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):    October 22, 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 8.01 OTHER EVENTS

 

Effective October 22, 2020 Athena Silver Corporation, a Delaware corporation (“Athena”) and its wholly-owned subsidiary Athena Minerals Inc. entered into a binding letter of intent (“LOI”) with Stronghold Silver Corp.(“Stronghold”) providing for a 45-day period of exclusivity whereby Stronghold will conduct its due diligence and prepare a definitive option to purchase agreement (“Option”) granting to Stronghold the option to purchase a 100% undivided interest in 36 unpatented BLM mining Claims (“Claims”) located in the Calico Mining District in San Bernardino County California (the “Claims”). The Claims are denominated as the Silverado, Lilly, Clipper, California Clipper and Hawaii Clipper Claims.

 

Under the terms of the LOI, Stronghold would make annual option payments to maintain the Option to purchase the Claims for a purchase price of $1.0 million. The other terms and conditions of the option to purchase are set forth in the LOI, filed herewith as Exhibit 99.1.

 

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

  Item Title
  99.1 Letter of Intent

 

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: October 28, 2020 By: /s/ John C. Power
         John C. Power, President

 

 

 

 

 

 

 

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Exhibit 99.1

 


STRONGHOLD SILVER CORP.

Suite 3002 – 277 Thurlow Street

Vancouver, BC V6C 0C1

 

CONFIDENTIAL

 

October 22, 2020

 

Athena Silver Corporation 

2010A Harbison Dr., #312
Vacaville, CA  95687
Attn:     John Power, President

 

Dear Mr. Power:

 

Re: Option to Purchase Agreement between Stronghold Silver Corp. (“Optionee”) and Athena Silver Corporation and its wholly-owned subsidiary, Athena Minerals Inc. (“Optionor”)

 

This letter of intent (“LOI”) sets forth the terms and conditions on which the Optionee proposes to acquire up to a 100% undivided interest in the property set forth in Schedule A to this LOI (the “Property”). It is intended by the parties hereto that a mutually acceptable formal agreement (the “Option to Purchase Agreement”), containing covenants, conditions and customary representations and warranties, will be executed no later than 45 days from the date of this LOI (the “Due Diligence Period”), or such other date as the parties may mutually agree. This LOI is a statement of our discussions and understanding to date and, except as specifically provided herein, will not be binding upon the parties hereto and the parties acknowledge receipt of adequate consideration for such binding obligations.

 

All monetary amounts in this LOI are expressed in United States Dollars, unless otherwise indicated.

 

1.                   Terms of Proposed Transaction

 

It is currently anticipated that the consideration payable by the Optionee to the Optionor pursuant to the Option to Purchase Agreement will include the following:

 

1.     $15,000 in cash, payable at Closing (as hereinafter defined). A non-refundable deposit of $10,000 will be paid to Athena on signing this LOI;

 

2.     on the twelve (12) month anniversary from Closing, $25,000 in cash;

 

3.     on the twenty-four (24) month anniversary from Closing, $25,000 in cash;

 

4.     on the thirty-six (36) month anniversary from Closing, $25,000 in cash;

 

5.     on the forty-eight (48) month anniversary from Closing, $25,000 in cash; and

 

6.     on the sixtieth (60) month anniversary from Closing (the “Option Expiry Date”), $25,000 in cash.

 

 

 

 

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The Property may be purchased at any time prior to the Option Expiry Date for an aggregate of $1,000,000 payable in cash (the “Purchase Price”). All option payments made from the date of this LOI to the twenty-four (24) month anniversary from Closing will be applied and credited against the Purchase Price.

 

Closing of the transaction will occur on or before December 15, 2020 (the “Closing”) unless otherwise agreed in writing by the parties.

 

Up to a 1% net smelter return royalty (the “NSR”) will be granted by SSC USA to the Vendor on the unpatented claims set out in Schedule A, only on such claims that do not currently have existing royalties above 1%, to a maximum of 1% on such claims. The terms and conditions of the NSR will be set forth in the Definitive Agreement.

 

2.                   Exclusivity

 

The Optionor hereby covenants and agrees that from the date of the execution of this LOI until the end of the Due Diligence Period, it will not, directly or indirectly, solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting, or that may reasonably be expected to lead to, any activity, arrangement or transaction in opposition to or in connection with the Property.

