101,100

 Common stock issued for mineral properties

 $
 –

 $
 35,000

 Related party note payable for mineral property

 $
 –

 $
 131,900

 Warrant liability recognition

 $
 525,884

 $
 592,191

 Common stock issued for investment in securities

 $
 496,400

 $
 –

 Broker warrants issued

 $
 7,954

 $
 –

 See accompanying notes to the financial statements.

 F- 7

 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 USA. 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.

 Going
Concern and Management's Plans

 As at December 31, 2023, the Company has a working
capital deficiency of approximately $ 270,000. The ability
of the Company to meet its obligations and continue operations is dependent on its ability to obtain additional debt or equity financing.
These circumstances raise substantial doubt about the Company's ability to continue as a going concern.

 Cash,
Cash Equivalents and Concentration

 The Company considers all highly liquid investments
with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial
institutions in the United States and Canada. On December 31, 2023, the Company's cash balance was approximately $ 3,000.
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 judgements, estimates and assumptions
that affect the application of policies and reported amounts of assets, liabilities, and expenses. These estimates and judgements 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.

 F- 8

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

 Warrant liability – The fair value
of the warrant liability is calculated using the Black-Scholes model. The main assumptions used in the model include the estimated life
of the warrant, 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 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 into 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 on translation are presented
in the consolidated statements of loss and comprehensive loss.

 Mineral
Property Acquisition and Exploration Costs

 Mineral property exploration costs are expensed
as incurred until economic reserves are quantified. To date, the Company has not established any proven or probable reserves on its mineral
properties. Costs of lease, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company
has chosen to expense all mineral exploration costs as incurred given that it is still in the exploration stage. Once the Company has
identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it
would enter the development stage and capitalize future costs until production is established. When a property reaches the production
stage, the related capitalized costs will be amortized over the estimated life of the probable-proven reserves. When the Company has
capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To
date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being
expensed. Costs of property and equipment 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 of the Company as of the closing date of the nonmonetary transaction, with subsequent valuation
recorded at the fair value of Nubian Resources Ltd. The warrant liabilities are measured using level 3 inputs (Note 3).

 F- 9

 Income
Taxes

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

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

 Long
Lived Assets

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

 Stock-Based

 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.

 F- 10

 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.

 Earnings
(Loss) per Common Share

 The following table shows basic and diluted earnings
per share:

 Schedule of basic and diluted earnings (loss)

 Twelve Months Ended

 12/31/2023

 12/31/2022

 Basic and Diluted Earnings (Loss) per Common Share

 Earnings (loss)

 $
 654,495

 $
)

 Basic weighted average shares outstanding

 146,153,300

 127,608,629

 Assumed conversion of dilutive shares

 –

 –

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

 146,153,300

 127,608,629

 Basic Earnings (Loss) Per Common Share

 $
 0.00

 $
 ( 0.01
)

 Diluted Earnings (Loss) Per Common Share

 $
 0.00

 $
 ( 0.01
)

 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 antidilutive shares

 December 31, 2023

 Dilutive
 shares –

 In the money

 Anti-dilutive
 shares –

 Out of the money

 Total

 Options

 5,230,000

 5,230,000

 39,391,503

 39,391,503

 Total

 44,621,503

 44,621,503

 December 31, 2022

 Dilutive shares –

 In the money

 Anti-dilutive shares
 –

 Out of the money

 Total

 Options

 4,980,000

 4,980,000

 24,935,560

 24,935,560

 Total

 29,915,560

 29,915,560

 Risks
and Uncertainties

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

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

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

 F- 11

 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

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

 Note
2 – Mineral Rights – Excelsior Springs

 Effective December 27, 2021 ("Effective
Date"), the Company simultaneously executed and consummated a definitive Share Purchase Agreement (the "SPA") with
Nubian Resources, Ltd. ("Nubian"). The SPA was the result of a previously disclosed Option Agreement with Nubian 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 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 which held the Property. By purchasing 100% of Nubian USA, the Company effectively acquired the remaining
90% interest in the Property through the issuance of 45,000,000 shares, the Company having previously acquired a 10% interest in the
Property in December 2020 with the issuance of 5,000,000 shares. The 50 million shares issued to Nubian were issued as "restricted
securities" under the Securities Act of 1933, as amended ("Securities Act").

 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.

