UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2020
ATHENA SILVER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-51808 | 90-0158978 |
|
(State or other jurisdiction
of incorporation) |
Commission File
Number |
(I.R.S. Employer Identification number) |
2010 A Harbison Drive # 312, Vacaville,
CA 95687
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code: (707) 291-6198
______________________________________________________
(Former name or former address, if changed since last report)
| ___ | 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 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On April 28, 2020, Athena Silver Corporation (the “Company”) through its wholly-owned subsidiary Athena Minerals Inc. entered into Agreement to Grant a 1% Net Smelter Return (NSR) on all Silver Produced from Langtry Mine (the “NSR Agreement”) with Bruce and Elizabeth Strachan, Trustees of the Bruce and Elizabeth Strachan Revocable Living Trust dated July 25, 2007 (“Strachan”) whereby Strachan has agreed to grant to Athena Minerals, Inc. a 1% net smelter return on the Langtry Mine in California, conditioned upon the completion of the Company’s payment obligation of $150,000 to Mobil Exploration (“Mobil”) in exchange for Mobil agreeing to reduce its net smelter royalty to 2% pursuant to a 2015 agreement between the Company and Mobil. Athena is making annual payments of $10,000 to Mobil and has a remaining balance outstanding of $100,000. Athena’s 1% NSR on Langtry will not vest until the payment obligation to Mobil has been completed. A copy of the NSR Agreement is filed herewith as Exhibit 10.1.
| ITEM 1.02 | TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT |
On April 28, 2020, Athena Silver Corporation and its wholly-owned subsidiary Athena Minerals, Inc. (together “Athena”) entered into Agreement to Terminate Lease with Option to Buy dated March 10, 2016 with Bruce and Elizabeth Strachan, Trustees of the Bruce and Elizabeth Strachan Revocable Living Trust dated July 25, 2007 (“Strachan”), including any and all amendments thereto dated April 28, 2020 (the “Termination Agreement”) with respect to the Langtry Mine in California. A copy of the Termination Agreement is filed herewith as Exhibit 10.2
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| Item | Title | |
| 10.1 | NSR Agreement | |
| 10.2 | Termination Agreement |
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 Silver Corporation | ||
| Date: April 29, 2020 | By: | /s/ John C. Power |
|
John C. Power, President
|
||
| 2 |
Exhibit 10.1
AGREEMENT TO GRANT A 1% NET SMELTER RETURN (NSR) ROYALTY ON ALL SILVER PRODUCED FROM THE LANGTRY MINE
BETWEEN: GRANTEE: ATHENA MINERALS INC.
HEREINAFTER REFERRED TO AS THE “GRANTEE” OR AS “ATHENA”
AND:
GRANTOR: BRUCE D. STRACHAN AND ELIZABETH K. STRACHAN AS TRUSTEES OF THE BRUCE AND ELIZABETH STRACHAN REVOCABLE TRUST DATED 7-25-2007
HERINAFTER REFERRED TO AS THE “GRANTOR” OR AS THE “STRACHAN TRUST”
SUBJECT PROPERTY: (HEREINAFTER REFERRED TO AS THE “LANGTRY MINE”)
ASSESSOR’S PARCEL #0517-251-05-0-000 SAN BERNARDINO COUNTY, CALIFORNIA, 413.22 ACRES DESCRIBED AS THE LAND EMBRACED WITHIN THE FOLLOWING PATENTED MINING CLAIMS: QUAD DEUCE I, QUAD DEUCE II, QUAD DEUCE III, QUAD DEUCE IV, QUAD DEUCE V, QUAD DEUCE X, QUAD DEUCE XII, QUAD DEUCE XIV, QUAD DEUCE 22, PAL #16, PAL #17, PAL #35, PAL #36, LANGTRY #1, LANGTRY #2, LANGTRY #4, LANGTRY #5, LANGTRY #6, CISCO #1, CISCO #2 AND CISCO #3 LODE MINING CLAIMS WHICH ARE SHOWN AND DESCRIBED ON MINERAL SURVEY #6777 EMBRACING A PORTION OF SECTIONS 6, 7 AND 8, TOWNSHIP 10 NORTH, RANGE 1 EAST, SAN BERNARDINO BASE AND MERIDIAN IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA.
