Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person * POWER JOHN C /CA/ 2. Issuer Name and Ticker or Trading Symbol ATHENA GOLD CORP [AHNRF] 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 (Last) (First) (Middle) C/O ATHENA GOLD CORPORATION, SUITE 204, 1497 MARTIN ST., 3. Date of Earliest Transaction (Month/Day/Year) 05/18/2026 (Street) WHITE ROCK V4B3WB 4. If Amendment, Date 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 (City) (State) (Zip) 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 9,898(1) I Through John Power 401(k) Common Stock 05/18/2026 P 2,602 A $0.325 12,500 I Through John Power 401(k) Common Stock 1,268,611(1) D Common Stock 05/18/2026 P 7,500 A $0.33 7,500 I John and Paula Power, JT

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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 Underlying Securities (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 of Derivative Security: 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 Options

$0.792(2)

10/12/2022

10/12/2032

Common Stock

50,505(1)

50,505

D

Common Stock Warrants

$1.188(3)(5)

10/25/2024

10/25/2027

Common Stock

29,798(1)

29,798

D

Common Stock Warrants

$0.841(4)

12/03/2024

12/03/2027

Common Stock

8,500(1)

8,500

D

Common Stock Options

$0.594(5)

03/19/2026

A

40,808(1)

03/19/2026

03/19/2036

Common Stock

40,808(1)

$ 0 (6)

40,808

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
POWER JOHN C /CA/ C/O ATHENA GOLD CORPORATION SUITE 204, 1497 MARTIN ST., WHITE ROCK V4B3WB	X	X	President and CEO

Signatures

/s/ John C. Power		05/20/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Number of Shares edited to reflect a 1-for-9.9 reverse stock split on April 2, 2026
(2)	The exercise price reflects an exercise price of CAN $0.08 multiplied by 9.9 to reflect a 1-for-9.9 reverse stock split on April 2, 2026.
(3)	The exercise price reflects an exercise price of CAN $0.12 multiplied by 9.9 to reflect a 1-for-9.9 reverse stock split on April 2, 2026
(4)	The exercise price reflects an exercise price of CAN $0.12 multiplied by 9.9 to reflect a 1-for-9.9 reverse stock split on April 2, 2026
(5)	The exercise price reflects an exercise price of CAN $0.06 multiplied by 9.9 to reflect a 1-for-9.9 reverse stock split on April 2, 2026.
(6)	The Common Stock Options were issued to the reporting pursuant to the Company's 2020 Equity Incentive Plan (the "Plan").

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