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meet our obligations arising from normal business operations when they come due. Effective March 31, 2017,

Impairment of Long-lived Assets

We continually monitor events and changes in circumstances that could indicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable. When such events or changes in circumstances occur, we amendedassess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flows. If the future undiscounted cash flows are less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Notes Payable - Related Party

Related party payables are classified as current liabilities as the note holders are control persons and have the ability to control the repayment dates of the notes.

Exploration Costs

Mineral exploration costs are expensed as incurred. When it has been determined that it is economically feasible to extract minerals and the permitting process has been initiated, exploration costs incurred to further delineate and develop the property are considered pre-commercial production costs and will be capitalized and included as mine development costs in our credit agreement with Mr. John Gibbs, a related party,consolidated balance sheets.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to increaseperform the borrowing limit underservices in exchange for the convertible credit facility to $2,000,000. 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 maturityestimated fair value of each stock option as of the date of grant was calculated using the credit line is December 31, 2017.

WeBlack-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 that additional funding will bepaying any cash dividends in the formforeseeable future. The shares of additional loans from officers, directorscommon stock subject to the stock-based compensation plan shall consist of unissued shares, treasury shares or significant shareholders, or equity financing frompreviously issued shares held by any subsidiary of the saleCompany, and such number of ourshares of common stock. Currently, therestock are no arrangements in placereserved for additional equity funding or new loans.

Note 2 – Mineral Rights and Properties

Our mineral rights and mineral properties consist of:

Mineral Propertiessuch purpose.

On August 8, 2016, we purchased 33+/- acres of land (“Section 16 Property”) for $28,582, net of $18 of title fees, located in San Bernardino County, California. The property is located in the Calico Mining District in the SE ¼ of the SE ¼ of Section 16; T 10 North, R 1 East. The State of California patented this land to a private party in 1935 and reserved in favor of the State one-sixteenth of all coal, oil, gas and other mineral deposits contained in the land.

In 2014, we purchased 160 acres of land (“Castle Rock”), located in the eastern Calico Mining District, San Bernardino County, California. The parcel is the SE quarter of Section 25, Township 10 North, Range 1 East and is mostly surrounded by public lands. It was purchased for $21,023 in a property tax auction conducted on behalf of the County. The eastern part of the Calico Mining District is best known for industrial minerals and is not known to have any precious metal deposits.

In 2012, we purchased 661 acres of land (“Section 13 Property”) in fee simple for $135,685 cash, located in San Bernardino County, California, that was sold in a property tax auction conducted on behalf of the County. The parcel is all of Section 13 located in Township 7 North, Range 4 East, San Bernardino Base & Meridian.

The Section 13 property is near the Lava Beds Mining District and has evidence of historic mining. It is adjacent to both the Silver Cliffs and Silver Bell historic mines. The property is located in the same regional geologic area known as the Western Mojave Block that includes our flagship Langtry Project. The property is approximately 28 miles southeast of our Langtry Project.

Mineral Rights

In 2010, we entered into a 20 year Mining Lease with Option to Purchase (the “Langtry Lease” or the “Lease”) granting us the exclusive right to explore, develop and conduct mining operations on a group of 20 patented mining claims consisting of approximately 413 acres that comprise our Langtry Property. Effective November 28, 2012, December 19, 2013 and January 21, 2015, we executed Amendments No. 1, 2 and 3, respectively, to the Langtry Lease modifying certain terms.

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Effective March 10, 2016, we executed and delivered a new Lease/Purchase Option (“Lease/Option”) covering our flagship Langtry Property located in the Calico Mining District, San Bernardino County, California. The Lease/Option also includes two unpatented mining claims in the Calico Mining District known as the Lilly #10 and Quad Deuce XIII (the “Langtry Unpatented Claims”), which we have previously owned and agreed to transfer to the Lessor subject to the Lease/Option. The new Lease/Option supersedes all prior agreements.

