Exhibit 10.1

OPTION AGREEMENT

among

NUBIAN RESOURCES LTD.

and

NUBIAN RESOURCES (USA) LTD.

and

ATHENA SILVER CORPORATION

Dated December 11, 2020

in respect of

Excelsior Springs Exploration Project – Esmeralda County, Nevada

TABLE OF CONTENTS

SCHEDULE "A" DESCRIPTION OF PROPERTY

SCHEDULE "B" MAP OF PROPERTY

SCHEDULE "C" NET SMELTER RETURNS ROYALTY

SCHEDULE "D" INVESTOR CERTIFICATE

OPTION AGREEMENT

THIS OPTION AGREEMENT made as of December 11, 2020,

AMONG:

NUBIAN RESOURCES LTD., a company existing under the laws of the Province of British Columbia, having an office at Suite 202, Yale Court Plaza, 2526 Yale Court, Abbotsford, British Columbia, Canada, V2S 8G9

("Nubian")

AND:

NUBIAN RESOURCES (USA) LTD., a company existing under the laws of the State of Delaware

("Nubian Subco")

AND:

ATHENA SILVER CORPORATION, a corporation existing under the laws of the State of Delaware, having an office at 2010A Harbison Drive, Unit 312, Vacaville, California, USA, 95687

("Athena")

WHEREAS:

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of these presents and other good and valuable consideration, the receipt and sufficiency of which is also hereby acknowledged by each of the Parties, the Parties agree as follows:

Article 1
INTERPRETATION

For the purposes of this Agreement and unless otherwise expressly provided, the following words and phrases shall have the following meanings:

"Affiliate" means any person, partnership, joint venture, corporation or other form of enterprise, which directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement. For the purposes of the preceding sentence, "control" means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise;

"Agreement" means this property option agreement, as amended from time to time, and all Schedules which are incorporated by reference;

"Anti-Dilution Shares" has the meaning ascribed thereto in Section 5.05(a)(iii);

"Applicable Law" or "Applicable Laws" means all applicable federal, provincial, territorial, state, regional and local laws (statutory or common), rules, ordinances (including zoning and mineral removal ordinances), regulations, grants, concessions, franchises, licences, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature (including environmental laws and any applicable securities laws or regulations) and any applicable rules of any stock exchange imposing disclosure requirements;

"Assets" means the Property, the Mineral Rights, the Minerals subject to the Mineral Rights and the Existing Data and including, all associated licences, claims, leases, permits, lease agreements, royalties, surface rights, real property rights, mill sites, tunnel sites, water rights, options or other contractual rights to acquire real property or interests in the foregoing;

"Athena" means Athena Silver Corporation, a corporation existing under the laws of the State of Delaware;

"Business Day" means any day, other than a Saturday or Sunday, on which banks in Vancouver, British Columbia or Reno, Nevada are open for commercial banking business during normal banking hours;

"Commencement of Commercial Production" means the first day of the month following the first 30 consecutive days during which Minerals have been produced from a mine at an average rate of not less than 65% of the initial rated capacity if a plant is located on the Property or if no plant is located thereon, the last day of the first period of 30 consecutive days during which ore has been shipped from the Property on a reasonably regular basis for the purpose of earning revenues, whether to a plant or facility constructed for that purpose or to a plant or facility already in existence, but does not include the production of Minerals from bulk sampling or milling for the purpose of testing or milling by a pilot plant;

"Confidential Information" has the meaning ascribed thereto in Section 8.01;

"Consolidation" has the meaning ascribed thereto Section 5.04;

"Encumbrance" means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, exception, reservation, easement, encroachment, right of occupation, right-of-way, right-of-entry, matter capable of registration against title, royalty, restrictive covenant or other encumbrance or other adverse Third Party interest of any nature; (including any execution, seizure, attachment or garnishment which binds property), regardless of form, whether or not registered or registrable and whether or not consensual or arising by any Applicable Laws, and includes agreement to give or create any of the foregoing;

