Exhibit 10.1

OPTION TO PURCHASE AGREEMENT
ATHENA SILVER CORPORATION

THIS OPTION TO PURCHASE AGREEMENT (this “Agreement”) is made as of the 21^st day of December, 2020

AMONG:

STRONGHOLD SILVER USA CORP., having an address at 312 E. Barioni Blvd. Imperial CA 92251

(the “Optionee”)

AND:

ATHENA SILVER CORPORATION., having an address at 2010A Harbison Dr., #312, Vacaville, CA 956871

(“Athena Silver”)

AND:

ATHENA MINERALS INC., having an address at 2010A Harbison Dr., #312, Vacaville, CA 956871

(“Athena Minerals” and together, with Athena Silver, the “Optionor”)

WHEREAS:

A.                 Athena Minerals is a wholly-owned subsidiary of Athena Silver;

B.                 Athena Minerals is the sole registered and beneficial owner of 100% of the right, title, and interest in and to certain mineral claims listed in Schedule “A” to this Agreement (the “Property”);

C.                 The Optionee and Athena Silver entered into a letter of intent dated October 22, 2020 (the “LOI”) setting forth the terms and conditions on which the Optionee proposed to acquire a 100% undivided right, title, ownership and beneficial interest in and to the Property (subject to the exclusion of one or more of the mineral claims at the Optionee’s sole discretion), free and clear of any Encumbrance save and except for the Royalty (as defined herein) and Permitted Encumbrances (as defined herein) listed in Schedule “C” of this Agreement (the “Option”); and

D.                 The parties now wish to enter into this Agreement as the definitive “Option to Purchase Agreement” as contemplated by the LOI.

THIS AGREEMENT WITNESSES that, in consideration of the mutual agreements set forth in this Agreement, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Athena Silver, Athena Minerals and the Optionee (each, a “Party” and, together, the “Parties”) hereby agree as follows:

Article 1
DEFINITIONS AND INTERPRETATIONS

1.1               Definitions

The following terms will have the following meanings in this Agreement, unless the context otherwise expressly requires:

“Affiliate” means any Person which, directly or indirectly, controls, is controlled by, or is under common control with, a Person;

“Assets” means:

“Business Day” means any day other than a Saturday, Sunday or a public or statutory holiday in the Province of British Columbia or the State of California;

“Claim” means any claim, action, damage, loss (including loss arising from a withheld or abated payment under this Agreement), liability, cost, charge, expense, payment or demand of any nature, whether present or future, fixed or unascertained, actual or contingent, and whether at law, in equity, under statute, contract or otherwise;

“Closing” means the closing of the grant of the Option;

“Closing Date” means the date of execution of this Agreement;

“Commercial Production” means the operation of all or part of the Property as a producing mine, and will be deemed to have commenced: (i) if a concentrator is located within the Property, the first day of the month following the first fifteen (15) consecutive Business Days during which Minerals have been extracted from any portion of the Property on a commercial basis and on a sustained and continuous rate of not less than 70% of the initial rated process plant capacity of such concentrator, as specified in a prefeasibility study to be procured on the Property, or (ii) if no concentrator is located within the Property, the last day of the first period of fifteen (15) consecutive Business Days during which Minerals have been shipped from the Property on a reasonably regular basis for the purpose of earning revenues. Mining operations related to bulk sampling or any milling for the purpose of testing or milling by a pilot plant shall not be included in the determination of whether or not Commercial Production has been achieved;

“Earned Interest” means an undivided 100% right, title, ownership and beneficial interest in and to the Property excepting the Permitted Encumbrances;

“Encumbrance” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, option, license or license fee, royalty, production payment, restrictive covenant or other encumbrance of any nature, or any agreement to give or create any of the foregoing;

“Environmental Laws” means all requirements of the common law, civil code or of environmental, health or safety statutes of any Governmental Authority, including, but not limited to, those relating to: (a) noise, (b) pollution or protection of the air, surface water, ground water or land, (c) pollution or protection of the air, surface water, ground water or land, (d) solid, gaseous or liquid waste generation, handling, treatment, storage, disposal or transportation, (e) exposure to hazardous or toxic substances, or (f) the closure, decommissioning, dismantling, or abandonment of any facilities, mines or workings and the reclamation or restoration of lands;

“Force Majeure” means, other than as a consequence of the negligence or default of a Party, an event or cause which is beyond the control of the Party claiming force majeure, not able to be overcome by the exercise of reasonable care, proper precautions and the consideration of reasonable alternatives with the intention of avoiding the effects of the force majeure by that Party, and which could not have been reasonably foreseen, including (subject to satisfying the requirements of the foregoing):

but does not include economic hardship, lack of money or credit, the state of financial markets or the inability to pay any sum of money;

“Governmental Authority” means any federal, state, regional, municipal or local government or authority, quasi-government authority, fiscal or judicial body, government or self-regulatory organization, commission, board, tribunal, organization, or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing having jurisdiction or authority over the Parties or the subject matter of this Agreement;

“Mineral Rights” means any permit, claim, license, lease, concession, tenement, mineral disposition, mineral lease or other form of title or tenure, and any other right (including the right of entry to or the right to work upon lands), whether contractual, statutory or otherwise, which among other things, allows or permits a Person to explore for, develop, mine, extract, sell or otherwise dispose of, Minerals;

“Minerals” means all ores, solutions and concentrates, and metals derived therefrom, containing precious, base or industrial minerals (including gems and uranium) which are found in, on or under the Property and may lawfully be explored for, mined and sold under the Mineral Rights and other instruments of title under which the Property is held and as set forth in Schedule “B” to this Agreement;

“Operations” means every kind of work done, or activity performed by or on behalf of the Optionee on or in respect of the Property, including investigating, prospecting, exploring, analyzing, property maintenance, sampling, assaying, preparation of reports, estimates and studies (including feasibility studies), filing assessment work, surveying, rehabilitation, reclamation and environmental protection, and any management and administration necessary to conduct the foregoing work or activities;

“Option” has the meaning given to it in Recital C to this Agreement;

“Other Rights” means any interest in real property, whether freehold, leasehold, license, right of-way, easement, any other surface or other right in relation to real property, and any right, license or permit in relation to the use or diversion of water, but excluding any Mineral Rights;

“Permitted Encumbrances” means those encumbrances listed in Schedule “C” to this Agreement;

“Person” is to be construed broadly and includes any natural person, corporation, joint venture, partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, trust, estate, business trust, association, Governmental Authority or other entity;

“Personnel” means, in relation to a Party, any of its, or its Affiliates’, directors, officers, employees, agents, consultants, invitees, subcontractors and representatives involved, either directly or indirectly, in the performance of the Party’s obligations under this Agreement;

“Property” means the Mineral Rights and Other Rights, if any, including those described in Schedule “A” to this Agreement (subject to the exclusion of one or more of the mineral claims at the Optionee’s sole discretion), together with any present or future renewal, extension, modification, substitution, amalgamation or variation of any of those Mineral Rights or Other Rights that derive directly from those Mineral Rights or Other Rights (whether granting or conferring the same, similar or any greater rights and whether extending over the same or a greater or lesser domain); and

“Royalty” means a 1.0% net smelter return royalty of all proceeds received from the sale of concentrates, precipitates or metals produced from ores mined, extracted or taken from from the Property, all as described in further detail in Schedule “B” to this Agreement, to be granted by the Optionee to the Optionor upon the exercise of the Option, as described in further detail in Schedule “D” to this Agreement.

