Athena Gold (AHNR) POS AM 21 Jun 23 Prospectus update (post-effective amendment) Financial data

Cover

Cover	3 Months Ended
	Mar. 31, 2023
Cover [Abstract]
Document Type	POS AM
Amendment Flag	true
Amendment Description	POS AM Amend 2
Entity Registrant Name	ATHENA GOLD CORP.
Entity Central Index Key	0001304409
Entity Tax Identification Number	90-0775276
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2010 A Harbison Drive, #312
Entity Address, City or Town	Vacaville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95687
City Area Code	707
Local Phone Number	291-6198
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 3,425	$ 15,075
Prepaid expenses	16,000	32,200
Total current assets	19,425	47,275
Other assets
Mineral Rights	6,196,114	6,196,114
Total other assets	6,196,114	6,196,114
Total assets	6,215,539	6,243,389
Current liabilities
Accounts payable	158,337	143,939
Advanced deposits	25,000	0
Note payable	79,140	106,210
Total current liabilities	387,537	280,155
Long term liabilities
Warrant liability	603,127	999,820
Total long term liabilities	603,127	999,820
Total liabilities	990,664	1,279,975
Stockholders' equity
Preferred stock, $.0001 par value, 5,000,000 shares authorized, none outstanding	0	0
Common stock - $0.0001 par value; 250,000,000 shares authorized, 136,091,400 issued and outstanding	13,609	13,609
Additional paid in capital	16,674,603	16,652,603
Accumulated deficit	(11,463,337)	(11,702,798)
Total stockholders' equity	5,224,875	4,963,414
Total liabilities and stockholders' equity	$ 6,215,539	$ 6,243,389

CONSOLIDATED BALANCE SHEETS (_2

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	136,091,400	136,091,400
Common stock, shares outstanding	136,091,400	136,091,400

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses
Exploration, evaluation and project expenses	$ 16,768	$ 192,566
General and administrative expenses	140,464	137,588
Total operating expenses	157,232	330,154
Net operating loss	(157,232)	(330,154)
Revaluation of warrant liability	396,693	592,098
Net income	$ 239,461	$ 261,944

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Weighted average number of shares outstanding, basic	136,091,400	119,858,700
Weighted average number of shares outstanding, diluted	136,091,400	119,858,700
Earnings per share, basic	$ 0	$ 0
Earnings per share, diluted	$ 0	$ 0

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Common Stock [Member]
Statement [Line Items]
Beginning balance, value	$ 13,609	$ 11,986
Beginning balance, shares	136,091,400	119,858,700
Stock based compensation
Net income
Ending balance, value	$ 13,609	$ 11,986
Ending balance, shares	136,091,400	119,858,700
Additional Paid-in Capital [Member]
Statement [Line Items]
Beginning balance, value	$ 16,652,603	$ 16,056,561
Stock based compensation	22,000	11,888
Net income
Ending balance, value	16,674,603	16,068,449
Retained Earnings [Member]
Statement [Line Items]
Beginning balance, value	(11,702,798)	(11,019,140)
Stock based compensation
Net income	239,461	261,944
Ending balance, value	(11,463,337)	(10,757,196)
Beginning balance, value	4,963,414	5,049,407
Stock based compensation	22,000	11,888
Net income	239,461	261,944
Ending balance, value	$ 5,224,875	$ 5,323,239

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net income	$ 239,461	$ 261,944
Adjustments to reconcile net income to net cash used in operating activities
Revaluation of warrant liability	(396,693)	(592,098)
Share based compensation	22,000	11,888
Change in operating assets and liabilities:
Prepaid expense	16,200	10,825
Accounts payable	14,398	199,766
Accounts payable - related party	70,054	0
Advanced deposits	25,000	0
Net cash used in operating activities	(9,580)	(107,675)
Cash flows from financing activities
Proceeds from note payable - related parties	25,000	75,000
Payments on notes payable	(27,070)	0
Net cash provided by (used in) financing activities	(2,070)	75,000
Net decrease in cash	(11,650)	(32,675)
Cash, beginning of period	15,075	72,822
Cash, end of period	3,425	40,147
Supplemental disclosure of cash flow information
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