"Exchange" has the meaning ascribed thereto in Section 4.02(a);

"Exchange Listing" has the meaning ascribed thereto in Section 4.02(a);

"Existing Data" means all data, maps, information, reports, assays, drill core and samples from or relating to the Property, in whatever form and including all geological, geophysical and geochemical data and drill results, in the possession or under the control of the Nubian Parties;

"Existing Royalty" means a 2% net smelter returns royalty on the leased patented claims that comprise a portion of the Mineral Rights granted to Christian W. Bramwell pursuant to a mining lease and option to purchase dated June 2, 2005 and made between Bramwell and Maximus Ventures Ltd. ("Maximus"), as assigned by Maximus to Walker Lane Gold LLC ("Walker") pursuant to an assignment and assumption agreement dated March 18, 2006 and further assigned by Walker to Timberwolf Minerals Ltd. ("Timberwolf") pursuant to an assignment and assumption agreement dated February 12, 2008, and further assigned by Timberwolf to ISC Copper Systems Ltd. pursuant to an assignment and assumption agreement dated August 29 2010;

"Exploration Activities" means all activities directed toward ascertaining and evaluating the existence, location, quantity, quality or commercial value of mineral deposits on the Property, including additional drilling required after discovery of mineral deposits;

"First Option" has the meaning ascribed thereto in Section 3.01;

"First Option Exercise Conditions" has the meaning ascribed thereto in Section 3.02;

"First Option Exercise Date" has the meaning ascribed thereto in Section 3.03;

"First Option Period" means the period commencing as of the date of the LOI and ending on the first to occur of (i) the termination of the First Option under Section 3.05; and (ii) the First Option Exercise Date;

"First Option Termination Date" has the meaning ascribed thereto in Section 3.06;

"Governmental Authority" means any foreign, domestic, national, federal, provincial, territorial, state, regional, municipal or local government or authority, quasi-governmental authority, fiscal or judicial body, government or self-regulatory organization, commission, board, tribunal, organization, registry or any regulatory, administrative or other agency, or any political or other subdivision, department, or branch of any of the foregoing;

"Interest" means an undivided legal and beneficial interest in and to the Assets expressed as a percentage;

"LOI" has the meaning ascribed thereto in Recital B hereto;

"Material Adverse Change" means any change or effect (or any condition, event or development involving a prospective change or effect) which taken as a whole, may reasonably be expected to materially reduce the value of the Property (other than a change or effect (i) affecting the mining industry generally in the jurisdiction where the Property is located, including changes in metal prices, laws or taxes; (ii) general or economic, financial, currency exchange or commodities market conditions; or (iii) any matter which was publicly disclosed or which was communicated in writing to the other Party prior to the date of this Agreement);

"Mineral Rights" means the mineral rights, interests and claims described and depicted in Schedules "A" and "B", respectively;

"Minerals" means all ores, intermediate products and concentrates or metals derived from them, containing precious, base and industrial minerals and which are found in, on or under, mined or otherwise produced and removed from the Property and may lawfully be explored for, mined and sold pursuant to the rights granted by the Mineral Rights and other instruments of title under which any of the Mineral Rights are held;

"Nubian" means Nubian Resources Ltd., a company existing under the laws of the Province of British Columbia;

"Nubian Parties" means, collectively, Nubian and Nubian Subco, and "Nubian Party" means either of them;

"Nubian Royalty" means the 1% net smelter returns royalty retained by Nubian Subco upon the exercise of the Second Option relating to the Mineral Rights comprising the Property calculated and paid in accordance with Schedule "C";

"Nubian Subco" means Nubian Resources (USA) Ltd., a corporation existing under the laws of the State of Delaware;

"Option Period" means the period commencing as of the date of the LOI and ending on the first to occur of the First Option Termination Date, the Second Option Termination Date or the Second Option Exercise Date, as applicable;