AND:
THE LAND EMBRACED WITHIN THE FOLLOWING UNPATENTED MINING CLAIMS: LILLY 10 (CAMC 290263) AND QUAD DEUCE XIII (CAMC 306178)
| /s/ JCP | /s/ BDS AND EKS |
| LESSEE’S INITIALS | LESSOR’S INITIALS |
| 1 |
RECITALS:
THE GRANTOR AND THE GRANTEE MUTUALLY AGREE THAT A REDUCTION IN THE ROYALTY INTEREST IN THE LANGTRY MINE HELD BY MOBIL EXPLORATION AND PRODUCING NORTH AMERICA, INC. WOULD BE MUTUALLY BENEFICIAL TO BOTH GRANTOR AND GRANTEE: THEREFORE THE GRANTOR AND THE GRANTEE HEREBY AGREE TO THE FOLLOWING ACTION:
ACTION REQUIRED BY GRANTEE:
ATHENA SHALL CONTINUE TO MAKE THE $10,000.00 ANNUAL PAYMENTS WHICH ARE DUE TO MOBIL EXPLORATION AND PRODUCING NORTH AMERICAN, INC. FOR THE EXISTING ROYALTY REDUCTION CONTRACT IN A TIMELY MANNER UNTIL SAID CONTRACT IS PAID IN FULL.
ATHENA SHALL HAVE THE OPTION TO PAY OFF SAID ROYALTY CONTACT RATHER THAN MAKE THE ANNUAL PAYMENTS.
NOTE: IN THE EVENT THAT ANY ANNUAL PAYMENT DUE ON THE ROYALTY REDUCTION CONTRACT IS 6 MONTHS OR MORE PAST DUE THEN THE GRANTOR SHALL HAVE THE OPTION TO CANCEL AND TERMINATE THIS AGREEMENT.
ACTION REQUIRED BY GRANTOR:
UPON RECEIPT BY THE GRANTOR OF A NOTARIZED DEED AMENDMENT FROM MOBIL EXPLORATION AND PRODUCING NORTH AMERICAN, INC. WHICH STATES THAT THE NET SMELTER RETURNS (NSR) ROYALTY INTEREST ON THE SALE OF ALL CONCENTRATES, PRECIPITATES AND METALS PRODUCED FROM ORES MINED EXTRACTED OR TAKEN FROM THE LANGTRY MINE HAVE BEEN REDUCED TO A 2% NSR, THEN THE GRANTOR SHALL CREATE AND EXECUTE AND DELIVER TO THE GRANTEE A DOCUMENT WHICH GRANTS A 1% NSR ROYALTY ON ALL SILVER PRODUCED FROM THE LANGTRY MINE ON A PERMANENT BASIS TO THE GRANTEE.
NOTE: THE NOTARY JURAT WHICH WILL BE USED TO NOTARIZE SAID DEED AMENDMENT MUST BE ON A JURAT FORM WHICH COMPLIES WITH CALIFORNIA REQUIREMENTS FOR RECORDING A DOCUMENT IN CALIFORNIA.
NOTE: IN THE EVENT THAT THE ABOVE NOTED DEED AMENDMENT HAS NOT BEEN RECEIVED BY THE GRANTOR ON OR BEFORE MAY 1, 2030 THEN THE GRANTOR SHALL HAVE THE OPTION TO CANCEL AND TERMINATE THIS AGREEMENT.
| /s/ JCP | /s/ BDS AND EKS |
| GRANTEE’S INITIALS | GRANTOR’S INITIALS |
| 2 |
THIS AGREEMENT SHALL BE BINDING ON THE HEIRS, ASSIGNS AND SUCCESSORS OF BOTH THE GRANTOR AND THE GRANTEE.