1.2               Interpretation

Unless the context otherwise expressly requires, in this Agreement:

Article 2
OPTION

2.1               Grant of Option

Upon and subject to the terms of this Agreement, the Optionor hereby grants the Optionee the sole and exclusive right and option to acquire a 100% Earned Interest in the Property, free and clear of any Encumbrance from the date of this Agreement until December 21, 2025 (the “Term”).

2.2               Payment

The aggregate purchase price for the exercise of the Option (the “Purchase Price”) may be payable at any time during the Term and will be $1,000,000 payable in cash.

2.3               Good Standing and Exercise of Option

Upon confirmed receipt by the Optionor, the Option will be deemed to be exercised and 100% of the Earned Interest will automatically vest in the Optionee or its designated Affiliate (as the case may be), and the Optionor will promptly initiate and complete a conveyance of the Property in the name of the Optionee or its designated Affiliate (as the case may be) by way of grant deed with respect to the Patented Mining Claims listed in Schedule “A” to this Agreement that the Optionee has agreed to acquire, all in accordance with applicable law.

2.4               Transfer Costs

In the event that the Option is exercised, the Optionee will pay all reasonable costs and expenses directly incurred with respect to the transfer to the Optionee or its designated Affiliate (as the case may be), including transfer taxes and recording charges. If the Optionee determines it is necessary to implement title insurance of escrow on the Property, the Optionee will be solely responsible for all fees, charges, costs and expenses.

Article 3
ROYALTY

3.1               Royalty

Article 4
REPRESENTATIONS AND WARRANTIES

4.1               Mutual Representations and Warranties

Each Party represents and warrants to the other Party that, except as provided in this Agreement:

4.2               Optionee’s Representations and Warranties

The Optionee represents and warrants to the Optionor that:

4.3               Optionor’s Representations and Warranties

The Optionor makes the following representations and warranties to the Optionee:

4.4               Survival of Representations and Warranties

The representations and warranties set out in this Article 4 will be treated as being in force and be binding upon each Party as at the Closing Date and each Party will immediately notify the other Party if any of its representations and warranties set out in this Article 4 are not true and correct in any material respect at any time prior to the Closing. The representations and warranties set out in this Article 4 will survive the Closing for a period of five years.

4.5               Indemnity

Article 5
OPTIONEE RIGHTS AND OBLIGATIONS

5.1               Operator

The Optionee will be the operator responsible for carrying out the Operations until the termination of this Agreement.

5.2               Third Party Operator

Except for an Affiliate of the Optionee, no other Person may be retained to carry out the Optionee’s duties as operator unless such Person agrees in writing to be bound by all of the same duties and obligations imposed on the Optionee as operator under this Agreement.

5.3               Rights of Operator

During the term of this Agreement, the Optionee, as operator, will have:

5.4               Operator’s Obligations

During the term of this Agreement, the Optionee, as operator, will:

5.5               Reclamation

The Optionee will be responsible for reclamation of all disturbances caused by any of the Operations, and to the extent possible, the Optionee will conduct reclamation concurrently with any such disturbance. Notwithstanding any termination of this Agreement, the Optionee agrees to undertake reclamation and closure monitoring of the Property to the extent required by all applicable laws and permits.

5.6               Participation in Consultation

The Parties agree that, during the term of this Agreement, the Optionor will be entitled, at all times, to participate in any and all scheduled discussions and consultation with any First Nations with respect to any matters pertaining to the Property, including the permitting thereof.

5.7               Indemnity of the Optionor

The Optionee will indemnify the Optionor and its Personnel from and against any Claim made or brought by any Person against the Optionor or their Personnel (a “Non-Party Claim”) which arises as a consequence of:

Notwithstanding the foregoing, the Optionee will not be required to indemnify the Optionor with respect to any Claims arising a misrepresentation or breach of this Agreement by the Optionor or from environmental matters related to the Property which predate the Closing Date or which otherwise arise as a result of the Optionor’s actions.

5.8               Indemnity of the Optionee

The Optionor will indemnify and save the Optionee harmless from and against any Claim suffered or incurred by the Optionee arising directly or indirectly from any operations or activities conducted in or on the Property, whether by the Optionor or others, prior to the date of execution of this Agreement.

5.9               Obligation to Inform

During the term of this Agreement, each Party will, and will cause its Affiliates to:

Article 6
TITLE

6.1               Registered Title

The Optionor will remain the registered and beneficial holder of all of the Mineral Rights and Other Rights comprising the Property until the exercise of the Option, at which time the Property will be registered in the name of the Optionee in accordance with this Agreement.

6.2               No Encumbrance

Except as provided in this Agreement and the Permitted Encumbrances, after the Closing Date, the Optionor will not deal or attempt to deal with its right, title and interest in or to the Assets or its rights under this Agreement, and will not cause or allow any Encumbrance to be given or granted in, in respect of, or over its right, title and interest in or to the Assets.

6.3               No Abandonment

Neither Party will abandon, surrender or permit the expiration or transfer of any of the Mineral Rights or the Other Rights comprising the Property without the prior written consent of the other Party.

Article 7
ASSIGNMENT

7.1               Limitations on Assignments

This Agreement may be assigned by the Optionee in whole or in part provided that any proposed assignee agrees to be bound by the terms of this Agreement.

Article 8
FORCE MAJEURE

8.1               Notice of Force Majeure

Subject to Section 8.4, a Party will not be liable for any delay or failure to perform any of its obligations under this Agreement if, as soon as reasonably possible after the beginning of the Force Majeure affecting the ability of the Party to perform any of its obligations under this Agreement, it gives notice to the other Party in accordance with Section 8.2 and otherwise complies with the provisions of this Article 8.

8.2               Force Majeure Notice

A notice given under Section 8.1 will:

8.3               Obligation to Remedy and Mitigate

The Party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure will:

Despite the foregoing, nothing in this Section 8.3 will require the Party that is prevented from performing its obligations under this Agreement as a result of Force Majeure to resolve or compromise any labour dispute or to question or to test the validity of any law, rule, regulation or order of any Governmental Authority or to perform its obligations under this Agreement if a Force Majeure renders performance impossible.