The following is a summary of the highlights of the new Lease/Option, which is qualified in its entirety by the provisions of the Lease/Option dated March 10, 2016:

·   The Lease/Option has a term of 20 years, and grants an exclusive right to explore, develop and purchase the Langtry property. Lease payments under the new agreement are a nominal $1 per year, payable in advance. This amount was paid in March 2016. The lease requires us to also maintain the option to purchase in good standing as described below.

·   Option payments: in order to maintain the option to purchase, we are required to pay option payments (“Option Payments”) as follows: $40,000 year 1; the greater of $40,000 or the spot price of 2,500 ounces of silver in years 2 through 5; the greater of $50,000 or the spot price of 2,500 ounces of silver in years 6 through 10; the greater of $75,000 or the spot price of 3,750 ounces of silver in years 11 through 15; and the greater of $100,000 or the spot price of 5,000 ounces of silver in years 16 through 20. 50% of all Option Payments are credited against the purchase price should the Company exercise the purchase option.

·   In Year 1, 50% of the annual option payment of $20,000 was paid on March 15, 2016. The remaining payment of $20,000 was paid on September 15, 2016. In March 2017 we made the required year 2 payment totaling $44,675. In all subsequent years, the option payment shall be due March 15.

·   Option Purchase Price: We have the option to purchase fee title to the Langtry Property for the full 20-year term of the Lease/Option. The purchase price is:

Years 1 through 3 (3-15-2016 to 3-15-2019): $5,000,000

Years 4 through 5 (3-15-2019 to 3-15-2021): the greater of $5,000,000 or the spot price of 250,000 troy ounces of silver, plus payment of the deferred rent of $130,000;

Years 6 through 10 (3-15-2021 to 3-15-26): the greater of $7,500,000 or the spot price of 375,000 troy ounces of silver, plus payment of the deferred rent of $130,000;

Years 11 through 20 (3-15-2026 to 3-15-2036): the greater of $10,000,000 or the spot price of 500,000 troy ounces of silver, plus payment of the deferred rent of $130,000.

·   During the lease term, and provided the purchase option has not been exercised, the lessor is entitled to receive a 2% NSR on silver production and a 3% to 5% royalty on other mineral production and certain other revenue streams;

·   After exercise of the purchase option, the lessor will not receive royalties on silver or other precious metals production but will receive a 5% royalty on barite production and other revenue streams.

·   Deferred rent of $130,000 under the prior lease shall be payable upon exercise of the purchase option or upon Athena entering into a joint venture or other arrangement to develop the Langtry prospect. Accrued rent of $20,000 under the prior lease was due and paid September 15, 2016.

·   If we are in breach of the Lease/Option, the Lessor will have the option to terminate the Lease by giving us 30 days’ written notice. The Lease also provides us with the right to terminate the Lease without

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penalty on March 15th of each year during the Lease term by giving the lessor 30 days’ written notice of termination on or before February 13th of each year.

·   The Langtry Property is also subject to a net smelter royalty in favor of Mobil Exploration and Producing North America Inc. from the sale of concentrates, precipitates or metals produced from ores mined from the royalty acreage. The agreement dated April 30, 1987 granted a base net smelter royalty of 3% plus an additional incremental 2% royalty on net smelter proceeds from silver sales above $10.00 per troy ounce plus an additional incremental 2% royalty on net smelter proceeds from silver sales above $15.00 per troy ounce.

·   On May 28, 2015 we executed an amendment to the deed underlying the Langtry Lease to cap at 2% the net smelter royalty that would be due to Mobil Exploration and Producing North America Inc. (“Mobil”) from any future sales of concentrates, precipitates or metals produced from ores mined from the royalty acreage. In consideration for the amendment, we agreed to pay an amendment fee of $150,000, with $10,000 due at the time of the agreement and the balance payable $10,000 each June 1st until paid in full. We paid the initial $10,000 upon execution of the amendment, $10,000 which was due in June 2016, and $10,000 which was due in June 2017. The next payment is due June 1, 2018. If we sell our interest in the Lease or enter into an agreement, joint venture or other agreement for the exploration and development of the Langtry Property, the amendment fee shall become due and payable immediately.

