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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
POWER JOHN C /CA/

(Last) (First) (Middle)
C/O ATHENA GOLD CORPORATION
2010 A HARBISON DRIVE, #312

(Street)
VACAVILLE CA 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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/17/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
01/18/2024
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)
Code V Amount (A) or (D) Price
Common Stock 98,000 I Through John Power 401(k)
Common Stock 9,894,238 D
Common Stock 01/17/2024 P 1,875,000 A $0.03(1) 11,769,238 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrant $0.1234(2) 05/13/2021 05/31/2024 Common Stock 300,000 300,000 D
Common Stock Warrant $0.073(3) 04/24/2023 04/24/2025 Common Stock 171,000 171,000 D
Common Stock Warrant(4) $0.037(5) 01/17/2024 P 1,875,000 01/17/2024 01/17/2025 Common Stock 1,875,000 $0.037(6) 1,875,000 D
Common Stock Options $0.06(7) 10/12/2022 10/12/2032 Common Stock 500,000 500,000 D
Explanation of Responses:
1. The share price has been converted into US currency from Canadian $0.04 per share.
2. The exercise price has been converted into U.S. currency from Canadian $0.15 per share.
3. The exercise price has been converted into U.S. currency from Canadian $0.10 per share.
4. 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.
5. The exercise price has been converted into US currency from Canadian $0.05 per share.
6. The exercise price has been converted into US currency from Canadian $0.05 per share.
7. The exercise price has been converted into US Currency from Canadian $0.08 per share.
/s/ John C. Power 01/30/2024
** 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.