8.4               Effect of Force Majeure on Time and Payment

Article 9
TERMINATION AND REMEDIES

9.1               Optionee’s Election to Terminate Without Cause

The Optionee may elect to terminate this Agreement by delivering 30 days’ notice to that effect to the Optionor, provided that the Optionor will be entitled to retain any payments received by the Optionor in accordance with Section 2.3 of this Agreement prior to such notice of termination.

9.2               Events of Default

A Party may terminate this Agreement by notice in writing to the other Party if:

9.3               Post-Termination Obligations

If, prior to the exercise of the Option by the Optionee, this Agreement is terminated for any reason, then:

9.4               Consequences of Termination

Termination of this Agreement will not derogate from, affect or prejudice any rights or remedies of a Party whether arising under this Agreement or at law that have accrued prior to the date of, or arise as a consequence of, the termination.

Article 10
DISPUTES

10.1           Governing Law

This Agreement is governed by and will be construed in accordance with the laws of the State of California and the federal laws of the United States applicable therein. The Parties agree that the courts of California will have sole jurisdiction to entertain any action or other legal proceeding based on any provision of this Agreement and the Parties agree to attorn to the exclusive jurisdiction of such courts.

10.2           Dispute Resolution

All disputes arising under or in connection with this Agreement which cannot be resolved by agreement between the Parties will be resolved in accordance with applicable laws. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or substantially prevailing Party will be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

Article 11
NOTICE

11.1           Notices

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

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. Either Party may change its address by notice to the other Party in accordance with this Article 11.

Article 12
Confidential information

12.1           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 except as otherwise set forth in Schedule “E” to this Agreement.

12.2           Both the Optionor and the Optionee agree that it will not make any public disclosure of the existence of this Agreement 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.

Article 13
GENERAL

13.1           Relationship of Parties

The Parties agree and declare that this Agreement is not, and will not be construed as constituting, an association, corporation, joint venture, partnership, mining partnership or any other kind of partnership and, except as expressly provided otherwise in this Agreement, nothing in this Agreement will be deemed to constitute a Party a partner, agent or legal representative of any other Party for any purpose whatsoever or create a fiduciary relationship between the Parties.

13.2           No Holding Out

No Party may, except as expressly permitted by this Agreement, directly or indirectly use or permit the use of the name of the other Party for any purpose related to the Property or this Agreement.

13.3           Recording of this Agreement

This Agreement, or a memorandum of this Agreement, will, upon the written request of a Party, be recorded in the office of any Governmental Authority identified in the written request of the requesting Party, in order to give notice to other Persons of that Party’s interests that arise under this Agreement. Each Party agrees with the requesting Party to execute those documents that may be necessary to perfect such recording.

13.4           Entire Agreement

This Agreement, including any schedules hereto, contains the entire understanding of the Parties, and supersedes all prior agreements and understandings between the Parties, with respect to the subject matter hereof.

13.5           Amendment and Variation

This Agreement may not be amended, modified, varied or supplemented except in writing signed by each of the Parties.

13.6           Consents or Approvals

Except where expressly specified otherwise in this Agreement, if the doing of any act, matter or thing under this Agreement is dependent on the consent or approval of a Party, or is within the discretion of a Party, then the consent or approval may be given or the discretion may be exercised conditionally or unconditionally or withheld or delayed by the Party in its absolute discretion.

13.7           Waiver

The failure of either Party to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach hereof will not constitute a waiver of any provision of this Agreement or limit such Party’s right thereafter to enforce any provision or exercise any right.

13.8           Costs and Outlays

Each Party will pay its own costs and expenses connected with the preparation, negotiation and execution of this Agreement, including all legal, accounting and brokers or finders fees and disbursements relating to this Agreement.

13.9           Manner of Payment

Any payment to be made to a Party may be made by electronic funds transfer to that Party’s bank as designated by that Party by notice from time to time. That bank will be deemed the agent of the designating Party for the purposes of receiving, collecting and receipting such payment.

13.10        Further Assurances

Each Party will promptly, at its own cost, do all things (including executing and, if necessary, delivering all documents) reasonably necessary or desirable to give full effect to this Agreement and the transactions contemplated by it.

13.11        Special Remedies

Each Party acknowledges and agrees that:

13.12        Survival

All limitations of liability and rights accrued prior to completion, termination or expiration of this Agreement, will not merge on completion, termination or expiration of this Agreement, but will continue in full force and effect after any termination or expiration of this Agreement, as will 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.

13.13        Severability

If anything in this Agreement is unenforceable, illegal or void, then it is severed and the rest of this Agreement remains in full force and effect. Where a provision of this Agreement is prohibited or unenforceable, the Parties will negotiate in good faith to replace the invalid provision by a provision which is in accordance with applicable laws and which will be as close as possible to the Parties’ original intent, and appropriate consequential amendments (if any) will be made to this Agreement.

13.14        Successors and Assigns

This Agreement will enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

13.15        Counterparts and Electronic Delivery

This Agreement may be executed by the Parties in any number of counterparts, and it will not be necessary that the signatures of both Parties be contained on any one counterpart. Executed copies of this Agreement may be delivered by the Parties by email or other form of electronic transmission capable of producing a printed copy. Each counterpart so executed and delivered will be deemed to be an original, will constitute one and the same instrument, and, notwithstanding the date of execution, will be deemed to be executed as of the date first set forth above.

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IN WITNESS WHEREOF the Parties have duly executed this Agreement as of the date set forth above.

STRONGHOLD SILVER USA CORP.

JAMES HYNES, AUTHORIZED SIGNATORY

ATHENA SILVER CORPORATION

Per:

 
JOHN POWER, AUTHORIZED SIGNATORY

ATHENA MINERALS INC.

Per:

 
JOHN POWER, AUTHORIZED SIGNATORY

SCHEDULE “B”

MINERAL ROYALTY

Clarification of the Royalty payable to the Optionor on income derived from the Property, as described in further detail in Schedule “D” to this Agreement:

SCHEDULE “C”

PERMITTED ENCUMBRANCES

John D. Gibbs has a security interest in 100% of the common stock of Athena Minerals Inc.

SCHEDULE “D”

MINERAL ROYALTY

For the purposes of this Schedule “D”, the Optionor who becomes entitled to a Royalty pursuant to Article 3 of the Agreement shall be the “Payee,” and the holder of the Property who will pay the Royalty to the Payee shall be the "Payor." Payor and Payee shall jointly be referred to as “Participants”.