During the term of the Lease, Athena Minerals has the exclusive right to develop and conduct mining operations on the Langtry Property. Future option payments and/or exploration and development of this property will require new equity and/or debt capital.

On September 28, 2015, at the request of the Company and its advisors, the San Bernardino County Land Use Services Department (the “Department”) issued and recorded a Certificate of Land Use Compliance for Vested Land Use in which the Department formally determined that the Langtry property had the legally established right for mineral resource development activity (the “Vested Right”). The Vested Right is subject to certain conditions set forth in the Certificate and runs with the Langtry property in perpetuity.

In August 2015 the Company acquired by deed conveyance 15 unpatented mining claims in the Calico Mining District in San Bernardino, California from a third party. The claims are contiguous to our existing unpatented and patented claims known as the Langtry Property. In consideration of the conveyance, the Company agreed to pay $10,000, payable in equal monthly installments of $1,000 beginning on September 1, 2015 which has been paid in full.

All commitments and obligations under our prior 2010 Lease and the 2016 Lease/Option to Purchase have been fulfilled to date. Future option payments and/or exploration and development of this property may require new equity and/or debt capital.  In addition, as of September 30, 2017 all regulatory obligations due or accrued regarding our mineral rights had been paid, and all our claims remain in good standing.

Note 3 - Fair Value of Financial Instruments

Financial assets and liabilities recorded at fairFair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in our consolidated balance sheetsthe principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are categorized based upon a fair value hierarchy established by GAAP, which prioritizes thethree levels of inputs that may be used to measure fair value into the following levels:value:

Level 1— Quoted1 -   Valuation based on quoted market prices in active markets for identical assets or liabilities at the measurement date.and liabilities.

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Level 2— Quoted2 -   Valuation based on quoted market prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or otheractive markets.

Level 3 -   Valuation based on unobservable inputs that are observable and can be corroboratedsupported by observablelittle or no market data.

Level 3— Inputs reflectingactivity, therefore requiring management’s best estimates and assumptionsestimate of what market participants would use as fair value.

The fair value of cash, receivables and accounts payable approximates their carrying values due to their short term to maturity. The warrant liabilities are measured using level 3 inputs (Note 4).

Loss per Common Share

The Company incurred a net loss for the three and six months ended June 30, 2023 and 2022, respectively. In periods where the Company has a net loss, all common stock equivalents are excluded as they would be anti-dilutive. As of June 30, 2023, there were 5,230,000 options and 39,482,053 warrants. As of June 30, 2022, there were 2,000,000 options and 15,608,700 warrants.

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 pricing assets or liabilitiesthe 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”).

The mineral property was valued at the measurement date.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 are unobservableand 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 marketFortunatus and significant toProut patented lode mining claims in Esmeralda County, Nevada $185,000. The Agreement was completed in July 2022 with the valuation of the instruments.

A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below:

A summary of the changes in the derivative liabilities is as follows:

following terms:

The carrying values of cash of the purchase price settled by the issuance of 500,000 shares of the Company’s common stock (Issued); and cash equivalents, accounts payable, accrued liabilities and other short-term debt, approximate their fair value because of the short-term nature of these financial instruments.

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Note 4 – Derivative Liabilities and Note Payable

Warrants:

Effective February 7, 2012, and pursuant to an Advisor Agreement with GVC Capital, LLC dated January 30, 2012, we sold and issued warrants exercisable to purchase an aggregate of 143,000 common shares at an exercise price of $0.25 per share at any time within five years of the date of their issuance in consideration of $100 cash and investor relation services with a fair value of $35,793. The warrants had anti-dilution provisions, including a provision for adjustments to the exercise price and to the number of warrant shares purchasable if we issue or sell common shares at a price less than the then current exercise price. None of the warrants were exercised and expired February 7, 2017.