"Option Shares" means, collectively, the shares of common stock issued by Athena in connection with exercise of the First Option and the Second Option pursuant to Sections 3.02(b) and 4.02(c), respectively;

"Parties" means, collectively, Nubian, Nubian Subco and Athena, and "Party" means any one of them; and where there is a reference to only two Parties, the Nubian Parties shall be treated as one Party and Athena as the other Party;

"Permitted Encumbrance" means: (i) any security given to a public utility or any Governmental Authority when required in the ordinary course of business in connection with the Exploration Activities ; (ii) any reservations or exceptions contained in the claims or other original grant of rights underlying or related to the Mineral Rights as of the date hereof; (iii) any encumbrance, right or royalty or Tax vested in favour of any Governmental Authority arising under Applicable Laws or under the terms of any contract, mineral concession or license as of the date hereof; (iv) any rights of way for, or reservations or rights of others relating to, sewers, water lines, gas lines, pipelines, electric lines, telegraph and telephone lines and other similar products or services; (v) the Existing Royalty; and (vi) the Nubian Royalty;

"person" means an individual, corporation, trust, partnership, limited liability company, contractual mining company, joint venture, unincorporated organization, firm, estate, Governmental Authority or any agency or political subdivision thereof, or other entity;

"Property" means the Mineral Rights and all other mineral property interests derived from any such mineral claims. Any reference herein to any mineral claims or other mineral property interests comprised in the Property includes any other interests into which such mineral claims or other mineral property interests may have been converted;

"Public Disclosure" includes any news release, public notice or other publicity concerning this Agreement, the Transaction or any other matter contemplated herein, or the activities of either Party with respect thereto;

"Regulation S" means Regulation S promulgated under the United States Securities Act of 1933;

"Second Option" has the meaning ascribed thereto in Section 4.01;

"Second Option Exercise Conditions" has the meaning ascribed thereto in Section 4.02;

"Second Option Exercise Date" has the meaning ascribed thereto in Section 4.03;

"Second Option Interest" has the meaning ascribed thereto in Section 4.03;

"Second Option Period" means the period commencing as of the First Option Exercise Date and ending on the first to occur of (i) the Second Option Termination Date; and (ii) the Second Option Exercise Date;

"Second Option Termination Date" has the meaning ascribed thereto in Section 4.06;

"Securities Laws" means all applicable Canadian and United States federal securities laws and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the securities regulatory authorities in such provinces and all rules and policies of the TSXV or such other stock exchange on which the securities of a Party are listed at the time;

"Tax" means all federal, state, provincial, territorial, regional, county, municipal, local or foreign taxes, duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Governmental Authority, including: (i) any gross income, net income, gross receipts, business, royalty, capital, capital gains, goods and services, value added, severance, stamp, franchise, occupation, premium, capital stock, sales and use, real property, land transfer, personal property, ad valorem, transfer, licence, profits, windfall profits, environmental, payroll, employment, employer health, pension plan, anti-dumping, countervail, customs or excise tax; (ii) all withholdings on amounts paid to or by the relevant person in respect of taxes; (iii) all employment insurance premiums, government pension plan contributions or premiums; (iv) any fine, penalty, interest, or addition to tax; (v) any tax imposed, assessed, or collected or payable pursuant to any tax-sharing agreement or any other contract relating to the sharing or payment of any such tax, levy, assessment, tariff, duty, deficiency, or fee; and (vi) any liability for any of the foregoing as a transferee, successor, guarantor, or by contract or by operation of Applicable Laws;

"Transaction" has the meaning ascribed thereto in Recital B hereto;

"Transfer" means to sell, transfer, grant, assign, donate, create an Encumbrance, grant a right to purchase or in any other manner convey, transfer, alienate or dispose of, or commit to do any of the foregoing;

"Third Party" means a person that is not a Party or an Affiliate of a Party;

"TSXV" means the TSX Venture Exchange;

"United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and

"U.S. person" means a "U.S. person" as that term is defined in Regulation S.

