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):    August 3, 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 August 3, 2020 Athena Silver Corporation, a Delaware corporation (“Athena”) signed a Twelfth Allonge and Modification Agreement (“Modification”) with John D. Gibbs, Lender, to be effective as of June 30, 2020. The Modification extends the maturity date of the loan to September 30, 2020. A copy of the Modification is filed herewith as Exhibit 10.1.

 

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
ITEM 7.01 REGULATION FD DISCLOSURE

 

Effective August 21, 2020 Athena executed and entered into a binding letter of intent (“LOI”) with Nubian Resources Ltd. (“Nubian”) (TSX VENTURE: NBR) pursuant to which Athena was granted an option to acquire Nubian’s Excelsior Springs exploration project located in Esmeralda County, Nevada, USA (“Excelsior Springs” or the “Property”). Nubian will retain a 1% NSR on the Property and Athena will have the right to purchase 0.5% for $500,000 and the remaining 0.5% at fair market value. Upon execution of a definitive agreement, Athena will issue to Nubian an aggregate of 50 million shares of Athena common stock as the primary consideration of the purchase. The completion of the transaction is conditional upon Nubian obtaining the prior approval of the transaction from the TSX Venture Exchange (the “TSXV”) and any other conditions and approvals required under the LOI and applicable laws. A copy of the LOI is filed herewith as Exhibit 10.2.

 

On August 31, 2020, Athena issued a press release announcing the execution of the LOI. A copy of the press release is filed herewith as Exhibit 99.1

 

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.

 

 

 

ITEM 9.01:     FINANCIAL STATEMENTS AND EXHIBITS

 

  Item Title
  10.1 Twelfth Allonge and Modification Agreement
  10.2 Letter of Intent dated August 21, 2020
  99.1 Press Release

 

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:  August 31, 2020 By:  /s/ John C. Power
          John C. Power, President

 

Exhibit 10.1

 

TWELFTH ALLONGE AND MODIFICATION AGREEMENT

 

This TWELFTH ALLONGE AND MODIFICATION AGREEMENT ("Modification") effective on the 30th day of June, 2020 (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 an Eleventh Allonge and Modification Agreement (the “Allonge”) which provided that the maturity date of the Credit, Loan and Notes be extended to June 30, 2020 (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 September 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 September 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.

 

 

 

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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 Twelfth Allonge and Modification Agreement to be executed as of the day and year first above written.

 

ATHENA SILVER CORPORATION, JOHN D. GIBBS
a Delaware corporation  
   
   
   
By:  /s/ John C. Power /s/ John D. Gibbs
         John C. Power, President John D. Gibbs

 

 

 

 

 

 

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Exhibit 10.2

 

ATHENA SILVER CORPORATION

2010A Harbison Drive, #312

Vacaville, CA 95687

707-291-698

 

August 21, 2020

 

Nubian Resources Ltd.

2526 Yale Court, Suite 202
Abbotsford, British Columbia
Canada V2S 8G9

 

Attention: Markus Janser, Chairman

 

Dear Mr. Janser,

 

Re: Proposed Agreement to Purchase 100% of the Excelsior Springs Exploration Project, Esmeralda County, Nevada from Nubian Resources Ltd.

 

This letter of intent (“LOI”) sets out the principal commercial and contractual terms and principles of the agreement between Nubian Resources Ltd. (the “Vendor”) and Athena Silver Corporation (“Athena”) whereby Athena will acquire an option to purchase from the Vendor 100% of the Excelsior Springs Exploration Project located in Esmeralda County, Nevada, USA, which is made up of the mineral tenures, interests and permits listed in Schedule A (the “Property”), but subject to the royalties listed in Schedule A, and all data, maps, information, reports, drill core and samples from or relating to the Property in whatever form (collectively, the "Property Data").

 

This LOI is intended to and constitutes a legally binding and enforceable agreement among the parties. It is further intended that, subject to Athena being satisfied with the results of its due diligence investigations in respect of the Property in its discretion, including a site visit, the parties hereto agree to negotiate in good faith to settle the form of, and enter into, a binding definitive agreement which will replace this LOI and set forth the terms and conditions of this LOI in greater detail (the “Definitive Agreement”).