We had determined that the warrants were not afforded equity classification because the warrants were not considered to be indexed to our own stock due to the anti-dilution provision. Accordingly, the warrants were treated as a derivative liability and are carried at fair value. We estimate the fair value of the derivative warrants at each balance sheet date and the changes in fair value were recognized in earnings in our consolidated statements of operations under the caption “change in fair value of derivative liabilities.”

The change in fair value of our derivative warrant liability for the nine months ended September 30, 2017 is as follows:

Note 3 – We estimated the fair value of our derivative warrants on the date of issuanceCommon Stock and each subsequent balance sheet date using the Black-Scholes option pricing model, which included assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected life of the warrants.  Our expected volatility assumptions were based on our historical weekly closing price of our stock over a period equivalent to the expected remaining life of the derivative warrants.Warrants

The following table summarizes the assumptions used to value our derivative warrants at December 31, 2016:

Convertible Note Payable:

EffectiveIn April 1, 2015,2023 the Company executedcompleted a convertible promissory note (the “Note”)private placement in the principal amountwhich we sold 14,500,000 units. Each unit was priced at C$0.07 and consisted of $51,270 in favor of Clifford Neuman, the Company’s legal counsel, representing accrued and unpaid fees for past legal services. The Note accrues interest at the rate of 6% per annum, compounded quarterly, and is due on demand. The principal and accrued interest due under the Note may be converted, at the option of the holder, into sharesone 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 conversion price of $0.0735C$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

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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 for $25,000. In April 2023, the Company issued 357,143 shares out of 1,428,571 shares of common stock in April 2023 at C$0.07 per share as a part of the private placement offering to settle $25,000 of notes payable to Mr. Gibbs.

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 represented the market pricewe sold 8,807,700 units. Each unit was priced at C$0.08 and consisted of one share of the Company’s common stock onand one stock purchase warrant granting the dateholder the Note was made.right to purchase one additional share of common stock at a price of C$0.12. The conversion price iswarrants expire 24 months from issue date. All securities issued in connection with the offering are subject to adjustmentrestrictions on resale in Canada and the eventUnited 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 sellsexecuted 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 oras a part of the private placement offering to settle $26,100 of notes payable and $463 of accrued interest to Mr. Gibbs.

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 equivalentand one stock purchase warrant granting the holder the right to purchase one additional share of common stock at a price belowof C$0.15. The warrants expire April 13, 2025. All securities issued in connection with the conversion price.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 Note contains certain anti-dilution provisions that would reducewarrants have an exercise price in Canadian dollars while the conversion price shouldCompany’s functional currency is US dollars. Therefore, in accordance with ASU 815 - Derivatives and Hedging, the Company issue common stock equivalents atwarrants have a price less than the Note conversion price. Accordingly, the conversion featuresderivative liability value. Outstanding subscription warrants were valued as of the NoteJune 30, 2023, with various inputs using a Black Scholes model, broker warrants are considered a discount to the Note. However, since the Note is payable upon demand by the note holder, the value of the discount is considered interest expensevalued at the time of its inception.issuance. The Notefollowing is evaluated quarterly,a summary of warrants issued and upon any quarterly valuations in which the valueoutstanding as of the conversion option changes we recognize a gain or loss due to a decrease or increase in the fair value of the derivative liability, respectively.June 30, 2023:

The change in fair valuefollowing is a summary of our derivative liability – convertible note payable for the nine months ended September 30, 2017 is as follows:

warrants exercised, issued and expired:

Note 4 – We estimateShare Based Compensation

On January 16, 2023, the fair valueCompany granted 250,000 options at a price of this derivative at inception and at each balance sheet date until such time$0.0675 pursuant to the Note is paid or converted using the Black-Scholes option pricing model, which includes assumptions for expected dividends, expected share price volatility, risk-free interest rate, and expected lifeterms of the Note. Our expected volatility assumption is basedCompany’s Stock Option Plan. The options were issued to a consultant to the Company. The options were valued at $13,267 on our historical weekly closingthe grant date and 50% vested on grant date with the remaining 50% vesting one year from grant date. Stock-Based Compensation (SBC) expense totaling $9,396 for the six months ending June 30, 2023.