Nature of Business and Summary

Nature of Business and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Nature of Business and Summary of Significant Accounting Policies	Note 1 – Nature of Business and Summary of Significant Accounting Policies Nature of Operations 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. In December 2009, we formed and organized a wholly-owned subsidiary, Athena Minerals, Inc. (“Athena Minerals”) which owns and operates mining interests and property in California. On December 31, 2020 we sold the subsidiary to Mr. John Gibbs, a related party, in a non-cash exchange. 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 We prepared these interim financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month periods ended March 31, 2023 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim consolidated financial statements should be read in conjunction with the audited financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Foreign Currency Translation The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. The Company has not entered any contracts to manage foreign exchange risk. The functional currency of the Company is the US dollar; therefore, the Company is exposed to currency risk from financial assets and liabilities denominated in Canadian dollars. Recent Accounting Pronouncements The Company is not aware of any recent accounting pronouncements expected to have a material impact on the consolidated financial statements. Liquidity and 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. At March 31, 2023, we had not yet achieved profitable operations and we have accumulated losses of approximately $ 11,000,000 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 assess 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 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 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. 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, 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). Earnings per Common Share The Company incurred a net income for the three months ended March 31, 2023 and 2022, respectively. In periods where the Company has a net income certain options and warrants are included in the computation of diluted shares outstanding, however, the options and warrants were not included in the calculation because they were “out-of-the money”.

Mineral Rights - Excelsior Spri

Mineral Rights - Excelsior Springs	3 Months Ended
	Mar. 31, 2023
Mineral Rights - Excelsior Springs
Mineral Rights - Excelsior Springs	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”). 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 45,000,000 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 $ 185,000 · $ 25,000 · $ 35,000 · $ 125,000 25,000

Common Stock and Warrants

Common Stock and Warrants	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Common Stock and Warrants	Note 3 – Common Stock and Warrants 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 8,807,700 184,350 14,748 689,868 26,100 443,110 26,100 463 In April 2022 the Company completed a private placement in which we sold 6,250,000 70,000 394,082 50,000 25,000 1,181,250 3,375,000 75,000 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 March 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 March 31, 2023: Schedule of warrants issued and outstanding Date Issued Date Expired Exercise Price (CAD) Valuation Volatility Warrants Issued Subscription Warrants 5/25/2021 5/31/2024 $ 0.15 $ 121,656 119 6,250,000 9/30/2021 5/31/2024 $ 0.15 61,198 119 3,108,700 4/14/2022 4/13/2025 $ 0.15 180,405 118 6,250,000 8/12/2022 8/12/2024 $ 0.12 86,929 124 3,247,500 8/31/2022 8/31/2024 $ 0.12 63,022 125 2,300,000 9/14/2022 9/14/2024 $ 0.12 75,738 124 2,760,200 10/24/2022 10/24/2024 $ 0.12 14,179 122 500,000 Broker Warrants 5/25/2021 5/31/2023 $ 0.15 173,810 9/30/2021 9/30/2023 $ 0.15 91,000 4/14/2022 4/13/2025 $ 0.15 70,000 8/31/2022 8/31/2024 $ 0.12 104,250 9/14/2022 9/14/2024 $ 0.12 80,100 $ 603,127 24,935,560 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 – Issued 15,312,050 Expired – Balance at December 31, 2022 24,935,560 Exercised – Issued – Expired – Balance at March 31, 2023 24,935,560

