false
0001515317
0001515317
2024-01-16
2024-01-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 16, 2024
Magellan
Gold Corporation
(Exact Name of Registrant as Specified in its Charter)
Nevada |
|
000-54658 |
|
27-3566922 |
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification number) |
602
Cedar Street, Suite 205
Wallace, Idaho |
|
83873 |
(Address of principal executive offices) |
|
(Zip
Code) |
(208) 556-1600
(Registrant's telephone
number, including area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each Class |
Trading Symbol |
Name of each exchange on which registered |
N/A |
N/A |
N/A |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On January 16, 2024, Magellan
Gold Corporation, a Nevada corporation (the “Company”), issued a press release announcing that it had entered into a purchase
agreement with Gold Express Mines, Inc., a Nevada corporation (“GEM”), pursuant to which, among other things (i) the Company
agreed to purchase certain mineral assets owned and controlled by GEM for a purchase price equal to 5,500,000 shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”); and (ii) GEM agreed to assign to the Company a certain lease
for mineral properties for a purchase price of 500,000 shares of Common Stock. The Company’s press release is filed as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
MAGELLAN GOLD CORPORATION
|
|
|
|
|
|
|
Date: January 19, 2024 |
By: |
/s/ Michael Lavigne |
|
Name: |
Michael Lavigne |
|
Title: |
Chief Executive Officer |
Exhibit 99.1
January 16, 2024
Magellan Gold
Announces Purchase of Copper Assets from Gold Express Mines, Inc.
Wallace, Idaho – January 16, 2024 –
Magellan Gold Corporation (OTCQB: MAGE) (“Magellan” or the “Company”), is pleased to announce that the
company has entered into an agreement with Gold Express Mines, Inc. for the purchase of three copper-focused properties, two of which
are in Idaho, and one in Arizona.
The Copper Cliff Property, in Adams County,
Idaho, is located about nine miles north of the town of Cuprum, Idaho. The project encompasses 71 unpatented mining claims, and an associated
lease on patented mining claims comprising the historic Copper Cliff Mine. This open pit mine produced significant tonnages in the 1970's
and 1980's, totaling 876,929 tons of ore, yielding 11 ounces of gold, 349,073 ounces of silver, and 12,547,883 pounds of copper. The property
was mined by open pit and underground methods.
The deposit consists of stratiform and stratabound
disseminated copper minerals in iron-rich metamorphosed volcanic rocks of the Seven Devils Group. Ore minerals include bornite, chalcopyrite,
chalcocite, malachite, chrysocolla, and azurite. The deposits appear to be volcanogenic, with some remobilization of the sulfides during
regional metamorphism and shearing of the host rocks.
The Company believes extensions of this historically
mined resource may exist at depth and along strike. The company work plans for the 2024 field season will likely include IP geophysics,
soil sampling, and possibly drilling.
The Blue Jacket Property in Idaho County,
Idaho is located near Lucille, Idaho in the Crooks Corral Mining District, and part of the Nez Perce Forest. The project consists of 79
unpatented claims which are staked adjacent to and around a group of patented claims comprising the historic Blue Jacket Mine. This historic
mine is held privately and is not part of the Company land package. The Blue Jacket Mine produced intermittently in the late 1800's to
early 1900's with the last records of substantial work date from 1918. The crosscut and drift workings described in historic reports total
about 2000 to 2500 feet.
Reports indicate that around 1917-18 an 865-foot
tunnel was driven at the canyon level of Kirkwood Creek to intersect mineralization at a lower elevation. Importantly, sampling from the
tunnel walls intersected altered quartz porphyry which was copper mineralized.
Recent sampling on the unpatented claims of the
Company taken in the fall of 2022 has revealed several highly anomalous copper results along with other elements. Two oxidized copper
mineralized showings which were found during claim staking were examined and sampled. Both are located on the steep, south-facing slope
of a ridge south of Kirkwood Creek drainage, and approximately an airline kilometer southeast of the historic Blue Jacket Mine.
One of the samples was taken from a four-meter
length prospector pit which exposed quartz veining hosted by andesitic, clayey, siltstone with a strong chloritic, foliation fabric. The
quartz vein and sericitic alteration envelope strike N60W and dips 65° northeast, cutting across the metamorphic foliation which strikes
N60°E and dips 70° to the southeast. At the northwest end of the pit, the width of the mineralized zone is two meters and gradually
pinches out in a southeast direction. The single sample of vein and wall rock collected was comprised of oxide-copper (malachite) which
assayed 5.04% copper, 171 ppm silver with anomalous gold, lead and zinc. Of note, the sample also ran anomalous molybdenum (321 ppm) suggesting
the vein is porphyry copper related.