The Participants agree on the following Royalty for "Mineral Products," which as used herein means all ores, solutions and concentrates, and any metals or products derived therefrom, including doré, containing precious, base or industrial minerals (including gems and uranium), produced from the Property, and as further described in Schedule "B" to the Agreement.

The NSR Royalty will be calculated and paid on a calendar quarterly basis and will be equal to Gross Revenue (as hereinafter defined) for such calendar quarter.

In addition to the defined terms set out in the Agreement, the following terms will have the following meanings in this Schedule “D”:

The NSR Royalty will be paid within 60 days after the end of each calendar quarter. Smelter settlement sheets for the NSR Royalty, if any, and a statement setting forth calculations in sufficient detail to show the payment’s derivation (the “Statement”), must be submitted with the payment.

In the event that final amounts required for the calculation of the NSR Royalty are not available within the time period referred to in Section 4 of this Schedule “D”, then provisional amounts will be estimated and the NSR Royalty paid on the basis of this provisional calculation. Positive or negative adjustments will be made to the NSR Royalty payments of the succeeding calendar quarter.

The determination of the NSR Royalty is based on the premise that Commercial Production will occur solely on the Property. If other properties are incorporated into a single mining project and Mineral Products pertaining to each are not readily segregated on a practical or equitable basis, the allocation of actual proceeds received and deductions therefrom will be negotiated by the Payor with reference to generally accepted mining, metallurgical and engineering practices used in mining operations that are of a similar nature. The Payor will be entitled to retain independent mining consultants, as it considers necessary. The Payor will advise the Payee of any and all proposals in this matter at as early a stage as possible so the Payee may consider same and provide comments and suggestions thereon.

Before Mineral Products from the Property are commingled with minerals from other properties:

All decisions concerning methods, the extent, times, procedures and techniques of any exploration, development, mining, leaching, milling, processing, extraction treatment, if any, and the materials to be introduced into the Property or produced therefrom, and except as otherwise provided in this Agreement all decisions concerning the sale or other disposition of Mineral Products (including, without limitation, decisions as to buyers, times of sale, whether to store or stockpile Mineral Products for a reasonable length of time without selling the same) shall be made by the Payor, acting reasonably and in accordance with good mining and engineering practice in the circumstances.

9.1       Subject to the Permitted Encumbrances set forth in Schedule “C” to the Agreement, the Payor shall do all things and make all payments necessary or appropriate to maintain the right, title and interest of the Payor and Payee in the Property and the Mineral Products and to maintain the Property in good standing. The Payor shall be entitled, from time to time, to abandon or surrender or allow to lapse or expire any part or parts of any mineral claims or mining leases relating to or comprising the Property if the Payor determines, acting reasonably, that such part or parts are not economically viable or otherwise have insufficient value to warrant continued maintenance provided that the Payor first offers the right to the Payee to have such surrendered interests transferred to the Payee without charge and in good standing for not less than 6 months after transfer.

9.2       Notwithstanding section 7(a), the Payor shall not abandon or surrender, or allow to lapse or expire, any mining claims or leases relating to or comprising the Property for the purpose of permitting any third party to restake such claim and avoid the NSR Royalty; and if the Payor, or any person with which the Payor does not deal at arm’s length or joint venturer, restakes any expired claims or leases relating to or comprising the Property, this Agreement shall include any such new claims.

9.3       Payor will not sell, assign or transfer the Property or any right, title or interest that it now has or may hereafter have therein, in whole or in part, to any person, firm or corporation, or agree to do so or grant any person, firm or corporation an option or right to acquire the Property or any right, title or interest that it now has or may hereafter have therein, in whole or in part, unless the intended transferee first provides an acknowledgement in writing to the Payee, in form and content to the reasonable satisfaction of the Payee, that it assumes this Agreement and the obligations of the Payor hereunder as if a named party in the first instance.

The Payee may request an audit of the sales and related financial records maintained by the Payor be conducted to verify the calculation of the NSR Royalty for a particular calendar quarter. The audit will be conducted by an independent auditor acceptable to the Payor and Payee. The Payee requesting such audit will bear the full cost and expense of the audit unless it is determined that the NSR Products Royalty calculated by the Payor understated the actual amount due by more than 3%, in which case the Payor will pay all costs and expenses of the audit. The Payor will forthwith pay any deficiency to the Payee and the Payee will forthwith repay any overpayment to the Payor.

Any dispute arising out of or related to any report, payment, calculation or audit in respect of the NSR Royalty, not resolved by the reasonable cooperation of the parties will be resolved solely by Arbitration. No error in accounting or in the interpretation of the Agreement will be the basis for a claim of breach of fiduciary duty, or the like, or give rise to a claim for exemplary or punitive damages or for termination or rescission of the Agreement. For the purposes hereof Arbitration shall be conducted as follows

Any matter in dispute hereunder will be determined by a single arbitrator to be appointed by the Participants.

Any Participant may refer any such matter to arbitration by notice to the other Participant and, within 10 Business Days after receipt of such notice, the Participants will agree on the appointment of an arbitrator. No person will be appointed as an arbitrator hereunder unless such person agrees in writing to act.

If the Participants cannot agree on a single arbitrator as provided in section 11(a), or if the person appointed is unwilling or unable to act, either Party may submit the matter to arbitration before a single arbitrator in accordance with the Commercial Arbitration Act, of British Columbia, as amended from time to time (in this article, the “Rules”).

Except as otherwise specifically provided in this section, an arbitration hereunder will be conducted in English in accordance with the Rules. The arbitrator will fix a time and place in St. John’s for the purpose of hearing the evidence and representations of the Participants and he or she will preside over the arbitration and determine all questions of procedure not provided for under the Rules or this Article 11. After hearing any evidence and representations that the Participants may submit, the arbitrator will make an award and reduce the same to writing and deliver one copy thereof to each of the Participants. The decision of the arbitrator will be made within 45 days after his or her appointment, subject to any reasonable delay due to unforeseen circumstances. The expense of the arbitration will be paid as specified in the award. The arbitrator’s award will be final and binding upon each of the Participants.

The Payee may assign the NSR Royalty. The NSR Royalty creates a direct real property interest in the Mineral Products and the Property in favour of the Payee and is not merely contractual in nature, provided such interest shall be satisfied from time to time in respect of any particular Mineral Products by the payment to Payee of the Royalty in respect thereof. This Agreement shall continue in perpetuity, it being the intent of the parties hereto that the NSR Royalty shall constitute a covenant running with the Property and all successions thereof, whether created privately or through governmental action, and including, without limitation, any leasehold interest.

The Payee shall have the right from time to time to register or record notice of this Agreement and the NSR Royalty, any other documents relating to or contemplated by the foregoing and any caution or other title document, against title to the Property or elsewhere, and Payor shall cooperate with all such registrations and recordings and provide its written consent or signature to any documents and do such other things from time to time as are necessary or desirable to effect all such registrations or recordings or otherwise to protect the interests of Payee.

