Exhibit 10.1


 


STOCK PURCHASE AGREEMENT


 


THIS STOCK PURCHASE
AGREEMENT (the “Agreement”) is entered into effective as of the 31st day of December, 2020 (the “Closing
Date”), by and between ATHENA SILVER CORPORATION, a Delaware corporation (the “Seller”), and TRIPOWER
RESOURCES, INC. (the “Buyer”).


 


RECITALS


 


A.       Seller
owns 100 shares representing 100% of the issued and outstanding shares of Athena Minerals, Inc., a Delaware corporation (“AMI”
and the “AMI Shares”, respectively) and desires to sell, assign and transfer to the Buyer, the AMI Shares. The assets
of AMI are listed on Schedule A attached hereto.


 


B.       Buyer
executed a Credit Agreement with Seller dated July 16, 2012 (the “Credit Agreement”) pursuant to which Buyer agreed
to make working capital advances to Seller. As of the date hereof, Seller is indebted to Buyer in the aggregate amount of $1,929,870,
representing the principal amount of all advances made by Buyer to Seller under the Credit Agreement (the “Credit Indebtedness”).


 


B.       The
Buyer desires to purchase the AMI Shares owned by Seller and accept the AMI Shares in full satisfaction of Seller’s indebtedness
to Buyer under the Credit Agreement, subject to the terms and conditions set forth below.


 


 


NOW, THEREFORE,
in consideration of the mutual covenants and agreements hereinbelow set forth, the parties agree as follows:


 


1.       Purchase
of AMI Shares. Subject to the terms and conditions hereinafter set forth, on the Closing Date (as hereinafter defined) Seller
shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase from Seller, the AMI Shares in consideration
of cancelling the Credit Indebtedness. Seller shall deliver to the Buyer on the Closing Date a Stock Power in proper form for transfer
assigning the AMI Shares from Seller to Buyer.


 


2.       Termination
of Credit Agreement and Waiver of Accrued Interest. Concurrently with the purchase of the AMI Shares, the Credit Agreement
and all Credit Notes issued thereunder shall terminate and be considered null and void and the Credit Indebtedness shall be deemed
fully satisfied. In addition, upon the consummation of the purchase and sale of the AMI Shares, Buyer shall be deemed to have waived
and forgiven, unconditionally and irrevocably, all accrued and unpaid interest due under the Credit Agreement and Credit Notes
and the Seller shall be deemed released from any liability therefor.


 


3.       Representations
and Warranties of Seller. Seller hereby represents and warrants to Buyer as follows:


 


(a)       This
Agreement and all documents required hereby to be executed by the Company are and shall be valid, legally binding obligations of
and enforceable against the Company and the Buyers in accordance with their terms.


 


(b)       The
execution and delivery of this Agreement by the Company, and the consummation by the Company of the transactions contemplated herein,
will not constitute a violation, breach, or default under any statute, ordinance, court order, agreement, law, regulation or undertaking
applicable to the Company. No third-party consents, authorizations or approvals are necessary in connection with the execution,
delivery and performance of this Agreement by the Company.


 


 


 


 






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(c)       No action,
proceeding, investigation or claim is pending or, to the Company’s knowledge, threatened against the Company in connection
with the transactions contemplated by this Agreement.


 


(d)       Seller
is the sole owner of the AMI Shares and there are no restrictions upon the transfer of any of the AMI Shares, other than on account
of federal and state securities laws. Except for the foregoing, Seller is the true and lawful beneficial owner of the Shares, free
of any claims, liens, or encumbrances, and Seller has the right to transfer such AMI Shares except as may hereinabove be expressly
provided.


 


(e)       AMI currently
holds the mineral interests listed on Schedule A attached hereto and will continue to hold such interests following the purchase
and sale of the AMI Shares.


 


4.       Representations
and Warranties of Buyer. Buyer hereby represents and warrants to Seller as that there are no restrictions upon the transfer
of the AMI Shares, other than may appear on the face of the certificates and other than on account of federal and state securities
laws. Except for the foregoing, Buyer is the true and lawful beneficial owner of the AMI Shares, free of any claims, liens, or
encumbrances, and Buyer has the right to transfer such AMI Shares except as may hereinabove be expressly provided.