 

3.                   Due Diligence

 

Immediately after execution of this LOI, the Optionee will move to complete its due diligence of the Property during the Due Diligence Period. To assist in this process, the Optionor will provide to the Optionee all information in its possession with respect to the Property, including but not limited to all reports prepared or in the process of being prepared in respect of the Property.

 

4.                   Confidentiality

 

Any information concerning the Optionor disclosed to the Optionee, or concerning the Property which has not been publicly disclosed, will be kept strictly confidential and will not be disclosed by the Optionee.

 

Both the Optionor and the Optionee agree that it will not make any public disclosure of the existence of this LOI or of any of its terms without first advising the other party and obtaining the written consent of such other party to the proposed disclosure, unless such disclosure is required by applicable law or regulation, in which event the party contemplating disclosure will inform the other party of and obtain its consent to the form and content of such disclosure, which consent will not be unreasonably withheld or delayed.

 

If the Option Agreement is not signed by December 31, 2020 (the “Outside Date”), or, if this LOI is otherwise terminated, all documents, if any, of a confidential nature, delivered by the Optionor to the Optionee, and copies thereof, will be immediately returned to the Optionor.

 

5.                   Access

 

Prior to the execution of the Option to Purchase Agreement, the Optionor will provide the Optionee with:

 

  (a) such information (including copies of documents) as the Optionee may reasonably request; and
     
  (b) access to the books, records, geological data, claim information, facilities and personnel of the Optionor as the Optionee may reasonably request.

 

 

 

 

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6.                   Binding Effect

 

Except for paragraphs 4 (Confidentiality), 5 (Access), 7 (Fees and Expenses), 8 (Assignment), 9 (Termination) and 11 (Governing Law), which are intended to create binding obligations, it is understood that no legal obligation or liability will be created by this LOI as against the parties and that the legal obligations and the liabilities of the parties will arise only upon the duly authorized execution and delivery of the Option to Purchase Agreement.

 

The Optionor and the Optionee acknowledge and agree that adequate consideration (the receipt and sufficiency of which is hereby acknowledged) was received by each party hereto for the binding obligations contained herein.

 

7.                   Fees and Expenses

 

Except as otherwise set out herein, the Optionor and the Optionee agree that, whether or not the Option to Purchase Agreement is executed, each party will pay their own fees and expenses, including any fee for advice or opinions incurred in connection with the negotiation, preparation, execution and delivery of this LOI, the Option to Purchase Agreement, and any other agreements, documents, opinions or valuations contemplated thereby.

 

From the date hereof until the earlier of (i) termination as set forth in paragraph 9 or (ii) Closing, the Optionee will be responsible for payment of all property taxes and claim fees related to the Property.

 

8.                   Assignment

 

This LOI may be assigned by the Optionee without the written consent of the Optionor.

 

9.                   Termination

 

This LOI will terminate, and be of no further force and effect, on

 

a) mutual agreement in writing of both of the parties hereto;

 

b) execution of the Option to Purchase Agreement; or

 

c) on written notice from either party to the other if the Option to Purchase Agreement has not been executed by the Outside Date.

 

If this LOI is terminated under the provisions of this paragraph, the obligations and covenants set out in paragraphs 2 (Confidentiality), 5 (Fees and Expenses), 7 (Termination) and 9 (Governing Law) herein will survive such termination.

 

10.               Entire Agreement

 

This LOI and the Schedules attached hereto constitute the entire agreement between the Optionor and the Optionee with respect to the Property and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties with respect to the subject matter of this LOI.

 

 

 

 

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11.               Governing Law

 

This LOI is and will be deemed to be made in British Columbia, for all purposes will be governed exclusively by and construed and enforced in accordance with the domestic laws prevailing in British Columbia, and the rights and remedies of the parties will be determined in accordance with such domestic laws. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia with respect to any matter arising hereunder.