SCHEDULE “E”

CONFIDENTIALITY EXCEPTIONS

Notwithstanding any statement contained in the Agreement or previous agreements between the parties, the Optionor shall have the right to disclose the contents of the Agreement or previous agreements between the parties, and any amendments thereto, to the following persons:

Exhibit 10.2

AGREEMENT TO CONVERT DEBT

THIS AGREEMENT is made and entered into effective the 28^th day of December, 2020, by and between ATHENA SILVER CORPORATION, a Delaware corporation ("Athena" or the "Company"), and John C. Power (Claimant").

WITNESSETH

WHEREAS, the Company, or an affiliate of the Company, has an outstanding debt with Claimant in the particulars hereinbelow set forth; and

WHEREAS, the Company desires to satisfy that obligation by the issuance to Claimant of shares of common stock of the Company ("Shares"); and

WHEREAS, Claimant is willing to accept said Shares in lieu of cash or money in payment of Athena’s obligation to Claimant;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinbelow set forth, and for such good and other valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties agree as follows:

SECTION I.:     CONVERSION OF DEBT

A.       Claimant and Athena affirm and agree that as of the date of this Agreement, Athena is indebted to Claimant for $96,500 in accrued but unpaid management fees during the years of 2019 and 2020.

B.       Claimant, for his/its successors in interest and assigns, agrees to accept, as payment in full of $96,500 in accrued but unpaid invoice(s) for the periods stated in Section I(A) an aggregate of 2,144,444 Shares of Common Stock, valued at $0.045 per Share. It is understood that Claimant's acceptance of the 2,144,444 Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of Athena to Claimant in excess of the Indebtedness.

C.       Claimant agrees that upon delivery to Claimant by Athena of a certificate or certificates representing 2,144,444 Shares, said Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Shares, Claimant, for its successors in interest and assigns, agrees to release and forever discharge Athena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Shares shall constitute a full and complete release, settlement and discharge of any of Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge.

D.       With respect to accepting the Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows:

1.       Claimant fully understands that Athena has a limited net worth.

2.       Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of Athena and to the extent he availed himself of such opportunity, he received satisfactory answers from Athena, or its affiliates.

3.       Claimant understands that there exists inherent risks in accepting the Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Shares in lieu of payment thereof.

SECTION II:     REPRESENTATIONS AND WARRANTIES BY ATHENA:

Athena represents and warrants to Claimant that, as of the date of this Agreement, and as of the date of closing:

A.       Organization and Corporation Power.

The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; and has all required corporate power and authority to own its property and to carry on its business as now being conducted, and to carry out the transactions contemplated hereby.

B.       Authorization.

1.       The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, violate any provision of any charter, articles of incorporation, by-law, mortgage, lien, lease, agreement, contract, instrument, order judgment, or decree to which the Company is a party, or by which it is bound, and will not violate any other restriction of any other kind or character of which Company is subject.

2.       The Directors of the Company have taken or will take all action required by law, the Company's Articles of Incorporation and Bylaws, or otherwise, to authorize execution and delivery of this Agreement, the shares and the consummation of the transactions described herein.

3.       This Agreement, upon execution and delivery in accordance herewith, is the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to the terms of bankruptcy and similar laws, and any rules and regulations adopted thereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate and other action.

C.       Capitalization.

There are sufficient authorized Shares of the Company to cover the issuance of all shares to be issued and sold pursuant to this Agreement. There are no restrictions on the transferability of shares of the Company's Shares imposed by or pursuant to the Company's Articles of Incorporation, or the Company's Bylaws, or by agreement to which the Company is a party, except for restrictions imposed by or on account of federal and state securities laws.

SECTION III.:   REPRESENTATIONS AND WARRANTIES BY CLAIMANT

Claimant represents and warrants to Athena that, as of the date of this Agreement, and as of the date of closing, the following are true and accurate to its knowledge and belief:

A.       No Other Information Relied Upon.

Claimant represents, warrants and agrees that he has been afforded the opportunity to make, and has made, all such investigation of Athena and its financial condition, business, affairs and prospects as he deems appropriate. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the exchange of the shares. Claimant acknowledges that Athena has made available to him the opportunity to obtain additional information to evaluate the merits and risks of this exchange. Claimant acknowledges that he has had the opportunity to ask questions of Athena, and, to the extent he availed himself such opportunity, he received satisfactory answers from Athena, its affiliates, associates, officers and directors.

B.       Nature of the Risk.

Claimant represents, warrants and agrees that he understands that Athena’s business is, by its nature, speculative; that Claimant is aware that the financial resources of Athena are extremely limited and that it is very likely that the Company will require additional capital, and there is no assurance that such capital will be available if necessary; that Claimant is familiar with the high degree of risk that is involved in the Company's business, and that Claimant is financially able and willing to accept the substantial risk involved in such investment, including the risk of loss of the entire amount invested.

C.       Unregistered Shares.

Claimant represents that he understands that the Athena shares of common stock have not been registered for sale under federal or state securities laws and that said securities are being issued to Claimant pursuant to a claimed exemption from the registration requirements of such laws which is based upon the fact that said securities are not being offered to the public. Claimant understands that in order to satisfy such requirement he must be acquiring the shares with no view to making a public distribution of said securities and the representations and warranties contained in this Section III are given with the intention that Athena may rely thereon for purposes of claiming such exemption; and that he understands that he must bear the economic risk of his investment in the securities for a substantial period of time, because the securities have not been registered under the federal or state securities laws, and cannot be sold unless subsequently registered under such laws, or unless an exemption from such registration is available.

D.       Securities Acquired for Investment; Limitations on Dispositions.

Claimant represents that he is acquiring the securities for his own account and for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended. Claimant agrees that the stock will not be offered for sale, sold or otherwise transferred for value and that no transfer thereof will be made by the Claimant unless (a) a registration statement with respect thereto has become effective under the Securities Act of 1933, as amended, or (b) there is presented to the Company an opinion of counsel for Claimant reasonably satisfactory to the Company that such registration is not required, or (c) there is presented to the Company a letter from the Securities and Exchange Commission (said Commission having been informed of all relevant circumstances) to the effect that in the event either the securities are transferred by Claimant without such registration the Commission or the staff will not recommend any action. Claimant further agrees that the securities will not be offered for sale, sold or otherwise transferred unless, in the opinion of legal counsel for Athena, such sale or disposition does not and will not violate any provisions of any federal or state securities law or regulation. Claimant consents that any transfer agent of the Company may be instructed not to transfer any of the securities unless it receives satisfactory evidence of compliance with the foregoing provisions and that there may be endorsed upon any certificates (or instruments issued in substitution therefor), the Company's regular legend regarding the sale of restricted securities.

