Exhibit 10.1

ELEVENTH ALLONGE AND MODIFICATION AGREEMENT

This ELEVENTH ALLONGE AND MODIFICATION AGREEMENT ("Modification") effective on the 31^st day of December, 2019 (the “Effective Date”), by and among JOHN D. GIBBS ("Lender"); and ATHENA SILVER CORPORATION, a Delaware corporation ("Borrower");

RECITALS

A.       Borrower executed and delivered to Lender its Credit Agreement dated July 18, 2012, as previously amended (the “Credit”).

B.       Under the Credit, the Borrower has drawn advances, each evidenced by an Unsecured Convertible Credit Note (the “Note”).

C.       Borrower and Lender executed a Tenth Allonge and Modification Agreement (the “Allonge”) which provided that the maturity date of the Credit, Loan and Notes be extended to December 31, 2019 (the “Maturity Date”).

D.       Borrower has requested, and Lender is willing to agree to, a further extension of the Maturity Date of the Credit and Notes until June 30, 2020.

AGREEMENT

NOW THEREFORE, for the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.       Acknowledgement of Recitals. Borrower and Lender acknowledge and agree that the foregoing Recitals are true and correct statements of fact and that as of the date of this Modification, they are indebted to Lender for the Current Outstanding Balance as set forth in the foregoing Recitals.

2.       Modification of Credit. As of the effective date of this Modification, the terms of the Credit and Notes shall be modified as follows:

“2.1 Credit Facility. The Lender hereby agrees that the maturity date of the Credit, Loan and Notes be extended to June 30, 2020 (the “Maturity Date”).

3.       Authority to Enter into this Modification. Borrower hereby states that it has the requisite authority to enter into this Modification and hereby indemnifies Lender from any and all claims or losses which Lender may incur as a result of any party lacking the necessary requisite authority to enter into this Modification. All parties agree to execute any additional documentation or provide any additional documentation as may be reasonably requested by Lender to properly and further effectuate the terms of this Modification.

4.       Governing Law. This Modification shall be governed by the laws of the State of Delaware. The prevailing party in any litigation hereunder shall be entitled to recover reasonable legal fees and costs in addition to all other damages and remedies at law.

5.       No Representations Language/No Endorsement of Success or Feasibility. Borrower understands and agrees that Lender's consent to this Modification is not to be construed by it or any other party as an endorsement or acknowledgment by Lender, either explicitly or implicitly, of the feasibility or likelihood of success of this Modification. Further, Lender makes no representations regarding the tax consequences of this transaction.

6.       Successors Bound/Integration. The provisions of this Modification shall bind the respective heirs, executors, personal representatives, administrators, successors and assigns of the parties hereto. This Modification incorporates all prior discussions and negotiations between the parties and may not be amended except in writing duly acknowledged by the parties.

7.       Severability. The invalidity or unenforceability of any term or provision of this Modification shall not affect the validity or enforceability of the remaining terms and provisions hereof and each provision of this Modification shall be valid and enforceable to the fullest extent permitted by law.

8.       Counterparts. This Modification may be separately executed, each of which shall be considered an original, and when taken together shall constitute the entire agreement between the parties.

IN WITNESS WHEREOF, the undersigned have caused this Eleventh Allonge and Modification Agreement to be executed as of the day and year first above written.

