Magellan Gold Enters Material Definitive Agreement

Ticker: MAGE · Form: 8-K · Filed: Jan 11, 2024 · CIK: 1515317

Complexity: simple

Sentiment: neutral

Topics: material-agreement, corporate-action

TL;DR

**Magellan Gold just signed a big deal, details pending, could be a game-changer.**

AI Summary

Magellan Gold Corporation filed an 8-K on January 11, 2024, reporting an "Entry into a Material Definitive Agreement" on January 7, 2024. This filing indicates a significant new contract or partnership for the company, which could impact its future operations and financial performance. For investors, this matters because material agreements often signal a change in strategy, potential for new revenue streams, or significant operational shifts, which could affect the stock's valuation.

Why It Matters

This filing signals a potentially significant business development for Magellan Gold, which could lead to new opportunities or changes in its operational structure. Investors should monitor for details of this agreement to assess its impact on the company's future prospects.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but lacks specific details, creating uncertainty about its nature and potential impact, thus posing a medium risk.

Analyst Insight

Investors should await further disclosures from Magellan Gold Corporation regarding the specifics of this material agreement before making any investment decisions, as the current filing lacks sufficient detail to assess its impact.

Key Players & Entities

Forward-Looking Statements

FAQ

What was the specific nature of the "Material Definitive Agreement" entered into by Magellan Gold Corporation?

The filing only states that Magellan Gold Corporation entered into a "Material Definitive Agreement" on January 7, 2024, but does not provide specific details about the nature of the agreement, such as the parties involved, terms, or purpose.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 7, 2024, which is the date Magellan Gold Corporation entered into the Material Definitive Agreement.

What is Magellan Gold Corporation's primary business according to the filing?

Magellan Gold Corporation's Standard Industrial Classification (SIC) is 'METAL MINING [1000]', indicating its primary business is in metal mining.

Is Magellan Gold Corporation considered an emerging growth company?

Yes, the filing indicates with a checkmark that Magellan Gold Corporation is an 'Emerging growth company' as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

What is the business address of Magellan Gold Corporation?

The business address of Magellan Gold Corporation is 602 Cedar Street, Suite 205, Wallace, Idaho, 83873.

Filing Stats: 1,140 words · 5 min read · ~4 pages · Grade level 16.5 · Accepted 2024-01-11 15:39:04

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement . On January 7, 2024, Magellan Gold Corporation, a Nevada corporation (the "Company"), entered into a purchase agreement (the "Purchase Agreement") with Gold Express Mines, Inc., a Nevada corporation ("GEM"), pursuant to which, among other things (i) the Company agreed to purchase certain mineral assets owned and controlled by GEM for a purchase price equal to 5,500,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"); and (ii) GEM agreed to assign to the Company a certain lease for mineral properties (the "Cuprum Lease") for a purchase price of 500,000 shares of Common Stock (collectively, the "Transactions"). The Purchase Agreement contains representations, warranties and covenants customary for a transaction of this size and nature. The Company expects the closing of the Transactions to occur no later than January 31, 2024, subject to certain closing conditions, including, but not limited to, (i) GEM delivering a quitclaim deed transferring the unpatented mining claims; and (ii) GEM receiving all required consents to transfer Cuprum Lease. The foregoing description of the Purchase Agreement is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by reference, to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Purchase Agreement contains representations and warranties made by the parties as of specific dates and solely for their benefit. The representations and warranties reflect negotiations between the parties and are not intended as statements of fact to be relied upon by the Company's shareholders or any other person or entity other than the parties to the Purchase Agreement and, in certain cases, represent allocation decisions among the parties and are modified or qualified by correspondence or confidential disclosures made between the parties in connec

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Purchase Agreement, dated January 7, 2024, by and between Magellan Gold Corporation and Gold Express Mines, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward Looking Statements

Forward Looking Statements Except for the historical matters contained herein, Litigation Reform Act of 1995. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that may cause actual results, trends, performance or achievements of the Company, or industry trends and results, to differ from the future results, trends, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, those relating to the proposed Transactions described in this Current Report on Form 8-K, including that the potential benefits of the proposed Transactions may not be realized to the extent anticipated or at all, integration risks, and the risk that the conditions to closing the proposed Transactions may not be satisfied and that the proposed Transactions may not otherwise be consummated when expected, in accordance with the contemplated terms, or at all, and the risks related to the Company's operations, results, financial condition and growth strategy. Reference is also made to other economic, competitive, governmental, technological and other risks and factors discussed in the Company's filings with the SEC, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on July 17, 2023, as amended by its Annual Report on Form 10-K/A for the year ended December 31, 2022 filed with the SEC on July 18, 2023. Many of these risks and factors are beyond the Company's control. In addition, past performance and perceived trends may not be indicative of future results. The Company cautions that the foregoing factors are not exclusive. Any forward-looking

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 11, 2024 By: /s/ Michael Lavigne Name: Michael Lavigne Title: Chief Executive Officer 3

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