Alaska Silver Corp. (WAMFF) amends insider note and issues new RSUs

Rhea-AI Filing Summary

Alaska Silver Corp., through its subsidiary Western Alaska Copper and Gold Company, amended a promissory note originally issued in connection with its $3,698,000 purchase of Piek Incorporated. Effective November 1, 2025, the Eighth Amendment reduces the note’s interest rate from 5% to 3.5% per year, keeps monthly principal payments at $10,000, and moves the final maturity from December 1, 2026 to July 1, 2027, when all remaining principal and accrued interest become due. The note also continues to require an additional principal payment equal to 6% of any future financing rounds.

The company also granted 68,334 restricted stock units with an approximate grant date value of $54,000 to three non-executive directors who chose to receive their third- and fourth-quarter 2025 board fees in equity. Each RSU converts into one subordinate voting share after a one-year vesting period.

false 2025-12-17 0001893899 Alaska Silver Corp. 0001893899 2025-12-17 2025-12-17

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): December 17, 2025

ALASKA SILVER CORP.
(Exact name of registrant as specified in its charter)

British Columbia	333-290204	87-4818470
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1500-1111 West Hastings St,
Vancouver, British Columbia, Canada V6E 2J3
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (520) 200-1667

Not Applicable
(Former name or former address, if changed since last report)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, 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.

Exhibit No.		Description
10.1		Eighth Amendment to Promissory Note, dated as of December 17, 2025, by and between Western Alaska Copper & Gold Company and Joe Piekenbrock
10.2		News Release dated December 22, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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

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FAQ

What change did Alaska Silver Corp. (WAMFF) make to the Piek acquisition promissory note?

Western Alaska Copper and Gold Company, a subsidiary of Alaska Silver Corp., entered into an Eighth Amendment to the promissory note issued for the Piek Incorporated acquisition. Effective November 1, 2025, interest on the outstanding principal now accrues at 3.5% per annum instead of 5%, with monthly principal payments of $10,000 and the remaining principal and accrued interest due on July 1, 2027.

What is the size and purpose of the original Piek Incorporated transaction for Alaska Silver Corp. (WAMFF)?

On March 31, 2021, Western Alaska Copper and Gold Company acquired all issued and outstanding common shares of Piek Incorporated for a total purchase price of $3,698,000. The purchase price was satisfied by issuing a promissory note to Joe Piekenbrock, the company’s Chief Exploration Officer.

How does the financing round feature work in Alaska Silver Corp.’s amended note?

Under the amended promissory note, if Alaska Silver Corp. closes a financing round, the company must make a principal reduction payment equal to 6% of that financing. This payment is applied against the outstanding principal balance of the note, in addition to the regular monthly payments.

When does the amended promissory note held by Alaska Silver Corp.’s Chief Exploration Officer mature?

After the Eighth Amendment, the promissory note held by Chief Exploration Officer Joe Piekenbrock now has a final maturity date of July 1, 2027, when any remaining principal and all accrued interest are due.

What restricted stock units did Alaska Silver Corp. (WAMFF) grant to its directors in December 2025?

On December 19, 2025, Alaska Silver Corp. granted a total of 68,334 restricted stock units (RSUs) with an approximate grant date value of $54,000 to three non-executive directors. These RSUs represent board fees for the third and fourth quarters of 2025 and each RSU converts into one subordinate voting share after a one-year vesting period.

Why did Alaska Silver Corp. issue RSUs instead of cash to some directors?

Three non-executive directors elected to receive their annual board fees for the third and fourth quarters of 2025 in the form of restricted stock units instead of cash, in line with Alaska Silver Corp.’s director compensation policy that allows fees to be paid in equity.

Who is the holder of the amended promissory note related to Piek Incorporated?

The holder of the amended promissory note is Joe Piekenbrock, who serves as Alaska Silver Corp.’s Chief Exploration Officer. The note was issued as consideration for the acquisition of Piek Incorporated.