 

1. Option to Purchase

 

The Vendor hereby grants Athena the exclusive right to purchase an undivided 100% right, title and interest in and to the Property and the Property Data (the “Transaction”) in consideration for the following purchase payments:

 

a) US$10,000 paid by Athena to the Vendor within five business days of the date the TSX Venture Exchange (“TSXV”) grants conditional approval for the purchase and sale of the Property as contemplated in this LOI (such date being the “1st Payment Date”), which amount is non-refundable in all circumstances; and

 

b) on or before the earlier of the date of the execution of the Definitive Agreement and the date that is three months from the date of this LOI (such date being the “2nd Payment Date”), Athena issuing 50,000,000 shares of Athena to the Vendor valued at $0.05 per share;

 

If the purchase payments outlined in (a) and (b) above are made by Athena in advance of the termination of this LOI and/or execution of the Definitive Agreement, Athena will be deemed to have purchased a 100% interest in the Property and the Vendor shall immediately undertake all actions necessary to transfer and register 100% of the Property to Athena.

 

2. Due Diligence Period

 

During the period between the date of this LOI and the 2nd Payment Date (the “Due Diligence Period”) the Vendor agrees that:

 

a) it will allow Athena and its authorized representatives, including legal counsel and consultants, access to the Property and to all information, books, records or other documents in the Vendor’s possession pertaining to the Property; and

 

b) it will not, directly or indirectly, authorise or permit any officer, employee, representative or agent thereof, to directly or indirectly solicit, initiate, encourage, engage in or respond to any inquiry or proposal regarding a purchase, transfer or other dealing in the Property, or encourage or provide any information to any corporation or other entity regarding an acquisition of the Property.

 

 

 

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3. Distribution of Shares

 

The Vendor intends to distribute the shares to its shareholders on a pro rata basis. The shares have a hold period of six months from the 2nd Payment Date and a distribution before the end of the hold period will result in carrying the hold period over to its shareholders.

 

4. Covenants of the Parties

 

a) From the 1st Payment Date until termination of the LOI or completion of the purchase of the Property by Athena (the “Option Period”), Athena will be responsible for the maintenance of the Property including payment of BLM fees and Athena agrees to keep the Property free and clear of all mortgages, charges, caveats, security interests and other encumbrances arising from its activities on or in respect of the Property.

 

b) Athena’s and Nubian’s respective obligations to enter into the Definitive Agreement will be conditional upon the satisfaction or waiver of the following conditions precedent during the Due Diligence Period:

 

i) the Vendor receiving conditional acceptance of the Transaction from the TSXV (subject to only usual conditions of the TSXV); and

 

ii) the parties obtaining any other approvals required under applicable laws or the rules of an applicable securities exchange.

 

5. Representations and Warranties

 

a) The Vendor represents, warrants and covenants to and with Athena, that as of the date of this LOI:

 

i) the Vendor is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;

 

ii) the Vendor has full legal capacity, power and authority to enter into and perform its obligations under this LOI and this LOI constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms;

 

iii) the Vendor holds a 100% legal and beneficial right, title and interest in the Property, except as set forth in Schedule A;

 

iv) the Property is free from any encumbrances liens, charges, claims, royalties or interests of others of whatever nature, other than the royalties described in Schedule A hereto and rights and interests under legislation applicable to the Property;

 

v) the Property claims are in good standing, in full force and effect and not liable to cancellation or forfeiture for any reasons and the Vendor is not in breach or contravention of any of the terms and conditions upon which the Property claims were granted or of any other rule, regulation or provision of any statute concerning, affecting or relating to the Property claims;

 

vi) the mining lease(s), if any, governing mineral rights included in the Property are valid and enforceable agreements and grant rights to minerals on, in or under the area of such leases to the Vendor, are in good-standing and are assignable by the Vendor without the consent of the lessor(s);

 

vii) there are no environmental liabilities relating to or affecting the Property nor are there any circumstances relating to the Property which may reasonably be expected to give rise to future environmental liabilities, other than environmental obligations included in the terms and conditions attaching to the Property or arising under any law other than by reason of a breach of that law by the Vendor;

 

 

 

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viii) to the best of its knowledge, neither the Vendor nor the Vendor’s rights to the Property are subject to any litigation or legal proceedings, and litigation or legal proceedings have not been threatened against the Vendor; and

 

ix) neither the Vendor, nor any of its assets, is subject to any bankruptcy, receivership or insolvency proceedings or orders.

