6-K - AHNRF - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM6-K

REPORT OF FOREIGN ISSUER PURSUANTTO RULE 13a-16 AND 15d-16

UNDER THE SECURITIESEXCHANGE ACT OF 1934

For the Month of April, 2025

File No. 000-51808

AthenaGold Corporation

(Name of Registrant)

2010A Harbison Dr., #312, Vacaville, CA

(Address of principal executive offices)

Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

On April 16, 2025 the Registrant issued a press release announcing the completion of its redomicile from the State of Delaware to the Province of British Columbia, Canada, by way of a merger into its British Columbia subsidiary, Nova Athena Gold Corp. ("Nova Athena") under section 275 of the Business Corporations Act (British Columbia), together with a concurrent name change, to form the amalgamated corporation which will continue under the name "Athena Gold Corporation" (the "Resulting Issuer") (the "Redomestication"). A copy of the Press Release is filed herewith as Exhibit 991.

On April 17, 2025, the Registrant issued a press release in Canada announcing plans for its upcoming exploration program at its recently acquired Laird Lake project, located in Ontario's Red Lake Gold District. The Laird Lake project, spanning 4,158 hectares and covering over 10 km of Balmer-Confederation Assemblage contact, represents an underexplored portion of the camp. The project is road-accessible and lies approximately 10 km west of West Red Lake Gold Mines' flagship Madsen mine, and 34 km northwest of Kinross Gold's Great Bear project. A copy of the Press Release is filed herewith as Exhibit 99.2.

On April 28, 2025, the Registrant issued a Press Release announcing the closing of a non-brokered private placement of flow-through common shares (the "FT Shares") previously announced on April 7, 2025, as amended April 21, 2025 (the "FT Offering"). The Company issued an aggregate of 15,300,000 FT Shares at a price of CDN $0.05 per FT Share for gross proceeds of CDN$765,000, which represents an oversubscription of CDN$265,000 of the originally planned financing. A copy of the Press Release is filed herewith as Exhibit 99.3.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	Athena Gold Corporation<br><br> <br>(Registrant)
Dated: May 1, 2025	By: /s/ Koby Kushner<br><br> <br>Koby Kushner<br><br> <br>President<br>and CEO

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Exhibits:

99.1	Press Release dated April 16, 2025
99.2	Press Release dated April 17, 2025
99.3	Press Release dated April 28, 2025

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Exhibit 99.1

On Wednesday 04 16, 2025 at 2:02PM ET

Athena Gold Completes Redomiciliation To Canada

**VACAVILLE, CALIFORNIA/**ACCESS Newswire/ April 16, 2025 / Athena Gold Corporation (CSE:ATHA)(OTCQB:AHNR) ("Athena Gold" or the "Company") is pleased to announce the completion of its redomicile from the State of Delaware to the Province of British Columbia, Canada, by way of a merger into its British Columbia subsidiary, Nova Athena Gold Corp. ("Nova Athena") under section 275 of the Business Corporations Act (British Columbia), together with concurrent name change, to form the amalgamated corporation which will continue under the name "Athena Gold Corporation" (the "Resulting Issuer") (the "Redomestication").

The Redomestication was approved by the holders of the Company's common shares at its Annual General and Special Meeting (the "Meeting") held March 27, 2025, by an affirmative vote of approximately 78.75% of the votes cast in respect thereof by shareholders present in person or by proxy at the Meeting.

The Company has set April 24, 2025, as the "Record Date", subject to approval of the Canadian Securities Exchange. At that time, the Resulting Issuer's common shares will commence trading on the Canadian Securities Exchange under its new ISIN/CUSIP Number. The new ISIN Number is CA04684R1055 and the new CUSIP Number is 04684R105.

Under the terms of the Agreement and Plan of Merger and Amalgamation dated February 4, 2025, the Company's shareholders will receive one common share in the capital of Nova Athena for each common share of the Company with the Resulting Issuer retaining its current name, Athena Gold Corporation, and current trading symbol "ATHA" on the Canadian Securities Exchange and on the OTCQB under trading symbol "AHNR".

