Alaska Silver Corp 8-K, filed Nov 5, 2026
Alaska Silver Corp. (WAMFF)
About this 8-K
Alaska Silver Corp filed this 8-K on November 5, 2026, reporting on events of November 1, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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:
Securities registered pursuant to Section 12(b) of the Act: None
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 a Material Definitive Agreement.
As previously disclosed, on March 31, 2021, Alaska Silver USA Corp (formerly known as Western Alaska Copper and Gold Company) ("ASUSA"), 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 ASUSA 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 3.5% per annum and matures on July 1, 2027, with payments made as follows: (i) monthly payments of $10,000 on the outstanding principal balance due; (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; and (iii) payment of the remaining outstanding principal balance and all accrued interest on July 1, 2027.
On November 1, 2026, ASUSA entered into the Ninth Amendment to Promissory Note (the "Amendment") with the Holder, pursuant to which, effective November 1, 2026, payment of the remaining outstanding principal balance of the Promissory Note, together with all accrued interest, will be on July 1, 2028.
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in our periodic reports, on August 7, 2025, the Company entered into an agreement with Piek Exploration LLC ("Piek"), a company controlled by Joe Piekenbrock, the Company's Chief Exploration Officer, and through which Mr. Piekenbrock provides his services (the "2025 Consulting Agreement"). Under the 2025 Consulting Agreement, Piek provided services at a fixed rate of $3,000 per month.
On November 1, 2026, the Company and Piek entered into a new agreement revising the terms of the 2025 Consulting Agreement (the "2026 Consulting Agreement"). We agreed that, effective January 1, 2026, the fixed rate of $3,000 per month will be amended to an hourly rate of $200 per hour. The 2026 Consulting Agreement additionally provides that Mr. Piekenbrock may participate in the Company's Long-Term Incentive Plan. The 2026 Consulting Agreement supersedes the 2025 Consulting Agreement in its entirety.
The foregoing description of the 2026 Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the 2026 Consulting Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
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: November 5, 2026
ALASKA SILVER CORP.
By: ___/s/ Darren Morgans_________________________
Darren Morgans
Chief Financial Officer
NINTH AMENDMENT TO
PROMISSORY NOTE
THIS NINTH AMENDMENT TO PROMISSORY NOTE (this "Ninth Amendment") is entered into as of November 1, 2026, by and among Alaska Silver USA Corp (Formerly 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, 2026 (the "Effective Date").
RECITALS
A. Alaska Silver USA Corp. 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 Ninth Amendment, the principal balance, including interest, of the Promissory Note is approximately $1,073,471.
C. The interest rate of the Promissory Note was set at three and one half percent (3.5%) commencing November 1, 2025 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. 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, 2028.
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 Ninth 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 Ninth Amendment effective as of the date first set forth above.
MAKER:
Alaska Silver USA Corp,
an Alaska corporation
By: /s/ Kit Marrs
Kit Marrs, Executive Chair
HOLDER:
/s/ Joe Piekenbrock
Joe Piekenbrock
CONSULTING SERVICE AGREEMENT
This AGREEMENT is effective on the 1st day of January 2026.
BETWEEN:
Piek Exploration LLC, a Colorado limited liability company, 7853 Red Fox Drive, Evergreen, CO 80439 USA (hereinafter called the "Consultant").
AND:
Alaska Silver Corp, 3573 East Sunrise Drive, Suite 233, Tucson, AZ 85718, a BC, Canada corporation (hereinafter referred to as the 'Client'),
WHEREAS:
A. The Consultant has served as an officer of the Client since January 6, 2019, in the position of Chief Exploration Officer and has, since July 1, 2024, provided services as an independent contractor to the Client, under a consulting service agreement dated August 7, 2025.
B. The Consultant is forgoing the US$3,000 per month minimum that the Consultant was previously entitled to since January 1, 2026, under the consulting service agreement dated August 7, 2025, as the consulting service agreement dated August 7, 2025, is terminated and replaced by this consulting service agreement dated January 1, 2026.
C. The Client requires continuing services for corporate strategy and financing, and the Consultant represents that the Consultant is qualified and desires to continue to perform the services required by the Client as an independent consultant and not as an employee of the Client.
1. COMPENSATION AND EXPENSES
1.1 For the services rendered as described in this AGREEMENT, the Client shall pay the Consultant as follows:
2.1.1 For time and materials incurred by the Client at a rate of US$200 per hour.
2.1.2 The Company has a Long-Term Incentive Plan. All Stock Options are at the discretion of the Board are based on Individual and Company performance.