SECTION IV.:   MISCELLANEOUS

A.       Payment of Expenses of Prevailing Party in Dispute.

Unless otherwise specifically provided for herein, in the event that there is a dispute concerning this Agreement, including, without limitation, the issue of compliance with any term of this Agreement, the court may in its discretion, direct that the prevailing party shall be entitled to reimbursement from the other party of reasonable attorneys' fees and other expenses incurred in resolving the said dispute.

B.       Survival and Incorporation of Representations.

The representations, warranties, covenants and agreements made herein or in any certificates or documents executed in connection herewith shall survive the execution and delivery thereof, and all statements contained in any certificate or other document delivered by the Company hereunder or in connection herewith shall be deemed to constitute representations and warranties made by the Company in this Agreement.

C.       Amendments and Waivers.

This Agreement may not be amended, nor may compliance with any term, covenant, agreement, condition or provision set forth herein be waived (either generally or in a particular instance and either retroactively or prospectively) unless such amendment or waiver is agreed to in writing by all parties hereto.

D.       Governing Law.

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Colorado.

E.       Counterparts.

This Agreement may be executed by telex, telecopy or other facsimile transmission, and such facsimile transmission shall be valid and binding to the same extent as if it were an original. Further, this Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one agreement.

F.       Severability.

Wherever there is any conflict between any provision of this Agreement and any statute, law, regulation or judicial precedent, the latter shall prevail, but in such event the provisions of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring it within the requirement of the law. In the event that any part, section, paragraph or clause of this Agreement shall be held by a court of proper jurisdiction to be invalid or unenforceable, the entire Agreement shall not fail on account thereof, but the balance of the Agreement shall continue in full force and effect unless such construction would clearly be contrary to the intention of the parties or would result in unconscionable injustice.

G.       Entire Agreement.

This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. There are no representations, warranties, conditions, or obligations except as herein specifically provided. Any amendment or modification hereof must be in writing.

IN WITNESS WHEREOF, the parties have signed the Agreement the date and year first above written.

ATHENA SILVER CORPORATION

a Delaware corporation

By:                                                                              

John Power, President

CLAIMANT:

By:                                                                              

Exhibit 10.3

AGREEMENT TO CONVERT DEBT

THIS AGREEMENT is made and entered into effective the 31st day of December, 2020, by and between ATHENA SILVER CORPORATION, a Delaware corporation ("Athena" or the "Company"), and John D. Gibbs (Claimant").

WITNESSETH

WHEREAS, the Company, or an affiliate of the Company, has an outstanding debt with Claimant in the particulars hereinbelow set forth; and

WHEREAS, the Company desires to satisfy that obligation by the issuance to Claimant of shares of common stock of the Company ("Shares"); and

WHEREAS, Claimant is willing to accept said Shares in lieu of cash or money in payment of Athena’s obligation to Claimant;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinbelow set forth, and for such good and other valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties agree as follows:

SECTION I.:     CONVERSION OF DEBT

B.       Claimant, for his/its successors in interest and assigns, agrees to accept, as payment in full of $315,000 in unpaid principal advances on the Convertible Credit Facility for the periods stated in Section I(A) an aggregate of 7,000,000 Shares of Common Stock, valued at $0.045 per Share. It is understood that Claimant's acceptance of 7,000,000 Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of Athena to Claimant in excess of the Indebtedness.

C.       Claimant agrees that upon delivery to Claimant by Athena of a certificate or certificates representing 7,000,000 Shares, said Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Shares, Claimant, for its successors in interest and assigns, agrees to release and forever discharge Athena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Shares shall constitute a full and complete release, settlement and discharge of any of Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge.

D.       With respect to accepting the Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows:

1.       Claimant fully understands that Athena has a limited net worth.

2.       Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of Athena and to the extent he availed himself of such opportunity, he received satisfactory answers from Athena, or its affiliates.

3.       Claimant understands that there exists inherent risks in accepting the Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Shares in lieu of payment thereof.

SECTION II:     REPRESENTATIONS AND WARRANTIES BY ATHENA:

Athena represents and warrants to Claimant that, as of the date of this Agreement, and as of the date of closing:

A.       Organization and Corporation Power.

The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; and has all required corporate power and authority to own its property and to carry on its business as now being conducted, and to carry out the transactions contemplated hereby.

B.       Authorization.

1.       The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, violate any provision of any charter, articles of incorporation, by-law, mortgage, lien, lease, agreement, contract, instrument, order judgment, or decree to which the Company is a party, or by which it is bound, and will not violate any other restriction of any other kind or character of which Company is subject.

2.       The Directors of the Company have taken or will take all action required by law, the Company's Articles of Incorporation and Bylaws, or otherwise, to authorize execution and delivery of this Agreement, the shares and the consummation of the transactions described herein.

3.       This Agreement, upon execution and delivery in accordance herewith, is the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to the terms of bankruptcy and similar laws, and any rules and regulations adopted thereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate and other action.

C.       Capitalization.

There are sufficient authorized Shares of the Company to cover the issuance of all shares to be issued and sold pursuant to this Agreement. There are no restrictions on the transferability of shares of the Company's Shares imposed by or pursuant to the Company's Articles of Incorporation, or the Company's Bylaws, or by agreement to which the Company is a party, except for restrictions imposed by or on account of federal and state securities laws.

SECTION III.:   REPRESENTATIONS AND WARRANTIES BY CLAIMANT

Claimant represents and warrants to Athena that, as of the date of this Agreement, and as of the date of closing, the following are true and accurate to its knowledge and belief:

A.       No Other Information Relied Upon.

Claimant represents, warrants and agrees that he has been afforded the opportunity to make, and has made, all such investigation of Athena and its financial condition, business, affairs and prospects as he deems appropriate. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the exchange of the shares. Claimant acknowledges that Athena has made available to him the opportunity to obtain additional information to evaluate the merits and risks of this exchange. Claimant acknowledges that he has had the opportunity to ask questions of Athena, and, to the extent he availed himself such opportunity, he received satisfactory answers from Athena, its affiliates, associates, officers and directors.

B.       Nature of the Risk.

Claimant represents, warrants and agrees that he understands that Athena’s business is, by its nature, speculative; that Claimant is aware that the financial resources of Athena are extremely limited and that it is very likely that the Company will require additional capital, and there is no assurance that such capital will be available if necessary; that Claimant is familiar with the high degree of risk that is involved in the Company's business, and that Claimant is financially able and willing to accept the substantial risk involved in such investment, including the risk of loss of the entire amount invested.

