ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFICER; ELECTION OF DIRECTORS OR


           CERTAIN OFFICERS; APPOINTMENT OF CERTAIN OFFICERS



Effective May 6, 2021, John Power resigned as Chief Financial Officer ("CFO) of Athena Gold Corporation (the "Company").

On May 6, 2021 the Board of Directors (the "Board") appointed Ty Minnick to serve as the Company's new CFO.

The following is biographical information for Ty Minnick:

Ty Minnick, age 51, currently serves as a consultant for Augusta Gold Corp. He was appointed and served as the CFO for Bullfrog Gold Corp. from April, 2019 through October, 2020.

In addition, Mr. Minnick is a tax and business advisor for Grand Mesa CPAs in Grand Junction, Colorado, providing advisory and tax compliance for a variety of clients and industries.

Mr. Minnick received a Bachelor of Business Administration in accounting from Iowa State in 1992.

In consideration of services rendered as CFO of the Company, Mr. Minnick shall be paid a salary of $900 per month pursuant to the terms set forth in a Consulting Agreement filed herewith as Exhibit 10.1.

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