Exhibit 10.2

- , AMENDMENT# 1 TO LEASE WITH OPTION TO PURCHASE DATED MARCH I0,20i6 ( HEREINAFTER REFERRED 10 AS TIIB"LEASE" BBTWEEN: ATHENAMINBRALS,INC. ( HERBINAFTBR RBFBRRBD 'IDAS "ATHBNA"ORAS1HE"LESSBB") · · . AND: , - · BllUCBD. STRACHAN ANDBL1ZABBTH IC. STRACHAN AS TRUS'1'BBS OFTBEBRUCB AND BUZABJmISTRACHANRBVOCABLB LIVING TR.UST DATED 7 - 25 - 'Jim (HERBINAFI'BR.RBPBRRED10AS fflB" STRACHAN TRUST" OR.ASTHE "LESSOR"} . SUBlBCT PROPERTY : (HEREINAFTBRREIIBRRBDIDASTRH"LEASBD PRBMISES ") ASSBSSORSPARCBLNUMBEl.l0517 - 251 - 05 - 0 - 000SAN BBRNARDJNO COUNT'4 CAUFORNJA, 413.22ACRBS DBSCRJBEDAS THELAND EMBRACED WITHIN1HE FOLLOWING PATBNTBD MININGCLAJMS: QUAD DBUCH1, QUAD DEUCBH. QUAD DBUCEN, QUAD DBUCEV. QUAD DEUCRX. QUAD.DEUCE XO. QUAD - DBUCBXIY, QUADDBUCE22.PAL#16,PAL#17, PAL#3S,PAL#36.LANGTR.Y#1,LANGTR.Y#2, LANGIRY# 4,LANG'IR.Y #JS, LANG'IR.Y# 6, CISOO #J I,· CISCO #J 2AND CI SCO# 3 WDBMININGCLAJMS WHICHARD SHOWN AND . ONMINERALSUR.VJ!Y #6777 APOlfflON OF SHCTIONS 6, 7 AND 8• 'l'OWNSHIP IONOkl ff, RANGE 1 SAN BERNARDINO MERIDiANINTHBOOUNTY OFSANBBRNARDINO, STA1E OFCALIFORNIA · AND: THELAND EMBRACBD WlTHINTHB FOU.OWING UNPATENTBD LODE MINING CJ;;AIMS: Lll.LY 10 ( CACM2.90263 )ANDQUADDEUCBXDI( CAMC 306178) -- ----- 1 - ----------------------------- --- ··.· - ······· -- $ Jp £ ------ · --- LESSEE'S INITIALS LESSOR'S INITIALS PAGE#l

RECITALS LESSEE AND LESSOR MUTUALLY AGREE THAT A REDUCTION IN THE ROYALTY INTEREST IN THE LEASED PREMISES HELD BY MOBIL EXPLORATION AND PRODUCING NORIBAMERICA, INC TO A 2 % NSR WOULD BE MUTUALLY BENEFICIAL TO BOTH LESSEE AND LESSOR. LESSEE AND LESSOR MUTUALLY AGREE THAT THE LEASE - OPTION PAYMENTS DUE AND PAYABLE IN 2020 AND 2021 SHOULD BE AFIXED AMOUNT RPJHER 1HAN BASED ON THE PRICE OFSILVERAND THAT QUARTERLY PAYMENT OFSAID PAYMENTS INSTEAD OF ANNUALLY WOULD BE MUTUALLY BENEFICIAL TO BOIB LESSEE AND LESSOR. THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED THE'PARTIES AGREE AS FOLLOWS . ---------- -- - - - - -- --- - - ---- ------ ATHENA SHALL PAY OFF THE REMAINING BALANCE DUE TO MOBIL EXPLORATION AND PRODUCING NORIB AMERICA, INC .AS SOON AS APAY OFF AMOUNT CAN BE AGREED ON BY ATI:IENA AND MOBIL EXPLORATION AND PRODUCING NORIB AMERICAINC. UPON RECEIPT BYTHE STRACHAN TRUST OF ANOTARIZED DEED AMENDMENT FROMMOBIL EXPLORATION AND PRODUCING NORTH AMERICA.INC. WIIlCH STATES THAT THE NSR ROYALTY INTEREST ON 1HESALE OF ALL CONCENTRATES, PRECIPITATES AND METALS PRODUCED FROM ORES MINED, EXTRACTED ORTAKEN FROM 1HE LANGTRY PROPERTY HAS BEEN REDUCED TO 2"/o NSR ,THEN THESTRACHAN TRUST SHALL CREATE AND EXECUTE ADOCUMENT WHICH CONVEYS A 1 % NSR ROYALTY ON SILVER PRODUCED FROM THE LEASED PREMISES ON APERMANENT BASIS TOATIIBNA. NOTE: THE NOTARY JURAT FORM WIIlCH WIILL BE USED TO NOTARIZE SAID DEED AMENDMENT MUSTBE AJURAT FORMWlllCH COMPLIES WIIB CALIFORNIA REQUIREMENTS FOR THE RECORDING OFADOCUMENT IN THE STATE OF CALIFORNIA. LESSEE'S INITIALS LESSORS INITIALS PAGE#2