 


5.       Agreements
of Seller and Buyer. Seller and Buyer each agree that in entering into this transaction, neither party is relying upon any
statement by the other party as to the value of the AMI Shares and/or the AMI Shares; and each party assumes all risks in entering
into this transaction.


 


6.       Clawback.
Buyer hereby grants to Seller 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 Seller to Buyer 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,
listed on Schedule A, and increased by all expenditures to maintain or preserve any AMI assets made by AMI during that period.
Exercise of the Clawback Option shall be by 30 days’ written notice to Buyer; and closing shall occur within 30 days of such
notice. Payment of the option price shall be by cash or wire transfer of immediately available funds.


 


7.       Attorney's
Fees for Claims. In the event that a claim is brought by one party hereto against the other party hereto for breach of any
provision hereof or otherwise arising out of the transaction to which this Agreement relates, the prevailing party shall be entitled
to payment or reimbursement of the expenses incurred by it in connection with the litigation or the portion thereof as to which
it prevails, including but not limited to, attorneys' fees and costs.


 


8.       Waiver.
Any of the terms or conditions of this Agreement may be waived at any time and from time to time in writing by the party entitled
to the benefits thereof without affecting any other terms or conditions of this Agreement. The waiver by any party hereto of any
condition or breach of any provision of this Agreement shall not operate as a waiver of any other condition or other or subsequent
breach.


 


9.       Amendment.
This Agreement may be amended or modified only by a written instrument executed by the parties hereto.


 


10.      Entire
Agreement. This Agreement sets forth the entire agreement and understanding of the parties in respect of the transactions contemplated
hereby and supersedes all prior agreements, arrangements and understandings, oral or written, relating to the subject matter hereof.
No representation, promise, inducement or statement of intention has been made by either party which is not embodied in this Agreement
and no party shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not so set
forth.


 


 


 


 






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11.       Survival
of Representations, Warranties and Agreements. All representations and warranties contained in this Agreement shall survive
the consummation of the transaction contemplated hereby. All agreements and covenants contained in this Agreement not fully performed
as of the Closing Date shall survive the Closing Date and continue thereafter until fully performed or until the time for further
performance has expired.


 


12.       Severability.
In case any provision in this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions hereof shall not in any way be affected or impaired thereby.


 


13.       Third
Party Beneficiaries. Each party hereto intends that this Agreement shall not benefit or create any right or cause of action
in or on behalf of any person other than the parties hereto.


 


14.       Fax/Counterparts.
This Agreement may be executed by telex, telecopy or other facsimile transmission, and may be executed in counterparts, each of
which shall be deemed an original, but all of which shall together constitute one agreement.


 


15.       Litigation.
Any litigation commenced which is based in whole or in part upon claims under or in connection with this Agreement or the transaction
contemplated hereby shall be brought in a court of competent jurisdiction (state or federal) in the United States of America.


 


16.       General.
This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado, may not be transferred or
assigned by any party hereto, other than by operation of law, and shall inure to the benefit of and be binding upon each of the
parties hereto and their respective successors and assigns; and may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the same instrument. The section headings contained in
this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF,
the parties have duly executed this Stock Purchase Agreement as of the date and year first above written.


 


 


ATHENA SILVER CORPORATION


a Delaware
Corporation


 


 


By: /s/ John Power


Name: John
Power


Title: President


 


 


 


TRIPOWER RESOURCES,
INC.


 


 


By: /s/ John Gibbs


       John Gibbs, President


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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SCHEDULE A


 


	REAL
    ESTATE (Description)	City	State	Type	Description	 	Parcel
    Number	 	Lot
    Size (acres)	County	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Full
                                         Section adjacent to

        Rodman
        Mountains Wilderness
	San
    Bernardino County	CA	 	Land	Section
    13 - TP 7 N R 4 E.   661.37 acres	 	0527-061-18-0-000	 	661.37
    acres	San
    Bernardino County
	 	 	 	 	 	 	 	 	 	 	 	 
	1⁄4
    section known as Chimney Rock 	Yermo
    - Calico 	CA	 	Land
    	Scenic
    Chimney Rock parcel 	 	0538-111-12-0-000	 	160
    acres	San
    Bernardino County 
	 	 	 	 	 	 	 	 	 	 	 	 