On October 12, 2022, the Company granted 2,250,000 options at a price of our stock over a period equivalent$0.06 pursuant to the expected remaining lifeterms of the Note.Company’s Stock Option Plan. The options were issued to five individuals, the CEO, CFO, and three Directors of the Company. The options were valued at $106,109 and charged to SBC expense on the grant date and 100% vested.

On August 24, 2022, the Company granted 730,000 options at a price of $0.06 pursuant to the terms of the Company’s Stock Option Plan. The following table summarizesoptions were issued to a consultant to the assumptions usedCompany. The options were valued at $43,456 and charged to value the derivative liability at September 30, 2017:

The following table summarizes the assumptions used to value the derivative liability at December 31, 2016:

Accrued interest totaled $8,197 and $5,569 at September 30, 2017 and December 31, 2016, respectively, and is included in Accrued interestSBC expense on the accompanying consolidated balance sheets.

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Note 5 – Credit Agreementgrant date and Notes Payable – Related Parties100% vested.

On March 22, 2021, the Company granted Convertible Credit Facility – Related Party2,000,000 options at a price of $0.09 to four individuals, three Directors of the Company, the other a consultant to the Company. The options vest 50% upon issuance, and 25% on each of the first and second anniversaries of the grant date. The options were valued at $190,202 on the grant date and 50% vested on grant date with 25% vesting one year from grant date and the remaining 25% vesting two years from grant date. SBC expense totaling $14,262 for the six months ending June 30, 2023.

Effective July 18, 2012, we entered into a Credit Agreement with Mr. Gibbs, a significant shareholder, providing us with an unsecured credit facility in the maximum amount of $1,000,000. The aggregate principal amount borrowed, together with interest at the rate of 5% per annum, is convertible, at the optionA summary of the lender, into common shares at a conversion pricestock options as of $0.50 per share. Since its inception we have amendedJune 30, 2023, and changes during the credit agreement several times to either increase the borrowing limit and/or extend the maturity date. An amendment effective October 13, 2016 extended the maturity date to December 31, 2017, and effective March 31, 2017 we amended the credit agreement to increase the borrowing limit under the line of credit to $2,000,000. All other provisions under the agreement have remained unchanged. The Company evaluated the convertible line of credit for derivative and beneficial feature conversion and concluded that there is no beneficial conversion since the conversion price at inception was greater than the market value of shares that would be issued upon conversion. Likewise, derivative accounting did not apply to the embedded conversion option.periods are presented below:

The credit facility also contains customary representations and warranties (including those relating to organization and authorization, compliance with laws, payment of taxes and other obligations, absence of defaults, material agreements and litigation) and customary events of default (including those relating to monetary defaults, covenant defaults, cross defaults and bankruptcy events).

Total accrued interest on the notes payable to Mr. Gibbs was $325,650 and $257,916 at September 30, 2017 and December 31, 2016, respectively, and are included in Accrued interest - related parties on the accompanying consolidated balance sheets.

Note Payable – Related Party

On September 12, 2016 we executed a Note Payable (“Note”) with Mr. John Power, the Company’s President and Chief Executive Officer in the amount of $45,000. The Note accrues interest at 6% per year, and matures on September 12, 2018. The Note requires monthly principal and interest payments of $1,994 beginning on October 12, 2016. During the nine months ended September 30, 2017 a total of $17,950 of regularly scheduled principal and interest payments were made. At September 30, 2017 and December 31, 2016 the Note balance was $23,173 and $39,665, respectively. A total of $68 of interest had accrued since the last payment and is included in Accrued interest – related parties on the accompanying consolidated balance sheets.

