Athena Gold Corp Files 8-K

TL;DR

Athena Gold Corp filed an 8-K on Feb 4, 2025, reporting a material definitive agreement.

AI Summary

Athena Gold Corporation entered into a material definitive agreement on February 4, 2025. The company, formerly known as Athena Silver Corp, is incorporated in Delaware and operates in the gold and silver ores industry. This filing is a current report on Form 8-K.

Why It Matters

This filing indicates a significant event or agreement for Athena Gold Corp, which could impact its operations or financial standing.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting a definitive agreement, with no immediate indication of significant financial distress or major operational changes.

Key Players & Entities

• ATHENA GOLD CORP (company) — Registrant
• February 4, 2025 (date) — Date of earliest event reported
• ATHENA SILVER CORP (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• 2010 A Harbison Drive # 312 (address) — Principal executive offices
• Vacaville (city) — Principal executive offices
• CA (state) — Principal executive offices
• 95687 (zip_code) — Principal executive offices

FAQ

Filing Documents

• athenagold_8k.htm (8-K) — 27KB
• athenagold_ex1001.htm (EX-10.1) — 81KB
• 0001683168-25-000752.txt ( ) — 275KB
• ahnr-20250204.xsd (EX-101.SCH) — 3KB
• ahnr-20250204_lab.xml (EX-101.LAB) — 33KB
• ahnr-20250204_pre.xml (EX-101.PRE) — 24KB
• athenagold_8k_htm.xml (XML) — 3KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT Effective February 4, 2025 Athena Gold Corporation (the "Company") Company executed an Agreement and Plan of Merger and Amalgamation (the "Agreement") by and among the Company and Nova Athena Gold Corp. a British Columbia, Canada company ("Athena BC"), a wholly-owned subsidiary of the Company. Under the terms of the Agreement the Company will redomesticate from Delaware to British Columbia by completing a merger and amalgamation with and into Athena BC with Athena BC as the surviving corporation (the "Redomestication") as more particularly described in the Agreement, a copy of which is filed herewith as Exhibit 10.1. Consummation of the Redomestication is subject to numerous conditions including having the transaction approved by shareholders owning at least a majority of the issued and outstanding shares of the Company. The Company has filed a registration statement on Form S-4 (the "Registration Statement") which registers the issuance of shares of Athena BC to the Athena shareholders as part of the merger. That Registration Statement was declared effective by the SEC on February 4, 2025. The Company has scheduled an annual and special meeting of shareholders for March 27, 2025 at which time the shareholders will be asked to approve the Redomestication. The Company will be filing and distributing a definitive proxy statement and related proxy materials in connection with that meeting. Assuming shareholder approval is obtained, the Redomestication should be completed shortly thereafter. Shareholders of the Company can review the Registration

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibits Item Title 10.1 Agreement and Plan of Merger and Amalgamation 104 Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101) 2

SIGNATURES

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: February 5, 2025 By: /s/ John C. Power John C. Power, President 3

View Full Filing

View this 8-K filing on SEC EDGAR