SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gibbs John D

(Last)

(First)

(Middle)

C/O ATHENA GOLD CORPORATION

2010 A HARBISON DRIVE, #312

(Street)

VACAVILLE

95687

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ATHENA GOLD CORP [ AHNR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								29,518,239	D
Common Stock	01/17/2024		P		1,875,000	A	$0.03⁽¹⁾	31,393,239	D
Common Stock								5,655,500	I	Tri Power Resources
Common Stock								500,000	I	Redwood Microcap Fund

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrant	$0.1234⁽²⁾							05/12/2021	05/31/2024	Common Stock	2,200,000		2,200,000	D
Common Stock Warrant	$0.1234⁽³⁾							04/13/2022	04/13/2025	Common Stock	1,181,250		1,181,250	D
Common Stock Warrant	$0.1234⁽⁴⁾							04/21/2022	04/13/2024	Common Stock	2,193,752		2,193,752	D
Common Stock Warrant	$0.09⁽⁵⁾							09/23/2022	09/23/2024	Common Stock	860,200		860,200	D
Common Stock Warrant	$0.073							04/24/2023	04/24/2025	Common Stock	1,428,571		1,428,571	D
Common Stock Warrant⁽⁶⁾	$0.037⁽⁷⁾	01/17/2024		P		1,875,000		01/17/2024	01/17/2025	Common Stock	1,875,000	$0.037⁽⁸⁾	1,875,000	D

Explanation of Responses:

1. Share price has been converted into US currency from Canadian $0.04

2. The exercise price has been converted into US currency from Canadian $0.15 per share.

3. The exercise price has been converted into US currency from Canadian $0.15 per share.

4. The exercise price has been converted into US currency from Canadian $0.15 per share.

5. The exercise price has been converted into US currency from Canadian $0.12 per share.

6. Each Warrant is exercisable into one Common Share at a price of USD$0.037/CAD$0.05per share. Each warrant is exercisable for a period of 12 months from the date of issuance.

7. The exercise price has been converted into US currency from Canadian $0.05 per share.

8. The exercise price has been converted into US currency from Canadian $0.05 per share.

	/s/ John D. Gibbs	01/18/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.