M&A - ATHENA GOLD CORP

Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000168316825001968

Filing Summary: On March 27, 2025, Athena Gold Corporation held its Annual and Special Meeting of Shareholders where significant corporate actions were undertaken. Key points include the election of five new members to the Board of Directors: John C. Power, Brian Power, John Hiner, Koby Kushner, and David Goodman as Chairman. Following the meeting, John Power resigned from his position as President and CEO, and Koby Kushner was appointed to the role with a base salary of $8,000 CDN per month. The shareholders also voted to approve the redomestication of the Company to British Columbia, Canada, through a merger into a subsidiary corporation. The meeting achieved a quorum with 78.75% of outstanding shares represented by proxy. Additionally, auditors Davidson & Company LLP were appointed for the upcoming year and advisory resolutions regarding executive compensation and voting frequency were passed.

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Form Type: 8-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: New

Accession Number: 000168316825001995

Filing Summary: On March 28, 2025, Athena Gold Corporation announced the results from its Annual General and Special Meeting of Stockholders held on March 27, 2025. Stockholders representing 78.75% of the vote attached to all outstanding common shares voted in favor of all matters. Key approvals included the merger of the Company by redomestication from Delaware to British Columbia, which involves merging into its subsidiary, Nova Athena Gold Corp. Additionally, stockholders elected five directors to serve until the next annual meeting, appointed Davidson & Company LLP as the auditors, and approved executive compensation-related proposals on an advisory basis. Following the Meeting, the Board selected new officers, including David Goodman as Chairman and Koby Kushner as President and CEO. The announcement was communicated through a press release filed as Exhibit 99.1.

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Form Type: 424B5

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000168316825000770

Filing Summary: Athena Gold Corporation has filed a Proxy Statement/Prospectus for its Annual General and Special Meeting of Shareholders scheduled for March 27, 2025. The meeting will address several key matters, including the approval of the redomestication of the Corporation to British Columbia through a merger, the election of five directors, the appointment of auditors, and advisory votes on executive compensation. Shareholders must register to attend the virtual meeting, and details regarding voting procedures and proxy submissions are outlined. The record date to vote is February 18, 2025, and the Corporation emphasizes the importance of participation by shareholders, especially in light of the redomestication proposal. The document also notes that there will be no appraisal rights for the proposals presented.

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Form Type: 8-K

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000168316825000752

Filing Summary: On February 4, 2025, Athena Gold Corporation executed an Agreement and Plan of Merger and Amalgamation with Nova Athena Gold Corp., a British Columbia company and wholly-owned subsidiary. This merger will allow the Company to redomesticate from Delaware to British Columbia, with Athena BC as the surviving entity in the merger. The completion of this transaction is dependent on the approval by shareholders owning a majority of the shares. A registration statement on Form S-4 for the issuance of shares to the shareholders as part of the merger was declared effective by the SEC on the same date. A special meeting of shareholders is scheduled for March 27, 2025, to seek approval for the proposed Redomestication. The Company will provide a definitive proxy statement and relevant materials prior to this meeting. Shareholders can access the Registration Statement and related documents at www.sec.gov for more details on the transaction.

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Form Type: S-4/A

Filing Date: 2025-01-29

Corporate Action: Merger

Type: Update

Accession Number: 000168316825000579

Filing Summary: Athena Gold Corporation is soliciting proxies for its Annual General and Special Meeting of Shareholders, which is scheduled to be held virtually on March 27, 2025. Key proposals include the approval of the redomestication of the Corporation to British Columbia via a merger. Shareholders will also vote on the election of five directors, the appointment of auditors, and non-binding resolutions regarding executive officer compensation. The notice emphasizes the importance of proxy voting and outlines meeting registration procedures, ensuring shareholder participation in a virtual format.

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Form Type: S-4/A

Filing Date: 2025-01-24

Corporate Action: Merger

Type: Update

Accession Number: 000168316825000534

Filing Summary: Athena Gold Corporation has filed an S-4/A registration statement in relation to its upcoming Annual General and Special Meeting of Shareholders scheduled for March 27, 2025. Key proposals for the meeting include the approval of the redomestication of the Corporation to British Columbia, Canada through a merger (referred to as the ‘Continuation’). The filing includes plans to elect five directors, appoint auditors, and solicit advisory votes on executive compensation. As of the record date, February 18, 2025, shareholders will have the opportunity to participate in voting via internet or traditional methods. The registration process for the meeting is designed to facilitate shareholder participation while minimizing environmental impact through online distribution of proxy materials. The document also outlines the financial statement review and outlines the regulatory approvals and tax consequences related to the redomestication.

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