Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 25, 2018, Northsight Capital, Inc. (the “Company”) borrowed $58,000 from a third-party pursuant to a convertible promissory note. The note bears interest at 10% annually and matures on or about September 25, 2019.

Repayment of the note is subject to acceleration in the following circumstances:

 In the event of a breach of the Note, including the repayment provisions 

 if a bankruptcy or similar proceeding for the benefit of our creditors is instituted against the Company 

 if the Company’s common stock is no longer quoted in the OTC market 

 if the Company fails to comply with its SEC reporting obligations 

 if the Company ceases operations 

 if the Company restates its financial statements and it has a material adverse effect on the holder of the Note 

In the event of a default under the Note, the Company is required to pay an amount equal to 150% of the amount due under the Note (principal, interest, penalties, costs, etc.); provided that if the Company’s default relates to the conversion provisions of the Note, the Company is required to pay an amount equal to 200% of the amount due under the Note (principal, interest, penalties, costs, etc.).

The Note is convertible into Company common stock, commencing 6 months after the issue date, at a variable conversion price equal to a 39% discount to the market price of the common stock (as defined).

The note may be prepaid at any time during the 180 day period following issuance, subject to payment of a variable premium ranging between 12% to 37% for redemptions between 30 and 180 days after the issuance date. After 180 days, the Note may not be prepaid.