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

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

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.      Effective September 30, 2019, the Company authorized the issuance of an aggregate of 242,270 shares of Series A Convertible Preferred Stock having a stated value of $10.00 per shares (the “Series A Preferred”). The following is a summary of the rights and preferences of the Series A Preferred, which summary is qualified in its entirety by reference to the Certificate of Designations of Rights and Preferences (the “Certificate”) a copy of which is filed as Exhibit 4.1:

On October 4, 2019, Magellan Gold Corporation (the “Company”) issued a press release announcing an agreement (the "Agreement") with its primary secured creditors and largest shareholder to convert an aggregate of $2.45 million of outstanding debt obligations (including a secured line of credit, outstanding promissory notes and advances) into a newly-created series of Preferred Shares of the Company ("Preferred Shares"). The Preferred Shares will carry a $2.45 million liquidation preference, subject to adjustments, be convertible into common stock at $1.00 per share and bear a 10% annual dividend payable in kind at the option of the Company. The Agreement releases and reduces liens on certain assets of the Company and converts portions of both its secured and unsecured debt holdings to Preferred Shares to facilitate new financing arrangements for the Company. 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.

 

 
99.1 Press Release dated October 4, 2019


MAGELLAN GOLD Corp Exhibit
EX-4.1 2 magellangold_ex0401.htm CERTIFICATE OF DESIGNATIONS Exhibit 4.1   CERTIFICATE OF DESIGNATIONS,…
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