Attached files
| file | filename |
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| EX-10.1 - STOCK PURCHASE AGREEMENT - ATHENA GOLD CORP | athena_ex1001.htm |
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): January 11, 2021
ATHENA SILVER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | _000-51808 | 90-0158978 |
| (State or other jurisdiction of incorporation) |
Commission File Number |
(I.R.S. Employer Identification number) |
2010
A Harbison Drive # 312, Vacaville, CA 95687
(Address of principal executive offices) (Zip
Code)
Registrant's telephone number, including area code: (707) 291-6198
______________________________________________________
(Former name or former address, if changed since last report)
| ___ | Written communications pursuant to Rule 425 under the Securities Act |
| ___ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ___ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ___ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ X ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
| 1 |
| ITEM 1.01 | ENTRY INTO MATERIAL DEFINITIVE AGREEMENT |
On January 11, 2021, Athena Silver Corp (“Athena” or the “Company”) entered into a Stock Purchase Agreement with TriPower Resources, Inc. (“TriPower”), pursuant to which TriPower agreed to purchase 100% of the issued and outstanding shares of Athena Minerals, Inc., a wholly-owned subsidiary of the Company, in exchange for full satisfaction of the Company’s indebtedness to John Gibbs, who controls TriPower, under a 2012 Credit Agreement in the outstanding approximate principal amount of $2.0 million. All accrued and unpaid interest due under the Credit Agreement was waived as part of the transaction. The Effective Date of the Stock Purchase Agreement was December 31, 2020.
The Company also has the right and option to repurchase all or any portion of the AMI Shares at any time on or before December 31, 2022 (the “Clawback Option”). The price to be paid by Athena to TriPower to exercise the Clawback Option shall be $2.6 million, (or a proportion of $2.6 million if fewer than all of the AMI Shares are being repurchased, reduced by the aggregate amount of all payments paid to Buyer from the sale or lease, or the grant of an option to sell or lease, any AMI assets.
The terms and conditions of this transaction are set forth in the Stock Purchase Agreement filed herewith as Exhibit 10.1.
Athena Minerals Inc. owns the Company’s mineral and real estate interests in San Bernardino County, California, including the unpatented mining claims in the Langtry Mining District.
| ITEM 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS |
Effective December 31, 2020, the Company sold 100% of the issued and outstanding common stock of its wholly-owned subsidiary Athena Minerals, Inc., pursuant to the Stock Purchase Agreement described in Item 1.01 above.
| ITEM 9.01: | FINANCIAL STATEMENTS AND EXHIBITS |
| (a) | Financial Statements |
Not applicable
| (b) | Pro Forma Financial Information |
The attached pro forma financial information has been prepared in accordance with Regulation S-X, Section 11.01 and gives pro forma effect to the sale of 100% of the issued and outstanding shares of common stock of the Company’s wholly-owned subsidiary Athena Minerals, Inc. in exchange for the satisfaction of approximately $2.0 million in outstanding debt to the purchaser. The pro forma balance sheet gives effect to the transaction as if it had occurred on September 30, 2020. The pro forma income statements for the year ended December 31, 2019 and nine months ended September 30, 2020 gives effect to the transaction as if it had been consummated at the beginning of the periods presented. The pro forma financial information does not purport to present actual financial condition or results of operations for the periods presented.
The transaction has been accounted for as an addition to capital rather than a profit and loss due to the purchaser being a related party and control person.