The second prospect sampled is a shallow excavation
along a north-northeast trending, steeply dipping quartz vein with colorful oxide-copper (malachite, tenorite). The vein is approximately
five centimeters in width. Relict chalcopyrite was also noted. Assay results on the one grab sample ran 6.80% copper with 17 gm/ton silver
and anomalous gold and zinc. The analysis by the Company and consultants who have examined the claims, and in consideration of historic
data, is that the property has potential to be a substantial copper deposit which could carry strong credits of silver, gold and related
base metals.
The Copper Butte Project is located in
Pinal County, Arizona near the town of Kearny and nearby the Ray Mine currently operated by Grupo Mexico. The project consists of 57 unpatented
claims of the Company located adjacent and easterly to 8 patented claims owned by Grupo Mexico. These patented claims constitute the historic
Copper Butte Mine, available records indicate that the mine had a historic production of 100,000 tons at a grade of approximately 3% Cu.
The copper mineralization is described to be an exotic copper oxide in conglomerate.
The Company believes it is possible that some
of this historic resource may extend onto the unpatented claims of the Company. It is also possible that the copper mineralization contained
in the conglomerate rock package could continue onto the unpatented claims of the Company. The Company plans a future work program consisting
of soil sampling and short-hole drilling to test these ideas.
Transaction Details
The Company recently entered
into a purchase agreement with Gold Express Mines, Inc. pursuant to which, among other things (i) the Company agreed to purchase the above
described copper-focused mineral assets owned and controlled by Gold Express for a purchase price equal to 5,500,000 shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”); and (ii) Gold Express agreed to assign to the Company a certain
lease for mineral properties (the “Cuprum Lease”) for a purchase price of 500,000 shares of Common Stock (collectively, the
“Transactions”).
The Company expects the closing of the Transactions to occur no later
than January 31, 2024, subject to certain closing conditions, including, but not limited to, (i) Gold Express delivering various quitclaim
deeds transferring the unpatented mining claims; and (ii) Gold Express receiving all required consents to transfer the Cuprum Lease.
About Magellan Gold Corporation
Magellan Gold Corporation (MAGE) is focused
on the exploration and development of mineral projects in the Western United States. Due to the favorable supply/demand fundamentals of
copper and considering recent successful exploration activity in the Seven Devils area of Idaho, the Company's strategy is to focus on
its copper projects in that region for the upcoming field season.
To learn more about Magellan Gold Corporation,
please watch for future press releases and review the Company public filings. The website of the Company is currently being updated to
reflect the recent property acquisitions and other changes.
Forward Looking Statements
This press release contains forward-looking
statements. All statements contained in this press release, other than statements of historical facts or statements that relate to present
facts or current conditions, including but not limited to, statements regarding our cash and financial resources and our clinical development
plans, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that
may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements
expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,”
“might,” “will,” “should,” “expect,” “plan,” “aim,” “seek,”
“anticipate,” “could,” “intend,” “target,” “project,” “contemplate,”
“believe,” “estimate,” “predict,” “forecast,” “potential” or “continue”
or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations
and projections about future events and financial trends that we believe may affect our business, financial condition, and results of
operations. These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties
and assumptions, some of which cannot be predicted or quantified and some of which are beyond our control. Factors that may cause actual
results to differ materially from current expectations include, but are not limited to: competition, our ability to grow and manage growth,
retain our management and key employees; changes in applicable laws or regulations; the possibility that the we may be adversely affected
by other economic, business or competitive factors; our estimates of expenses and profitability; the evolution of the markets in which
we compete; our ability to implement our strategic initiatives; and the risks and uncertainties described in the “Risk Factors”
section of our most recent filings with the Securities and Exchange Commission, available at www.sec.gov. You should not rely
on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements
may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover,
we operate in a dynamic industry and economy. New risk factors and uncertainties may emerge from time to time, and it is not possible
for management to predict all risk factors and uncertainties that we may face. Except as required by applicable law, we do not plan to
publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events,
changed circumstances or otherwise.
Contacts:
Magellan Gold Corporation
Mike Lavigne, CEO
mike.lavigne@comcast.net
v3.23.4
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Magellan Gold (PK) (USOTC:MAGE)
過去 株価チャート
から 11 2024 まで 12 2024
Magellan Gold (PK) (USOTC:MAGE)
過去 株価チャート
から 12 2023 まで 12 2024