UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on March 31, 2021, Western Alaska Copper and Gold Company ("WACG"), a direct wholly owned subsidiary of Alaska Silver Corp. (the "Company"), acquired all of the issued and outstanding shares of common stock of Piek Incorporated for a total purchase price of $3,698,000, which WACG satisfied by issuing a promissory note (as amended, the "Promissory Note") to Joe Piekenbrock, the Company's Chief Exploration Officer (the "Holder"). The Promissory Note bears interest at 5% per annum and matures on December 1, 2026, with payments made as follows: (i) monthly payments of $10,000 on the outstanding principal balance due until the Company closes a financing, at which time the monthly principal payments will increase to $25,000; (ii) in the event that the Company closes a financing round, a principal reduction payment equal to 6% of such financing round to be applied against the outstanding principal balance of the Principal Note, together with accrued interest, due and payable upon closing of each such financing round; (iii) a principal reduction payment of $750,000 due on June 1, 2026; and (iv) payment of the remaining outstanding principal balance and all accrued interest on December 1, 2026.
On December 17, 2025, WACG entered into the Eighth Amendment to Promissory Note (the "Amendment") with the Holder, pursuant to which, effective November 1, 2025, (a) interest on the outstanding principal balance of the Promissory Note accrues at a rate equal 3.5% per annum and (b) payments are to be made as follows: (i) monthly payments of $10,000 on the outstanding principal balance; (ii) in the event that the Company closes a financing round, a principal reduction payment equal to 6% of such financing round to be applied against the outstanding principal balance of the Promissory Note; (iii) payment of the remaining outstanding principal balance of the Promissory Note, together with all accrued interest, on July 1, 2027.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On December 19, 2025, the Company issued a total of 68,334 restricted stock units ("RSUs") with a total grant date value of approximately $54,000 to three non-executive directors of the Company who elected to receive their annual fees for board service in the form of RSUs in accordance with the Company's director compensation policy. Such RSUs reflect amounts payable to such directors for the third and fourth quarters of 2025. Each RSU represents the right to receive one subordinate voting share, no par value, of the Company upon vesting and will vest one year from their grant date.
Item 9.01. Exhibits.
(d) Exhibits.
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
Date: December 22, 2025
| ALASKA SILVER CORP. | ||
| By: | /s/ Darren Morgans | |
| Darren Morgans | ||
| Chief Financial Officer | ||
EIGHTH AMENDMENT TO
PROMISSORY NOTE
THIS EIGTH AMENDMENT TO PROMISSORY NOTE (this "Eighth Amendment") is entered into as of December 17, 2025, by and among Western Alaska Copper & Gold Company, an Alaska corporation, and Joe Piekenbrock, a resident of Colorado. The amendments to the terms of the Original Note (as defined below) as set forth herein shall be effective as of November 1, 2025 (the "Effective Date").
RECITALS
A. Western Alaska Copper & Gold is the maker ("Maker) of and Joe Piekenbrock is the holder ("Holder") of that certain "Promissory Note" dated March 31, 2021, in the principal amount of three million, six hundred and ninety-eight thousand dollars ($3,698,000.00) (as amended, the "Original Note").
B. As of the date of this Eighth Amendment, the principal balance, including interest, of the Promissory Note is approximately $1,498,342.33
C. The interest rate of the Promissory Note was set at five percent (5.0%) commencing April 1, 2023 and shall accrue thereafter.
D. In the event that Maker's parent company, Alaska Silver Corp, closes a financing, a principal reduction payment equal to Six Percent (6%) of said financing, to be applied against the principal set forth in Recital (B) above, together with accrued interest on the outstanding principal balance of this Promissory Note, shall be due and payable upon closing of each such round.
E. Maker and Holder desire to amend the Promissory Note, effective as of the Effective Date, all as more fully set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Interest Rate. The "INTEREST RATE" section of the Promissory Note is amended and restated as follows:
INTEREST RATE. Commencing on November 1, 2025, interest shall accrue on the outstanding principal balance hereof at a rate equal to three and half per cent (3.5%) per annum.