 F- 12

 The mineral property was valued at the December
31, 2021, the closing date for the SPA with a stock price of $0.13, resulting in a fair value consideration of $ 5,850,000
 for the 45,000,000
 shares issued. The transaction does not constitute a business combination in accordance with ASC 805, which defines a business
as an integrated set of activities and assets capable of being conducted and managed for the purposes of providing a return to investors
or other participants and that a business consists of inputs and processes applied to those inputs that have the ability to contribute
to the creation of outputs. Management has determined that the acquired assets do not contain processes sufficient to constitute a business
in accordance with ASC 805. The transaction represents the acquisition of assets in exchange for the assumption of liabilities and the
issuance of share-based payments.

 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 as part of the Excelsior Springs Project. 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.

 Note
3 – Common Stock and Warrants

 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.

 During August, September and October 2022, the
Company completed the private placement of four tranches (August 12, 2022; August 31, 2022; September 14, 2022; October 28, 2022) in
which we sold 8,807,700
 units. Each unit was priced at C$0.08 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$0.12. The warrants expire 24 months from
issue date. All securities issued in connection with the offering are subject to restrictions on resale in Canada and the United States
pursuant to applicable securities laws and the policies of any applicable stock exchange. An additional 184,350
 broker warrants were granted along with C$ 14,748
 to brokers as a placement fee. We realized total proceeds of C$ 689,868
 net of offering costs. In June 2022, the Company executed a promissory note with John Gibbs for $ 26,100
 at 6% that is payable on demand as part payment for mineral property in escrow. In September 2022, the Company issued 443,110
 shares of common stock as a part of the private placement offering to settle $ 26,100
 of notes payable and $ 463
 of accrued interest to Mr. Gibbs.

 F- 13

 In April 2022 the Company completed a private
placement in which we sold 6,250,000
 units. Each unit was priced at C$0.08 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$0.15. The warrants expire April 13, 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 70,000
 broker warrants were granted to a Canadian broker as a placement fee. We realized total proceeds of $ 394,082
 net of offering costs. During March 2022, the Company executed two promissory notes with John Gibbs for $ 50,000
 and $ 25,000
 at 6% that is payable on demand. In April 2022, the Company issued 1,181,250
 shares out of 3,375,000
 shares of common stock in April 2022 at C$0.08 per share as a part of the private placement offering to settle $ 75,000
 of notes payable to Mr. Gibbs.

 The warrants 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 valued as of December 31, 2023, with various inputs
using a Black Scholes model. Broker warrants are valued at the time of issuance. The following is a summary of warrants issued and outstanding.

 As of December 31, 2023:

 Schedule of warrants issued and outstanding

 Issue
 Date

 Expiration
 Date

 Exercise
 Price (CAD)

 Valuation

 Volatility

 Subscription

 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

 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 %

 500,000

 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

 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

 As of December 31, 2022:

 Issue
 Date

 Expiration
 Date

 Exercise
 Price (CAD)

 Valuation

 Volatility

 Subscription

 5/25/2021

 5/31/2024

 $ 225,316

 132 %

 6,250,000

 9/30/2021

 5/31/2024

 115,122

 134 %

 3,108,700

 4/14/2022

 4/13/2025

 293,698

 133 %

 6,250,000

 8/12/2022

 8/12/2024

 134,067

 128 %

 3,247,500

 8/31/2022

 95,351

 126 %

 2,300,000

 9/14/2022

 9/14/2024

 115,000

 125 %

 2,760,200

 10/24/2022

 10/24/2024

 21,266

 124 %

 500,000

 $ 999,820

 24,416,400

 Broker Warrants

 5/25/2021

 5/31/2023

 12,943

 205 %

 173,810

 9/30/2021

 9/30/2023

 7,472

 196 %

 91,000

 4/14/2022

 4/13/2024

 1,344

 138 %

 70,000

 8/31/2022

 6,312

 132 %

 104,250

 9/14/2022

 9/14/2024

 2,921

 134 %

 80,100

 $ 30,992

 519,160

 F- 14

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

 Schedule of warrants exercised issued and expired

 Total

 Balance at December 31, 2021

 9,623,510

 Exercised

 15,312,050

 Expired

 Balance at December 31, 2022

 24,935,560

 Exercised

 14,720,303

 Expired

 ( 264,810
)

 Balance at December 31, 2023

 39,391,053

 Weighted average exercise price

 $
 0.12

 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.

