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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):
November 8, 2023
Magellan
Gold Corporation
(Exact Name of Registrant as Specified in its Charter)
| Nevada |
|
000-54658 |
|
27-3566922 |
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification number) |
602
Cedar Street, Suite 205
Wallace, Idaho |
|
83873 |
| (Address of principal executive offices) |
|
(Zip
Code) |
(208) 556-1600
(Registrant's telephone
number, including area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K 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 |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each Class |
Trading Symbol |
Name of each exchange on which registered |
| N/A |
N/A |
N/A |
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. |
On December 29, 2023, Magellan
Gold Corporation, a Nevada corporation (the “Company”), entered into an agreement (the “Agreement”) with Gold
Express Mines, Inc., a Nevada corporation (“GEM”), pursuant to which, among other things (i) the Company consented to the
assignment by AJB Capital Investments LLC, a Delaware limited liability company (“AJB”), of all of AJB’s right, title,
obligation, liability and interest in, to and under that certain Promissory Note, dated February 2021 in the original principal amount
of $200,000 (the “Promissory Note”) issued by the Company to AJB; (ii) the Company represented that it has taken all necessary
corporate action to accept the resignations of Mark Rodenbeck and Deepak Maholtra as members of the board of directors (the “Board”)
of the Company and appoint John P. Ryan, President, Chief Executive Officer and a director of GEM, and Howard Crosby, a director of GEM,
to the Board; (iii) the Company agreed that at any time prior to December 29, 2026, if GEM provides notice to the Company to designate
a person to serve as a member of the board of directors of the Company, the Company will use its reasonable best efforts to elect such
person to the board of directors of the Company as promptly as practicable following receipt of such notice; and (iv) the Company issued
to GEM 250,000 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”).
The aggregate
principal amount of the Promissory Note outstanding is $100,000. The Promissory Note bears interest at a rate of 10% per annum.
The unpaid principal amount of the Promissory Note is convertible into shares of the Company’s common stock at the conversion price.
The conversion price shall be the less of 90% of the lowest trading price during the previous twenty (20) trading day period ending on
the issuance date, or during the previous twenty (20) trading day period ending on date of conversion of this note. The Promissory Note
is past due and payable.
As of the
date of this Current Report on Form 8-K, and giving effect to recent contractual commitments, GEM beneficially owns 12,250,000 shares
of Common Stock of the Company, representing 47.4 % of the issued and outstanding shares.
The foregoing
description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy
of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information set
forth in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Shares is incorporated by reference into
this Item 3.02.
The
Company issued the Shares under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or
Rule 506 of Regulation D promulgated under the Securities Act, in a transaction not requiring registration under Section 5 of the
Securities Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
The information set forth
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
On November 8, 2023, Mark
Rodenbeck notified the Company of his resignation as a member of the Board, effective November 8, 2023. In connection with Mr. Rodenbeck’s
resignation, he did not express any disagreement on any matter relating to the Company’s operations, policies or practices.
On November 29, 2023,
Deepak Malhotra notified the Company of his resignation as a member of the Board, effective November
29, 2023. In connection with Mr. Malhotra’s resignation, he did not express any disagreement on any matter relating to the Company’s
operations, policies or practices.
Effective December 27,
2023, the Board set the number of directors on the Board at four.
Effective December 27,
2023, in connection with the Agreement, the Board appointed each of John P. Ryan and Howard Crosby as a member of the Board. Additionally,
effective December 27, 2023, the Board appointed Mr. Ryan as the Company’s Chief Financial Officer and Treasurer.
No family relationships exist
between either Messrs. Ryan or Crosby and any of the Company’s directors or other executive officers.
Mr. Ryan will not
at this time receive any compensation at this time for serving as the Company’s Chief Financial Officer and neither Mr. Ryan nor
Mr, Crosby will receive any compensation at this time for serving as a director of the Company.
Mr. Ryan, age 61, has served
as Vice President of Corporate Affairs of Key Mining Corp., an exploration stage mining company, since April 2023 and as its Corporate
Secretary since May 2021. Since December 2021, Mr. Ryan has served as a Vice President and Director of LGX Energy, Inc.,
an oil and gas exploration company. Since June 2020, Mr. Ryan has served as the Chief Executive Officer and Chairman of the
board of directors of GEM, a multi-commodity mining company focused on the discovery, development and production of precious and
base metal assets. Since September 2013, Mr. Ryan has served as Chief Executive Officer of Premium Exploration, Inc., which filed
for bankruptcy protection in August 2015. From November 2016 to September 2020, Mr. Ryan served as a director of Bunker
Hill Mining Corp., a development stage mining company, and for a portion of that time Mr. Ryan also served as Interim CEO. Mr. Ryan
obtained his bachelor of science degree in mining engineering from the University of Idaho in 1985, and his juris doctor from Boston College
Law School in 1992.
