ATHENA SILVER CORP (Form: 8-K, Received: 01/21/2015 11:42:02)

AMENDMENT NO. 3 TO

LEASE AND OPTION TO PURCHASE DATED MARCH 11 2010

THIS AMENDMENT NO. 3 to Lease and Option Agreement dated March 11, 2010 , (“Lease Option”) is made effective this 20 ^th day of January, 2015 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, Lessor and Lessee executed and delivered Amendment No. 1 to Lease Option dated as of November 28, 2012 (“Amendment No. 1”), Amendment No. 2 to Lease Option dated December 19, 2013 (“Amendment No. 2”) (hereafter, the Lease Option, Amendment No. 1 to Lease Option and Amendment No. 2 to Lease Option shall collectively be referred to as the “Lease Option”);

WHEREAS, all parties hereto agree that there exists no Event of Default under the Lease Option and Lessor is willing to further 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 that (i) all rents required to be paid by Lessee to Lessor under the Lease Option have been paid through March 15, 2014, (ii) all Equity Consideration, as defined in the Lease Option, has been paid and issued to Lessor, and (iii) Lessor’s entitlement to Anti-Dilution Shares under Paragraphs 3 and 4 of the Lease Option has been terminated by virtue of Lessee’s compliance with Paragraph 6 of Amendment No. 1.

On or before January 30, 2015, Athena Silver will issue to Lessor an aggregate of 200,000 shares of common stock. For purposes of federal income tax, the parties agree that in view of the fact that the shares of common stock are 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 that the fair market value of the shares included in the Equity Consideration as of the date of this Agreement is $0.04 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

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Lessee’s Initials Lessor’s Initials

for Athena Silver Corp. shall provide Corporate Stock Transfer, Inc., Athena Silver’s Stock Transfer Agent, a Cost Basis Report under the Emergency Ecomonic Stabilization Act of 2008 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 share issuance provided for in this paragraph stating the cost of the shares so issued is $0.04 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 January 30, 2015.

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.

The Annual Rent payment in the amount of $100,000 due March 15, 2015 shall be paid as follows:

$30,000 in immediately available funds; and

$70,000 shall be deferred and shall be due and payable 12 months following Lessee achieving Commercial Production (as defined in Paragraph 9 of Amendment No. 1.

The Annual Rent payment in the amount of $100,000 due March 15, 2016 shall be paid as follows:

$40,000 in immediately available funds; and

$60,000 shall be deferred and shall be due and payable 24 months following Lessee achieving Commercial Production (as defined in Paragraph 9 of Amendment No. 1.

The Annual Cap of $100,000 on Annual Rent provided for in Paragraph 9 of Amendment No. 1 shall be extended to and including March 15, 2025 unless Commercial Production shall have been achieved at any time prior to March 15, 2025, in which event the Annual Rent provided for in Paragraphs 10 and 11 of the Lease Option shall apply.

Notwithstanding the foregoing, the Annual Cap of $100,000 on Annual Rent shall be eliminated, and the provisions of Paragraphs 10, 11 and 12 of the Lease Option shall apply, for any year ending December 31 (for the following March 15 Annual Rent payment) in which the London Silver Fix is $60 or more for the continuous six month period beginning July 1 and ending December 31. If the London Silver Fix is not available, another reliable quotation shall be used such as the closing price of silver on the Comex or the CME Exchange for the nearest delivery or the spot price quoted in the Wall Street Journal or Kitco website.

Paragraph 4 of Amendment No. 1 is hereby amended in its entirety to read as follows:

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Lessee’s Initials Lessor’s Initials

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

Amount

Date

$250,000

January 15, 2017

$250,000

January 15, 2018

$500,000

January 15, 2019

$500,000

January 15, 2020

10.

Paragraph 12 of Amendment No. 1 is hereby amended in its entirety to read as follows:

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, 2020, 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. Upon Lessee purchasing the fee simple title to the Langtry Project 20 patented mining claims, the Lease Option shall terminate and all rights and obligations of the Lessor and Lessee thereunder shall be null and void.

11.

