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Correspondence 0001683168-23-000610 from ATHENA GOLD CORP (AHNR) (CIK 0001304409) (AHNRF)

ATHENA GOLD CORP (AHNR) (CIK 0001304409)
Date: Feb. 7, 2023 · CIK: 0001304409 · Accession: 0001683168-23-000610

AI Filing Summary & Sentiment

File numbers found in text: 333-265676

Date
February 7, 2023
Author
/s/ John C. Power
Form
CORRESP
Company
ATHENA GOLD CORP (AHNR) (CIK 0001304409)

Letter

ATHENA GOLD CORPORATION

2010A Harbison Dr. #312

Vacaville, CA 95867

February 7, 2023

VIA EDGAR

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Re: Athena Gold Corporation

Amendment No. 2 to Registration Statement on Form S-1

Filed January 25, 2023

SEC File No. 333-265676

Request for Acceleration of Effectiveness

Ladies and Gentlemen:

On behalf of Athena Gold Corporation (the “Company”) and pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, the Company hereby requests an acceleration of the effective date of its Registration Statement on Form S-1 so that it will become effective at 11:00 a.m., Eastern Time, on Friday, February 10, 2023, or as soon thereafter as may be practicable.

The Company acknowledges that:

· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and,

· the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you very much for your consideration.

Sincerely,
/s/ John C. Power

Show Raw Text
CORRESP
1
filename1.htm

ATHENA GOLD CORPORATION

2010A Harbison Dr. #312

Vacaville, CA 95867

February 7, 2023

VIA EDGAR

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

    Re:
    Athena Gold Corporation

    Amendment No. 2 to Registration Statement on Form S-1

    Filed January 25, 2023

    SEC File No. 333-265676

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

On behalf of Athena Gold
Corporation (the “Company”) and pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended,
the Company hereby requests an acceleration of the effective date of its Registration Statement on Form S-1 so that it will become
effective at 11:00 a.m., Eastern Time, on Friday, February 10, 2023, or as soon thereafter as may be practicable.

The
Company acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective,
it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and,

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 Thank
you very much for your consideration.

    Sincerely,

    /s/ John C. Power

    John C. Power

    President