Mr. Crosby, age 71, has served
as a member of the board of directors of Key Mining Corp., an exploration stage mining company, since May 2021. Mr. Crosby founded
LGX Energy Corp., an oil and gas exploration company, and since December 2021 has served as its Chief Executive Officer. Since 2000,
Mr. Crosby has served as the President of Crosby Enterprises, a consulting firm focused on the natural resources space including
oil, gas, and mining. Since September 2020, Mr. Crosby has served as Vice President and director of GEM, a multi-commodity mining
company focused on the discovery, development and production of precious and base metal assets, and since October 2014 has served
as the Chairman of the board of Desert Hawk Gold Corp., a gold mining company. From 2005 to 2016, Mr. Crosby served as a director
of White Mountain Titanium Corp., a titanium company and a company he founded. From 2015 to 2018, Mr. Crosby served as director of
Bunker Hill Mining Corp., a mining company and from 2015 to 2018, he served as a director of U.S. Silver Corporation, a mining company
producing silver, lead and zinc. From 2000 to 2006, Mr. Crosby served as a director of High Plains Uranium, Inc., a minerals company,
and from 2000 to 2005, he served as the Chief Executive Officer of Cadence Resources Corp., a natural resources company. Mr. Crosby
obtained his bachelor’s degree in history from the University of Idaho in 1975.
A
copy of the Company’s press release announcing Mr. Ryan’s appointment as Chief Financial Officer and Messrs. Ryan’s
and Crosby’s appointment to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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 thereunto duly authorized.
| |
MAGELLAN GOLD CORPORATION
|
| |
|
|
| |
|
|
| Date: January 8, 2024 |
By: |
/s/ Michael Lavigne |
| |
Name: |
Michael Lavigne |
| |
Title: |
Chief Executive Officer |
Exhibit 10.1
AGREEMENT
This AGREEMENT (this “Agreement”),
dated as of December 29, 2023 (the “Effective Date”), is entered into by and among Magellan
Gold Corporation, a Nevada corporation (the “Company”), and Gold Express Mines, Inc., a Nevada corporation (“GEM”).
Each of the Company and GEM are referred to herein as, a “Party” and, collectively as, the “Parties.”
Whereas,
GEM and AJB Capital Investments LLC, a Delaware limited liability company (“AJB”), are simultaneously entering
into that certain Assignment and Assumption Agreement (the “Assignment and Assumption”); and
Whereas,
in connection with the execution and delivery of the Assignment and Assumption, the Parties desire to enter into this Agreement.
Now,
Therefore, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto agree as set forth in this Agreement.
1.Consent
and Acknowledgement of Rights. The Company acknowledges and agrees that
effective as of the Effective Date, (i) the Company hereby consents to the assignment of all of AJB’s right, title, obligation,
liability and interest in, to and under the Note as defined in the Assignment and Assumption) and the Debt (as defined in the Assignment
and Assumption), except for the Reset Right (as defined in the Assignment and Assumption) to GEM, (ii) all
obligations of the Company under the Note and Debt other than the Reset Right are validly assigned to Assignee, constitute valid and existing
debt obligations of the Company, (iii) the Company has no defenses to its obligations to pay its obligations under
the Note and Debt, and (iv) the Company has no right to any offset or other deduction
from its obligations under the Note and Debt.
2.Share
Issuance. On the date hereof, as consideration for assignment of that certain promissory note pursuant to the Assignment and Assumption,
and the restructuring of the Company’s debt, the Company shall issue to GEM, 250,000 shares of its common stock, par value $0.001
per share.
4.Board
of Directors. The Company has taken all necessary corporate action to (i) accept the resignations of Mark Roden Rodenbeck and
Deepak Maholtra as members of the board of directors of the Company, and (ii) elect John P. Ryan, President and Chief Executive Officer
of GEM, and Howard Crosby, a director of GEM, to the board of directors of the Company, in each case, effective as of the Effective Date.
