ATHA SILV ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
OnJanuary 11, 2021 ,Athena Silver Corp ("Athena" or the "Company") entered into a Stock Purchase Agreement withTriPower Resources, Inc. ("TriPower"), pursuant to which TriPower agreed to purchase 100% of the issued and outstanding shares ofAthena Minerals, Inc. , a wholly-owned subsidiary of the Company, in exchange for full satisfaction of the Company's indebtedness toJohn 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 wasDecember 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 beforeDecember 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 inSan Bernardino County, California , including the unpatented mining claims in theLangtry Mining District .
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
EffectiveDecember 31, 2020 , the Company sold 100% of the issued and outstanding common stock of its wholly-owned subsidiaryAthena 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 subsidiaryAthena Minerals, Inc. in exchange for the satisfaction of approximately$2.0 million in outstanding debt to the purchaser. The pro forma balance sheet gives effect to the transaction as if it had occurred onSeptember 30, 2020 . The pro forma income statements for the year endedDecember 31, 2019 and nine months endedSeptember 30, 2020 gives effect to the transaction as if it had been consummated at the beginning of the periods presented. The pro forma financial information does not purport to present actual financial condition or results of operations for the periods presented. The transaction has been accounted for as an addition to capital rather than a profit and loss due to the purchaser being a related party and control person. 2Athena Silver Corporation Pro Forma Balance Sheet As ofSeptember 30, 2020 (unaudited) Athena Silver Pro Forma Corporation Adjustments Pro Forma ASSETS Current Assets Cash$ 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 -$0.0001 par value; 100,000,000 shares authorized, 37,032,320 issued and outstanding 3,703 - 3,703 Additional paid-in capital 6,650,418 (2,786,632 ) 9,437,050 Accumulated deficit (9,774,035 ) - (9,774,035 ) Total stockholders' deficit (3,119,914 )
(2,786,632 ) (333,282 )
Total liabilities and stockholders' deficit
3Athena Silver Corporation Pro Forma Income Statement
Nine Months Ended
(unaudited)
Nine Months
Ended September Pro Forma Athena Silver
30, 2020 Adjustments Corporation
Operating expenses: Exploration costs$ 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 )
Basic and diluted weighted-average common shares outstanding 36,554,218 36,554,218 4Athena Silver Corporation Pro Forma Income Statement Year EndedDecember 31, 2019 (unaudited) Year Ended December 31, Pro Forma Athena Silver 2020 Adjustments 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 )
Basic and diluted net loss per common share Basic and diluted net loss per common share$ (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
© Edgar Online, source
