ATHENA SILVER CORP (Form: 8-K, Received: 11/29/2012 13:11:54)

AMENDMENT NO. 1 TO

LEASE AND OPTION TO PURCHASE DATED MARCH 11 2010

THIS AMENDMENT NO. 1 to Lease and Option Agreement dated March 11, 2010 , (“Lease Option”) is made effective this 28 ^th day of November, 2012 by and between ATHENA MINERALS, INC, a Delaware corporation (“Lessee”) and its parent corporation, ATHENA SILVER CORPORATION, a Delaware corporation (“Athena Silver”), and BRUCE D. STRACHAN AND ELIZABETH K. STRACHAN, as Trustees under the Bruce and Elizabeth Strachan Revocable Living Trust dated July 25, 2007 (“Lessor”).

WITNESSETH:

WHEREAS, Lessor and Lessee executed and delivered the Lease Option covering property and mining interests described therein (the “Langtry Project”) and desire to amend and modify the Lease Option as provided for hereinbelow.

WHEREAS, all parties hereto agree that there exists no Event of Default under the Lease Option and Lessor is willing to amend the Lease Option in the particulars set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained the parties agree as follows:

Unless otherwise defined herein, all capitalized terms shall have the meanings set forth in the Lease Option. References to paragraph designations shall refer to designated provisions of the Lease Option as they currently exist.

Lessor acknowledges and agrees that all rents required to be paid by Lessee to Lessor under the Lease Option have been paid through March 15, 2012. Lessor further acknowledges and agrees that it has received from Athena Silver all shares of Athena Silver common stock to which Lessor is entitled by virture of Paragraphs 3 and 5 of the Lease Option (hereafter collectively referred to as the “Anti-Dilution Shares”) through March 15, 2012.

On or before November 30, 2012, Athena Silver will issue to Lessor an aggregate of (i) 1.0 million shares of common stock plus (ii) all additional “Anti-Dilution Shares” to which Lessor is entitled by virtue of Paragraphs 3 and 5 of the Lease Option up to the date of this Agreement. Further, on or before February 15, 2013, Athena Silver will issue to Lessor an additional 1.0 million shares of Athena Silver common stock. The issuances of Athena Silver common stock provided for in this Paragraph 3 shall collectively be referred to as the “Equity Consideration”. For purposes of federal income tax, the parties agree that in view of the fact that the Equity Consideration is restricted securities under federal securities laws and the fact that the public trading market for the shares of Athena Silver common stock is volatile and highly illiquid, the fact that Athena Silver has generated no revenues, is in the development stage and has a negative net worth, that the fair market value of the shares included in the Equity Consideration as of the date of this Agreement is $0.15 per share. The parties acknowledge and agree that this valuation shall not be binding for accounting purposes. The President of Athena Silver Corp. and/or the Corporate Counsel for Athena Silver Corp. shall provide Corporate Stock Transfer, Inc., Athena Silver’s Stock Transfer Agent, a Cost Basis Report

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Lessee’s Initials Lessor’s Initials

under the Emergency Ecomonic Stabilization Act of 2008 in connection with the November 30, 2012 share issuance and, provided there has not occurred a material change in the public trading market for the common stock or financial condition or business prospects of Athena Silver, the February 15, 2013 share issuance provided for in this paragraph stating the cost of the shares so issued is $0.15 per share. The Lessor shall be provided a legible copy of the Cost Basis Reports concurrently with them being delivered to the Stock Transfer Agent; i.e., on or before November 30, 2012 with respect to the first tranche due November 30, 2012; and on or before February 15, 2013 with respect to the second tranche due on or before February 15, 2013. In consideration of the covenants and agreements contained in the Lease Option and this Amendment No. 1 thereto, including, without limitation, the agreement to issue the Equity Consideration to Lessor, Lessor agrees for itself, its administrators, successors and assigns, hereby agrees that for the period of time commencing on the date hereof and ending one year from the date hereof (the “Lock-Up Period”) not to:

(i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any shares of the Company's Common Stock or other capital stock (collectively, "capital stock") or any securities convertible into or exercisable or exchangeable for Common Stock or other capital stock, whether now owned or hereafter acquired by the Lessor or with respect to which the Lessor has or hereafter acquires the power of disposition, or

(ii) enter into any swap or other agreement, arrangement, hedge or transaction that transfers to another, in whole or in part, directly or indirectly, any of the economic consequence of ownership of any Common Stock or other capital stock or any securities convertible into or exercisable or exchangeable for any Common Stock or other capital stock,

whether any transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock, other capital stock, other securities, in cash or otherwise, or publicly announce any intention to do any of the foregoing.