5.Board
Designee. At any time prior to the three-year anniversary of the date hereof, GEM may provide written notice (the “Notice”)
to the board of directors of the Company to designate a person (the “Designee”) to serve as a member of the board of
directors of the Company. The Company shall use is best efforts to elect the Designee to the board of directors of the Company as promptly
as practicable following receipt of the Notice.
6. Miscellaneous.
(a)
Further Assurances; Additional Actions and Documents. Each Party shall take or cause to be taken such further actions, and
shall execute, deliver, and file or cause to be executed, delivered, and filed such further documents and instruments, as another Party
may reasonably request in order to effectuate more fully the purposes, intent, terms, and conditions of this Agreement.
(b)
Entire Agreement; Modification; Benefit; Assignment.
| (i) | This Agreement constitutes the entire agreement of the Parties with respect to the matters contemplated
herein and supersedes all prior oral and written agreements with respect to such matters. |
| | | |
| (ii) | This Agreement may not be amended or otherwise modified except by written instrument executed by the Parties. |
| | | |
| (iii) | It is the explicit intention of the Parties that no person other than the Parties is or shall be entitled
to bring any action to enforce any provision of this Agreement against a Party, and that the covenants, undertakings, and agreements set
forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the Parties or their respective successors
and permitted assigns. |
| | | |
| (iv) | This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors
and permitted assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by a Party
without prior written consent of the other Parties hereto, which consent shall not be unreasonably withheld, conditioned, or delayed,
and no additional monetary consideration shall be exacted for such consent so long as the intended assignee assumes in writing the obligations
of the assignor hereunder. |
(c)
Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively
given: (i) upon personal delivery to the Party to be notified, (ii) when sent by confirmed electronic mail if sent during normal
business hours of the recipient; if not, then on the next business day, (iii) five (5) days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective
parties at the addresses set forth below:
If to the Company:
Magellan Gold Corporation
602 Cesar Street, Suite 205
Wallace, Idaho 83873
Attention: Mike Lavigne
Email: mike.lavigne@comcast.net
If to GEM:
Gold Express Mines, Inc.
6 1/2 North 2nd Ave., Suite 201
Walla Walla, WA 99362
Attention: John P. Ryan
Email: jr@goldexpressmines.com
Each Party shall have the right to change the place
to which notices shall be sent or delivered or to specify additional addresses to which copies of notices may be sent, in either case
by similar notice sent or delivered in like manner to the other Party.
(d)
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable
to a contract executed and performed in such State without giving effect to the conflicts of laws principles thereof, which would result
in the applicability of the laws of another jurisdiction.
(e)
Severability. If any part of any provision of this Agreement or any other agreement, document, or writing entered into or
given pursuant to or in connection with this Agreement shall be invalid or unenforceable under applicable law, said part shall be ineffective
to the extent of such invalidity or unenforceability only, without in any way affecting the remaining parts of said provision or the remaining
provisions of this Agreement or such agreement, document, or writing. Upon any determination that any such provision is invalid or unenforceable,
the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible
in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
(f)
Waiver. Neither the waiver by any Party of a breach of any of the provisions of this Agreement, nor the failure of any Party,
on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter
be construed as a waiver of any subsequent breach of a similar nature, or as a waiver of any of such provisions, rights, or privileges
hereunder.
(g)
Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall
not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction, or
scope of any of the provisions hereof.
(h)
Counterparts. This Agreement may be executed in separate counterparts, each of which will be deemed an original, but all
of which together will constitute one and the same instrument. Delivery of an executed signature page to this Agreement by facsimile or
other electronic transmission (including in Adobe PDF format) will be effective as delivery of a manually executed counterpart to this
Amendment.
(i)
Joint Effort. Preparation of this Agreement has been a joint effort of the Parties and the resulting document shall not
be construed more severely against one Party than against another Party.
[Signature Pages to Follow]
IN WITNESS WHEREOF, this Agreement
has been duly executed and delivered by a duly authorized officer of each Party hereto as of the date first above written.
MAGELLAN GOLD CORPORATION
By: /s/ Michael Lavigne
Name: Michael
Lavigne
Title: Chief
Executive Officer
GOLD EXPRESS MINES, INC.
By: /s/ John Ryan
Name: John Ryan
Title: Chief
Executive Officer
Exhibit 99.1
January 8, 2024
Magellan Announces
Note Restructuring and Changes to Its Board of Directors
Wallace, Idaho – January 8, 2024 –
Magellan Gold Corporation (OTC Pink: MAGE) (“Magellan” or the “Company”), is pleased to announce that the
Company has entered into a certain agreements with AJB Capital Investments LLC (“ABJ”) and Gold Express Mines, Inc.