 On January 16, 2023, the Company granted 250,000
 options pursuant to the Company's Plan at a price of $ 0.0675.
The options were issued to a consultant to the Company. The options were valued at $ 13,267
 on the grant date and 50% vested on grant date with the remaining 50% vesting one year from grant date. Stock-Based Compensation
(SBC) expense totaled $ 12,712
 for the twelve months ending December 31, 2023.

 On October 12, 2022, the Company granted 2,250,000
 options pursuant to the Company's Plan, fully vested, at a price of $ 0.06.
The options were issued to five individuals, the CEO, CFO, and three Directors of the Company. The SBC expense totaled $ 106,109
 for the twelve months ending December 31, 2022.

 On August 24, 2022, the Company granted 730,000
 options pursuant to the Company's Plan, fully vested, at a price of $ 0.06.
The options were issued to a consultant to the Company. The SBC expense totaled $ 43,456
 for the twelve months ending December 31, 2022.

 On March 22, 2021, the Company granted 2,000,000
 options pursuant to the Company's Plan at a price of $ 0.09
 to four individuals, three Directors of the Company, the other a consultant to the Company. The options vest 50% upon issuance,
and 25% on each of the first and second anniversaries of the grant date. The options were valued at $ 190,202
 on the grant date and 50% vested on grant date with 25% vesting one year from grant date and the remaining 25% vesting two years
from grant date. SBC expense totaling $ 14,262
 for the twelve months ending December 31, 2023.

 A summary of the stock options as of December
31, 2023, and changes during the periods are presented below:

 Schedule of share based compensation assumptions

 SBC Expense - 12 Months Ending

 Grant Date

 Expiration Date

 Exercise Price

 Valuation

 Volatility

 Options Granted

 Expected Life (Yrs)

 12/31/2023

 12/31/2022

 3/22/2021

 3/22/2026

 $
 0.0900

 $
 190,202

 211 %

 2,000,000

 3.4

 $
 14,262

 $
 47,551

 8/24/2022

 8/24/2032

 $
 0.0600

 $
 43,456

 178 %

 730,000

 5.5

 43,456

 10/12/2022

 10/12/2032

 $
 0.0600

 $
 106,109

 162 %

 2,250,000

 5.5

 106,109

 1/16/2023

 1/16/2028

 $
 0.0675

 $
 13,267

 174 %

 250,000

 3.3

 12,712

 $
 26,974

 $
 197,116

 F- 15

 Schedule of stock options activity

 Weighted

 Average

 Weighted

 Remaining

 Average

 Contractual

 Aggregate

 Number of

 Exercise

 Life

 Intrinsic

 Options

 Price

 (Years)

 Value

 Balance at December 31, 2021

 2,000,000

 $
 0.09

 4.2

 $
 80,000

 Exercised

 2,980,000

 0.06

 10.0

 Canceled

 Balance at December 31, 2022

 4,980,000

 0.07

 7.1

 Exercised

 250,000

 0.07

 4.0

 Canceled

 Balance at December 31, 2023

 5,230,000

 0.07

 6.0

 Options exercisable at December 31, 2023

 5,105,000

 0.07

 6.1

 Note
5 – Commitments and Contingencies

 None.

 Note
6 – Related Party Transactions

 Management and Consulting Fees

 The Company is subject to a month-to-month management
agreement with Mr. Power requiring a monthly payment of $2,500 as consideration for the day-to-day management of Athena, $ 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, 2023 and 2022.

 The Company paid the Chief Financial Officer
for consulting services $ 28,033 and $ 21,240
 for the years ended December 31, 2023 and 2022, respectively

 Director Fees

 The four members of the Board of Directors each
received $ 7,500
 for the year ended December 31, 2023 for a total of $ 30,000.
There were no director fees paid
in 2022.

 Stock based compensation

 On October 12, 2022, the Company granted 2,250,000
 options, fully vested, at a price of $ 0.06.
The options were issued to five individuals, the CEO, CFO, and three Directors of the Company. The SBC expense totaled $ 106,109
 for the twelve months ending December 31, 2022.

 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 $ 10,989
 and $ 35,663
 for the twelve months ending December 31, 2023 and 2022, respectively.

 F- 16

 Advanced deposits and accounts payable

 In December 2023, the Company received an advanced
deposit for future investment into a private placement from John Gibbs for $ 25,000
 and from John Power for $ 21,000.
In addition, John Power is due approximately $ 100,000 and $ 30,000
 as of December 31, 2023 and 2022, respectively for expense reports and other advances made to the Company.