As a result of the Redomestication, the Resulting Issuer's authorized capital consists of an unlimited number of common shares and an unlimited number of preferred shares. Prior to the Redomestication the Company's authorized capital consisted of (i) 250,000,000 common shares, of which 194,803,633 common shares were issued and outstanding and 30,490,303 common shares were reserved for issuance, consisting of an aggregate of 25,260,303 share purchase warrants and 5,230,000 stock options; and (ii) 5,000,000 preferred shares, of which none were issued. On the Record Date of April 24, 2025, the Resulting Issuer will have 238,668,850 common shares issued and outstanding including 43,865,217 common shares previously issued to acquire the Laird Lake and Oneman Lake gold projects in Ontario and 30,490,303 common shares reserved for issuance, consisting of an aggregate of 25,260,303 share purchase warrants and 5,230,000 stock options. No preferred shares will be issued. The common shares held by Athena Gold in Nova Athena will be cancelled without payment of capital.

The Company's transfer agent, Endeavor Trust Corporation ("Endeavor"), has mailed out a letter of transmittal ("Letter of Transmittal") to all registered shareholders of Athena Gold whose common shares are held in the form of physical share certificates. Registered shareholders are required to deposit their original share certificate(s), together with a duly completed Letter of Transmittal, with Endeavor. Once received, Endeavor will deliver shares in the name of the Resulting Issuer to the registered shareholder in accordance with the terms of the Letter of Transmittal. A copy of the Letter of Transmittal will be available under the Company's profile on SEDAR+ at www.sedarplus.ca or can be obtained by contacting Endeavor. If a shareholder holds their common shares through the Direct Registration System (DRS), no action is required. Shareholders who hold their common shares through an intermediary (i.e., a bank, trust, company, securities broker, trustee, or other) should contact that intermediary for instructions or questions.

Further details regarding the terms and conditions of the Redomestication are set out in the Proxy Statement dated February 4, 2025, which is available on the SEC's website at www.sec.gov and on SEDAR+ at www.sedarplus.c The Redomestication is expected, among other things, to significantly reduce Athena Gold's regulatory compliance costs, enhance its ability to access the capital markets and increase the number of potential investors.

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About Athena Gold Corporation

Athena's flagship Excelsior Springs Au-Ag project is located in the prolific Walker Lane Trend in Nevada. Excelsior Springs spans 1,675 ha and covers at least three historic mines along the Palmetto Mountain trend, where the Company is following up on a recent shallow oxide gold discovery, with drill results including 5.35 g/tAu over 33.5 m. Meanwhile, the Company's new Laird Lake project is situated in the Red Lake Gold District of Ontario, covering 4,158 hectares along more than 10 km of the Balmer-Confederation Assemblage contact, where recent surface sampling results returned up to 373 git Au. This underexplored area is road-accessible, located about 10 km west of West Red Lake Gold's Madsen mine and 34 km northwest of Kinross Gold's Great Bear project.

For further information about Athena Gold Corporation and our Excelsior Springs Gold project, please visit www.athenagoldcorp.com.

On Behalf of the Board of Directors

Koby Kushner

President and Chief Executive Officer, Athena Gold Corporation

For further information, please contact:

Athena Gold Corporation

Koby Kushner, President and Chief Executive Officer

Phone: 416-846-6164

Email: kobykushner@athenagoldcorp.com

CHF Capital Markets

Cathy Hume, CEO

Phone: 416-868-1079 x 251

Email: cathy@chfir.com

Forward-Looking Statements

Thispress release contains forward-looking statements and forward-looking information (collectively, ''forward looking statements")within the meaning of applicable Canadian and US. securities laws. All statements, other than statements of historical fact, includedherein including, without limitation, statements regarding future exploration plans, future results from exploration, and the anticipatedbusiness plans and timing of future activities of the Company, are forward-looking statements. Although the Company believes that suchstatements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typicallyidentified by words such as: “believes”, “will”, “expects”, “anticipates”, “intends”,“estimates”, “plans”, “may”, “should”, “potential”, “scheduled”,or variations of such words and phrases and similar expressions, which, by their nature, refer to future events or results that may,could, would, might or will occur or be taken or achieved. In making the forward-looking statements in this press release, the Companyhas applied several material assumptions, including without limitation, that there will be investor interest in future financings, marketfundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatoryapprovals in connection with the future exploration and development of the Company's projects in a timely manner.

The Company cautionsinvestors that any forward-looking statements by the Company are not guarantees of future results or performance and that actual resultsmay differ materially from those in forward-looking statements as a result of various risk factors as disclosed in the final long-formprospectus of the Company dated August 31, 2021.

Readersare cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-lookingstatements in this press release or incorporated by reference herein, except as otherwise stated.

SOURCE: Athena Gold Corp

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Exhibit 99.2

ATHENAANNOUNCES 2025 PLANS FOR LAIRD LAKE PROJECT IN RED LAKE, ONTARIO, AND PROVIDES UPDATE ON NEVADA PROJECTS

Vacaville,CA April 17, 2025 - Athena Gold Corporation (CSE: ATHA) (OTCQB: AHNR) ("Athena" or the "Company") is pleased to announce plans for its upcoming exploration program at its recently acquired Laird Lake project, located in Ontario's prolific Red Lake Gold District. The Laird Lake project, spanning 4,158 hectares and covering over 10 km of Balmer-Confederation Assemblage contact, represents an underexplored portion of the camp. The project is road-accessible and lies approximately 10 km west of West Red Lake Gold Mines' flagship Madsen mine, and 34 km northwest of Kinross Gold's Great Bear project.

Laird Lake 2025Field Season:

Starting May 2025, the Company plans to collect approximately 2,000 till samples over its Laird Lake project (Figure 1). The program will range from 100 m x 100 m grid spacing within the Balmer and Confederation assemblages and expand to 200 m x 200 m within the surrounding felsic intrusive bodies.

Figure 1:Map over Laird Lake project, showing proposed till sample locations, key structures, and areas of known mineralization.

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With the results from this upcoming program, Athena hopes to outline zones of new mineralization within the Laird Lake project, where recent grab samples returned up to 373 g/t Au (see Athena's press release dated December 4, 2024). Athena is aiming to use the same sampling methodology used at West Red Lake Gold's nearby Madsen project, which successfully confirmed existing mineralization and outlined potential new zones (see West Red Lake Gold's press release dated January 29, 2025). Athena expects to have the final results from the program in mid-summer, which will guide follow-up field work focused on de-risking the Company's maiden drill program at Laird Lake.

"Theproposed till survey is an important de-risking exercise for the Laird Lake project. Our philosophy is never to rush into a drill program;we want to do all our homework first and maximize our chances of knocking it out of the park the first go-around. This will be an extensive,tightly-spaced survey, and we expect supplementing the results with our existing dataset, which includes LiDAR, detailed mapping, magnetics,and EM, will help to better define priority drill targets," said Koby Kushner, CEO of Athena.

NevadaUpdate:

The Company recently completed a regional prospecting and mapping program over its 100%-owned Excelsior Springs Au-Ag project in Nevada, where initial results returned surface grab samples up to 6,630 g/t Ag (see press release dated January 23, 2025). All results from the program have since been received and analyzed. The Company is highly encouraged by the regional prospectivity, and on the back of these results, it has mobilized staking activities to expand its land holdings near its Excelsior Springs project. The Company plans to release additional results from the program after staking activities have been completed. The Company has received third-party interest regarding potential joint venture partnerships and earn-in agreements across its Nevada portfolio.