Lessee agrees to pay Lessor the following amounts on or before the stated dates:

Amount

Date

$125,000

November 30, 2012

$125,000

February 15, 2013

$250,000

January 15, 2014

$500,000

January 15, 2015

$1.0 million

January 15, 2016

The payments provided for in this Paragraph 4 shall collectively be preferred to as the “Cash Consideration”.

Should the payment of any installment of the Equity or Cash Consideration be delinquent by more than ten days after written notice from Lessor, Lessee shall be obligated to pay a penalty of 10% of the delinquent amount. Should any installment payment of Equity or Cash Consideration be delinquent by more than 30 days after written notice from Lessor, then the provisions of this Amendment may be deemed terminated, null and void, at the option of Lessor;

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Lessee’s Initials Lessor’s Initials

whereupon the original provisions of the Lease Option that were modified by the provisions of this Amendment shall be reinstated, ab initio.

Upon the payment in full by Athena Silver to Lessor of the full Equity Consideration and the full Cash Consideration installments due November 30, 2012 and February 15, 2013, Lessor’s entitlement to the Anti-Dilution Shares under Paragraphs 3 and 5 of the Lease Option shall be terminated, null and void.

Upon the payment in full by Lessee to Lessor of the Cash Consideration and payment in full of the Equity Consideration provided for in Paragraphs 3 and 4 of this Amendment No. 1, Lessor’s entitlement pursuant to Paragraph 4 of the Lease Option to the Gross Royalty on Production shall be terminated, null and void. Notwithstanding the foregoing, in the event Lessee fails to pay Lessor the full Equity Consideration and/or Cash Consideration, Lessor’s 3.0% Gross Royalty on Production provided for in Paragraph 4 of the Lease Option shall continue but shall be reduced by a percentage, the numerator of which is the total Cash and Equity Consideration actually paid by Lessee to Lessor (with the total Equity Consideration valued at $300,000, or $0.15 per share of common stock), and the denominator of which is $2.3 million. For the purposes of the Lease Option and this Amendment, Gross Royalty on Silver Production shall be defined as the specified percentage of net smelter returns with no deduction for transport of concentrates or dore bars and no deduction for milling or other processing of the ore prior to transport to the smelter. Net Smelter Returns is defined as the actual cash payment received by the Lessee from the smelter. Gross Royalty on all other products produced from the 20 patented claims included in the Langtry Project shall be defined as the specified percentage of the actual sales price without deduction for transportation of the products to the buyer and without deduction for milling and other processing by Lessee prior to shipment of the product.

Lessee’s obligation to pay rent to Lessor under Paragraphs 7, 8 and 9 of the Lease Option shall continue in full force and effect and shall be unmodified by this Amendment.

The annual rent payments due to Lessor on March 15, 2016, March 15, 2017, March 15, 2018, March 15, 2019 and March 15, 2020 shall be capped at $100,000 for each payment until “Commercial Silver Production” has commenced at any time prior to March 15, 2020. For the purposes of this Amendment, “Commercial Silver Production” shall mean when Lessee has achieved a cumulative production of at least 100,000 troy ounces of silver from the Langry Project. Notwithstanding the foregoing, the $100,000 annual cap on rent payments shall apply and the Lessee shall not be obligated to make payments in accordance with the payment schedule specified in Paragraph 10 of the Lease Option for any years through March 15, 2020 unless “Commercial Silver Production” has been achieved prior to March 15, 2020.

10.

Paragraphs 11 and 12 of the Lease Option shall remain in full force and effect; provided, however, that Lessee shall have the right to eliminate the silver price link to rent on March 15 ^th of any year through March 15, 2026 as contained in the phrase “or the current price of 15,000 troy ounces of silver (whichever is higher)” in Paragraph 11 and the phrase “or the current price of 20,000 troy ounces of silver (whichever is highter)” in Paragraph 12 (a) by making a one time payment to Lessor in amount equal to 25,000 troy ounces of silver (the “Silver Price Link Payment”) based upon the average of the London Silver Fix on the calendar month immediately preceding the Silver Price Link Payment, at any time during the eleven year period beginning March 15, 2015 and

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Lessee’s Initials Lessor’s Initials

ending March 15, 2026. Notwithstanding the foregoing, the elimination of the silver price link to rent shall terminate upon Lessee achieving Commercial Silver Production on the Langtry Project.

11.

Lessor hereby grants to Lessee an option to extend the term of the Lease Option for an additional five (5) years, or until March 15, 2035, upon the same terms and conditions as provided in Paragraph 12 of the Lease Option. and thereafter, the Lease Option shall continue in full force and effect on the same terms and conditions set forth in Paragraph 12 of the Lease Option for so long as there is Commercial Silver Production on the Langtry Project.

12.