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Interest Expense – Related Parties

Total related party interest expense was $69,136 and $59,881 for the nine months ended September 30, 2017 and 2016, respectively. Total related party interest expense was $23,824 and $20,981 for the three months ended September 30, 2017 and 2016, respectively.

Note 6 - Commitments and Contingencies

We are subject to various commitments and contingencies under the Langtry Lease/Option to Purchase as discussed in Note 2 – Mining Rights and Properties.

Note 7 - Share-based Compensation5 – Commitments and Contingencies

2004 Equity Incentive Plan

A summary of our stock option activity for options issued under the 2004 Equity Incentive Plan as well as options outstanding that were issued outside the Plan is as follows:

All outstanding options at both September 30, 2017We are subject to various commitments and December 31, 2016 represent options issued outside the 2004 Equity Incentive Plan.contingencies.

The weighted average contractual life of all outstanding options at September 30, 2017 was 0.52 years. No share based compensation expense was recorded for either the three or nine months ended September 30, 2017 or 2016.

Note 86 – Related Party Transactions

Conflicts of Interests

Magellan Gold Corporation (“Magellan”) is a company under common control. Mr. Power is a significant shareholder and director of both Athena and Magellan. Mr.John Gibbs is a significant shareholder and creditor (see Note 5 – Credit Agreement and Notes Payable – Related Parties), in both Athena and Magellan. Athena and Magellan are both involved in the business of acquisition and exploration of mineral resources.

Silver Saddle Resources, LLC (“Silver Saddle”) is also a company under common control. Mr. Power and Mr. Gibbs are the owners and managing members of Silver Saddle. Athena and Silver Saddle are both involved in the business of acquisition and exploration of mineral resources.

There exists no arrangement or understanding with respect to the resolution of future conflicts of interest. 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.

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Management and Director Fees – Related Parties

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. For each of the three and nine-months ended September 30, 2017 and 2016, a total of $7,500 and $22,500, respectively,Athena, $15,000 was recorded as management fees and are included in general and administrative expenses in the accompanying consolidated statements of operations. As of September 30, 2017 and December 31, 2016, $45,000 and $25,000, respectively, of management fees due to Mr. Power had not been paid and are included in accrued liabilities – related parties on the accompanying consolidated balance sheets.

The Company is subject to an agreement with a Director to pay a retainer fee of $1,000 per month for his services. For eachEach of the three and nine months ended September 30, 2017 and 2016,four Board of Directors received a $7,500 annual director’s fee for a total of $3,000 and $9,000, respectively, was charged as director fees and is included in general and administrative expenses on the accompanying consolidated statements of operations. At both September 30, 2017 and December 31, 2016 a total of $12,000 was unpaid and included in accrued liabilities – related parties on the accompanying consolidated balance sheets.$30,000.

Accrued Interest - Related Parties

At September 30, 2017 and December 31, 2016, Accrued interest - related parties includes accrued interest payable to Mr. Gibbs in the amounts of $325,650 and $257,916, respectively, representing unpaid interest on the convertible credit facility. In addition, at September 30, 2017 and December 31, 2016, Accrued interest - related parties includes $68 and $124 of interest accrued on the installment Note payable due to Mr. Power.

Advances Payable - Related Parties

Mr. Power has on occasion advanced the Company funds generally utilized for day-to-day operating requirements. These advances are non-interest bearing and are generally repaid as cash becomes available.

During the nine months ended September 30, 2017, Mr. Power made short-termmakes advances to the Company for ordinary business expenses with a balance due as of $4,700, allJune 30, 2023 of which was repaid during the period. During the nine months ended September 30, 2016, Mr. Power made short-term advances to$58,043.

Note Payable

In January 2023, the Company of $7,250, of which $5,750 was repaid during the period. At both September 30, 2017 and December 31, 2016, executed a promissory note with John Gibbs for $25,000no at advances6% that is payable on demand. The amount were outstanding.

The Company also utilizes credit cards owned by Mr. Power to pay various obligations when an online payment is required, the availability of cash is limited, or the timingconverted into equity as part of the payments is considered critical.April 2023 private placement.

