UNITED STATES

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):  August 16, 2017

 

 

MAGELLAN GOLD CORPORATION
(Exact Name of Registrant as Specified in its Charter)

 

 

       Nevada       

       _333-174287         

    27-3566922    

(State or other jurisdiction
of incorporation)

Commission File
Number

(I.R.S. Employer Identification number)

 

 

2010A Harbison Drive # 312, Vacaville, CA  95687
(Address of principal executive offices)                    (Zip Code)

 

Registrant's telephone number, including area code:   (707) 884-3766

______________________________________________________

(Former name or former address, if changed since last report)

 

 

___

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

 

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[ X ] 

 

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 7.01REGULATION FD DISCLOSURE 

 

On August 16, 2017 the Company issued a press release announcing it has arranged $900,000 in irrevocable bridge loans in support of its option to purchase the SDA Mill located in the State of Nayarit, Mexico, from Rose Petroleum plc (“Rose”). The bridge loans are sufficient to complete the cash component of the purchase price and have the effect of extending the purchase option until closing of the transaction. As announced August 1, 2017, in order to extend the option, the Company had the obligation to secure the bridge loans on or before August 15, 2017. Total consideration for the purchase is US$1.5 million, consisting of $1.0 million in cash and $500,000 in Magellan stock, of which $100,000 in cash already has been paid. A copy of the press release is filed herewith as Exhibit 99.1.

 

The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section, and they shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and furnishing this information pursuant to Item 7.01, The Company makes no admission as to the materiality of any information in this Current Report on Form 8-K, including Exhibit 99.1, that is required to be disclosed solely by Regulation FD.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS 

 

 

Item

Title

 

 

99.1

Press Release

 

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:  August 16, 2017

By:  /s/ W. Pierce Carson

       W. Pierce Carson, President


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