UPON RECEIPT BY THE STRACHAN TRUST OF A NOTARIZED DOCUMENT FROM MOBIL EXPLORATION AND PRODUCING NORTH AMERICA INC.WHICH STATES THAT THE ROYALTY ON SILVER PRODUCED FROM THE LEASED PREMISES HAS BEEN REDUCED TO 2 % NSR THEN THE STRACHAN TRUST SHALL CREATE AND EXECUTE AND DELIVER TO ATHENA AN AMENDMENT TO THE LEASE - OPTION AGREEMENT DATED MARCH 10,2016 WHICH WILL REDUCE THE 2 % NSR PAYABLE TO THE STRACHAN TRUST ON SILVER PRODUCED FROM THE LEASED PREMISES TO ZERO. ATHENA SHALL MAKE A PAYMENT TO THE STRACHAN TRUST OF $10,000.00 ON OR BEFORE FEBRUARY 15, 2020 ATHENA SHALL MAKE THE FOLLOWING PAYMENTS TOTHE STRACHAN TRUST OF $45,000.00 IN 2020 AND $50,000 IN 2021 ON THE FOLLOWING SCHEDULE: $ 11,250.00 ON MARCH 15,2020, JUNE 15,2020,SEPTEMBERl5,2020 AND DECEMBER 15,2020 $12,500.00 ON MARCH 15,2021,JUNE 15,2021, - SEPTEMBER 15,2021 AND DECEMBER 15,2021 NOTE : ANY PAYMENT WHICH IS 30 DAYS PAST DUE SHALL BE SUBJECT TO A 10 % LATE CHARGE NOTE : PERFORMANCE OF THE OBLIGATIONS OF THE STRACHAN TRUST DESCRIBED HEREIN SHALL BE CONTINGENT UPON ATHENA BEING CURRENT ON ALL PAYMENTS DUE TO THE STRACHAN TRUST . NOTE : IF ATHENA HAS BEEN UNABLE TO ACHIEVE THE HEREIN DESCRIBED REDUCTION TO 2 % NSR ROYALTY ON THE PRODUCTION OF SILVER FROM THE LEASED PREMISES ON OR BEFORE MARCH 15,2022 FROM MOBIL EXPLORATION AND PRODUCTION NORTH AMERICAN INC. THEN THIS AGREEMENT SHALL TERMINATE AND SHALL BE NULL AND VOID. ". 3 CX 'J? c l<.6 ------------------------------------------------------------------------------------------------------------- LESSEE'S INITIALS LESSOR'S INITIALS PAGE#3

LESSEE : ATHENA MJNERALS INC. 9 P : J ------------------------------------------------- - r, : f : j?, _ l _ 1i / ------------------ BY JOHN C. POWER, PRESIDENT DATE LESSOR : BRUCE D. STRACHAN AS TRUSTEE OF THE BRUCE AND ELIZABETH STRACHAN REVOCABLE LIVING TRUST DJITED 7 - 25 - 2007 BRUCE D. STRACHAN, TRUSTEE DATE LESSOR : ELIZABETH K. STRACHAN AS TRUSTEEOF THE BRUCE AND ELIZABETH STRACHAN REVOCABLE TRUST DATED JULY 25, 2007 DATE Lf 'Cy; £ :_.s ---------------------------------- ---------------------------------------------------------- :.,/(:'·· ---------------- LESSEE'S INITIALS LESSOR'S INITIALS PAGE#4