Note 9 - 7 – Subsequent Events

Subsequent to September 30, 2017 the Company borrowed an additional $10,000 under the credit agreement from Mr. Gibbs.None

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

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

The following discussion and analysis providesprovide information that management believes is relevant for an assessment and understanding of our results of operations and financial condition. This information should be read in conjunction with our audited consolidated financial statements which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016,2022, and our interim unaudited condensed consolidated financial statements and notes thereto included with this report in Part I. Item 1.

Forward-Looking Statements

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

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

Business Overview

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

On March 15, 2010,In December 2009, we entered intoformed and organized a Mining Lease with Option to Purchase (the “Langtry Lease” or the “Lease”wholly-owned subsidiary, Athena Minerals, Inc. (“Athena Minerals”) which granted usowns and operates mining interests and property in California. On December 31, 2020 we sold the subsidiary to Mr. John Gibbs, a 20 year lease to develop and conduct mining operations onrelated party, in a 413 acre group of 20 patented mining claims located in the Calico Mining District (the “Langtry Property”, or the “Property”), also with an option to purchase the Property. This Property is located at the base of the Calico Mountains northeast of Barstow, in San Bernardino County, California. We also entered into amendments #1, #2 and #3 to the lease.non-cash exchange.

In March 2016, we entered into a new lease/option agreementThe 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 replaced the prior mining lease and its amendments #1, #2 and #3. In addition to the patented claims controlled through this mining lease, the Company has staked and acquired unpatented mining claims that together represent the Langtry project.are prospective for mining.

During the first quarter of 2011, we completed a 13-hole drilling program on our Langtry Property in an effort to validate the results of an earlier drilling program undertaken by a previous owner of the Property during the 1960’s and 1970’s and to further define silver deposits near historic workings on the Property. During the remainder of 2011 and during the first quarter of 2012, we evaluated the results of our drilling program, performed metallurgical studies and hired an independent firm to estimate our resources. In May 2012, our independent consultant issued a NI 43-101 report following the guidelines specified by the Canadian Council of Professional Geoscientists and included a description of the Langtry Property and location, history, geological setting, deposit types, mineralization, exploration, drilling, sampling method

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and approach, sample preparation, analyses and security, data verification, mineral resource and mineral reserve estimates, as well as other relevant data and information. Since the completion of these work programs on the property, we have not had the resources to do further field work and have focused on other ways to maximize value through the renegotiation of our lease obligation into a more favorable lease/option agreement, renegotiating the net smelter royalty on the Langtry patented claims, acquiring additional mining claims adjacent to the Langtry patented claims and working with San Bernardino County to confirm our vested mining right for the Langtry patented claims held under the lease/option agreement.

We continue to evaluate strategies to enhance the value of our mining assets subject to restrictions based on our limited capital available under our line of credit. Our ongoing mineral lease payments, exploration and development efforts and general and administrative expenses will require additional capital.

Results of Operations:

Our analysis presented below is organized to provide the information we believe will be instructive for understanding our historical performance and relevant trends going forward.  This discussion should be read in conjunction with our consolidated financial statements, including the notes thereto, included in this Quarterly Report on Form 10-Q.

Results of Operations for the Three Months Ended SeptemberJune 30, 20172023 and 20162022

A summary of our results from operations is as follows:

During the three months ended September 30, 2017, our net income was $4,399 as compared to a net loss of $30,039 during the same period in 2016. The $34,438 decrease in our loss was mainly attributable to a non-cash gain in 2017 due to a change in the value of our derivative liability associated with a convertible note payable.

Operating expenses:

During the three months ended September 30, 2017, our total operating expenses increased $4,098, or 12%, from $32,737 to $36,835 for the three months ended September 30, 2016 and 2017, respectively.

During the three months ended September 30, 2017, we incurred no exploration costs. During the three months ended September 30, 2016, we incurred $9,326 of exploration costs, which primarily consisted of title research and survey expenses associated with our land acquisition and other potential land acquisitions.

