MAGELLAN GOLD CORPORATION (OTCMKTS:MAGE) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM 2.03CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBGLIATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

Effective July 26, 2018 the Company sold a 10% Convertible Promissory Note (“Note”) in the principal amount of $63,000 to an institutional investor for a purchase price equal to the principal amount of the Note. The Note was purchased to a Securities Purchase Agreement dated July 26, 2018 (the “SPA”). A copy of the Note and SPA are filed herewith as Exhibits 10.1 and 10.2 respectively.

ITEM 3.02UNREGISTERED SALE OF EQUITY SECURITIES

ITEM 7.01REGULATION FD DISCLOSURE

The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Magellan Gold Corporation, a Nevada corporation (the "Company"):

1a.(i) Effective July 24, 2018, the Company and W. Pierce Carson, President, executed an Agreement to Convert Debt, to which W. Pierce Carson agreed to convert $90,000 in accrued but unpaid executive compensation for the fiscal quarters ending December 31, 2017, March 31, 2018 and June 30, 2018 and a cash advance of $8,100 made to the Company into an aggregate of 4,905,000 shares of Common Stock, valued at $0.02 per share. A copy of the Agreement to Convert Debt is filed herewith as Exhibit 10.3.

(ii) Effective July 24, 2018, the Company and W. Pierce Carson executed a Restricted Stock Award Agreement to which the Company granted to Carson a restricted stock award consisting of 4,000,000 shares of Common Stock, valued at $0.02 per share. 1,000,000 of the shares will vest upon the Company completing a milestone, and the remaining 3,000,000 shares are subject to ratable vesting over an 18 month period as set forth in the Restricted Stock Award Agreement (the “RSAA”). A copy RSAA is filed herewith as Exhibit 10.4

(iii) Effective July 26, 2018 the Company sold a Convertible Note in the principal amount of $63,000 to an institutional investor. Details of the Note are set forth in Item 2.03 above.

b.(i)The shares issued under 1(a)(i) and (ii) above were issued to the President of the Company who qualifies as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act"). The shares issued will be “restricted securities” under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company’s customary restrictive legend.

(ii)The Note issued under 1(a)(iii) above was sold to one institutional investor who qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as amended (the "Securities Act").

c.The Company paid no fees or commissions in connection with the issuance of the

shares.

d.The securities issued under 1(a)(i) – (iii) above were issued without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Section 4(2) thereunder.

e.The terms of the conversion of debt are disclosed in Item 1.a above.

f.Not applicable.

MAGELLAN GOLD Corp Exhibit
EX-10.3 2 magellan_10ez3.htm AGREEMENT TO CONVERT DEBT AGREEMENT TO CONVERT DEBT      THIS AGREEMENT is made and entered into effective the 24TH day of July,…
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