For the purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

If any provision of this Agreement is or becomes illegal, invalid or unenforceable, in whole or in part, the remaining provisions shall nevertheless be and remain valid and subsisting and the said remaining provisions shall be construed as if this Agreement had been executed without the illegal, invalid or unenforceable portion.

The following schedules are incorporated into this Agreement by reference:

Schedule "A" Description of Property
Schedule "B" Map of Property
Schedule "C" Net Smelter Returns Royalty
Schedule "D" Investor Certificate

Article 2
REPRESENTATIONS and WARRANTIES

Each of the Nubian Parties jointly and severally represents and warrants to Athena that:

The representations and warranties of the Nubian Parties contained in Sections 2.01 and 2.05 are provided for the exclusive benefit of Athena, and a breach of any one or more representations or warranties may be waived by Athena in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

Athena represents and warrants to the Nubian Parties that:

The representations and warranties of Athena contained in Sections 2.03 and 2.05 are provided for the exclusive benefit of the Nubian Parties, and a breach of any one or more representations or warranties may be waived by the Nubian Parties in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty.

Each Party represents and warrants to the other Party that:

The representations and warranties contained in, and made as of the date of, this Agreement are conditions on which the Parties have relied in entering into this Agreement, and enforcement of such representations and warranties shall survive the execution hereof for the term of this Agreement to the full extent necessary for the protection of the Party in whose favour they run.

Article 3
FIRST OPTION

Upon and subject to the terms and conditions hereof, the Nubian Parties hereby grant to Athena the sole, exclusive and irrevocable right and option to acquire a 10% Interest (the "First Option"), free and clear of all Encumbrances other than Permitted Encumbrances.

Athena may exercise the First Option and acquire a 10% Interest, by:

(collectively, the "First Option Exercise Conditions").

Upon the date that the First Option Exercise Conditions are satisfied (such date being the "First Option Exercise Date") Athena shall be deemed, without any further action required on behalf of Athena, to have earned a 10% Interest (the "First Option Interest").

Any First Option Exercise Conditions may be satisfied by Athena within a shorter time period than those time periods set out in Section 3.02, at the sole discretion of Athena.

The satisfaction of the First Option Exercise Conditions is within the sole and unfettered discretion of Athena and is not a contractual obligation. The First Option shall, subject to Article 9, be of no further force or effect, and shall automatically terminate if:

If the First Option is terminated (such date of termination being the "First Option Termination Date") pursuant to Section 3.05, then Athena shall acquire no Interest.

Article 4
SECOND OPTION

On the First Option Exercise Date and upon and subject to the terms and conditions hereof, the Nubian Parties shall be deemed to have granted to Athena the sole, exclusive and irrevocable right and option to acquire an additional 90% Interest, for an aggregate 100% Interest (the "Second Option"), free and clear of all Encumbrances other than Permitted Encumbrances.

Athena may exercise the Second Option and acquire an additional 90% Interest by:

prior to December 31, 2021 or such later date as may be agreed to by the Parties (collectively, the "Second Option Exercise Conditions").

Upon the date that the Second Option Exercise Conditions are satisfied (such date being the "Second Option Exercise Date") Athena shall be deemed, without any further action required on behalf of Athena, to have earned an additional 90% Interest, for an aggregate 100% Interest (the "Second Option Interest"). Upon the occurrence of the Second Option Exercise Date, the Nubian Parties shall take all actions and do all things necessary, as soon as practicable, to transfer the First Option Interest and the Second Option Interest to Athena such that Athena is the legal and beneficial holder of a 100% Interest. The cost of such transfer shall be the responsibility of the Nubian Parties and upon the completion of the transfer of the First Option Interest to Athena, Nubian Subco shall provide notice to Athena of the completion of such transfer.

