MAGELLAN GOLD CORPORATION (OTCMKTS:MAGE) Files An 8-K Unregistered Sales of Equity Securities
ITEM 3.02

UNREGISTERED SALE OF EQUITY SECURITIES

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.On August 3, 2017 (the “Conversion Date”), the Company received a Notice of Conversion from Bright Star International, Inc. (“Bright Star”) that it had elected to convert $3,000, the remaining balance of the debt owed to Bright Star (the “Debt”) to a Cancellation of Debt in Exchange for Stock Agreement (the “Agreement”), into 3,000,000 shares (the “Shares”) of Common Stock (the “Bright Star Final Conversion”).

b.The shares are being issued to Bright Star in reliance upon the exemption from the registration requirements under the Securities Act of 1933 as amended (the "Securities Act") contained in Section 4(2) thereof. The shares issued to Bright Star are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended, but are eligible for immediate legend removal based upon the tacking provisions of Rule 144(d)(3) applicable to non-affiliates.

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

d.The conversion of the Debt into the shares of Common Stock was undertaken 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.Not applicable.

f.Not applicable.