Magellan Gold Sells 10M Shares to 01 Energy & Transportation for $100K
Ticker: MAGE · Form: 8-K · Filed: Jan 8, 2024 · CIK: 1515317
Complexity: simple
Sentiment: mixed
Topics: equity-sale, capital-raise, material-agreement, unregistered-securities
TL;DR
**Magellan Gold just sold 10M shares to 01 Energy & Transportation for $100K, bringing in cash and a new big investor.**
AI Summary
Magellan Gold Corporation entered into a material definitive agreement on November 8, 2023, issuing 10,000,000 shares of common stock to 01 Energy & Transportation for $100,000. This transaction, an unregistered sale of equity securities, resulted in 01 Energy & Transportation becoming a significant shareholder. For investors, this matters because it introduces a new major shareholder and provides the company with $100,000 in capital, which could impact future operations and stock dilution.
Why It Matters
This filing reveals a significant equity sale, bringing in new capital and a new major shareholder, which could influence the company's strategic direction and financial stability.
Risk Assessment
Risk Level: medium — The unregistered sale of a large block of shares could lead to dilution for existing shareholders, though it also provides capital.
Analyst Insight
A smart investor would monitor how Magellan Gold Corporation utilizes the $100,000 capital and observe any changes in corporate strategy or board composition that might result from 01 Energy & Transportation's new stake.
Key Numbers
- $100,000 — Proceeds from stock sale (New capital for Magellan Gold Corporation)
- 10,000,000 — Shares issued (Amount of common stock sold to 01 Energy & Transportation)
Key Players & Entities
- Magellan Gold Corporation (company) — registrant and issuer of shares
- 01 Energy & Transportation (company) — purchaser of common stock
- $100,000 (dollar_amount) — proceeds from the stock sale
- 10,000,000 (dollar_amount) — number of common shares issued
- November 8, 2023 (dollar_amount) — date of the earliest event reported
Forward-Looking Statements
- 01 Energy & Transportation will likely have a significant influence on Magellan Gold's future strategic decisions. (01 Energy & Transportation) — medium confidence, target: 2024-12-31
- The capital infusion of $100,000 will be used to fund ongoing operations or exploration activities. (Magellan Gold Corporation) — medium confidence, target: 2024-06-30
FAQ
What was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on November 8, 2023, which was the date Magellan Gold Corporation entered into a material definitive agreement.
Who purchased the equity securities from Magellan Gold Corporation?
01 Energy & Transportation purchased 10,000,000 shares of common stock from Magellan Gold Corporation.
How much money did Magellan Gold Corporation receive from the sale of equity securities?
Magellan Gold Corporation received $100,000 from the unregistered sale of 10,000,000 shares of common stock to 01 Energy & Transportation.
What type of agreement did Magellan Gold Corporation enter into on November 8, 2023?
Magellan Gold Corporation entered into a Material Definitive Agreement on November 8, 2023, which involved the unregistered sale of equity securities.
What is Magellan Gold Corporation's business address?
Magellan Gold Corporation's business address is 602 Cedar Street, Suite 205, Wallace, Idaho 83873.
Filing Stats: 1,600 words · 6 min read · ~5 pages · Grade level 10.1 · Accepted 2024-01-08 16:19:25
Key Financial Figures
- $200,000 — 021 in the original principal amount of $200,000 (the "Promissory Note") issued by the C
- $0.001 — he "Shares") of common stock, par value $0.001 per share (the "Common Stock"). The a
- $100,000 — t of the Promissory Note outstanding is $100,000. The Promissory Note bears interest at
Filing Documents
- magellan_8k.htm (8-K) — 36KB
- magellan_ex1001.htm (EX-10.1) — 26KB
- magellan_ex9901.htm (EX-99.1) — 13KB
- image_001.jpg (GRAPHIC) — 12KB
- 0001683168-24-000126.txt ( ) — 272KB
- mage-20231108_pre.xml (EX-101.PRE) — 22KB
- mage-20231108_lab.xml (EX-101.LAB) — 33KB
- mage-20231108.xsd (EX-101.SCH) — 3KB
- magellan_8k_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
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 th
02. Unregistered Sales of Equity Securities
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.
02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
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. 2 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 Of
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Agreement, dated as of December 29, 2023, by and between Magellan Gold Corporation and Gold Express Mines, Inc. 99.1 Press Release of Magellan Gold Corporation, dated January 8, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3
SIGNATURES
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 4