Qualified Person

Technical information in this news release has been reviewed and approved by Benjamin Kuzmich, P.Geo., a geoscientist and qualified person for the purposes of National Instrument 43-101.

About Athena Gold Corporation

Athena is engaged in the business of mineral exploration and the acquisition of mineral property assets. Its objective is to locate and develop economic precious and base metal properties of merit and to conduct additional exploration drilling and studies on its projects across North America. Athena's Excelsior Springs Au-Ag project is located in the prolific Walker Lane Trend in Nevada. Excelsior Springs spans 1,675 ha and covers at least three historic mines along the Palmetto Mountain trend, where the Company is following up on a recent shallow oxide gold discovery, with drill results including 5.35 g/t Au over 33.5 m. Meanwhile, the Company's new Laird Lake project is situated in the Red Lake Gold District of Ontario, covering 4,158 hectares along more than 10 km of the Balmer-Confederation Assemblage contact, where recent surface sampling results returned up to 373 g/t Au. This underexplored area is road-accessible, located about 10 km west of West Red Lake Gold's Madsen mine and 34 km northwest of Kinross Gold's Great Bear project.

For further information about Athena Gold Corporation and our Excelsior Springs Gold project, please visit www.athenagoldcorp.com.

On Behalf of the Board of Directors

Koby Kushner

President and Chief Executive Officer, Athena Gold Corporation

Forfurther information, please contact:

AthenaGold Corporation

Koby Kushner, President and Chief Executive Officer

Phone:416-846-6164

Email: kobykushner@athenagoldcorp.com

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CHFCapital Markets

Cathy Hume, CEO

Phone: 416-868-1079 x 251

Email: cathy@chfir.com

Forward-Looking Statements

Thispress release contains forward-looking statements and forward-looking information (collectively, ''forward lookingstatements") within the meaning of applicable Canadian and US. securities laws. All statements, other than statements ofhistorical fact, included herein including, without limitation, statements regarding future exploration plans, future results fromexploration, and the anticipated business plans and timing of future activities of the Company, are forward-looking statements.Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to becorrect. Forward-looking statements are typically identified by words such as: “believes”, “will”,“expects”, “anticipates”, “intends”, “estimates”, “plans”, “may”,“should”, “potential”, “scheduled”, or variations of such words and phrases and similar expressions,which, by their nature, refer to future events or results that may, could, would, might or will occur or be taken or achieved. Inmaking the forward-looking statements in this press release, the Company has applied several material assumptions, including withoutlimitation, that there will be investor interest in future financings, market fundamentals will result in sustained precious metalsdemand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future explorationand development of the Company's projects in a timely manner.

TheCompany cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, andthat actual results may differ materially from those in forward-looking statements as a result of various risk factors as disclosed inthe final long form prospectus of the Company dated August 31, 2021.

Readersare cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of theforward-looking statements in this press release or incorporated by reference herein, except as otherwise stated.

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Exhibit 99.3

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

ATHENA GOLD CLOSES OVERSUBSCRIBED FLOW-THROUGH FINANCING

VACAVILLE, CA / April 28, 2025 - Athena Gold Corporation (CSE: ATHA) (OTC: AHNRF) ("Athena Gold" or the "Company") is pleased to announce the closing of a non-brokered private placement of flow-through common shares (the "FT Shares") previously announced on April 7, 2025, as amended April 21, 2025 (the "FT Offering"). The Company issued an aggregate of 15,300,000 FT Shares at a price of CDN $0.05 per FT Share for gross proceeds of CDN$765,000, which represents an oversubscription of CDN$265,000 of the originally planned financing.

Due to increased demand the Company sought, and received, approval from the Canadian Securities Exchange, to increase the size of the FT Offering from CDN$500,000.

Proceeds of the FT Offering will be spent on the Company's Laird Lake and Oneman Lake Projects located in Ontario, Canada.