2. Payments. The "PAYMENTS" section of the Promissory Note, as amended, is amended and restated as follows:
PAYMENTS. Maker shall make the following payments under this Promissory Note:
(i) monthly principal payments of $10,000.00 on the outstanding principal balance of this Promissory Note,
(ii) in the event that Maker's parent company, Alaska Silver Corp, closes a financing, a principal reduction payment equal to Six Percent (6%) of said financing to be applied against the principal set forth in Recital (B) above,
(iii) a payment of remaining balance and all accrued interest on the outstanding principal balance of this Promissory Note, due July 1, 2027.
2. Miscellaneous. If not defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Promissory Note. In the event of conflict between the terms hereof and the terms of the Promissory Note, the terms hereof shall control. Upon full execution hereof, this Amendment shall be appended to the Promissory Note and shall be considered a part thereof for all purposes.
3. Counterparts. This Eighth Amendment may be executed in counterparts. Any set of identical counterparts containing the signatures of all parties shall be deemed to constitute one instrument, and each such set of counterparts shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have executed this Eighth Amendment effective as of the date first set forth above.
| MAKER: | |
| Western Alaska Copper & Gold Company, an Alaska corporation |
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| By: /s/ Kit Marrs | |
| Kit Marrs, President | |
| HOLDER: | |
| /s/ Joe Piekenbrock | |
| Joe Piekenbrock |
NEWS RELEASE
ALASKA SILVER ANNOUNCES GRANT OF RSUs
TUCSON, ARIZONA, US - December 22, 2025 - Alaska Silver Corp. (the "Company" or "Alaska Silver") (TSXV: "WAM", Frankfurt: M17, OTCPK: WAMFF) announces that it has issued an aggregate of 68,334 restricted share units ("RSUs") to certain non-executive directors of the Company in accordance with the Company's director compensation policy. Each RSU entitles the holder to be issued one subordinate voting share of the Company on vesting. All of the RSUs will vest one year from the grant date.
In addition, the Company announces the amendment of the promissory note between the Company's 100% owned subsidiary Western Alaska Copper and Gold Company and Joe Piekenbrock, an officer of the Company. The terms were amended as follows: the interest rate was reduced from 5.0% to 3.5%, monthly payments are reduced from $25,000 to $10,000 and the maturity date in respect of the outstanding principal and interest payable is extended from December 1, 2026 to July 1, 2027.
About Alaska Silver
Alaska Silver is the pioneer of one of North America's major high-grade silver and critical minerals districts at the Illinois Creek (IC) Project in western Alaska. Anchored by the high-grade silver mineralization of the Waterpump Creek zone, 75 Moz @ 980 g/t AgEq (Inferred) 1,2, open to the north and south and the historic Illinois Creek mine, 525 Koz AuEq - 373 Koz @ 1.3 g/t AuEq (Indicated), 152 Koz @ 1.44 g/t AuEq (Inferred) 3,4, Alaska Silver's 100% owned carbonate replacement deposit shows significant exploration potential across its 8-km length. Located approximately 38 kilometers from the Yukon River, the region's marine highway, the claims of the IC project cover a 100% owned land package of 80,895 acres (126.36 sq miles or 32,337 hectares). Headquartered in both Alaska and Arizona, Alaska Silver brings together a team with a proven track record of large-scale mine discoveries.
1 Please refer to the NI 43-101 Technical Report titled "Illinois Creek Project Update, Illinois Creek Mining District, Western Alaska, USA" dated April 2, 2024 (effective date of February 20, 2024).
2 For Waterpump Creek, the formulas for AgEq are AgEq (g/t)= Ag (g/t) + 28.56 x Pb(%) + 37.12 x Zn(%) and assume metal prices of US$24/oz Ag, US$1.30/lb Zn, and US$ 1.00/lb Pb
3 Please refer to the NI 43-101 Technical Report titled "Illinois Creek Project Update" dated September 22, 2023 (effective date of May 22, 2023).
4 For Illinois Creek, AuEq values are based only on gold and silver values using metal prices of US$1,600/oz Au and US$20/oz Ag
Qualified Person
Patrick Donnelly P.Geo, Executive Vice President of Alaska Silver, is a Qualified Person under National Instrument 43-101, has reviewed and approved the scientific and technical information in this news release.
On behalf of the Company
"Kit Marrs"
Kit Marrs
President & CEO
Phone: 1-520-200-1667
For further information, please contact:
Patrick Donnelly,
Executive Vice President
Or visit our website at: www.alaskasilver.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this release.