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"):

1.a.Effective October 26, 2017, the Company granted stock options to the Company’s 2017 Equity Incentive Plan. The Company granted options exercisable to purchase an aggregate of 3,600,000 shares having an exercise price of $.04 per share. The options have a term of ten years from the date of grant and are immediately exercisble on the date of grant.

b.The Securities were issued to four (4) persons. The options issued were “restricted securities” under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company’s customary restrictive legend.

c.N/A.

d.The sale of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Rule 701 thereunder. In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer.

e.See paragraph 1(a) above

f.There were no proceeds.

2.a.Effective October 26, 2017, the Company issued 4,000,000 shares of common stock to a restricted stock award.

b.The Securities were issued to one (1) person. The shares issued were “restricted securities” under the Securities Act of 1933, as amended and the certificate evidencing same bears the Company’s customary restrictive legend.

c.N/A.

d.The sale of the Securities was undertaken without registration under the Securities Act in reliance upon an exemption from the registration requirements of the Securities Act set forth in Rule 701 thereunder. In addition, the Securities, which were taken for investment purposes and not for resale, were subject to restrictions on transfer.

e.See paragraph 1(a) above

f.There were no proceeds.

Certificate of Amendment

On October 24, 2017, the Company filed a Certificate of Amendment to Articles of Incorporation with the Secretary of State of the State of Nevada to increase the number of authorized shares of the Company to 1,000,000,000 shares of common stock and 25,000,000 shares of preferred stock. A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

MAGELLAN GOLD Corp Exhibit
EX-3.1 2 magellan_10ez1.htm CERTIFICATE OF AMENDMENT         BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City,…
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