Our general and administrative expenses increased by $13,424, or 57%, from $23,411 to $36,835 for the three months ended September 30, 2016 and 2017, respectively.  The increase is primarily attributable to increases in professional services fees and amounts paid to maintain our mining claims status.

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Other income and expense:

Our total other income, net was $41,234 during the three months ended September 30, 2017, as compared to total other income of $2,698 during the three months ended September 30, 2016.

For the three months ended September 30, 2017 we incurred a total of $24,736 in interest expense which included $23,454 in interest expense associated with our related party convertible credit facility, $371 associated with an installment note payable with our Chief Executive Officer, as well as $911 of interest expense associated with a convertible note payable originating in April 2015, from the conversion of certain amounts due our primary legal counsel.

For the three months ended September 30, 2016 we incurred a total of $21,792 in interest expense, of which $20,848 was associated with our related party convertible credit facility, $133 associated with an installment note payable with our Chief Executive Officer, as well as $811 of interest expense associated with a convertible note payable originating in April 2015, from the conversion of certain amounts due our primary legal counsel.

In April 2015, we converted certain amounts due our primary legal counsel to a convertible note payable in the face amount of $51,270.  The Note contains certain anti-dilution provisions that would reduce the conversion price should the Company issue common stock equivalents at a price less than the Note conversion price.  Accordingly, the conversion features of the Note were considered a discount to the Note at its inception of $31,710, which was charged to interest expense in the second quarter of 2015, and the establishment of a derivative liability.  The Note is evaluated quarterly, and upon any quarterly valuations in which the value of the discount changes we recognize a gain or loss due to a decrease or increase in the fair value of the derivative liability, respectively.  For the three months ended September 30, 2017 and 2016 the periodic valuations resulted in $65,970 and $24,490 decreases in the derivative liability, respectively, and a resulting credit to our results of operations as a change in the fair value of derivative liabilities.

Results of Operations for the NineSix Months Ended SeptemberJune 30, 20172023 and 20162022

A summary of our results from operations is as follows:

During the nine months ended September 30, 2017, our net loss was $145,276 as compared to a net loss of $231,864 during the same period in 2016. The $86,588 decrease in our loss was mainly attributable to certain non-cash charges due to changes in the values of our derivative liabilities associated with a convertible note payable and outstanding warrants.

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Operating expenses:

For the three months ending June 30, 2023, the Company increased general and administrative expenses by approximately $25,000. The increase was due to the following approximate year over year variances:

For the six months ending June 30, 2023, the Company increased general and administrative expenses by approximately $28,000. The increase was due to the following approximate year over year variances:

During the ninethree and six months ended SeptemberJune 30, 2017, our total operating expenses decreased $3,236, or 3%, from $114,158 to $110,922 for the nine months ended September 30, 2016 and 2017, respectively.

During the nine months ended September 30, 2017,2023, we incurred $761approximately $187,000 and $204,000, respectively of exploration costs, consisting of legal and surveywhich were costs associated with our mineral rights holdings.  DuringRC drill program on our flagship Excelsior Springs project. This is in comparison from the ninethree and six months ended SeptemberJune 30, 2016, we incurred $9,4892022 of exploration costs primarily consisting of title researchapproximately $113,000 and survey expenses associated with the land acquired and other acquisition targets.$306,000, respectively.

Our general and administrative expenses increased $5,492, or 5%, from $104,669 to $110,161 for the nine months ended September 30, 2016 and 2017, respectively.  The increase is primarily attributable to amounts paid to maintain our mining claims status.

Other income and expense:

The revaluation of warrant liability for the three and six months ended June 30, 2023 is based on the following warrants that were issued as part of the private placements as detailed in Note 4 to the financial statements.

Our total other expenses were $34,354 during the nine months ended September 30, 2017, as compared to total other expenses of $117,706 during the nine months ended September 30, 2016.