MAGELLAN GOLD CORPORATION (OTCMKTS:MAGE) Files An 8-K Unregistered Sales of Equity SecuritiesITEM 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 Novmeber 1, 2017, the Board of Directors approved an Advertising Agreement (the “Agreement”) by and between the Company and Life Sciences Journeys, Inc. (“Life Sciences”). to the terms of the Agreement, the Company agreed to issue to Life Sciences, as its sole compensation, an aggregate of 3,000,000 shares of the Company’s restricted common stock.
b.The shares are being issued to Life Sciences 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 Life Sciences are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended.
c.The Company paid no fees or commissions in connection with the issuance of the Shares.
d.The sale of 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 Section 4(2) thereunder.
e.Not applicable.
f.Not applicable.