C.       Unregistered Shares.

Claimant represents that he understands that the Athena shares of common stock have not been registered for sale under federal or state securities laws and that said securities are being issued to Claimant pursuant to a claimed exemption from the registration requirements of such laws which is based upon the fact that said securities are not being offered to the public. Claimant understands that in order to satisfy such requirement he must be acquiring the shares with no view to making a public distribution of said securities and the representations and warranties contained in this Section III are given with the intention that Athena may rely thereon for purposes of claiming such exemption; and that he understands that he must bear the economic risk of his investment in the securities for a substantial period of time, because the securities have not been registered under the federal or state securities laws, and cannot be sold unless subsequently registered under such laws, or unless an exemption from such registration is available.

D.       Securities Acquired for Investment; Limitations on Dispositions.

Claimant represents that he is acquiring the securities for his own account and for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended. Claimant agrees that the stock will not be offered for sale, sold or otherwise transferred for value and that no transfer thereof will be made by the Claimant unless (a) a registration statement with respect thereto has become effective under the Securities Act of 1933, as amended, or (b) there is presented to the Company an opinion of counsel for Claimant reasonably satisfactory to the Company that such registration is not required, or (c) there is presented to the Company a letter from the Securities and Exchange Commission (said Commission having been informed of all relevant circumstances) to the effect that in the event either the securities are transferred by Claimant without such registration the Commission or the staff will not recommend any action. Claimant further agrees that the securities will not be offered for sale, sold or otherwise transferred unless, in the opinion of legal counsel for Athena, such sale or disposition does not and will not violate any provisions of any federal or state securities law or regulation. Claimant consents that any transfer agent of the Company may be instructed not to transfer any of the securities unless it receives satisfactory evidence of compliance with the foregoing provisions and that there may be endorsed upon any certificates (or instruments issued in substitution therefor), the Company's regular legend regarding the sale of restricted securities.

SECTION IV.:   MISCELLANEOUS

A.       Payment of Expenses of Prevailing Party in Dispute.

Unless otherwise specifically provided for herein, in the event that there is a dispute concerning this Agreement, including, without limitation, the issue of compliance with any term of this Agreement, the court may in its discretion, direct that the prevailing party shall be entitled to reimbursement from the other party of reasonable attorneys' fees and other expenses incurred in resolving the said dispute.

B.       Survival and Incorporation of Representations.

The representations, warranties, covenants and agreements made herein or in any certificates or documents executed in connection herewith shall survive the execution and delivery thereof, and all statements contained in any certificate or other document delivered by the Company hereunder or in connection herewith shall be deemed to constitute representations and warranties made by the Company in this Agreement.

C.       Amendments and Waivers.

This Agreement may not be amended, nor may compliance with any term, covenant, agreement, condition or provision set forth herein be waived (either generally or in a particular instance and either retroactively or prospectively) unless such amendment or waiver is agreed to in writing by all parties hereto.

D.       Governing Law.

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Colorado.

E.       Counterparts.

This Agreement may be executed by telex, telecopy or other facsimile transmission, and such facsimile transmission shall be valid and binding to the same extent as if it were an original. Further, this Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one agreement.

F.       Severability.

Wherever there is any conflict between any provision of this Agreement and any statute, law, regulation or judicial precedent, the latter shall prevail, but in such event the provisions of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring it within the requirement of the law. In the event that any part, section, paragraph or clause of this Agreement shall be held by a court of proper jurisdiction to be invalid or unenforceable, the entire Agreement shall not fail on account thereof, but the balance of the Agreement shall continue in full force and effect unless such construction would clearly be contrary to the intention of the parties or would result in unconscionable injustice.

G.       Entire Agreement.

This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. There are no representations, warranties, conditions, or obligations except as herein specifically provided. Any amendment or modification hereof must be in writing.

IN WITNESS WHEREOF, the parties have signed the Agreement the date and year first above written.

ATHENA SILVER CORPORATION

a Delaware corporation

By:                                                                              

John Power, President

CLAIMANT:

By:                                                                              

John D. Gibbs

Exhibit 10.4

AGREEMENT TO CONVERT DEBT

THIS AGREEMENT is made and entered into effective the 28^th day of December, 2020, by and between ATHENA SILVER CORPORATION, a Delaware corporation ("Athena" or the "Company"), and John C. Power (Claimant").

WITNESSETH

WHEREAS, the Company, or an affiliate of the Company, has an outstanding debt with Claimant in the particulars hereinbelow set forth; and

WHEREAS, the Company desires to satisfy that obligation by the issuance to Claimant of shares of common stock of the Company ("Shares"); and

WHEREAS, Claimant is willing to accept said Shares in lieu of cash or money in payment of Athena’s obligation to Claimant;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinbelow set forth, and for such good and other valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties agree as follows:

SECTION I.:     CONVERSION OF DEBT

B.       Claimant, for his/its successors in interest and assigns, agrees to accept, as payment in full of $25,000 in unpaid advances for the periods stated in Section I(A) an aggregate of 555,556 Shares of Common Stock, valued at $0.045 per Share. It is understood that Claimant's acceptance of 555,556 Shares in payment of the Indebtedness shall not discharge or otherwise satisfy the outstanding indebtedness and obligation of Athena to Claimant in excess of the Indebtedness.

C.       Claimant agrees that upon delivery to Claimant by Athena of a certificate or certificates representing 555,556 Shares, said Shares being validly issued, fully paid and non-assessable, and Claimant's acceptance of such Shares, Claimant, for its successors in interest and assigns, agrees to release and forever discharge Athena, its officers, directors, shareholders, affiliates, employees and agents, from any liability, payment or obligation whatsoever in connection with or arising out of the Indebtedness. Claimant's acceptance of such Shares shall constitute a full and complete release, settlement and discharge of any of Athena’s obligation to Claimant, in connection with the Indebtedness, without the necessity of Claimant executing any further documentation, release or settlement agreement; it being the express understanding of the parties hereto that this Agreement, upon its performance, shall constitute such evidence of release and discharge.

D.       With respect to accepting the Shares in lieu of other forms of payment of the Indebtedness, Claimant represents and warrants as follows:

1.       Claimant fully understands that Athena has a limited net worth.

2.       Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the conversion of the obligation. The Claimant acknowledges that Athena has made available to him the opportunity to obtain additional information to evaluate his status as an unsecured creditor and the alternatives available to him. The Claimant acknowledges that he had an opportunity to ask questions of Athena and to the extent he availed himself of such opportunity, he received satisfactory answers from Athena, or its affiliates.

3.       Claimant understands that there exists inherent risks in accepting the Shares in lieu of payment of the obligation, which risks include, but are not limited to, the lack of liquidity of the Shares, and the Company's history of unprofitable operations. Claimant agrees to accept all risks associated with converting the Indebtedness and accepting the Shares in lieu of payment thereof.