Each FT Share is issued as a "flow-through share" of the Company as defined in section 66(15) of the Income Tax Act (Canada) (the "Tax Act"). An amount equal to the gross proceeds from the issuance of the FT Shares will be used to incur, on the Company's Canadian mineral exploration properties, eligible resource exploration expenses that will qualify as "Canadian exploration expenses" (as defined in the Tax Act), (the "Qualifying Expenditures"). The Qualifying Expenditures in an aggregate amount, not less than the gross proceeds raised from the issue of the FT Shares will be incurred on or before December 31, 2026, and will be renounced by the Company to the purchasers of the initial purchasers of the FT Shares with an effective date no later than December 31, 2025. In the event that the Company is unable to renounce the issue price for the FT Shares on or prior to December 31, 2026, for each FT Share purchased and/or if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will as sole recourse for such failure to renounce, indemnify each FT Share subscriber for the additional taxes payable by such subscriber to the extent permitted by the Tax Act as a result of the Company's failure to renounce the Qualifying Expenditures as agreed.

No insiders participated in the FT Offering.

Pursuant to the FT Offering, the Company issued finder's fees consisting of an aggregate of 480,000 units to arm's length parties, with each unit consisting of one non-flow-through common share and one share purchase warrant. Each warrant entitles the holder to purchase one non-flow-through common share at an exercise price of CDN$0.12 per share for a period of eighteen months from the date of issuance. All securities issued in connection with the FT Offering are subject to a four-month and one-day hold period.

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Issuance of Additional Finder's Fee

The Company has paid a finder's fee to an arm's length party through the issuance of 1,737,236 common shares at a deemed price of CDN$0.05. Pursuant to a Letter of Intent dated September 9, 2024, and a Purchase and Sale Agreement dated September 30, 2024, (press releases dated September 11, 2024 and October 1, 2024) the Company acquired the Laird Lake and Oneman Lake Projects in Ontario from Libra Lithium Corp. The terms of the agreements provided that these shares would not be issued until the Company had completed its redomicile from Delaware and merger with its British Columbia subsidiary, Nova Athena Gold Corp. The transaction was completed effective April 24, 2025. The shares are subject to a four-month and one-day hold period.

None of the foregoing securities have been or will be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation Sunder the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the foregoing securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Athena Gold Corporation

Athena Gold is engaged in the business of mineral exploration and the acquisition of mineral property assets. Its objective is to locate and develop economic precious and base metal properties of merit and to conduct additional exploration drilling and studies on its projects across North America. Athena Gold's Excelsior Springs Au-Ag project is located in the prolific Walker Lane Trend in Nevada. Excelsior Springs spans 1,675 ha and covers at least three historic mines along the Palmetto Mountain trend, where the Company is following up on a recent shallow oxide gold discovery, with drill results including 5.35 g/t Au over 33.5 m. Meanwhile, the Company's new Laird Lake project is situated in the Red Lake Gold District of Ontario, covering 4,158 hectares along more than 10 km of the Balmer Confederation Assemblage contact, where recent surface sampling results returned up to 373 g/t Au. This underexplored area is road-accessible, located about 10 km west of West Red Lake Gold's Madsen mine and 34 km northwest of Kinross Gold's Great Bear project.

For further information about Athena Gold Corporation and our Excelsior Springs Gold project, please visit www.athenagoldcorp.com.

On Behalf of the Board of Directors

Koby Kushner

President and Chief Executive Officer, Athena Gold Corporation

For further information, please contact:

Athena Gold Corporation

Koby Kushner, President and Chief Executive Officer

Phone:416-846-6164

Email: kobykushner@athenagoldcorp.com

CHF Capital Markets

Cathy Hume, CEO

Phone: 416-868-1079 x 251

Email: cathy@chfir.com

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Forward-Looking Statements

Readersare cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of theforward-looking statements in this press release or incorporated by reference herein, except as otherwise stated.

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