8-K
Athena Gold Corp (AHNRF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
March 28, 2025
ATHENA GOLD
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-51808 | 90-0158978 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File<br><br> <br>Number) | (I.R.S. Employer Identification<br><br> <br>number) |
2010 A Harbison Drive # 312, Vacaville, CA
95687
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (707)
291-6198
______________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registeredpursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 7.01 | REGULATION FD DISCLOSURE |
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On March 28, 2025, Athena Gold Corporation (the “Company”) issued a press release announcing the results from its Annual General and Special Meeting of Stockholders held on Thursday, March 27, 2025 (the “Meeting”). Stockholders holding a total of 153,401,821 common shares were represented in person or by proxy at the Meeting, representing 78.75% of the vote attached to all outstanding common shares of the Company as of the record date. Stockholders voted in favor of all the matters submitted before the Meeting as set out in the Proxy Statement dated February 4, 2025, including:
| 1. | The redomestication of the Company from the State of Delaware to the Province of British Columbia, Canada,<br>by merger into its British Columbia subsidiary, Nova Athena Gold Corp.; |
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| 2. | The election of the following as directors until the next annual stockholder meeting of the Company: David<br>Goodman, Koby Kushner, John C. Power, John E. Hiner and Brian Power; |
| 3. | The appointment of Davidson & Company LLP as the Company’s auditors for the ensuing year and<br>to authorize the directors to fix the remuneration to be paid to the auditors; |
| 4. | The approval, on an advisory, non-binding basis, of the compensation of the Company’s Named Executive<br>Officers; |
| 5. | The approval, on an advisory, non-binding basis, establishing the frequency of shareholders voting on<br>the compensation of Named Executive Officers to be every two (2) years. |
Subsequent to the Meeting, the Board appointed David Goodman as Chairman of the Board, Koby Kushner as President and Chief Executive Officer, Ty Minnick as Chief Financial Officer, and John C. Power as Corporate Secretary. John E. Hiner (Chair), John C. Power and Brian Power were appointed as members of the Audit Committee. A copy of the press release is filed herewith as Exhibit 99.1.
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
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Exhibits
| Item | Title |
|---|---|
| 99.1 | Press<br> Release |
| 104 | Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Athena Gold Corporation | ||
|---|---|---|
| Date: March 28, 2025 | By: | /s/ Tyler Minnick |
| Tyler Minnick, CFO |
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Exhibit 99.1
ATHENA GOLD ANNOUNCESSHAREHOLDER APPROVAL OFAMALGAMATION AND APPOINTMENT OF NEW MANAGEMENT
VACAVILLE, CA / Accesswire / March 28, 2025 - Athena Gold Corporation (CSE: ATHA) (OTCQB: AHNR) (“Athena Gold” or the “Company”) announces the results from its Annual General and Special Meeting of Stockholders held on Thursday, March 27, 2025 (the “Meeting”). Stockholders holding a total of 153,401,821 common shares were represented in person or by proxy at the Meeting, representing 78.75% of the vote attached to all outstanding common shares of the Company as of the record date. Stockholders voted in favour of all the matters submitted before the Meeting as set out in the Proxy Statement dated February 4, 2025, including:
| 1. | The redomestication of the Company from the State of Delaware to the Province of British Columbia, Canada,<br>by merger into its British Columbia subsidiary, Nova Athena Gold Corp.; |
|---|---|
| 2. | The election of the following as directors until the next annual stockholder meeting of the Company: David<br>Goodman, Koby Kushner, John C. Power, John E. Hiner and Brian Power; |
| 3. | The appointment of Davidson & Company LLP as the Company’s auditors for the ensuing year and<br>to authorize the directors to fix the remuneration to be paid to the auditors; |
| 4. | The approval, on an advisory, non-binding basis, of the compensation of the Company’s Named Executive<br>Officers; |
| 5. | The approval, on an advisory, non-binding basis, establishing the frequency of shareholders voting on<br>the compensation of Named Executive Officers to be every two (2) years. |
Subsequent to the Meeting, the Board appointed David Goodman as Chairman of the Board, Koby Kushner as President and Chief Executive Officer, Ty Minnick as Chief Financial Officer, and John C. Power as Corporate Secretary. John E. Hiner (Chair), John C. Power and Brian Power were appointed as members of the Audit Committee.
Subject to receipt of the necessary consents and regulatory approvals and in compliance with all applicable legal requirements, Athena Gold will redomicile from the State of Delaware to the Province of British Columbia and amalgamate under section 275 of the Business Corporations Act (British Columbia) with its British Columbia subsidiary, Nova Athena Gold Corp. (“Nova Athena”) (the “Transaction”). Under the terms of the Agreement and Plan of Merger and Amalgamation dated February 4, 2025, Athena Gold’s stockholders will receive one common share in the capital of Nova Athena for each common share of Athena Gold with the “resulting issuer” retaining its current name, Athena Gold Corporation, and current trading symbol “ATHA” on the Canadian Securities Exchange. The Company expects to complete the Transaction in early April 2025.
Further details regarding the terms and conditions of the Transaction 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.ca. The Merger 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. Completing the redomicile to British Columbia is also expected to reduce certain U.S. resale restrictions on common shares previously issued by Athena Gold in private placement transactions.
Upon completion of the Transaction, the Board of Directors and management of Athena Gold will remain the same.
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About AthenaGold 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 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/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
John C. Power
Director and Corporate Secretary, Athena Gold Corporation
For further information, please contact:
Athena Gold Corporation
John C. Power, Director and Corporate Secretary
Phone: 707-291-6198
Email: johnpower@athenagoldcorp.com
CHF Capital Markets
Cathy Hume, CEO
Phone: 416-868-1079 x 251
Email: cathy@chfir.com
Forward-Looking Statements
This press release containsforward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning ofapplicable Canadian and U.S. Securities laws. All statements, other than statements of historical fact, included herein, including, withoutlimitation, statements regarding future exploration plans, future results from exploration, and the anticipated business plans and timingof 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 be correct. Forward-looking statements are typically identified by wordssuch as: "believes", "will", "expects", "anticipates", "intends", "estimates",''plans", "may", "should", ''potential", "scheduled", or variations of such words and phrasesand similar expressions, which, by their nature, refer to future events or results that may, could, would, might or will occur or be takenor achieved. In making the forward-looking statements in this press release, the Company has applied several material assumptions, includingwithout limitation, 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 exploration anddevelopment of the Company's projects in a timely manner.
The Company cautions investorsthat any forward-looking statements by the Company are not guarantees of future results or performance and that actual results may differmaterially from those in forward-looking statements as a result of various risk factors as disclosed in the final long-form prospectusof the Company dated August 31, 2021.
Readers are cautioned notto place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking statementsin this press release or incorporated by reference herein, except as otherwise.
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