Any Second Option Exercise Conditions may be satisfied by Athena within a shorter time period than those time periods set out in Section 4.02, at the sole discretion of Athena.

The satisfaction of the Second Option Exercise Conditions is within the sole and unfettered discretion of Athena and is not a contractual obligation. The Second Option shall, subject to Article 9, be of no further force or effect, and shall automatically terminate if:

If the Second Option is terminated (such date of termination being the "Second Option Termination Date") pursuant to Section 4.05, then Athena shall acquire no Interest, and the First Option Interest shall automatically revert to the Nubian Parties without the need for any further action by Athena.

Article 5
SECURITIES LAW AND RESALE Matters; CONSOLIDATION; ANTI-DiLUTION SHARES

The Nubian Parties acknowledge and agree that the Option Shares and, if applicable, the Anti-Dilution Shares are being issued pursuant to an exemption from the prospectus and registration requirements of the Securities Laws. As a result, the holders of the Option Shares and the Anti-Dilution Shares shall not be entitled to certain protections, rights and remedies available under the Securities Laws, including statutory rights of rescission or damages, and the holders shall not receive information that would otherwise be required to be provided to the holders pursuant to the Securities Laws. As applicable, and to evidence their eligibility to acquire their respective Option Shares and the Anti-Dilution Shares pursuant to an exemption from applicable United States Securities Laws, Nubian or its nominees, as the case may be, shall execute and deliver to Athena an Investor Certificate, in the form attached as Schedule "D" hereto, prior to the issuance by Athena of the Option Shares and the Anti-Dilution Shares.

In addition to any resale restrictions and escrow and hold periods imposed by Securities Laws, the resale of all Option Shares and Anti-Dilution Shares shall be restricted for a period commencing on the date of the Exchange Listing and ending on the earlier of (i) six (6) months from the date of the Exchange Listing; and (ii) December 31, 2021 (in this Section 5.02, the "Contractual Hold Period"). During the Contractual Hold Period and without the prior consent of Athena, no holder of the Option Shares and the Anti-Dilution Shares may sell, deal in, assign, transfer, dispose of or encumber any of the Option Shares or the Anti-Dilution Shares, in any manner whatsoever, or agree to do any of the foregoing, or enter into any transaction which would have the effect of vesting beneficial ownership of the applicable Consideration Shares in another party.

The Nubian Parties acknowledge and agree that the certificates evidencing the Option Shares and the Anti-Dilution Shares shall be legended to reflect the application of the aforesaid resale restrictions.

The Nubian Parties acknowledge and agree that in connection with the Exchange Listing, Athena is intending to effect the consolidation of its then issued and outstanding common stock (the "Consolidation"). If there is any subdivision, consolidation or other alteration of the share capital of Athena before the date of any share issuance to the Nubian Parties, there shall be a corresponding adjustment in the number of shares issuable to reflect such change in share capital.

Article 6
RIGHTS AND OBLIGATIONS

Throughout the Option Period and subject to the rights of entry and access reserved for the Nubian Parties hereunder, Athena and its employees, agents and independent contractors shall have the exclusive right in respect of the Property to:

During the Option Period, Athena shall:

If this Agreement is terminated pursuant to the provisions of Section 3.05 or 4.05, then Athena shall:

Article 7
TRANSFERS OF INTEREST

The Parties may assign all (but not a portion thereof) of their rights under this Agreement or their Interest to a wholly owned Affiliate, and in such a case, the assignee shall covenant to be bound by this Agreement and notwithstanding such Transfer, the assignor shall remain liable for all its obligations hereunder prior to the date of the Transfer and be bound by this Agreement. If such assignee intends to cease to be a wholly owned Affiliate of Nubian or Athena, as applicable, it shall, before ceasing to be a wholly owned Affiliate, assign its rights under this Agreement and its Interest to another wholly owned Affiliate of either Nubian or Athena, as applicable (which such wholly owned Affiliate shall also covenant to be bound by this Agreement) before ceasing to be a wholly owned Affiliate.