Paragraph 15 of the Lease Option shall remain in full force and effect, subject to the following modification: provided that Lessee has paid to Lessor the portions of the Cash and Equity Considerations due on or before November 30, 2012 and February 15, 2013 and all payments due to the Lessor under the terms of the Lease Option, for the period beginning January 15, 2013 and ending March 15, 2015, Lessee shall have the right upon 30 days’ written notice to Lessor to purchase fee simple title to the 20 patented mining claims comprising the Langtry Project in consideration of a one time cash payment in the amount of $10 million plus all transaction costs as specified in Paragraph 18 of the Lease Option.

13.

Athena Silver will honor all properly documented requests from Lessor that the restrictive legend be removed from certificates representing shares of Athena Silver common stock issued to Lessor pursuant to the Lease Option and this Amendment under applicable provisions of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Athena Silver will exercise commercially reasonable efforts to instruct its transfer agent, Corporate Stock Transfer, Inc., to cancel and reissue certificates without restrictive legend representing all shares of Athena Silver common stock owned by Lessor which are qualified for resale without restriction under Rule 144. Athena Silver shall not be responsible for any delay or failure on the part of the transfer agent to remove any restrictive legend for any reason beyond the control of Athena Silver.

14.

This Amendment may not be construed to amend the Lease Agreement in any way except as expressly set forth herein.

15.

The parties hereby confirm that the Lease Option, as amended by this Amendment No. 1, is in full force and effect. In the event of any conflict or inconsistency between the provisions of this Amendment and the provisions of the Lease Option, the provisions of this Amendment shall control.

16.

In the event that one or more of the following items are 30 days past due this Amendment No. 1 shall be deemed to be breached and the Lessor shall have the option to cancel and terminate this Amendment No. 1.

Each and every cash payment specified in this Amendment No. 1.

Delivery to the Lessor of stock certificates in the name of the Strachan Trust for all shares of Athena Silver Corporation specified in this Amendment No. 1.

Each and every cash payment specified in the Lease Option except those payments modified by this Amendment No. 1.

17.

The following items shall be delivered to the Lessor prior to November 30, 2012:

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Lessee’s Initials Lessor’s Initials

Delivery to the Lessor of a legible copy of the Corporate Resolution which authorizes this Amendment No. 1.

Delivery to the Lessor of a legible, signed copy of this Amendment No. 1 signed by an officer of Athena Minerals Inc. who is authorized to sign this Amendment No. 1.

18.

The following items shall be delivered to the Lessor:

Delivery to the Lessor of a legible, signed copy of the Cost Basis Reports to the Stock Transfer Agent described in Paragraph #3 of this Amendment No. 1 on or before the respective due dates of issue, to wit: November 30, 2012 and February 15, 2013.

Delivery to the Lessor of a legible, signed copy of the written instructions to the Stock Transfer Agent described in Paragraph #13 of this Amendment No. 1 within five (5) business days of receipt of Lessor’s properly documented request for legend removal.

IN WITNESS WHEREOF, the parties have signed this Amendment the date and year first above written.

ATHENA SILVER CORPORATION

ATHENA MINERALS, INC.

By:

/ s/ John C. Power

By:

/ s/ John C. Power

Name:

JOHN C. POWER

Name: JOHN C. POWER

Title: PRESIDENT

BRUCE AND ELIZABETH STRACHAN REVOVABLE LIVING TRUST DATED JULY 25, 2007

By:

/ s/ Bruce D. Strachan

By:

/s/ Elizabeth K. Strachan

Bruce D. Strachan, Trustee

Elizabeth K. Strachan, Trustee

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Lessee’s Initials Lessor’s Initials

ATHENA SILVER ENTERS INTO LANGTRY LEASE AMENDMENT

Provides for opportunity to eliminate landowner’s royalty on production and future anti-dilution share issuances

Future rental payments capped for years 2015 to 2020

November 29, 2012 FOR IMMEDIATE RELEASE

Boulder, Co -- Athena Silver Corporation (OTCBB: AHNR) announced today it has entered into an agreement with the Strachan Family Trust (“Strachan”), owners of the Langtry patented claims, to amend the terms of the original lease/option executed in March 2010 between the Strachan Family Trust and Athena. Under the amendment, Athena has the opportunity to eliminate the 3% royalty on silver production payable to Strachan; cap the silver-linked annual lease payments at $100,000 during the years 2015 through 2020; eliminate the anti-dilution share provision and temporarily lower the price of Athena’s option to acquire the property at a fixed price of $10 Million for the period beginning February 15, 2013 until March 15, 2015. After that date, the purchase price option to acquire the property reverts back to the original lease terms of a variable price equal to the greater of either $9 million or the market price of 450,000 ounces of silver.

In consideration, Strachan will receive an additional 2,000,000 shares of Athena common stock; a final anti-dilution issuance of 30,864 shares; and cash payments totaling $2,000,000 payable as follows: $125,000 payable immediately $125,000 payable in 2013; $250,000 payable in 2014; $500,000 payable in 2015; and $1,000,000 payable in 2016.