 

Under the Definitive Agreement, the Vendor will provide such representations and warranties to Athena as are considered standard for transactions similar to the one described herein, including but not limited to the substance of the foregoing statements, at the date of the Definitive Agreement.

 

b) Under the Definitive Agreement, Athena will provide such warranties to the Vendor as are considered standard for transactions similar to the Transaction, including but not limited to warranting to the Vendor that the following statements are true, complete and accurate at the date of the Definitive Agreement:

 

i) Athena is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;

 

ii) Athena has full legal capacity, power and authority to enter into and perform its obligations under this LOI and this LOI constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms;

 

iii) Athena owns 100% of the entire issued share capital (in formation) of Esmeralda Gold Corporation;

 

iv) Athena is not subject to any litigation or legal proceedings, and litigation or legal proceedings have not been threatened against Athena; and

 

v) Athena, nor any of their respective assets, is subject to any bankruptcy, receivership or insolvency proceedings or orders.

 

6. Other Provisions

 

a) During the Option Period, Athena shall convert outstanding debt to equity and will have no more than 50,000,000 shares outstanding;

 

b) Athena shall raise $750,000 at a minimum of $0.03 USD per share for a total of maximum 25,000,000 shares;

 

c) Athena shall obtain a listing on the CSE, the TSX Venture Exchange or another recognized stock exchange agreed to by the Vendor, acting reasonably;

 

d) The Vendor shall retain a 1% NSR on the Property and Athena shall have the right, but not the obligation, to purchase 0.5% NSR back from the Vendor for the amount of $500,000 and the remainder of 0.5% at fair market value;

 

e) The parties shall use their best efforts to agree to the terms of and, if so agreed, execute, a Definitive Agreement within the Due Diligence Period. If the Definitive Agreement is not agreed and executed by the end of the Due Diligence Period, Athena or the Vendor may terminate this LOI by notice in writing to the other party.

 

If this LOI is terminated under this clause 6(e):

 

i) the rights and obligations of each party under clauses 6(j) and (k) will survive termination; and

 

ii) subject to clause 6(e)(i), each party is released from its obligations under this LOI.

 

f) The Vendor understands and acknowledges that all shares of Athena issuable to the Vendor pursuant to a Definitive Agreement will be subject to certain resale restrictions under applicable Canadian and US securities laws and the rules and policies of the TSXV and the Vendor agrees to comply with such restrictions. The Vendor also acknowledges that the certificates for the securities of Athena issuable hereunder will bear the required legends under US and Canadian securities laws.

 

 

 

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g) For the purposes of Section 1 hereof, if there is any subdivision, consolidation or other alteration of the share capital of Athena before the date the fixed share payment must be made, there will be a corresponding adjustment in the number of shares issuable to reflect such change in share capital. It is anticipated that Athena will endeavor a 1:10 consolidation and a name change on completion of this transaction.

 

h) During the Option Period, Athena and its employees, agents and independent contractors shall have the right to enter upon the Property to undertake due diligence activities contemplated by this Agreement, including the removal of mineral samples for the purpose of, and in the amounts appropriate for, testing such mineral samples, and Athena shall have the right to bring upon and erect upon the Property such equipment as Athena may deem necessary or desirable to carry out such due diligence activities.

 

i) Time shall be of the essence in this LOI.

 

j) No disclosure or announcement, public or otherwise, in respect of this LOI or the transactions contemplated herein or therein will be made by any party without the prior agreement of the other party as to timing, content and method, provided that the obligations herein will not prevent any party from making, after consultation with the other party to the extent possible, such disclosure as its counsel advises is required by applicable law or the rules and policies of the TSXV, or any securities regulatory authority having jurisdiction over it.