This Amendment No. 3 is subject to Lessee providing Lessor on or before March 15, 2015 with a detailed accounting setting forth all expenditures made to date by Lessee on the Langtry Project.

12.

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

13.

The parties hereby confirm that the Lease Option, as amended by Amendment No. 1, Amendment No. 2 and this Amendment No. 3 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.

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Lessee’s Initials Lessor’s Initials

IN WITNESS WHEREOF, the parties have signed this Amendment No. 3 to Lease and Option to Purchase dated March 11, 2010 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, Trustee

By: __ /s/ Elizabeth K. Strachan, Trustee

Bruce D. Strachan, Trustee

Elizabeth K. Strachan, Trustee

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Lessee’s Initials Lessor’s Initials

ATHENA SILVER ENTERS INTO AGREEMENT TO MODIFY

LEASE/ PURCHASE OPTION ON LANGTRY SILVER PROJECT

January 21, 2015 FOR IMMEDIATE RELEASE

Boulder, CO ---- Athena Silver Corporation (OTCBB: AHNR) together with its wholly-owned subsidiary, Athena Minerals, Inc., announced today an agreement between Athena and the lessor to modify the Company ’ s Lease/Purchase Option covering its flagship Langtry Silver Project located in the Calico Mining District, San Bernardino County, California.

The highlights of the modification include:

The annual lease payment of $100,000 due on March 15, 2015 will be payable $30,000 in cash and $70,000 deferred until 12 months after commercial production is achieved.

The annual lease payment of $100,000 due on March 15, 2016 will be payable $40,000 in cash and $60,000 deferred until 24 months after commercial production is achieved.

The purchase option to acquire fee simple title to the Langtry patented claims in consideration of a one-time $10,000,000 payment has been extended from March 15, 2016 to March 15, 2020.

Our option to purchase the NSR royalty retained by the Lessor has all been extended. The optional payment of $250,000 due on January 15, 2015 has been extended for two years. Now the optional payments would be due as follows:

January 15, 2017 $250,000

January 15, 2018 $250,000

January 15, 2019 $500,000

January 15, 2020 $500,000

The lessor will be issued 200,000 shares of restricted Athena common stock as compensation for these modifications.

The modification agreement has other material provisions and obligations, and a complete copy of the lease/purchase option amendment is being filed today as an exhibit in our Form 8-K filing with the SEC.

“ We are very pleased to have reached this agreement with the Strachan Trust (lessor) regarding our underlying lease and purchase option on the Langtry patented claims, ” said John Power, President & CEO of Athena Silver Corporation. “ This agreement reduces our cash requirements by $130,000 over the next five quarters and as a result minimizes potential equity dilution during this very difficult market for junior precious metal explorers. ”

“ We continue to look for ways to enhance long-term shareholder value with other efforts which are underway, ” added Power.

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 San Bernardino County, 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 in 2012, 2013 and 2015. The Lease/Purchase agreement is subject to continuing financial and other 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 . The historical resource estimate at Langtry is defined by 201 rotary drill holes drilled by the minerals division of Superior Oil Company in the late 1960s and early 1970s. Average depth was 400 feet and the deepest hole was 575 feet. Superior estimated a 22 million ton ore body, with silver grading at an average of 2.37 ounces per ton for a total of 52.14 million ounces and an estimated 65% recovery rate on the silver ore. Athena has not independently verified this historical estimate and cannot attest to their accuracy.

An update resource estimate was commissioned by Athena and that database includes just 135 of the Superior holes together with the 13 holes drilled by Athena in 2011.

An NI 43-101 technical report compiled by SRK International was published on May 3, 2012 based on the market price at that time of $30 per silver ounce for the Langtry project with an Indicated Resource of 18,809,000 Ounces of Silver and Inferred Resource of 42,623,000 Ounces of Silver. This information does not qualify as a resource estimate under applicable SEC reporting requirements.

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. The property appears to be located in a Desert Tortoise Conservation area and may also have value as mitigation land.

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 ” . 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. 3 to Lease and Option to Purchase
	99.1	Press Release dated January 21, 2015


___	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: _January 21, 2015_	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