Share Based Compensation

Share Based Compensation	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Share Based Compensation	Note 4 – Share Based Compensation On January 16, 2023, the Company granted 250,000 0.0675 13,267 7,738 On October 12, 2022, the Company granted 2,250,000 0.06 106,109 On August 24, 2022, the Company granted 730,000 0.06 43,456 On March 22, 2021, the Company granted 2,000,000 0.09 190,202 14,262 A summary of the stock options as of March 31, 2023, and changes during the periods are presented below: Schedule of share-based compensation assumptions SBC Expense - 3 Months Ending Grant Date Expiration Date Exercise Price Valuation Volatility Options Granted Expected Life (Yrs) 3/31/2023 3/31/2022 3/22/2021 3/22/2026 $ 0.0900 $ 190,202 211 2,000,000 3.4 $ 14,262 $ 11,888 8/24/2022 8/24/2032 $ 0.0600 $ 43,456 178 730,000 5.5 – – 10/12/2022 10/12/2032 $ 0.0600 $ 106,109 162 2,250,000 5.5 – – 1/16/2023 1/16/2028 $ 0.0675 $ 13,267 174 250,000 3.3 7,738 – $ 22,000 $ 11,888 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 – – – – Issued 2,980,000 0.06 10.0 – Canceled – – – – Balance at December 31, 2022 4,980,000 0.07 7.1 – Exercised – – – – Issued 250,000 0.068 5.0 – Canceled – – – – Balance at March 31, 2023 5,230,000 0.07 6.8 – Options exercisable at March 31, 2023 5,105,000 0.07 6.8 –

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 – Commitments and Contingencies We are subject to various commitments and contingencies.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 – Related Party Transactions Conflicts of Interests Magellan Gold Corporation (“Magellan”) is a company under common control. Mr. John Gibbs is a significant shareholder 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. Management 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, $ 7,500 100,060 Note Payable In January 2023, the Company executed a promissory note with John Gibbs for $ 25,000 6 In March 2023, the Company received an advance deposit of $ 25,000

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 7 – Subsequent Events Effective April 24, 2023, the Company completed the sale of an aggregate of C$1,015,000 of its Units at a purchase price of C$.07 per Unit for a total of 14,500,000 Units. Each Unit consisted of one share of Common Stock and one common stock purchase warrant exercisable for two years to purchase one additional share of Common Stock at a price of C$0.10 per share. The Company paid finders’ fees in the amount of C$7,921 in connection with the sale of the Units. The finders were also entitled to 6% warrants based on the number of Units sold and received 220,303 broker warrants. These shares have not been issued as of the date of this filing.

Nature of Business and Summar_2

Nature of Business and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Nature of Operations	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. In December 2009, we formed and organized a wholly-owned subsidiary, Athena Minerals, Inc. (“Athena Minerals”) which owns and operates mining interests and property in California. On December 31, 2020 we sold the subsidiary to Mr. John Gibbs, a related party, in a non-cash exchange. 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	Basis of Presentation We prepared these interim financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month periods ended March 31, 2023 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim consolidated financial statements should be read in conjunction with the audited financial statements and the footnotes thereto contained in our Annual Report on Form 10-K for the year ended December 31, 2022.
Foreign Currency Translation	Foreign Currency Translation The Company is exposed to currency risk on transactions and balances in currencies other than the functional currency. The Company has not entered any contracts to manage foreign exchange risk. The functional currency of the Company is the US dollar; therefore, the Company is exposed to currency risk from financial assets and liabilities denominated in Canadian dollars.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company is not aware of any recent accounting pronouncements expected to have a material impact on the consolidated financial statements.
Liquidity and Going Concern	Liquidity and 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. At March 31, 2023, we had not yet achieved profitable operations and we have accumulated losses of approximately $ 11,000,000
Impairment of Long-lived Assets	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 assess 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.
Exploration Costs	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 consolidated balance sheets.
Stock-Based Compensation	Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). This ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The estimated fair value of each stock option as of the date of grant was calculated using the Black-Scholes pricing model. The Company estimates the volatility of its common stock at the date of grant based on Company stock price history. The Company determines the expected life based on the simplified method given that its own historical share option exercise experience does not provide a reasonable basis for estimating expected term. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The shares of common stock subject to the stock-based compensation plan shall consist of unissued shares, treasury shares or previously issued shares held by any subsidiary of the Company, and such number of shares of common stock are reserved for such purpose.
Fair Value of Financial Instruments	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, 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).
Earnings per Common Share	Earnings per Common Share The Company incurred a net income for the three months ended March 31, 2023 and 2022, respectively. In periods where the Company has a net income certain options and warrants are included in the computation of diluted shares outstanding, however, the options and warrants were not included in the calculation because they were “out-of-the money”.