 

12.               Notices

 

All notices, payments and other required communications to either Party will be in writing, and will be addressed as follows:

 

if to the Optionee:

Suite 3002 – 277 Thurlow Street

Vancouver, BC, V6C 0C1

 

James Hynes, President

James@koremining.com

(236) 668-4361

 

if to the Optionor:

2010A Harbison Dr., #312
Vacaville, CA  95687

John Power, President
johncaseypower@gmail.com

(707) 775-1001 

 

All notices will be given: (i) by personal delivery to the Party, (ii) by electronic communication capable of producing a printed transmission, (iii) by registered or certified mail, return receipt requested, or (iv) by overnight or other express courier service. All notices will be effective and will be deemed delivered: on the date of receipt at the principal address if received during normal business hours, and, if not delivered during normal business hours, on the next Business Day following delivery; if delivered by electronic communication, if sent prior to 4:00 p.m. (Pacific time) on a Business Day, on such Business Day, or, if not, on the next Business Day; and if delivered solely by mail on the next Business Day after actual receipt.

 

13.               Counterparts

 

This LOI may be executed in any number of counterparts with the same effect as if all parties to this LOI had signed the same document, and all counterparts will be construed together and constitute one and the same instrument and may be exercised by facsimile or transmitted via electronic means.

 

The remainder of this page intentionally left blank

 

 

 

 

 

 

 

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If the above correctly sets forth your understanding with respect to the proposed transactions, kindly so indicate by executing the enclosed copy of this letter of intent in the space provided below and returning it to the undersigned.

Yours very truly,

STRONGHOLD SILVER CORP.

 

 

By: _________________________________
Name: James Hynes
Title: President

 

The terms of this Letter of Intent are hereby accepted as of the ________ day of October, 2020.

 

 

 

Athena Silver Corporation 

 

 

By: _________________________________
Name: John Power
Title: President

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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SCHEDULE A
THE PROPERTY

 

 

Serial Number Claim Name Claimant Name
CAMC289957 SILVERADO #30 ATHENA MINERALS INC
CAMC289958 SILVERADO #31 ATHENA MINERALS INC
CAMC289960 SILVERADO #33 ATHENA MINERALS INC
CAMC289962 SILVERADO #35 ATHENA MINERALS INC
CAMC289963 SILVERADO #36 ATHENA MINERALS INC
CAMC290264 LILLY #11 ATHENA MINERALS INC
CAMC290265 LILLY #12 ATHENA MINERALS INC
CAMC290266 LILLY #13 ATHENA MINERALS INC
CAMC290267 LILLY #14 ATHENA MINERALS INC
CAMC290268 LILLY #15 ATHENA MINERALS INC
CAMC290269

LILLY #16

ATHENA MINERALS INC
CAMC290270 LILLY #17 ATHENA MINERALS INC
CAMC290271 LILLY #18 ATHENA MINERALS INC
CAMC290272 LILLY #19 ATHENA MINERALS INC
CAMC296910 CLIPPER #1 ATHENA MINERALS INC
CAMC296911 CLIPPER #2 ATHENA MINERALS INC
CAMC296912 CLIPPER #3 ATHENA MINERALS INC
CAMC296913 CLIPPER #4 ATHENA MINERALS INC
CAMC296914 CLIPPER #5 ATHENA MINERALS INC
CAMC296915 HAWAII CLIPPER ATHENA MINERALS INC
CAMC296916 CALIF CLIPPER #3 ATHENA MINERALS INC
CAMC296917 CALIF CLIPPER #2 ATHENA MINERALS INC
CAMC296918 CALIF CLIPPER #4 ATHENA MINERALS INC
CAMC300265 CLIPPER #12 ATHENA MINERALS INC
CAMC300266 CLIPPER #13 ATHENA MINERALS INC
CAMC300267 CLIPPER #14 ATHENA MINERALS INC
CAMC300268 CLIPPER #15 ATHENA MINERALS INC
CAMC300269 CLIPPER #16 ATHENA MINERALS INC
CAMC300270 CLIPPER #17 ATHENA MINERALS INC
CAMC300271 CLIPPER #18 ATHENA MINERALS INC
CAMC300272 CLIPPER #19 ATHENA MINERALS INC
CAMC300273 CLIPPER #20 ATHENA MINERALS INC
CAMC300274 CLIPPER #21 ATHENA MINERALS INC
CAMC300275 CLIPPER #22 ATHENA MINERALS INC
CAMC300276 CLIPPER #23 ATHENA MINERALS INC
CAMC300277 CLIPPER #24 ATHENA MINERALS INC

 

 

 

 

 

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