Form SC 13G - Statement of acquisition of beneficial ownership by individuals

United States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Athena Gold Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

04686B108

(CUSIP Number)

December 29, 2023

(Date of Event Which Requires Filing This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed ” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 04686B1082

1.	Names of Reporting Persons
	Eric Sprott
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☐
	(b) ☒
3.	SEC Use Only

4.	Citizenship or Place of Organization
	Canada

Number of Shares Beneficially Owned by Each Reporting Person with:	5.	Sole Voting Power
		16,546,669¹
	6.	Shared Voting Power
		0
	7.	Sole Dispositive Power
		16,546,669¹
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	16,546,669¹
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
	☐
11.	Percent of Class Represented by amount in Row (9)
	9.9%²
12.	Type of Reporting Person (See Instructions)
	IN

Consists of 16,546,669 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Athena Gold Corporation (the “Issuer”) held of record by 2176423 Ontario Ltd. Eric Sprott controls 2176423 Ontario Ltd. and has the power to direct the voting and disposition of Common Stock held by such entity through his ownership interests of such entity. Eric Sprott disclaims beneficial ownership of the shares held by 2176423 Ontario Ltd. except to the extent of his pecuniary interest therein.

The percentage set forth in Row 11 of this Cover Page is based on the 167,138,089 shares of Common Stock outstanding, as reported by the Issuer.

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CUSIP No. 04686B1082

1.	Names of Reporting Persons
	2176423 Ontario Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☐
	(b) ☒
3.	SEC Use Only

4.	Citizenship or Place of Organization
	Canada

Number of Shares Beneficially Owned by Each Reporting Person with:	5.	Sole Voting Power
		16,546,669
	6.	Shared Voting Power
		0
	7.	Sole Dispositive Power
		16,546,669
	8.	Shared Dispositive Power
		0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person
	16,546,669
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
	☐
11.	Percent of Class Represented by amount in Row (9)
	9.9%³
12.	Type of Reporting Person (See Instructions)
	FI

The percentage set forth in Row 11 of this Cover Page is based on 167,138,089 shares of Common Stock outstanding, as reported by the Issuer.

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Item 1

1(a)

Name of Issuer:

Athena Gold Corporation

1(b)

Address of Issuer’s Principal Executive Offices:

2010 A Harbison Drive #312, Vacaville, CA 95687

Item 2

2(a)

Name of Person Filing:

This Schedule 13G is being jointly filed by Eric Sprott and 2176423 Ontario Ltd., each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”.

2(b)

Address of Principal Business Office or, if none, Residence:

7 King Street East, Suite 1106
Royal Bank Plaza, South Tower
Toronto, Ontario M5C 3C5

2(c)

Citizenship:

Mr. Sprott is a Canadian citizen. 2176423 Ontario Ltd. exists under the Business Corporations Act (Ontario).

2(d)

Title of Class of Securities:

Common Stock, $0.0001 par value per share

2(e)

CUSIP Number:

04686B1082

Item 3

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

☐

Broker or Dealer registered under Section 15 of the Act.

☐

Bank as defined in Section 3(a)(6) of the Act.

☐

Insurance company as defined in Section 3(a)(19) of the Act.

☐

Investment company registered under section 8 of the Investment Company Act of 1940.

☐

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

☐

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

☐

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

☐

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

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☐

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

☐

A non-U.S. institution that is the functional equivalent of any of the institutions listed in Rule 13d-1(b)(1)(ii)(A) through (I), so long as the non-U.S. institution is subject to a regulatory scheme that is substantially comparable to the regulatory scheme applicable to the equivalent U.S. institution; and

☐

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned: 16,546,669 shares of Common Stock

(b)

Percent of class: 9.9% ⁴

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 16,546,669

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 16,546,669

(iv)

Shared power to dispose or to direct the disposition of: 0

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Eric Sprott controls 2176423 Ontario Ltd. and has the power to direct the voting and disposition of the shares of Common Stock held by such entity through his ownership interests in such entity. Eric Sprott disclaims beneficial ownership of the shares held by 2176423 Ontario Ltd. except to the extent of his pecuniary interest therein.

Item 8. Identification and Classification of Members of the Group

Item 9. Notice of Dissolution of Group

N/A

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory schemes applicable to 2176423 Ontario Ltd. are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

⁴

The percentage set forth in Item 4(b) is based on 167,138,089 shares of Common Stock outstanding, as reported by the Issuer.

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SIGNATURES

After reasonable inquiry and the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.