Upon Athena issuing the two million shares and making the first and second cash installments, the right of Strachan to receive additional anti-dilution shares in the future is eliminated. If Athena fails to pay any of the future cash installments, the 3% royalty will be reduced in proportion to payments actually made. The cap on lease rental payments for years 2015 through 2020 will be lifted only if commercial silver production has been achieved on the Langtry Project.

Strachan has also agreed to a one-year lock-up covering all Athena shares issued to Strachan under the Lease/Option.

“This amendment provides significant relief from the onerous provisions under the original lease whereby our annual lease payment would be tied to the price of silver starting in 2015, and gives us the right to completely eliminate the 3% royalty payable to Strachan,” said John Power, President of Athena.

“This is a major improvement in the economic metrics of the project, as we develop our mine plan and economic model. Our two immediate goals are to confirm our ability to improve metallurgical recoveries with our current studies underway at METCON Research in Tucson, Arizona and to reduce our lease burdens on the project,” he said.

“These two objectives will, when completed, significantly enhance the project economics as we target our milestone of commissioning a Preliminary Economic Assessment (PEA) in 2013. The agreement also gives shareholders more value should there be a material upswing in the price of silver. I want to thank the Strachan Family Trust for working with us to accomplish this major milestone for Athena,” added Power.

On behalf of the Strachan Family Trust, Bruce Strachan stated, “The viability of the Langtry Silver Project has been greatly enhanced by the signing of this agreement, as it significantly decreases the

annual lease payments until actual production begins and also provides the opportunity to eliminate the royalty payable on any silver production.”

“I have been very pleased with the progress achieved by Athena and its amazing team of technical consultants since we started working together in March 2010. I am excited to significantly increase our share ownership in Athena,” Strachan said.

About Athena Silver Corporation:

Athena Silver Corporation is a junior exploration company focused on the exploration and development of its flagship Langtry silver project in California.

Langtry Silver Project, San Bernardino County, California

The Langtry silver project consists of 862 acres including 20 patented claims comprising 413.22 acres in the Calico Mining District of San Bernardino County, California. Athena entered into a 20-year mining lease with an option to purchase the Langtry patented Claims effective March 15, 2010 and amended on November 28, 2012. The Lease/Purchase agreement is subject to continuing financial and work commitments on the claims and other royalties more fully described in the company's filings available on the SEC's website at www.sec.gov .

There were over 200 holes drilled in the project area by the minerals division of Superior Oil Company in the late 1960s and 1970s. Average depth was 400 feet and the deepest hole was 575 feet. Our resource database includes 135 of the Superior holes together with the 13 holes drilled by Athena in 2011. An NI 43-101 technical report was published on May 3, 2012 on the Langtry project with an Indicated Resource of 18,809,000 Ounces of Silver and Inferred Resource of 42,623,000 Ounces of Silver.

Lava Beds District Prospect, San Bernardino County, California

Athena also has fee simple ownership of a 661.37 acre property near the Lava Beds Mining District and has evidence of historic mining. It is adjacent to both the “Silver Cliffs” and “Silver Bell” historic mines. The property is located in the same regional geologic area known as the “Western Mojave Block” that includes our flagship Langtry project. It is approximately 28.5 miles SE of our Langtry project.

Cautionary Statement. The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves , adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States Securities and Exchange Commission (“SEC”) Industry Guide 7 under the United States Securities Act of 1933, as amended (the “Securities Act”). Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI

43 -101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of a mineral deposit in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC Industry Guide 7 standards as in place tonnage and grade without reference to unit measures.

For more information, please visit the Company's website at: www.athenasilver.com

This release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are intended to be covered by the safe harbor created by such sections. Such statements are based on good faith assumptions that Athena Silver Corporation believes are reasonable but which are subject to a wide range of uncertainties and business risks that could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Factors that could cause actual results to differ from those anticipated are discussed in Athena Silver Corporation's periodic filings with the Securities and Exchange Commission.

Contact: John Power

President, Athena Silver Corporation

707-884-3766


Delaware	_000-51808	90-0158978
(State or other jurisdiction of incorporation)	Commission File Number	(I.R.S. Employer Identification number)


	(c)	Exhibit

	Item	Title

	10.1	Amendment No. 1 to Lease and Option to Purchase
	99.1	Press Release dated November 29, 2012


___	Written communications pursuant to Rule 425 under the Securities Act
___	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
___	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
___	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act


	Athena Silver Corporation

Date: _November 29, 2012_	By: __ /s/ John C. Power __ ____ John C. Power Chief Executive Officer/Director


ITEM 1.01	ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT


ITEM 7.01	REGULATION FD DISCLOSURE