UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 10, 2021
ATHENA GOLD CORPORATION
(formerly Athena Silver Corporation)
(Exact name of registrant as specified in its charter)
| Delaware | 000-51808 | 90-0158978 |
| (State of incorporation) | (Commission File Number) | (IRS Employer No.) |
2010 A Harbison Drive # 312, Vacaville, CA 95687
(Address of principal executive offices and Zip Code)
(707) 291-6198
(Registrant's telephone number, including area code)
______________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 1.01 | ENTRY INTO MATERIAL DEFINITIVE AGREEMENT |
On November 10, 2021 Athena Gold Corporation (the “Company”) signed a First Amendment to Option Agreement (the “Amendment”) with Nubian Resources Ltd. (“Nubian”). A copy of the Amendment is file herewith as Exhibit 10.1.
| ITEM 9.01: | FINANCIAL STATEMENTS AND EXHIBITS |
| Item | Title |
| 10.1 | First Amendment to Option Agreement |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Athena Gold Corporation | |
| Date: November 12, 2021 | By: /s/ John C. Power |
| John C. Power, President |
| 2 |
Exhibit 10.1
FIRST AMENDMENT TO OPTION AGREEMENT
THIS AGREEMENT is dated as of the 10th day of November, 2021.
AMONG:
NUBIAN RESOURCES LTD., a corporation existing under the laws of the Province of British Columbia
("Nubian")
AND:
NUBIAN RESOURCES (USA) LTD., a company existing under the laws of the State of Delaware
("Nubian Subco")
AND:
ATHENA GOLD CORPORATION (formerly, Athena Silver Corporation), a corporation existing under the laws of the State of Delaware
("Athena")
WHEREAS:
| A. | Nubian, Nubian Subco and Athena entered into an option agreement made as of December 11, 2020 (the "Option Agreement"), whereby the Parties (as defined in the Option Agreement) agreed on the general terms for an option to purchase by Athena from Nubian of a 100% interest in the Property (as defined in the Option Agreement) and the Existing Data (as defined in the Option Agreement) (the "Transaction"); |
| B. | Nubian Subco is the sole legal owner of the Property, and the sole registered and beneficial shareholder of Nubian Subco is Nubian; |
| C. | Nubian wishes to re-structure the Transaction, such that Athena would acquire a 100% interest in the Property through the acquisition of all of the issued and outstanding shares of Nubian Subco from Nubian; and |
| D. | To provide additional time for the Parties to negotiate and agree on the terms of the possible re-structuring of the Transaction, the Parties wish to amend the Option Agreement in order to extend the date by which Athena must complete certain of the Second Option Exercise Conditions (as defined in the Option Agreement), on the terms and conditions set out herein. |
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective covenants and agreements of the Parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each Party), the Parties agree as follows:
| 1.1 | Conditions of Second Option Exercise |
Section 4.02 of the Option Agreement is hereby deleted in its entirety and replaced with the following:
"4.02 Conditions of Exercise of Second Option
Athena may exercise the Second Option and acquire an additional 90% Interest by:
| (a) | converting into equity or otherwise settling all of its outstanding debt, such that, at the time of the Exchange Listing, Athena shall have no outstanding debt, with the exception of Exchange, legal, accounting and other fees incurred in connection with the Exchange Listing; |
| 1 |
| (b) | completing the initial listing (the "Exchange Listing") of its common stock on the Canadian Securities Exchange, the TSXV or such other recognized stock exchange agreed to by Nubian, acting reasonably (the "Exchange"); and |
| (c) | issuing to Nubian or its nominees an additional 45,000,000 (pre-Consolidation) shares of common stock, at a deemed issuance price of $0.05 per share, on or before December 31, 2021; provided that Nubian or its nominees, as the case may be, shall have executed and delivered 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, |
prior to December 31, 2021 or such later date as may be agreed to by the Parties (collectively, the "Second Option Exercise Conditions")."
| 1.2 | All Other Terms |
Except as expressly amended, varied or modified by this Agreement, the Parties hereby ratify and confirm all of the terms and conditions of the Option Agreement in its entirety.
| 1.3 | Time of the Essence |
Time will be of the essence of this Agreement.
| 1.4 | Governing Law and Attornment |
This Agreement will be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Subject to Article 10 of the Option Agreement, each of the Parties hereby irrevocably attorns to the non-exclusive jurisdiction of the Courts of the Province of British Columbia situated in the City of Vancouver in respect of all matters arising under and in relation to this Agreement and waives objection to venue of any proceeding in such court or that such court provides an inconvenient forum.
| 1.5 | Enurement and Assignment |
This Agreement will enure to the benefit of the Parties, their respective successors and permitted assigns.
| 1.6 | Counterparts |
This Agreement may be executed in counterparts and may be executed by facsimile or other electronic means, and each of such counterparts will be deemed an original, and all of which together constitute one and the same instrument.
[Remainder of page intentionally left blank; signature page to follow.]
| 2 |
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.
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NUBIAN RESOURCES LTD.
|
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| Per: | /s/ Martin Walter | |
| Authorized Signatory | ||
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NUBIAN RESOURCES (USA) LTD.
|
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| Per: | /s/ Martin Walter | |
| Authorized Signatory | ||
|
ATHENA GOLD CORPORATION (formerly, Athena Silver Corporation)
|
||
| Per: | /s/ John Power | |
| Authorized Signatory | ||
| 3 |