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Ownership Document |
Schema Version: X0407 |
Document Type: 4 |
Period of Report: 4/24/23 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1304409 |
| Issuer Name: ATHENA GOLD CORP |
| Issuer Trading Symbol: AHNR |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1318279 |
| | Owner Name: Gibbs John D |
| Reporting Owner Address: |
| | Owner Street 1: C/O ATHENA GOLD CORPORATION |
| | Owner Street 2: 2010 A HARBISON DRIVE #312 |
| | Owner City: VACAVILLE |
| | Owner State: CA |
| | Owner ZIP Code: 95687 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/24/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,428,571 |
| | | Transaction Price Per Share: |
| Value: 0.052 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 29,427,839 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 5,165,500 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Tri Power Resources |
| Non-Derivative Holding: |
| | Security Title: |
| | | Value: Common Stock |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 500,000 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: Redwood Microcap Fund |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock Warrant |
| | | Footnote ID: F1 |
| | Conversion or Exercise Price: |
| | | Value: 0.073 |
| | | Footnote ID: F2 |
| | Transaction Date: |
| | | Value: 4/24/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 1,428,571 |
| | | Transaction Price Per Share: |
| Value: 0.073 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 4/24/25 |
| | Expiration Date: |
| | | Value: 4/24/25 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 1,428,571 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 7,863,773 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Each Warrant is exercisable into one Common Share at a price of CAD $0.10 per Warrant for a period of two years from the date of issuance. |
| Footnote - F2: The exercise price has been converted into U.S. currency from CANADIAN $0.10 per share. |
Owner Signature: |
| Signature Name: /s/ John D. Gibbs |
| Signature Date: 4/27/23 |