GRANTEE: ATHENA MINERALS INC.
| /s. JOHN C. POWER | April 28, 2020 |
| BY: JOHN C. POWER, PRESIDENT | DATE |
GRANTOR: BRUCE D. STRACHAN AND ELIZABETH K. STRACHAN AS TRUSTEES OF THE BRUCE AND ELIZABETH STRACHAN REVOCABLE LIVING TRUST DATED 7-25-2007
| /s/ BRUCE D. STRACHAN | April 21, 2020 |
| BY: BRUCE D. STRACHAN, TRUSTEE | DATE |
| /s/ ELIZABETH K. STRACHAN | April 21, 2020 |
| BY: ELIZABETH K. STRACHAN, TRUSTEE | DATE |
| 3 |
Exhibit 10.2
AGREEMENT TO TERMINATE THE LEASE WITH OPTION TO BUY DATED MARCH 10, 2006 AND AMENDMENT #1 TO SAID LEASE AND ALL LEASES AND AMENDMENTS DATED PRIOR TO MARCH 10, 2016
BETWEEN: ATHENA MINERALS INC. AND IT’S PARENT COMPANY ATHENA SILVER CORP. (HEREINAFTER REFERRED TO AS “ATHENA” OR AS THE “LESSEE”)
AND:
BRUCE D. STRACHAN AND ELIZABETH K. STRACHAN AS TRUSTEES OF THE BRUCE AND ELIZABETH STRACHAN REVOCABLE LIVING TRUST DATED 7-25-2007 (HEREINAFTER REFERRED TO AS THE “LESSOR”)
SUBJECT PROPERTY:
(HEREINAFTER REFERRED TO AS THE “LEASED PREMISES”)
ASSESSOR’S PARCEL #0517-251-05-0-000 SAN BERNARDINO COUNTY, CALIFORNIA, 413.22 ACRES DESCRIBED AS THE LAND EMBRACED WITHIN THE FOLLOWING PATENTED MINING CLAIMS: QUAD DEUCE I, QUAD DEUCE II, QUAD DEUCE III, QUAD DEUCE IV, QUAD DEUCE V, QUAD DEUCE X, QUAD DEUCE XII, QUAD DEUCE XIV, QUAD DEUCE 22, PAL #16, PAL #17, PAL #35, PAL #36, LANGTRY #1, LANGTRY #2, LANGTRY #4, LANGTRY #5, LANGTRY #6, CISCO #1, CISCO #2 AND CISCO #3 LODE MINING CLAIMS WHICH ARE SHOWN AND DESCRIBED ON MINERAL SURVEY #6777 EMBRACING A PORTION OF SECTIONS 6, 7 AND 8, TOWNSHIP 10 NORTH, RANGE 1 EAST, SAN BERNARDINO BASE AND MERIDIAN IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA.
AND:
THE LAND EMBRACED WITHIN THE FOLLOWING UNPATENTED MINING CLAIMS: LILLY 10 (CAMC 290263) AND QUAD DEUCE XIII (CAMC 306178)
| /s/ JCP | /s/ BDS AND EKS |
| LESSEE’S INITIALS | LESSOR’S INITIALS |
| 1 |
LESSEE AND LESSOR HEREBY MUTUALLY AGREE THAT ALL OF THE DOCUMENTS LISTED OF PAGE #1 OF THIS DOCUMENT SHALL BE TERMINATED UPON SIGNING OF THIS DOCUMENT BY BOTH LESSEE AND LESSOR AND THEREAFTER SAID DOCUMENTS SHALL BE NULL AND VOID AND THAT ALL OBLIGATIONS OF BOTH LESSEE AND LESSOR WHICH ARE DESCRIBED IN SAID DOCUMENTS SHALL BE TERMIANTED AND SHALL BE NULL AND VOID UPON SIGNING BY BOTH LESSEE AND LESSOR.
LESSEE: ATHENA MINERALS INC.
| /s/ JOHN C. POWER | April 28, 2020 |
| BY: JOHN C. POWER, PRESIDENT | DATE |
LESSOR: BRUCE D. STRACHAN & ELIZABETH K. STRACHAN AS TRUSTEES OF THE BRUCE AND ELIZABETH STRACHAN REVOCABLE LIVING TRUST DATED 7-25-2007
| /s/ BRUCE D. STRACHAN | April 21, 2020 |
| BY: BRUCE D. STRACHAN, TRUSTEE | DATE |
| /s/ ELIZABETH K. STRACHAN | April 21, 2020 |
| BY: ELIZABETH K. STRACHAN, TRUSTEE | DATE |
| 2 |