Common Stock and Warrants (Tabl

Common Stock and Warrants (Tables)	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
Schedule of warrants issued and outstanding	Schedule of warrants issued and outstanding Date Issued Date Expired Exercise Price (CAD) Valuation Volatility Warrants Issued Subscription Warrants 5/25/2021 5/31/2024 $ 0.15 $ 121,656 119 6,250,000 9/30/2021 5/31/2024 $ 0.15 61,198 119 3,108,700 4/14/2022 4/13/2025 $ 0.15 180,405 118 6,250,000 8/12/2022 8/12/2024 $ 0.12 86,929 124 3,247,500 8/31/2022 8/31/2024 $ 0.12 63,022 125 2,300,000 9/14/2022 9/14/2024 $ 0.12 75,738 124 2,760,200 10/24/2022 10/24/2024 $ 0.12 14,179 122 500,000 Broker Warrants 5/25/2021 5/31/2023 $ 0.15 173,810 9/30/2021 9/30/2023 $ 0.15 91,000 4/14/2022 4/13/2025 $ 0.15 70,000 8/31/2022 8/31/2024 $ 0.12 104,250 9/14/2022 9/14/2024 $ 0.12 80,100 $ 603,127 24,935,560

Share Based Compensation (Table

Share Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of share-based compensation assumptions	Schedule of share-based compensation assumptions SBC Expense - 3 Months Ending Grant Date Expiration Date Exercise Price Valuation Volatility Options Granted Expected Life (Yrs) 3/31/2023 3/31/2022 3/22/2021 3/22/2026 $ 0.0900 $ 190,202 211 2,000,000 3.4 $ 14,262 $ 11,888 8/24/2022 8/24/2032 $ 0.0600 $ 43,456 178 730,000 5.5 – – 10/12/2022 10/12/2032 $ 0.0600 $ 106,109 162 2,250,000 5.5 – – 1/16/2023 1/16/2028 $ 0.0675 $ 13,267 174 250,000 3.3 7,738 – $ 22,000 $ 11,888
Schedule of stock options activity	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 – – – – Issued 2,980,000 0.06 10.0 – Canceled – – – – Balance at December 31, 2022 4,980,000 0.07 7.1 – Exercised – – – – Issued 250,000 0.068 5.0 – Canceled – – – – Balance at March 31, 2023 5,230,000 0.07 6.8 – Options exercisable at March 31, 2023 5,105,000 0.07 6.8 –

Nature of Business and Summar_3

Nature of Business and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 31, 2023	Jan. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Accumulated deficit	$ (11,463,337)	$ 11,000,000	$ (11,702,798)

Mineral Rights - Excelsior Sp_2

Mineral Rights - Excelsior Springs (Details Narrative) - USD ($)	Jun. 09, 2022	Jun. 09, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Number value purchase price issuance	$ 35,000
Purchase acqusition	185,000
Repayments of loans from vendors	25,000
Loan settled	$ 125,000	$ 125,000
Repayment of Loans		$ 25,000
Nubian Resources [Member]
Restructuring Cost and Reserve [Line Items]
Number value purchase price issuance			$ 5,850,000
Stock Issued During Period, Shares, Acquisitions			45,000,000