 

k) This LOI and the Definitive Agreement shall be governed by and construed in accordance with the laws of British Columbia, Canada. Each party submits to the exclusive jurisdiction of the courts exercising jurisdiction in British Columbia, Canada and courts of appeal from them in respect of any proceedings arising out of or in connection with this LOI or the Definitive Agreement.

 

l) During the Option Period, none of the parties to this LOI may assign nor otherwise deal with all or any part of its interest in the Definitive Agreement or this LOI without the written consent of the other party and any purported assignment without such consent is considered void.

 

m) This LOI may be executed in several parts in the same form and such parts as so executed will together constitute one original agreement, and such parts, if more than one, will be read together as if all parties hereto had executed one copy of this LOI.

 

n) This LOI constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings and representations, oral or written, by and between any of the parties hereto with respect to the subject matter hereof.

 

o) Each party at its own expense must do everything reasonably necessary to give full effect to this LOI and the transactions which it contemplates.

 

p) Each party shall bear its own legal and other costs in relation to this LOI, the Transaction, the Definitive Agreement and any other agreements entered into in connection with the Transaction.

 

q) The existence and terms of this LOI are confidential and must not be disclosed to a third party without the prior written consent of the other party. This restriction does not apply where such disclosure is to a related body corporate, government agency or legal or financial adviser of a party or is required by law or the rules of any stock exchange applicable to one of the parties hereto.

 

If the foregoing is in accordance with your understanding and is acceptable to you, please indicate by signing this LOI and returning a copy to us.

 

Yours truly,

 

ATHENA SILVER CORPORATION
Per:

 

/s/ John C. Power

 

Name:       John C. Power

Title:        President

 

Accepted and agreed to this 21st day of August, 2020, by:

 

NUBIAN RESOURCES LTD.
Per:

 

/s/ Martin Walter

 

Name:     Martin Walter

Title:       Chief Executive Officer

 

 

 

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SCHEDULE A

 

EXCELSIOR SPRINGS Claims

 

PATENTED CLAIMS

 

Name MS# Royalty Payable Royaltyholder Agreement Creating Royalty

 

 

 

 

 

 

 

 

 

UNPATENTED CLAIMS

 

Name BLM# Royalty Payable Royaltyholder Agreement Creating Royalty

 

 

 

 

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Exhibit 99.1

 

ATHENA SILVER ENTERS INTO AGREEMENT TO ACQUIRE
ADVANCED STAGE GOLD EXPLORATION PROJECT IN NEVADA


VACAVILLE, CA - AUGUST 31, 2020 – Athena Silver Corporation (OTCQB:AHNR) (“Athena”) is pleased to announce that it has entered into a binding letter of intent (“LOI”) with Nubian Resources Ltd. (“Nubian”) (TSX VENTURE: NBR) for Athena to acquire Nubian’s Excelsior Springs exploration project located in Esmeralda County, Nevada, USA ( “Excelsior Springs” or the “Property”). Nubian will retain a 1% NSR on the Property and Athena will have the right to purchase 0.5% for $500,000 and the remaining 0.5% at fair market value. The completion of the transaction is conditional upon Nubian obtaining the prior approval of the transaction from the TSX Venture Exchange (the “TSXV”) and any other approvals required under applicable laws.

 

Under the terms of the LOI, Athena has paid a $10,000 deposit to Nubian for an exclusive 90-day due diligence period during which time Nubian and Athena have agreed to finalize definitive agreements with respect to the transaction, and Athena will make an application for listing on a Canadian stock exchange and will raise a minimum of US$750,000. On closing, Athena will have a maximum of 75 million common shares outstanding and will issue Nubian 50 million common shares valued at $0.05 per share, representing an approximate 40% interest in Athena. Nubian has agreed to a hold period of six months from the date of issuance of the Athena consideration shares. Nubian intends to distribute all or a portion of the Athena consideration shares received by it to its shareholders following the closing of the transaction as a return of capital. Any such distribution of Athena shares would be subject to Nubian obtaining the prior approval from Nubian shareholders and any required approvals of the TSXV.