The Parties shall hold their respective Interests only directly or indirectly through wholly owned Affiliates.

Subject to Sections 3.03 and 4.03, during the Option Period, except as provided in this Article 7, the following shall apply:

Article 8
CONFIDENTIALITY; PUBLIC DISCLOSURE

This Agreement and all information (whether embodied in tangible or electronic form) exchanged between the Parties under this Agreement ("Confidential Information") is confidential, shall be kept confidential and shall not be disclosed to any person at any time or in any manner except:

The provisions of this Article 8 do not apply to information that is or becomes part of the public domain other than through a breach of the terms thereof.

The Parties shall consult with each other prior to making any Public Disclosure, with the disclosing Party advising the other Party of the form and content of the proposed Public Disclosure. The other Party shall have two (2) Business Days to provide the disclosing Party with comments on the proposed Public Disclosure, and if comments are received from the other Party within such time the disclosing Party shall incorporate the other Party's reasonable changes to the Public Disclosure before the Public Disclosure is made. If such comments are not received by the disclosing Party within two (2) Business Days, the disclosing Party is then free to proceed with such Public Disclosure as originally proposed. If a Public Disclosure is required by Applicable Law or by the rules and regulations of any regulatory authority or stock exchange having jurisdiction, and in the reasonably held opinion of the disclosing Party is required by such Applicable Law or rules and regulations to be released earlier than would permit the other Party two (2) Business Days to provide comments, then the other Party shall provide its comments at the earliest possible time following receipt of the proposed Public Disclosure, provided that nothing herein shall prevent a Party from making a Public Disclosure without having received the comments of the other Party if such immediate disclosure, in the reasonably held opinion of the disclosing Party, is required by such Applicable Law or rules and regulations. Upon disclosure in a Public Disclosure being approved by a Party pursuant to this Section 8.03 (in this Section 8.03, "Approved Disclosure") and publicly disseminated, the provisions of this Section 8.03 shall no longer be applicable for subsequent use of such Approved Disclosure in any future disclosure or use by the applicable Party.

Article 9
FORCE MAJEURE

No Party shall be liable to another Party and no Party shall be deemed in default under this Agreement for any failure or delay to perform any of its covenants and agreements when such performance is directly prevented as a consequence of an event of Force Majeure. For the purposes of this Agreement, "Force Majeure" means any event or circumstance, or a combination of events and/or circumstances:

and, provided the event or circumstance meets the foregoing criteria, includes (i) acts of war; civil disobedience; injunctions imposed by any Governmental Authority (except if caused by a breach of law or a court resolution); (ii) explosions, fires or floods not caused by or attributable to a Party; floods, earthquakes, hurricanes or other natural calamities or acts of God; (iii) shortages in workforce, equipment or supplies, travel and access restrictions imposed by a Governmental Authority or other Third Parties, or other delays caused by endemics, epidemics or pandemics; (iv) strikes, lockouts or other industrial labour actions which has national, regional, provincial or state-wide application; (v) any action or failure to act within a reasonable time without justifiable cause by any Governmental Authority, its employees or agents including the denial of or delay in granting any land tenure, concession, authorization, licence, permit, lease, consent, approval or right, upon due, timely and good faith application and diligent effort by the Party to obtain same; (vi) denial of access to the Property by any surface-landowner or occupant in the area where the Property is located; and (vii) injunctions not caused by any breach of this Agreement by any Party.

If a Party notifies the other Party of a Force Majeure, the performance of its obligations shall be suspended for up to an aggregate period of 12 months and the time for performance of such obligations shall be extended for a period equivalent to the total period from the time the notice of Force Majeure is delivered until the Force Majeure is remedied or completed, or such 12 month period has elapsed.

