Correspondence 0001683168-25-000536 from ATHENA GOLD CORP (AHNR) (CIK 0001304409) (AHNRF)

ATHENA GOLD CORP (AHNR) (CIK 0001304409)
Date: Jan. 24, 2025 · CIK: 0001304409 · Accession: 0001683168-25-000536

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AI Filing Summary & Sentiment

File numbers found in text: 333-283404

Date

January 24, 2025

Author

/s/ John C. Power

Form

CORRESP

Company

ATHENA GOLD CORP (AHNR) (CIK 0001304409)

Letter

Re: Athena Gold Corporation

ATHENA GOLD CORPORATION

January 24, 2025

VIA EDGAR

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Attention: Liz Packebusch, Esq.

Amendment No. 1 to Registration Statement on Form S-4

Filed January 24, 2025

SEC File No. 333-283404

Ladies and Gentlemen:

On behalf of Athena Gold Corporation (the "Company"), we are filing via EDGAR the Pre-Effective Amendment No. 1 to Registration Statement on Form S-4 (the “Amendment”).

Changes contained in the Amendment can be summarized as follows:

At the direction of the Commission, the Amendment includes:

1. A revised Exhibit 5.1 opinion of Cassels, Brock and Blackwell, LLP, Vancouver, British Columbia, opining as to the legality of the securities being registered in the Amendment under British Columbia law.

2. A new Exhibit 8.1 opinion of Cassels, Brock and Blackwell, LLP, Vancouver, British Columbia, opining as to disclosures in the Amendment related to Canadian federal tax matters.

3. A new Exhibit 8.2 of Polaris Tax Counsel, Vancouver, British Columbia, opining as to disclosures in the Amendment related to US federal tax matters.

4. General updates of numerous factual disclosures.

Thank you very much for your consideration.

Sincerely,
/s/ John C. Power

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CORRESP
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filename1.htm

ATHENA GOLD CORPORATION

January 24, 2025

VIA EDGAR

United States Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

Attention: Liz Packebusch, Esq.

    Re:
    Athena Gold Corporation

    Amendment No. 1 to Registration Statement on Form S-4

    Filed January 24, 2025

    SEC File No. 333-283404

Ladies and Gentlemen:

On
behalf of Athena Gold Corporation (the "Company"), we are filing via EDGAR the Pre-Effective Amendment No. 1 to Registration
Statement on Form S-4 (the “Amendment”).

Changes contained in the Amendment
can be summarized as follows:

At the direction of the Commission, the Amendment includes:

 1. A revised Exhibit 5.1 opinion of Cassels, Brock and Blackwell, LLP, Vancouver, British Columbia, opining as to the legality of the
securities being registered in the Amendment under British Columbia law.

 2. A new Exhibit 8.1 opinion of Cassels, Brock and Blackwell, LLP, Vancouver, British Columbia, opining as to disclosures in the Amendment
related to Canadian federal tax matters.

 3. A new Exhibit 8.2 of Polaris Tax Counsel, Vancouver, British Columbia, opining as to disclosures in the Amendment related to US federal
tax matters.

 4. General updates of numerous factual disclosures.

Thank
you very much for your consideration.

    Sincerely,

    /s/ John C. Power

    John C. Power

    President

SecProbe.io