Athena Gold Corp Files Definitive Proxy Statement

TL;DR

Athena Gold Corp just dropped its DEF 14A proxy statement. Shareholders, pay attention to upcoming votes.

AI Summary

Athena Gold Corporation filed a Definitive Proxy Statement (DEF 14A) on February 11, 2025, for the fiscal year ending December 31, 2025. The filing, with accession number 0001683168-25-000936, concerns the company's proxy solicitation under the 1934 Act. Athena Gold Corporation, previously known as Athena Silver Corp, is incorporated in Delaware and headquartered in Vacaville, California.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda and proposals for the upcoming shareholder meeting, impacting corporate governance and strategic decisions.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing, which is standard for public companies and does not inherently indicate new risks.

Key Players & Entities

• ATHENA GOLD CORP (company) — Registrant
• 0001683168-25-000936 (filing_id) — Accession Number
• 20250211 (date) — Filing Date
• 20250327 (date) — Conformed Period of Report
• ATHENA SILVER CORP (company) — Former Company Name

FAQ

Filing Documents

• athenagold_def14a.htm (DEF 14A) — 2446KB
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• 0001683168-25-000936.txt ( ) — 5041KB

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners and Management 10 Change in Control 13 Interest of Certain Persons in Matters to be Acted Upon 13 Explanatory Note 14 PROXY STATEMENT/PROSPECTUS SUMMARY 14 Our Business 14 About Our Company 14 Summary Risk Factors 15 Summary of Financial Data 16 Summary of the Continuation 17 Reasons for the Change of Our Corporate Jurisdiction 17 Regulatory Approvals 17 Appraisal Rights 18 Certain Tax Consequences for Stockholders 18 United States Federal Income Tax Consequences 18 Canadian Federal Income Tax Consequences 19 Our Authorized Capital after the Change of Our Corporate Jurisdiction 19 Accounting Treatment of the Change of Our Corporate Jurisdiction 19 How the Change of Our Corporate Jurisdiction will Affect Your Rights as a Stockholder 19 Exchange of Share Certificates 19 Reporting Obligations under Securities Laws 20 Quotation on the OTCQB and Listing on the Canadian Securities Exchange 20

RISK FACTORS

RISK FACTORS 21 Risks Relating to the Continuation 21 Risks Related to Our Business 23 Risks Related to Our Stock 30 Risks Related to this Offering 32 i Page Market for the Company's Common Stock and Related Stockholder Matters 38 Rules Governing Low-Price Stocks that May Affect Our Shareholders' Ability to Resell Shares of Our Common Stock 38 Holders 39 Rule 144 Shares 39 Dividends 39 Transfer Agent 39

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 40 PROPOSAL 1 – THE CONTINUATION 41 General Overview of the Continuation 41 Certain Terms of the Plan of Merger 41 Appraisal Rights 43 Reasons for the Continuation 43 Corporate Law Requirements 44 Exchange of Share Certificates 45 Description of Our Securities after the Continuation 45 Material Differences of the Rights of Our Stockholders After the Change of Our Corporate Jurisdiction 45 Accounting Treatment of the Change of Our Corporate Jurisdiction 51 Certain United States Federal Income Tax Consequences of the Change of Our Corporate Jurisdiction 51 Certain Canadian Federal Income Tax Consequences of the Change of Our Corporate Jurisdiction 58 Reporting Obligations under Securities Laws 64 Quotation on the OTCQB and Listing on the Canadian Securities Exchange 64 PROPOSAL NO. 2 - ELECTION OF DIRECTORS 65 Directors 65 Non-Director Executive Officers 68 Arrangements between Officers and Directors 68 Family Relationships 68 Cease Trade Orders and Bankruptcies 68 Penalties and Sanctions 68 Individual Bankruptcies 68 Certain Relationships and Related Party Transactions 69 Related Person Transactions Policy and Procedure 70 Indebtedness of Directors, Executive Officers and Employees 71 Interests of Management and Others in Material Transactions 71 Delinquent Section 16(a) Reports 71 CORPORATE GOVERNANCE DISCLOSURE 72 Board of Directors 72 Independence 72 Other Directorships 73 Orientation and Continuing Education 73 Expectation of Management and Ethical Business Conduct 73 Nominations and Assessment 74 Communications with Board of Directors 74 Committees of the Board of Directors 74 Hedging Policy 74 Director Attendance at Board Meetings 75 ii Page Audit Committee and Audit Committee Financial Expert 76 Audit Committee 76 Audit Committee Charter 76 Composition of Audit Committee 76 Relevant Education and Experi

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 79 Summary Compensation Table 79 Employment/Consulting Agreements 80 Outstanding Equity Awards at Fiscal Year End 81 Option Exercises and Stock Vested Table 81 DIRECTOR COMPENSATION 82 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 83 Equity Incentive Plan 83 Securities Authorized for Issuance Under Equity Incentive Plan 84 Deferred Compensation and Equity Award Plan 84 PROPOSAL NO. 3 - APPOINTMENT OF AUDITORS 85 Audit Fees 85 Audit-Related Fees 85 Tax Fees 85 All Other Fees 86 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors 86 PROPOSAL NO. 4 - ADVISORY VOTE ON EXECUTIVE COMPENSATION 87 PROPOSAL 5. THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION 88 INTEREST OF NAMED EXPERTS AND COUNSEL 89 DESCRIPTION OF BUSINESS 90 Overview 90 Excelsior Springs Project 91 Exploration Activities 95 Excelsior Springs Project Claims 99 Crow Springs Project 105 Oneman Lake Project and Laird Lake Projects 105 Marketing 118 Government Regulation 118 GOLD PRICES 120 EMPLOYEES AND CONSULTANTS 120 iii Page MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 120

Forward-Looking Statements

Forward-Looking Statements 120 Results of Operations 121 Results of Operations for the Nine Months Ended September 30, 2024 121 Results of Operations for the Years Ended December 31, 2023 and 2022 125 Liquidity and Capital Resources 126 Off Balance Sheet Arrangements 127 Critical Accounting Policies and Use of Estimates 127

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 128 Certain Relationships and Related Party Transactions and Director Independence 129

Description of Securities

Description of Securities 131 LEGAL MATTERS 132 EXPERTS 132 "HOUSEHOLDING" OF PROXY MATERIALS 132 STOCKHOLDER PROPOSALS 132 WHERE YOU CAN FIND MORE INFORMATION 133 OTHER MATTERS 133 APPENDIX "A" AGREEMENT AND PLAN OF MERGER AND AMALGAMATION 134 SCHEDULE "A" AMALGAMATION APPLICATION 143 APPENDIX "B" – ARTICLES OF INCORPORATION OF NOVA ATHENA GOLD CORP. 145 SCHEDULE "B" DELAWARE GENERAL CORPORATION LAW (THE "DGCL") 182 iv You should rely only on the information contained in this prospectus and any related free writing prospectus that we may provide to you in connection with this offering (this "Offering"). We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained in this prospectus is correct as of any time after its date. v GENERAL MATTERS Why did I receive these proxy materials? You rec eived these proxy materials from us in connection with the solicitation of proxies by our Board to be voted at the annual meeting because you owned shares of our common stock as of February 18, 2025. We refer to this date as the record date. This pro xy Please read this proxy statement/

View Full Filing

View this DEF 14A filing on SEC EDGAR