| 2 |
Athena Silver Corporation
Pro Forma Balance Sheet
As of September 30, 2020
(unaudited)
| Athena Silver Corporation | Pro Forma Adjustments | Pro Forma | ||||||||||
| ASSETS | ||||||||||||
| Current Assets | ||||||||||||
| Cash | $ | 5,583 | $ | (5,519 | ) | $ | 64 | |||||
| Total current assets | 5,583 | (5,519 | ) | 64 | ||||||||
| Land held for investment | 185,290 | (185,290 | ) | – | ||||||||
| Total assets | $ | 190,873 | $ | (190,809 | ) | 64 | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | 48,423 | $ | 2,851 | $ | 45,572 | ||||||
| Accrued liabilities - related parties | 96,500 | 96,500 | ||||||||||
| Accrued lease option liability | – | – | – | |||||||||
| Accrued interest | 20,061 | – | 20,061 | |||||||||
| Accrued interest - related parties | 639,720 | 639,720 | – | |||||||||
| Advances payable - related party | 132,761 | – | 132,761 | |||||||||
| Deed amendment liability - short-term portion | 10,000 | 10,000 | – | |||||||||
| Convertible note payable, net of discount of $12,818 | 38,452 | – | 38,452 | |||||||||
| Convertible credit facility - related party | 2,244,870 | 2,244,870 | – | |||||||||
| Total current liabilities | 3,230,787 | 2,897,441 | 333,346 | |||||||||
| Deed amendment liability | 80,000 | 80,000 | – | |||||||||
| Total liabilities | 3,310,787 | 2,977,441 | 333,346 | |||||||||
| Commitments and contingencies | – | – | – | |||||||||
| Stockholders' deficit: | ||||||||||||
| Preferred stock, $.0001 par value, 5,000,000 shares authorized, none outstanding | – | – | – | |||||||||
| Common stock - $0.0001 par value; 100,000,000 shares authorized, 37,032,320 issued and outstanding | 3,703 | – | 3,703 | |||||||||
| Additional paid-in capital | 6,650,418 | (2,786,632 | ) | 9,437,050 | ||||||||
| Accumulated deficit | (9,774,035 | ) | – | (9,774,035 | ) | |||||||
| Total stockholders' deficit | (3,119,914 | ) | (2,786,632 | ) | (333,282 | ) | ||||||
| Total liabilities and stockholders' deficit | $ | 190,873 | $ | 190,809 | $ | 64 | ||||||
| 3 |
Athena Silver Corporation
Pro Forma Income Statement
Nine Months Ended September 30, 2020
(unaudited)
| Nine Months Ended September 30, 2020 | Pro Forma Adjustments | Athena Silver Corporation | ||||||||||
| Operating expenses: | ||||||||||||
| Exploration costs | $ | 52,154 | $ | (5,000 | ) | $ | 57,154 | |||||
| General and administrative expenses | 117,713 | 12,645 | 105,068 | |||||||||
| Total operating expenses | 169,867 | 7,645 | 162,222 | |||||||||
| Operating loss | (169,867 | ) | (7,645 | ) | (162,222 | ) | ||||||
| Interest expense | (97,220 | ) | (83,848 | ) | (13,372 | ) | ||||||
| Net (loss) income | $ | (267,087 | ) | $ | (91,493 | ) | $ | (175,594 | ) | |||
| Basic and diluted net loss per common share | ||||||||||||
| Basic and diluted net loss per common share | $ | (0.01 | ) | $ | (0.00 | ) | ||||||
| Basic and diluted weighted-average common shares outstanding | 36,554,218 | 36,554,218 | ||||||||||
| 4 |
Athena Silver Corporation
Pro Forma Income Statement
Year Ended December 31, 2019
(unaudited)
| Year Ended December 31, 2020 | Pro Forma Adjustments | Athena Silver Corporation | ||||||||||
| Operating expenses: | ||||||||||||
| Exploration costs | $ | 40,000 | $ | (40,000 | ) | $ | – | |||||
| General and administrative expenses | 115,266 | (14,812 | ) | 100,454 | ||||||||
| Total operating expenses | 155,266 | (54,812 | ) | 100,454 | ||||||||
| Operating loss | (155,266 | ) | 54,812 | (210,078 | ) | |||||||
| Interest expense | (110,980 | ) | (106,954 | ) | (4,026 | ) | ||||||
| Net (loss) income | $ | (266,246 | ) | $ | (52,142 | ) | $ | (214,104 | ) | |||
| Basic and diluted net loss per common share | ||||||||||||
| Basic and diluted net loss per common share | $ | (0.01 | ) | $ | (0.01 | ) | ||||||
| Basic and diluted weighted-average common shares outstanding | 36,532,320 | 36,532,320 | ||||||||||
| 5 |
| (c) | Exhibits |
| Item | Title | |
| 10.1 | Stock Purchase Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Athena Silver Corporation | |
| Date: January 14, 2021 | By: /s/ John C. Power |
| John C. Power, President |
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