	Patented
    Mining Claim - Section 16	Yermo
    - Calico	CA	 	Land	Patented
    mining claim adjacent to Waterloo	 	 0517-161-03-0-000	 	33.96
    acres +/-	San
    Bernardino County
	ROYALTY	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	On
                                         April 28, 2020, Athena Minerals, Inc. entered into Agreement to Grant a 1% Net Smelter
                                         Return (NSR) on all Silver Produced from Langtry Patented Claims (the “NSR Agreement”)
                                         with Bruce and Elizabeth Strachan, Trustees of the Bruce and Elizabeth Strachan Revocable
                                         Living Trust dated July 25, 2007 whereby Strachan has agreed to grant to Athena Minerals,
                                         Inc. a 1% net smelter return on the Langtry Patented Claims in San Bernardino County,
                                         California, conditioned upon the completion of the Company’s payment obligation
                                         of $150,000 to Mobil Exploration in exchange for Mobil agreeing to reduce its net smelter
                                         royalty to 2% pursuant to a 2015 agreement between the Company and Mobil. Athena is making
                                         annual payments of $10,000 to Mobil, and as of December 31, 2020 a total of $60,000 has
                                         been paid on this agreement, and the balance of $90,000 was outstanding on December 31,
                                         2020. Athena’s 1% NSR on Langtry will not vest until the payment obligation to
                                         Mobil has been completed.

         
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	UNPATENTED
    MINING CLAIMS	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	36  unpatented
    lode claims in San Bernardino County 	Under
    option to Stronghold Silver (Use Ex A from that agreement for list) 	 	 	 	 


 


 


 


 


 


 


 


 


 


 






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	Serial
    Number	Claim
    Name	Claimant
    Name
	CAMC289957	SILVERADO #30	ATHENA MINERALS INC
	CAMC289958	SILVERADO #31	ATHENA MINERALS INC
	CAMC289960	SILVERADO #33	ATHENA MINERALS INC
	CAMC289962	SILVERADO #35	ATHENA MINERALS INC
	CAMC289963	SILVERADO #36	ATHENA MINERALS INC
	CAMC290264	LILLY #11	ATHENA MINERALS INC
	CAMC290265	LILLY #12	ATHENA MINERALS INC
	CAMC290266	LILLY #13	ATHENA MINERALS INC
	CAMC290267	LILLY #14	ATHENA MINERALS INC
	CAMC290268	LILLY #15	ATHENA MINERALS INC
	CAMC290269	LILLY #16	ATHENA MINERALS INC
	CAMC290270	LILLY #17	ATHENA MINERALS INC
	CAMC290271	LILLY #18	ATHENA MINERALS INC
	CAMC290272	LILLY #19	ATHENA MINERALS INC
	CAMC296910	CLIPPER #1	ATHENA MINERALS INC
	CAMC296911	CLIPPER #2	ATHENA MINERALS INC
	CAMC296912	CLIPPER #3	ATHENA MINERALS INC
	CAMC296913	CLIPPER #4	ATHENA MINERALS INC
	CAMC296914	CLIPPER #5	ATHENA MINERALS INC
	CAMC296915	HAWAII CLIPPER	ATHENA MINERALS INC
	CAMC296916	CALIF CLIPPER #3	ATHENA MINERALS INC
	CAMC296917	CALIF CLIPPER #2	ATHENA MINERALS INC
	CAMC296918	CALIF CLIPPER #4	ATHENA MINERALS INC
	CAMC300265	CLIPPER #12	ATHENA MINERALS INC
	CAMC300266	CLIPPER #13	ATHENA MINERALS INC
	CAMC300267	CLIPPER #14	ATHENA MINERALS INC
	CAMC300268	CLIPPER #15	ATHENA MINERALS INC
	CAMC300269	CLIPPER #16	ATHENA MINERALS INC
	CAMC300270	CLIPPER #17	ATHENA MINERALS INC
	CAMC300271	CLIPPER #18	ATHENA MINERALS INC
	CAMC300272	CLIPPER #19	ATHENA MINERALS INC
	CAMC300273	CLIPPER #20	ATHENA MINERALS INC
	CAMC300274	CLIPPER #21	ATHENA MINERALS INC
	CAMC300275	CLIPPER #22	ATHENA MINERALS INC
	CAMC300276	CLIPPER #23	ATHENA MINERALS INC
	CAMC300277	CLIPPER #24	ATHENA MINERALS INC


 


 


 


 






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