SECTION II:     REPRESENTATIONS AND WARRANTIES BY ATHENA:

Athena represents and warrants to Claimant that, as of the date of this Agreement, and as of the date of closing:

A.       Organization and Corporation Power.

The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; and has all required corporate power and authority to own its property and to carry on its business as now being conducted, and to carry out the transactions contemplated hereby.

B.       Authorization.

1.       The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, violate any provision of any charter, articles of incorporation, by-law, mortgage, lien, lease, agreement, contract, instrument, order judgment, or decree to which the Company is a party, or by which it is bound, and will not violate any other restriction of any other kind or character of which Company is subject.

2.       The Directors of the Company have taken or will take all action required by law, the Company's Articles of Incorporation and Bylaws, or otherwise, to authorize execution and delivery of this Agreement, the shares and the consummation of the transactions described herein.

3.       This Agreement, upon execution and delivery in accordance herewith, is the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to the terms of bankruptcy and similar laws, and any rules and regulations adopted thereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate and other action.

C.       Capitalization.

There are sufficient authorized Shares of the Company to cover the issuance of all shares to be issued and sold pursuant to this Agreement. There are no restrictions on the transferability of shares of the Company's Shares imposed by or pursuant to the Company's Articles of Incorporation, or the Company's Bylaws, or by agreement to which the Company is a party, except for restrictions imposed by or on account of federal and state securities laws.

SECTION III.:    REPRESENTATIONS AND WARRANTIES BY CLAIMANT

Claimant represents and warrants to Athena that, as of the date of this Agreement, and as of the date of closing, the following are true and accurate to its knowledge and belief:

A.       No Other Information Relied Upon.

Claimant represents, warrants and agrees that he has been afforded the opportunity to make, and has made, all such investigation of Athena and its financial condition, business, affairs and prospects as he deems appropriate. Claimant acknowledges receipt of such information as he deems necessary or appropriate as a prudent and knowledgeable investor in evaluating the exchange of the shares. Claimant acknowledges that Athena has made available to him the opportunity to obtain additional information to evaluate the merits and risks of this exchange. Claimant acknowledges that he has had the opportunity to ask questions of Athena, and, to the extent he availed himself such opportunity, he received satisfactory answers from Athena, its affiliates, associates, officers and directors.

B.       Nature of the Risk.

Claimant represents, warrants and agrees that he understands that Athena’s business is, by its nature, speculative; that Claimant is aware that the financial resources of Athena are extremely limited and that it is very likely that the Company will require additional capital, and there is no assurance that such capital will be available if necessary; that Claimant is familiar with the high degree of risk that is involved in the Company's business, and that Claimant is financially able and willing to accept the substantial risk involved in such investment, including the risk of loss of the entire amount invested.

C.       Unregistered Shares.

Claimant represents that he understands that the Athena shares of common stock have not been registered for sale under federal or state securities laws and that said securities are being issued to Claimant pursuant to a claimed exemption from the registration requirements of such laws which is based upon the fact that said securities are not being offered to the public. Claimant understands that in order to satisfy such requirement he must be acquiring the shares with no view to making a public distribution of said securities and the representations and warranties contained in this Section III are given with the intention that Athena may rely thereon for purposes of claiming such exemption; and that he understands that he must bear the economic risk of his investment in the securities for a substantial period of time, because the securities have not been registered under the federal or state securities laws, and cannot be sold unless subsequently registered under such laws, or unless an exemption from such registration is available.

D.       Securities Acquired for Investment; Limitations on Dispositions.

Claimant represents that he is acquiring the securities for his own account and for investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended. Claimant agrees that the stock will not be offered for sale, sold or otherwise transferred for value and that no transfer thereof will be made by the Claimant unless (a) a registration statement with respect thereto has become effective under the Securities Act of 1933, as amended, or (b) there is presented to the Company an opinion of counsel for Claimant reasonably satisfactory to the Company that such registration is not required, or (c) there is presented to the Company a letter from the Securities and Exchange Commission (said Commission having been informed of all relevant circumstances) to the effect that in the event either the securities are transferred by Claimant without such registration the Commission or the staff will not recommend any action. Claimant further agrees that the securities will not be offered for sale, sold or otherwise transferred unless, in the opinion of legal counsel for Athena, such sale or disposition does not and will not violate any provisions of any federal or state securities law or regulation. Claimant consents that any transfer agent of the Company may be instructed not to transfer any of the securities unless it receives satisfactory evidence of compliance with the foregoing provisions and that there may be endorsed upon any certificates (or instruments issued in substitution therefor), the Company's regular legend regarding the sale of restricted securities.

SECTION IV.:    MISCELLANEOUS

A.       Payment of Expenses of Prevailing Party in Dispute.

Unless otherwise specifically provided for herein, in the event that there is a dispute concerning this Agreement, including, without limitation, the issue of compliance with any term of this Agreement, the court may in its discretion, direct that the prevailing party shall be entitled to reimbursement from the other party of reasonable attorneys' fees and other expenses incurred in resolving the said dispute.

B.       Survival and Incorporation of Representations.

The representations, warranties, covenants and agreements made herein or in any certificates or documents executed in connection herewith shall survive the execution and delivery thereof, and all statements contained in any certificate or other document delivered by the Company hereunder or in connection herewith shall be deemed to constitute representations and warranties made by the Company in this Agreement.

C.       Amendments and Waivers.

This Agreement may not be amended, nor may compliance with any term, covenant, agreement, condition or provision set forth herein be waived (either generally or in a particular instance and either retroactively or prospectively) unless such amendment or waiver is agreed to in writing by all parties hereto.

D.       Governing Law.

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Colorado.

E.       Counterparts.

This Agreement may be executed by telex, telecopy or other facsimile transmission, and such facsimile transmission shall be valid and binding to the same extent as if it were an original. Further, this Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one agreement.

F.       Severability.

Wherever there is any conflict between any provision of this Agreement and any statute, law, regulation or judicial precedent, the latter shall prevail, but in such event the provisions of this Agreement thus affected shall be curtailed and limited only to the extent necessary to bring it within the requirement of the law. In the event that any part, section, paragraph or clause of this Agreement shall be held by a court of proper jurisdiction to be invalid or unenforceable, the entire Agreement shall not fail on account thereof, but the balance of the Agreement shall continue in full force and effect unless such construction would clearly be contrary to the intention of the parties or would result in unconscionable injustice.

G.       Entire Agreement.

This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. There are no representations, warranties, conditions, or obligations except as herein specifically provided. Any amendment or modification hereof must be in writing.

IN WITNESS WHEREOF, the parties have signed the Agreement the date and year first above written.

ATHENA SILVER CORPORATION

a Delaware corporation

By:                                                                              

John Power, President

CLAIMANT:

By: