Form S-1 ATHENA GOLD CORP

Exhibit 5.0

 

 

Clifford L. Neuman, p.c.

Attorney at Law

 

6800 N. 79^th St., Ste. 200

Niwot, Colorado 80503

 

Telephone: (303) 449-2100

Facsimile: (303) 449-1045

E-mail: [email protected]

 

June 17, 2022

 

Athena Gold Corporation

2010A Harbison Dr., #312

Vacaville, CA 95687

 

Re:        Registration Statement on Form S-1

 

Sir or Madam:

 

We have acted as legal counsel for Athena Gold Corporation, a Delaware corporation (the "Company") in connection with the Company's Registration Statement on Form S-1 identified above (the "Registration Statement") filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Prospectus included as a part of the Registration Statement (the "Prospectus"), relating to the resale of up to 62,500,000 shares of Common Stock, $0.0001 par value, (the "Common Stock"), by the Selling Securityholders. The Common Stock was issued or is issuable to the Selling Securityholders pursuant to two separate unregistered sales of securities to the Selling Securityholders in several private placements. The Common Stock will be distributed by the Selling Securityholders in the manner set forth in the Registration Statement and Prospectus.

 

In connection with the following opinion, we have examined and have relied upon such documents, records, certificates, statements and instruments as we have deemed necessary and appropriate to render the opinion herein set forth.

 

Based upon the foregoing, it is our opinion that the Shares, when distributed in a manner consistent with the description contained in the Plan of Distribution included in the Prospectus will be legally issued, fully paid and nonassessable.

 

In rendering this opinion we have considered the Delaware General Corporation Law and all applicable provisions of Delaware statutory law and reported judicial decisions interpreting those laws.

 

The undersigned hereby consents to the filing this opinion as Exhibit 5.0 to the Pre-Effective Registration Statement on Form S-1 and to the use of its name in the Registration Statement.

 

	Sincerely,
	CLIFFORD L. NEUMAN, P.C.
	/s/ Clifford L. Neuman
	Clifford L. Neuman

 

 

Exhibit 23.2

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the inclusion in this Registration Statement on Form S-1 of our report dated March 31, 2022 with respect to the audited consolidated financial statements of Athena Gold Corporation for the years ended December 31, 2021 and 2020. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

 

We also consent to the references to us under the heading “Experts” in such Registration Statement.

 

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

June 17, 2022

 

 

 

 

 

Exhibit 107

 

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities  to be Registered	Amount  to be  Registered (1)	Proposed  Offering Price  Per Share(2)	Proposed Maximum  Aggregate  Offering Price	Amount of  Registration Fee
Common Stock, $0.0001 par value, to be offered for resale by the Selling Securityholders	50,000,000	$0.07	$3,500,000	$324.45
Common Stock, $0.0001 par value, to be offered for resale by the Selling Securityholders	6,250,000	$0.07	$437,500	$40.56
Common Stock, $0.0001 par value, to be offered for resale by the Selling Securityholders issuable upon the exercise of Warrants	6,250,000	$0.07	$437,500	$40.56
Total	62,500,000		$4,375,000	$405.57

 

	(1)	Pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), the common shares being registered hereunder include such indeterminate number of shares as may be issuable as a result of stock splits, stock dividends, anti-dilution adjustments or similar transactions.
	(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low sales prices of the Registrant’s common stock as reported on the OTCQB on May 31, 2022.

 

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