UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFICER; ELECTION OF DIRECTORS OR CERTAIN OFFICERS; APPOINTMENT OF CERTAIN OFFICERS |
On March 27, 2025, Athena Gold Company, a Delaware corporation (the “Company”), held its Annual and Special Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting was conducted virtually only. At the Annual Meeting, the following five (5) individuals were elected to serve as members of the Board of Directors of the Company until the next annual meeting of shareholders or until their successors have been duly elected.
John C. Power
Brian Power
John Hiner
Koby Kushner
David Goodman (Chairman)
Immediately following the Annual Meeting, John Power, the former President and CEO of the Company resigned as President and CEO and Koby Kushner was appointed to serve as President and CEO of the Company. Mr. Kushner will receive a base salary of $8,000 CDN per month.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
At the Annual Meeting, the shareholders of the Company voted to (i) approve the redomestication of the Company in the Province of British Columbia, Canada by merger into a British Columbia subsidiary corporation (the "Continuation"); (ii) elect five (5) members of its Board of Directors (the “Board”); (iii) to appoint Davidson & Company LLP as the Company's auditors for the ensuing year and to authorize the directors to fix their remuneration; (iv) approve, on an advisory, non binding basis, a resolution regarding the compensation of the Company's Named Executive Officers as described in the Proxy Statement; and (v) approve, on an advisory, non-binding basis, a resolution establishing the frequency of shareholders voting on the compensation of Named Executive Officers to be every two (2) years.
As of February 18, 2025, the record date for the Annual Meeting, there were 194,803,633 shares of common stock outstanding and entitled to vote. At the Annual Meeting, 153,401,821 shares of common stock, or approximately 78.75% of the shares outstanding as of the record date, were represented by proxy, constituting a quorum.
The final results for the proposals voted on at the Annual Meeting are filed herewith as Exhibit 99.1
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
Exhibits
| Item | Title |
| 99.1 | Scrutineer’s Report |
| 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/ Koby Kushner |
| Koby Kushner, President | ||
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Exhibit 99.1
ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS OF
ATHENA GOLD CORPORATION
on Thursday, March 27, 2025
Scrutineer's Report
This scrutineer's report is subject to any determinations or decisions made by the Chairman of the meeting including with respect to any proxies or other voting documentation.
| NUMBER OF SHAREHOLDERS VOTED IN PERSON | ||||||||
| NUMBER OF SHAREHOLDERS VOTED BY PROXY | 45 | |||||||
| TOTAL NUMBER OF SHAREHOLDERS VOTED | 45 | |||||||
| VOTES REPRESENTED IN PERSON | ||||||||
| VOTES REPRESENTED BY PROXY | 153,401,821 | |||||||
| TOTAL VOTES REPRESENTED | 153,401,821 | |||||||
| TOTAL ISSUED AND OUTSTANDING AS AT RECORD DATE: | 194,803,633 | |||||||
| TOTAL ELIGIBLE VOTES AS AT RECORD DATE: | 194,803,633 | |||||||
| PERCENTAGE OF VOTES PRESENTED AT THE MEETING | 78.75% |
| 1. Redomestication of the Corporation: To approve the redomestication of the Corporation in the Province of British Columbia, Canada by merger into a British Columbia corporation (the "Continuation"). | ||||||||
| VOTES FOR | 143,716,572 | 99.984% | ||||||
| VOTES AGAINST | 23,711 | 0.016% | ||||||
| VOTES ABSTAIN BROKER NON-VOTES | 9,661,538 | 0.00% | ||||||
| 2. Election of Directors: i} John C. Power | ||||||||
| VOTES FOR | 142,713,518 | 99.29% | ||||||
| VOTES WITHHELD | 1,026,765 | 0.71% | ||||||
| BROKER NON-VOTES | 9,661,538 | |||||||
| 2. Election of Directors: ii} Brian Power | ||||||||
| VOTES FOR | 142,713,518 | 99.29% | ||||||
| VOTES WITHHELD | 1,026,765 | 0.71% | ||||||
| BROKER NON-VOTES | 9,661,538 | |||||||
| 2. Election of Directors: iii} John E. Hiner | ||||||||
| VOTES FOR | 142,698,582 | 99.28% | ||||||
| VOTES WITHHELD | 1,041,701 | 0.72% | ||||||
| BROKER NON-VOTES | 9,661,538 | |||||||
| 2. Election of Directors: iv} Koby Kushner | ||||||||
| VOTES FOR | 143,719,582 | 99.986% | ||||||
| VOTES WITHHELD | 20,701 | 0.014% | ||||||
| BROKER NON-VOTES | 9,661,538 | |||||||
| 2. Election of Directors: v} David Goodman | ||||||||
| VOTES FOR | 143,719,582 | 99.986% | ||||||
| VOTES WITHHELD | 20,701 | 0.014% | ||||||
| BROKER NON-VOTES | 9,661,538 | |||||||
| 3. Appointment of Auditor: To appoint Davidson & Company LLP as the | ||||||||
| Corporation's auditors for the ensuing year and to authorize the directors to fix their | ||||||||
| remuneration. | ||||||||
| VOTES FOR | 153,375,890 | 99.983% | ||||||
| VOTES AGAINST | 6,031 | 0.004% | ||||||
| VOTES ASSTAIN | 19,900 | 0.013% | ||||||
| 4. Advisory Vote on Named Executive Officer Compensation: To approve, on an advisory, non binding basis, a resolution regarding the compensation of the Corporation's Named Executive Officers as described in the Proxy Statement. | ||||||||
| VOTES FOR | 142,502,472 | 99.14% | ||||||
| VOTES AGAINST | 1,237,811 | 0.86% | ||||||
| BROKER NON-VOTES | 9,661,538 | |||||||
| 5. Frequency on Say on Pay: To approve, on an advisory, non-binding basis, a resolution establishing the frequency of shareholders voting on the compensation of Named Executive Officers to be every two (2) years. | ||||||||
| VOTES FOR | 142,342,208 | 99.03% | ||||||
| VOTES ABSTAIN | 1,398,075 | 0.97% | ||||||
| BROKER NON-VOTES | 9,661,538 | |||||||
Scrutineer:
/s/ Dora Wang
Dora Wang
Endeavor Trust Corporation
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