Common Stock and Warrants (Deta

Common Stock and Warrants (Details - Warrants issued and outstanding)	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Subscription Warrants 1 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	5/25/2021
Expiration date	5/31/2024
Exercise price | $ / shares	$ 0.15
Valuation | $	$ 121,656
Volatility	119%
Warrants issued	6,250,000
Subscription Warrants 2 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	9/30/2021
Expiration date	5/31/2024
Exercise price | $ / shares	$ 0.15
Valuation | $	$ 61,198
Volatility	119%
Warrants issued	3,108,700
Subscription Warrants 3 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	4/14/2022
Expiration date	4/13/2025
Exercise price | $ / shares	$ 0.15
Valuation | $	$ 180,405
Volatility	118%
Warrants issued	6,250,000
Subscription Warrants 4 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	8/12/2022
Expiration date	8/12/2024
Exercise price | $ / shares	$ 0.12
Valuation | $	$ 86,929
Volatility	124%
Warrants issued	3,247,500
Subscription Warrants 5 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	8/31/2022
Expiration date	8/31/2024
Exercise price | $ / shares	$ 0.12
Valuation | $	$ 63,022
Volatility	125%
Warrants issued	2,300,000
Subscription Warrants 6 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	9/14/2022
Expiration date	9/14/2024
Exercise price | $ / shares	$ 0.12
Valuation | $	$ 75,738
Volatility	124%
Warrants issued	2,760,200
Subscription Warrants 7 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	10/24/2022
Expiration date	10/24/2024
Exercise price | $ / shares	$ 0.12
Valuation | $	$ 14,179
Volatility	122%
Warrants issued	500,000
Broker Warrants 1 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	5/25/2021
Expiration date	5/31/2023
Exercise price | $ / shares	$ 0.15
Warrants issued	173,810
Broker Warrants 2 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	9/30/2021
Expiration date	9/30/2023
Exercise price | $ / shares	$ 0.15
Warrants issued	91,000
Broker Warrants 3 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	4/14/2022
Expiration date	4/13/2025
Exercise price | $ / shares	$ 0.15
Warrants issued	70,000
Broker Warrants 4 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	8/31/2022
Expiration date	8/31/2024
Exercise price | $ / shares	$ 0.12
Warrants issued	104,250
Broker Warrants 5 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issued date	9/14/2022
Expiration date	9/14/2024
Exercise price | $ / shares	$ 0.12
Warrants issued	80,100
Broker Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Valuation | $	$ 603,127
Warrants issued	24,935,560

Common Stock and Warrants (De_2

Common Stock and Warrants (Details - Warrants exercised, issued and expired) - Warrants [Member] - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrant outstanding at beginning, balance	24,935,560	9,623,510
Warrants exercised	0	0
Warrants issued	0	15,312,050
Warrants expired	0	0
Warrant outstanding at beginning, balance	24,935,560	24,935,560

Common Stock and Warrants (De_3

Common Stock and Warrants (Details Narrative)

1 Months Ended

3 Months Ended

Oct. 28, 2022 shares

Sep. 30, 2022 CAD ($) shares

Sep. 14, 2022 shares

Aug. 31, 2022 shares

Aug. 12, 2022 shares

Apr. 30, 2022 USD ($) shares

Sep. 30, 2022 USD ($)

Jun. 30, 2022 USD ($)

Apr. 30, 2022 shares

Mar. 31, 2023 USD ($)

Mar. 31, 2023 CAD ($)

Mar. 31, 2022 USD ($)

John Gibbs [Member] | Mineral Property Payment [Member]

Class of Stock [Line Items]

Notes payable | $

$ 75,000

$ 26,100

Promissory Note [Member] | John Gibbs [Member]

Class of Stock [Line Items]

Note payable | $

$ 26,100

Promissory Note One [Member] | John Gibbs [Member]

Class of Stock [Line Items]

Note payable | $

$ 50,000

Promissory Note Two [Member] | John Gibbs [Member]

Class of Stock [Line Items]

Note payable | $

$ 25,000

Placement Sept 2022 [Member] | Common Stock And One Warrant Unit [Member] | Tranche One [Member]

Class of Stock [Line Items]

Stock issued new, shares

8,807,700

Placement Sept 2022 [Member] | Common Stock And One Warrant Unit [Member] | Tranche Two [Member]

Class of Stock [Line Items]

Stock issued new, shares

8,807,700

Placement Sept 2022 [Member] | Common Stock And One Warrant Unit [Member] | Tranche Three [Member]

Class of Stock [Line Items]

Stock issued new, shares

8,807,700

Placement Sept 2022 [Member] | Common Stock And One Warrant Unit [Member] | Tranche Four [Member]

Class of Stock [Line Items]

Stock issued new, shares

8,807,700

Placement Sept 2022 [Member] | Broker Warrants [Member]

Class of Stock [Line Items]

Broker warrants issued

184,350

Placement Sep 2022 [Member] | Common Stock And One Warrant Unit [Member]

Class of Stock [Line Items]

Payment of financing and stock issuance costs | $

$ 14,748

Proceeds from issuance or sale of equity | $

$ 689,868

Mineral Property Payment [Member] | John Gibbs [Member]

