Form 4 ATHENA GOLD CORP For: Sep 07 Filed by: Kushner Koby Soloman

September 28, 2026 4:13 PM EDT

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
Expires:	December 31, 2014
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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).

1. Name and Address of Reporting Person ^*

Kushner Koby Soloman

(Last)

(First)

(Middle)

C/O ATHENA GOLD CORPORATION

SUITE 301, 15 TORONTO ST.

(Street)

TORONTO

M5C 2E3

(City)

(State)

(Zip)

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	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2026

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								51 ⁽¹⁾	D
Common Stock								4,430,830 ⁽¹⁾	I	Shares are heldby Libra Lithium Corp, of which, Reporting Person is a control person. ⁽⁴⁾
Common Stock								174,772 ⁽¹⁾	I	Shares are held by Brie, Inc. of which, Reporting Person is a control person. ⁽⁴⁾

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 Options	$ 0.495 ⁽¹⁾							06/12/2025	06/12/2035	Common Stock	50,505 ⁽²⁾		50,505 ⁽²⁾	D
Common Stock Options	$ 0.594 ⁽¹⁾							03/19/2026	03/19/2036	Common Stock	40,808 ⁽²⁾		40,808 ⁽²⁾	D
Common Stock Warrants	$ 1.188 ⁽¹⁾							06/30/2025	06/30/2028	Common Stock	72,727 ⁽²⁾		72,727 ⁽²⁾	I	Shares are held by Brie, Inc. of which, Reporting Person is a control person. ⁽⁴⁾
Common Stock Warrants	$ 0.891 ⁽¹⁾							12/04/2025	12/04/2027	Common Stock	8,417 ⁽²⁾		8,417 ⁽²⁾	I	Shares are held by Brie, Inc. of which, Reporting Person is a control person. ⁽⁴⁾
Common Stock Options ⁽¹⁾	$ 0.24 ⁽³⁾	09/07/2026		A		350,000		09/07/2026	09/07/2036	Common Stock	350,000	$ 0.24 ⁽³⁾	350,000	D

Explanation of Responses:

1. Exercise price is in Canadian dollars

2. Number of Shares edited to reflect a 1-for-9.9 reverse stock split on April 2, 2026.

3. The exercise price reflects an exercise price of CAN $0.34

4. Reporting Person disclaims any pecuniary interest or beneficial ownership for purposes of Section 16 under the Exchange Act.

	/s/ Koby Kushner	09/28/2026
	** 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.

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