So far as possible, the Party affected shall make all reasonable commercial efforts to remedy the delay caused by the events referred to above as soon as feasible, provided that nothing contained in this Section 9.03 shall require any Party to settle any industrial dispute or to test the constitutionality of any law, and failure to use such reasonable commercial efforts shall preclude a Party from continuing to claim Force Majeure.

The Party suffering Force Majeure shall notify the other Party in writing of the expected period during which the Force Majeure shall persist and forthwith after the end of the period of delay when such Force Majeure Event has been eliminated or rectified.

Article 10
DISPUTE RESOLUTION

Any matter in dispute hereunder shall be taken to successively higher levels of the Parties' management within 30 days of any Party receiving written notice from another Party of a dispute. Once the dispute has reached the most senior officer acknowledging responsibility of each of Nubian and Athena, any Party may send a written notice to the other Party indicating that there is a dispute that shall be resolved according to this Section 10.01. If there is no resolution of the dispute at such level within 30 days of such notice, then either Party may refer the matter to arbitration under Section 10.02. The arbitration shall not be deemed to have commenced until one of the Parties is duly served with a request for arbitration as provided under Section 10.02.

Article 11
TERMINATION; DEFAULT

Athena shall have the right to terminate this Agreement at any time up to the date of exercise of the Second Option by giving notice in writing of such termination to Nubian, and upon delivery of such notice, this Agreement shall terminate and be of no further force or effect save or except for any obligations of Athena incurred prior to the effective date of termination, with Interest having been earned by Athena.

If at any time prior to the date of exercise of the Second Option, Athena is in default of any requirement of this Agreement or is in breach of any provision contained in this Agreement, then Nubian may terminate this Agreement by giving written notice of termination to Athena, but only if:

Section 2.06 (Survival of Representations and Warranties), Section 3.06 (Termination Consequences – First Option), Section 4.06 (Termination Consequences – Second Option), Article 8 (Confidentiality; Public Disclosure), Article 10 (Dispute Resolution), Article 11 (Termination; Default), Article 12 (Indemnity), Section 14.06 (Governing Law) and Section 14.07 (Specific Remedies) and all limitations of liability and rights accrued prior to completion, termination, or expiration of this Agreement shall not merge on completion, termination, or expiration of this Agreement, but shall continue in full force and effect after any termination or expiration of this Agreement as shall any other provision of this Agreement which expressly or by implication from its nature is intended to survive the termination or expiration of this Agreement.

Article 12
INDEMNITY

Each Party shall indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made or to be fulfilled by it hereunder. Any obligation to indemnify shall be limited to direct damages only.

Article 13
NOTICE

Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be personally delivered or sent by electronic communications addressed as follows:

Nubian Resources Ltd.
Suite 202, Yale Court Plaza, 2526 Yale Court
Abbotsford, British Columbia
Canada, V2S 8G9

Attention: Martin Walter, President and CEO
Email: martin@nubianr.com

With a copy to Nubian's solicitors (which shall not constitute notice), at:

Irwin Lowy LLP
217 Queen Street West, Suite 401
Toronto, Ontario
Canada, M5V 0R2

Attention: Eric Lowy
Email: ELowy@irwinlowy.com

Athena Silver Corporation
2010A Harbison Drive, Unit 312
Vacaville, California
USA, 95687

Attention: John Power, Chief Executive Officer
Email: johncaseypower@gmail.com

With a copy to Athena's solicitors (which shall not constitute notice), at:

Lotz & Company
1170 – 1040 West Georgia Street
Vancouver, British Columbia
Canada, V6E 4H1

Attention: Jonathan C. Lotz
Email: jlotz@lotzandco.com

or to such addresses as each Party may from time to time specify by notice. Any notice shall be deemed to have been given and received if personally delivered, then on the day of personal service to the recipient Party, and if sent by email then on the day on which it was transmitted (or, if such day is not a Business Day or such notice or communication was delivered or transmitted after 5:00 pm (recipient's time), on the next following Business Day).

