MAGELLAN GOLD CORPORATION (OTCMKTS:MAGE) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01
ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
Memorandum of Understanding
On March 3, 2017 Magellan Gold Corporation (the Company) signed a
Memorandum of Understanding by and among the Company and ROSE
PETROLEUM, plc and its wholly-owned subsidiary MINERALES VANE
S.A. de C.V. (VANE) (collectively
Rose) (the MOU). A copy of MOU
is filed herewith as Exhibit 10.1.
Under the terms of the MOU, in consideration of a non-refundable
$50,000 option payment, the Company has been granted a 90-day
option to purchase the SDA Mill, located in Nayarit, Mexico. The
option period can be extended for an additional 60 days with
another $100,000 payment. The extension payment will be credited
against the purchase price if the transaction closes. The
purchase price for the SDA Mill is $1.5 million, payable $1.0
million in cash and $500,000 in restricted common stock of
Magellan.
Consummation of the SDA Mill acquisition is subject to numerous
conditions, including the parties entering into a separate asset
purchase agreement, satisfactory due diligence, the Company
completing a financing, an audit of the mills financial
statements, regulatory approvals and other conditions customary
to transactions of this nature. There can be no assurance that
the purchase of the mill will be completed.
ITEM 7.01
REGULATION FD DISCLOSURE
On March 6, 2017 the Company issued a press release announcing
the MOU noted at Item 1.01 of this Report. A copy of the press
release is filed herewith as Exhibit 99.1.
The information in this Current Report on Form 8-K furnished 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 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 9.01
FINANCIAL STATEMENTS AND EXHIBITS
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Item |
Title |
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10.1 |
Memorandum of Understanding |
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99.1 |
Press Release |
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MAGELLAN GOLD CORPORATION (OTCMKTS:MAGE) Recent Trading Information
MAGELLAN GOLD CORPORATION (OTCMKTS:MAGE) closed its last trading session down -0.0001 at 0.0869 with shares trading hands.