 

Athena plans make Excelsior Springs its flagship project and will commission an updated N.I. 43-101 Technical Report to support its planned listing on a Canadian Stock Exchange that will also detail past work and drill programs and highlight future exploration plans to advance the Property.

 

John Power, President and CEO of Athena, stated, “The potential acquisition of Excelsior Springs gives us the opportunity to build value with this advanced stage gold exploration property in Nevada, one of the world’s best mining jurisdictions, and provides excellent diversification from our prior focus on the Calico Mining (Silver) District in California.”

 

“The prior work and drill campaigns undertaken at Excelsior Springs provides a great foundation to quickly advance the project which we believe has the potential to host one or more open-pittable gold deposits along with higher grade veins that could be mined underground,” added Power.

 

About Excelsior Springs Gold Project, Esmeralda County, Nevada

 

The Excelsior Springs mining claims cover an area of 3.5 square kilometres including the historic Buster mine, which has past production of about 15,000 tonnes (t) at 37 grams per tonne (g/t) gold (Au) to a maximum depth of 70 metres (m). The Property is located in the Walker-Lane tectonic zone of southern Nevada, which hosts a number of large historic gold mines. Total gold production from the zone exceeded 20 million ounces (Moz), with notable deposits including Goldfield (5Moz), Bullfrog (2Moz), Tonopah (2Moz), Mineral Ridge (1.5Moz) and Comstock (8Moz Au, 200Moz Ag). Nubian owns 100% of the 140 unpatented claims at Excelsior Springs with two additional leased patented claims that are subject to a 2% NSR on gold production. 

 

From the mid 1980s through 2009, a number of exploration companies conducted drilling programs, primarily on the patented claims, that began to define the near-surface Buster Mine gold zone. Gold mineralization at the Property occurs within an east-west trending zone that is 200-400m wide and at least 3km long.

 

The most recent exploration work in 2011 included 3,657m of RC drilling with significant intercepts from that drilling program highlighted below:

 

· GE08: 7.6m at 5.1g/t Au from 93.0m
· GE14: 7.6m at 2.9g/t Au from 19.8m
· GE02: 3.0m at 4.7g/t Au from 0m
· GE19: 6.1m at 1.9g/t Au from 117.3m and
· GE15: 13.7m at 0.8g/t Au from 61.0m

 

 

 

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Gold mineralization discovered at Excelsior to date occurs in quartz vein stock-works and silicified zones in hornfels and calc-silicate altered country rock and generally close to porphyry dykes.  The best mineralization (grade and thickness) is found in altered sediments immediately above porphyry dykes that have intruded along existing east and east-northeast trending faults. The mineralized stock-work vein zones are shallow and have a relatively flat plunge, making them amenable to open pit mining methods, if economic zones are outlined. 

 

Exploration to date has focused on a 2.5 km long section in the central part of the zone where mineralization is at or near the surface.  Surface mapping and an Induced Polarization (IP) geophysical survey identified multiple zones of silicification that correlate well with the known mineralization.  Many of the silicified zones defined by the IP (resistivity highs) have not been tested by drilling and remain targets for future exploration, approximately 4km of the zone is concealed beneath thin transported cover.

 

A National Instrument 43-101 technical report was filed on SEDAR by Nubian on Excelsior Springs in 2010.

 

About Athena Silver Corporation

 

Athena is focused on the exploration and development of precious metals in the Western United States. Its core holding is 36 unpatented claims totaling over 720 acres located in the Historic Calico Mining District in San Bernardino County, California. Athena’s unpatented claims are located adjacent to the historic silver deposits known as Langtry and Pan American Silver’s Waterloo. Athena also owns more than 800 acres of investment property in San Bernardino County, California and has an option to acquire a 1% royalty on the Langtry Silver Deposit.

 

For more information: John Power, President, 707-291-6198

 

 

Cautionary Statement

The United States Securities and Exchange Commission permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can legally extract or produce. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves. Currently we have not delineated “reserves” on any of our properties. We cannot be certain that any deposits at our properties will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves.” Investors are cautioned not to assume that all or any part of any “resource” estimates will ever be confirmed or converted into reserves or that they can be economically or legally extracted.

 

Forward Looking Statements

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.

 

 

 

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