Article 14
GENERAL

This Agreement constitutes the entire agreement among the Parties and supersedes and replaces any other agreement, arrangement or understanding, whether oral or written, express or implied, statutory or otherwise heretofore existing among the Parties in respect of the subject matter of this Agreement, including the LOI. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, among the Parties other than as expressly set forth in this Agreement.

Promptly following the date hereof, the Nubian Parties and Athena shall execute and deliver such documentation as is necessary to duly register and record in the Office of the Esmeralda County Recorder, notice that the Interest of the Nubian Parties is subject to and bound by the terms of this Agreement.

Nothing in this Agreement is to constitute or be deemed to constitute a partnership for any purpose between the Parties.

A waiver of any right, power or remedy under this Agreement shall be in writing signed by the Party granting it. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

Each of the Parties agrees that its failure to comply with the covenants and restrictions set out in Article 8 would constitute an injury and cause damage to the other Party impossible to measure monetarily. Therefore, in the event of any such failure, the other Party shall, in addition and without prejudice to any other rights and remedies that it may have at law or in equity, be entitled to injunctive relief restraining, enjoining or specifically enforcing the provisions of the foregoing sections.

The Parties shall promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance which may be reasonably necessary or advisable to carry out fully the intent of this Agreement or to record wherever appropriate the respective interests from time to time of the Parties in the Property.

This Agreement shall enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, other legal representatives, successors and permitted assigns.

Each Party shall bear its own costs in respect of the negotiation, drafting and settlement of this Agreement.

Time is of the essence of this Agreement.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and same instrument. Delivery of an executed signature page to this Agreement by any Party by electronic transmission shall be as effective as delivery of a manually executed copy of this Agreement by such Party.

[Remainder of page intentionally left blank; signature page to follow]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.

SCHEDULE "A"

DESCRIPTION OF PROPERTY

See attached.

SCHEDULE "B"

MAP OF PROPERTY

See attached.

SCHEDULE "C"

NET SMELTER RETURNS ROYALTY

Pursuant to the attached Agreement, Nubian Subco (in this Schedule "C", the "Royalty Holder") is entitled to a royalty equal to 1% of net smelter returns (the "NSR Royalty") from the Property payable by Athena (in this Schedule "C" only, the "Royalty Payor"). All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Agreement.

Where payment is made by an independent third party refinery on a provisional basis, the Gross Value shall be based upon the amount of such provisional settlement, but shall be adjusted in subsequent statements to account for the amount of the Products established by final settlement by such refinery.

In the event that smelting, refining or processing of Products are carried out in custom toll facilities owned or controlled in whole or in part by the Royalty Payor or any of its Affiliates or any other party with which the Royalty Payor does not deal at arm's length (as defined in the Income Tax Act (Canada)), then charges, costs and penalties for such smelting, refining or processing shall mean the costs the Royalty Payor would have incurred if such smelting, refining or processing were carried out at facilities owned or controlled by parties with which it does not deal at arm's length, then offering comparable services for comparable products on prevailing terms, but in no event greater than actual costs incurred by the Royalty Payor with respect to such smelting, refining or processing.

SCHEDULE "D"

INVESTOR CERTIFICATE

TO: ATHENA SILVER CORPORATION (the "Company")

All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Option Agreement (the "Agreement") to which this Schedule "D" is attached.

In connection with the acquisition of the shares in the common stock of the Company (the "Securities") by _____________________ (the "Acquiror") as contemplated by the Agreement, the Acquiror represents, warrants, covenants and certifies to the Company on behalf of itself and any beneficial purchaser, if any, for whom it is acting hereunder (and acknowledges that the Company and its legal counsel are relying thereon) that:

THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN THE ACT AND REGULATION D UNDER THE ACT AND HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT AND ANY STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THE SECURITY AND THAT REGISTRATION IS NOT REQUIRED.

The offer to and acquisition of the Securities by the Acquiror occurred in __________________ (State or Province).