(“GEM”) pursuant to which AJB assigned to GEM all of ABJ’s right, title,
obligation, liability and interest in that certain Promissory Note, dated February 2021 (the “Promissory Note”), issued by
the Company to AJB.
The aggregate
principal amount of the Promissory Note outstanding is $100,000. The Promissory Note is now payable to GEM.
Pursuant
to developing a new strategy, the Company has accepted the resignations of Mr. Mark Rodenbeck and Mr. Deepak Maholtra as members of the
board of directors of the Company, and has appointed John P. Ryan, and Howard M. Crosby as new members of the board of directors. Mr.
Ryan will also serve as the Chief Financial Officer of the Company. Both Mr. Ryan and Mr. Crosby also serve as Officers and Directors
of GEM.
The Company
thanks Mr. Rodenback and Mr. Malhotra for their time and expertise in serving the Company in the past several years.
Since June 2020, Mr. Ryan has served
as the Chief Executive Officer and Chairman of the board of directors of GEM, a multi-commodity mining company focused on the discovery
and development of precious and base metal assets. Mr. Ryan also serves as the Vice President of Corporate Affairs of Key Mining Corp.,
an exploration stage mining company and as its Corporate Secretary. From November 2016 to September 2020, Mr. Ryan served
as a director and Interim CEO of Bunker Hill Mining Corp., a development stage mining company focused on a restart of the Bunker Hill
Mine in North Idaho. Mr. Ryan has founded and served as an Officer and Director of many natural resource companies which have gone on
to senior listings in the United States, Canada, and other listing venues. Mr. Ryan obtained his Bachelor of Science degree in mining
engineering from the University of Idaho and his juris doctor from Boston College Law School.
Since June 2020 Mr. Crosby has served as Vice President and Director
of GEM. Mr. Crosby also serves as a Director of Key Mining Corp., a Company focused on the development of mining assets in Chile. Since
October 2014, Mr. Crosby has served as the Chairman of the Board of Desert Hawk Gold Corp., a gold mining company with a permitted
gold asset in Utah. From 2005 to 2016, Mr. Crosby served as a director of White Mountain Titanium Corp. From 2015 to 2018, Mr. Crosby
served as a director of Bunker Hill Mining Corp. Over his thirty-year career Mr. Crosby has founded and served as an Officer and Director
of numerous mining and energy companies, several of which achieved senior listings in the United States.
About Magellan Gold Corporation
Magellan Gold Corporation (MAGE) is focused
on the exploration and development of precious and base metals assets, primarily in the State of Idaho. Further details of the plans for
the Company will be forthcoming in future press releases.
Please also visit our website at www.magellangoldcorp.com.
Forward Looking Statements
This press release contains forward-looking
statements. All statements contained in this press release, other than statements of historical facts or statements that relate to present
facts or current conditions, including but not limited to, statements regarding our cash and financial resources and our clinical development
plans, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that
may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements
expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,”
“might,” “will,” “should,” “expect,” “plan,” “aim,” “seek,”
“anticipate,” “could,” “intend,” “target,” “project,” “contemplate,”
“believe,” “estimate,” “predict,” “forecast,” “potential” or “continue”
or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations
and projections about future events and financial trends that we believe may affect our business, financial condition, and results of
operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties
and assumptions, some of which cannot be predicted or quantified and some of which are beyond our control. Factors that may cause actual
results to differ materially from current expectations include, but are not limited to: competition, our ability to grow and manage growth,
retain our management and key employees; changes in applicable laws or regulations; the possibility that the we may be adversely affected
by other economic, business or competitive factors; our estimates of expenses and profitability; the evolution of the markets in which
we compete; our ability to implement our strategic initiatives; and the risks and uncertainties described in the “Risk Factors”
section of our most recent filings with the Securities and Exchange Commission, available at www.sec.gov. You should not rely
on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements
may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover,
we operate in a dynamic industry and economy. New risk factors and uncertainties may emerge from time to time, and it is not possible
for management to predict all risk factors and uncertainties that we may face. Except as required by applicable law, we do not plan to
publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events,
changed circumstances or otherwise.
Contacts:
Magellan Gold Corporation
Mike Lavigne, CEO
mblavigne@magellangoldcorp.com
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
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|
Magellan Gold (PK) (USOTC:MAGE)
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