 Note Payable

 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. There
are no notes payable as of December 31, 2023.

 During March 2022, the Company executed two promissory
notes with John Gibbs for $ 50,000
 and $ 25,000
 at 6% that is payable on demand. In April 2022, the Company issued 1,181,250 shares
out of 3,375,000 shares of common stock in April 2022 at C$.08 per share as a part of the private placement offering to settle $ 75,000 of
notes payable to Mr. Gibbs, for total proceeds of C$ 234,675.

 In June 2022, the Company executed a promissory
note with John Gibbs for $ 26,100
 at 6% that is payable on demand as part payment for mineral property in escrow. In September 2022, the Company issued 443,110
 shares out of 860,200 shares of common stock in September 2022 at C$.08 per share as a part of the private placement offering
to settle $ 26,100 of
notes payable and $463 of accrued interest to Mr. Gibbs, for total proceeds of C$ 68,816.

 Note
8 – Income Taxes

 The Company is current on all its corporate tax
filings. Tax year 2023 will be extended if not filed by its due date. Tax returns filed for the years 2019 through 2022 are open for
examination from taxing authorities.

 Due to the enactment of the Tax Reform Act of
2018, the corporate tax rate for those tax years beginning with 2018 has been reduced to 21 %.
Our reconciliation between the expected federal income tax benefit computed by applying the federal statutory rate to our net loss and
the actual benefit for taxes on net loss for 2023 and 2022 is as follows:

 Reconciliation of income tax expense

 Years Ended December 31,

 2023

 2022

 Expected federal income tax expense (benefit) at statutory rate

 $
 128,677

 $
 ( 224,568
)

 Expected state income tax expense (benefit) at statutory rate

 54,167

 ( 94,532
)

 Adjustment to prior years provision versus statutory tax returns

 ( 158,826
)

 –

 Change in valuation allowance

 ( 24,018
)

 319,100

 Income tax benefit

 $
 –

 $
 –

 Our deferred tax assets as of December 31, 2023, and 2022 are as follows:

 Schedule of deferred tax assets

 Years Ended December 31,

 Deferred tax assets:

 2023

 2022

 Net operating carryover

 $
 3,366,577

 $
 2,982,751

 Stock compensation

 124,202

 116,153

 Warrant revaluation

 ( 519,466
)

 ( 103,574
)

 Total deferred tax asset

 2,971,313

 2,995,330

 Less: valuation allowance

 ( 2,971,313
)

 ( 2,995,330
)

 Deferred tax assets, net of valuation allowance

 $
 –

 $
 –

 The Company has approximately a $ 11,282,000
 and $ 10,528,000 net operating loss carryover
as of December 31, 2023, and December 31, 2022, 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 $ 6,319,000
 with no expiry date may be subject to U.S. Internal Revenue Code Section 382 limitations.

 Deferred income taxes reflect the net tax effects
of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes. We have provided a valuation allowance of 100% of our net deferred tax asset due to the uncertainty of generating
future profits that would allow us to realize our deferred tax assets.

 F- 17

 Due to the change in ownership provisions of
the Tax Reform Act of 1986, net operating loss carryover for Federal income tax reporting purposes may be subject to annual limitations.
Should a change in ownership occur, use of the net operating loss carryover could be limited in future years.

 The Company and its subsidiary files 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 past Federal or state income tax returns and supporting records.

 Note
9 – Segmented Information

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

 Note
10 – Subsequent Events

 Effective January 17, 2024, the Company completed
the sale of an aggregate of C$200,000 of its Units at a purchase price of C$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 C$0.05 per share.

 The Company settled debt to a creditor by issuing
685,564 common shares to the creditor in full discharge and complete satisfaction of the C$34,278 debt.

 F- 18

 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: March 28, 2024

 By: /s/ John C. Power

 John C. Power

 Chief Executive Officer, President,

 Secretary & Director

 (Principal Executive Officer)

 Date: March 28, 2024

 By: /s/ Tyler Minnick

 Chief Financial Officer

 (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/ John C. Power

 John C. Power

 Chief Executive Officer, President,

 Secretary & Director

 (Principal Executive Officer)

 /s/ Brian Power

 Brian Power

 Director

 /s/ John Hiner

 John Hiner

 Director

 /s/ Tyler Minnick

 Chief Financial Officer

 (Principal Accounting Officer)

 F- 19