Class of Stock [Line Items]

Debt Conversion, Shares Issued

443,110

1,181,250

Placement April 2022 [Member] | John Gibbs [Member]

Class of Stock [Line Items]

Debt Conversion, Shares Issued

3,375,000

Placement April 2022 [Member] | Common Stock And One Warrant Unit [Member]

Class of Stock [Line Items]

Proceeds from issuance or sale of equity | $

$ 394,082

Placement April 2022 [Member] | Common Stock And One Warrant Unit [Member] | Tranche Four [Member]

Class of Stock [Line Items]

Stock issued new, shares

6,250,000

Placement April 2022 [Member] | Broker Warrants [Member]

Class of Stock [Line Items]

Broker warrants issued

70,000

Share-based compensation (Detai

Share-based compensation (Details - Assumptions) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stock Option 1 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration date	3/22/2026
Exercise price	$ 0.0900
Valuation	$ 190,202
Volatility	211%
Options granted	2,000,000
Expected life	3 years 4 months 24 days
Share based compensation expenses	$ 14,262	$ 11,888
Stock Option 2 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration date	8/24/2032
Exercise price	$ 0.0600
Valuation	$ 43,456
Volatility	178%
Options granted	730,000
Expected life	5 years 6 months
Share based compensation expenses	$ 0	0
Stock Option 3 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration date	10/12/2032
Exercise price	$ 0.0600
Valuation	$ 106,109
Volatility	162%
Options granted	2,250,000
Expected life	5 years 6 months
Share based compensation expenses	$ 0	0
Stock Option 4 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expiration date	1/16/2028
Exercise price	$ 0.0675
Valuation	$ 13,267
Volatility	174%
Options granted	250,000
Expected life	3 years 3 months 18 days
Share based compensation expenses	$ 7,738	0
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expenses	$ 22,000	$ 11,888

Share Based Compensation (Detai

Share Based Compensation (Details - Stock option) - Equity Option [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding at beginning	4,980,000	2,000,000
Weighted average exercise price outstanding at beginning	$ 0.07	$ 0.09
Weighted average remaining contractual life years	6 years 9 months 18 days	7 years 1 month 6 days	4 years 2 months 12 days
Aggregate intrinsic value option exercisable			$ 80,000
Stock option exercised	0	0
Weighted average exercise price Exercised	$ 0	$ 0
Stock option Issued	250,000	2,980,000
Weighted average exercise price Issued	$ 0.068	$ 0.06
Weighted average remaining contractual life years Issued	5 years	10 years
Stock option Canceled	0	0
Weighted average exercise price Canceled	$ 0	$ 0
Outstanding at ending	5,230,000	4,980,000	2,000,000
Weighted average exercise price outstanding at ending	$ 0.07	$ 0.07	$ 0.09
Option Exercisable at ending	5,105,000
Weighted average exercise price option exercisable	$ 0.07
Weighted average remaining contractual life years Exercisable	6 years 9 months 18 days

Share Based Compensation (Det_2

Share Based Compensation (Details Narrative) - USD ($)					3 Months Ended
	Jan. 16, 2023	Oct. 12, 2022	Aug. 24, 2022	Mar. 22, 2021	Mar. 31, 2023	Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock based compensation expense					$ 22,000	$ 11,888
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options granted	250,000	2,250,000	730,000	2,000,000
Share price	$ 0.0675	$ 0.06	$ 0.06	$ 0.09
Number of options granted, value	$ 13,267	$ 106,109	$ 43,456	$ 190,202
Stock based compensation expense					$ 7,738
Stock Option 1 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options granted					2,000,000
Number of options granted, value					$ 190,202
Stock based compensation expense					$ 14,262

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Jan. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Note payable	$ 79,140		$ 106,210
Advance deposit	25,000		$ 0
Power [Member]
Related Party Transaction [Line Items]
Professional and Contract Services Expense	7,500
Gibbs [Member]
Related Party Transaction [Line Items]
Advance deposit	$ 25,000
Gibbs [Member] | Promissory Note [Member]
Related Party Transaction [Line Items]
Note payable		$ 25,000
Interest rate		6%