2.1.3 In addition and if applicable, travel expenses at cost, including lodging, meals, personal vehicle mileage, airfare, and other miscellaneous travel expenses related to the Client's business.
1.2 The Consultant shall submit an account of all charges and costs for services and work completed as set forth in this AGREEMENT on or about the first (1st) day of each month. Upon Client approval, the Client shall pay such accounts within thirty (30) days of approval thereof.
2. TERM AND TERMINATION
2.1 The terms of this AGREEMENT shall commence on the 1st day of January, 2026 and shall continue thereafter unless terminated by either party without cause by giving the other party 10 days' notice.
2.2 It is agreed by the parties hereto that if termination should occur without cause and while Consultant is in the field pursuant to this agreement, the Client shall be responsible to provide the Consultant reimbursement for all reasonable expenses to return him to Evergreen, Colorado.
3. NATURE OF THE RELATIONSHIP
3.1 The Consultant is not ultimately responsible to carry out or see through any change or take any action other than described in this AGREEMENT.
3.2 The Consultant shall perform the services as per the AGREEMENT in a professional and workmanlike manner, in alignment with industry tradecraft.
3.3 The Client shall not have any day-to-day direction or control over the services of Consultant or the work to be performed, except as specifically set forth in this AGREEMENT.
3.4 The Consultant shall have full responsibility for making any and all necessary USA based income tax, sales tax, social security, unemployment and other related tax payments and for filing all USA tax returns and forms required in connection therewith.
3.5 So long as the Consultant performs the services described above at the time and in the manner required by this AGREEMENT, the Consultant shall retain full rights to perform services and work for third parties (other clients) unrelated to this AGREEMENT.
3.6 The Consultant shall furnish all his own software, tools, materials, and other equipment necessary to perform the services described above.
3.7 The rights and obligations of the Consultant under this AGREEMENT may not be assigned without first receiving the prior written consent of the Client which consent shall not be unreasonably withheld.
4. CONFIDENTALITY
4.1 Information generated for the Client by the Consultant or transmitted to the Consultant by the Client will be treated as strictly confidential and will be considered proprietary by the Client.
4.2 The Consultant shall refrain from transmitting or in any way disclosing any such information to third parties without the express prior written consent of the Client.
4.3 If a dispute should arise between the parties hereto, and the information generated for the Client by the Consultant transmitted to the Consultant by the Client is necessary to resolve said dispute, the Client may not withhold their consent to disclose any such information.
5. INDEMNITY AND INSURANCE
5.1 The Consultant shall assume full responsibility for all injuries occurring to himself and for protecting himself by means of industrial, private, medical, and/or worker compensation insurance or otherwise as required by law. The Client shall provide immediate medical care for any injuries that the Consultant sustains while performing duties at any of the Client's exploration camps, or any other international location while on business pertaining to the Client.
5.2 The Consultant shall indemnify and save the Client harmless from and against any and all claims, demands, actions, causes of actions, losses, damages, cost, liabilities and expenses (including reasonable legal fees and costs) of whatever kind or character (hereinafter collectively defined as the "damages") on account of any actual or alleged loss, injury or damage to any person (including death) which result directly from the Consultant's *gross negligence in performing the services pursuant to the agreement.
5.3 The Client shall defend, indemnify, and save the Consultant harmless from and against damages on account of any actual or alleged loss, injury, or damage to any person or to property which result directly out of or in connection with the services performed by the Consultant pursuant to the Agreement or which result directly from the negligence of the Client, save and except damages which result directly from the *gross negligence of the Consultant.
*Gross negligence, as used herein is want of even slight care, which would raise belief that the act or omission complained of was the result of a conscious indifference to the rights and welfare of persons affected by it.
This AGREEMENT, consisting of this and the preceding three (3) pages, is the entire AGREEMENT of the parties hereto and may not be modified in its terms unless agreed to, in writing, and signed by the parties.
The terms and conditions of the foregoing AGREEMENT are accepted and approved by the Consultant and the Client on November 1, 2026, but effective January 1, 2026.
| /s/ Joe Piekenbrock | /s/ Kit Marrs | |
| Consultant | Client | |
| Joe Piekenbrock, Manager Piek Exploration LLC |
Kit Marrs, Executive Chair Alaska Silver Corp |