8-K - MAGE - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 2020

MAGELLANGOLD CORPORATION(Exact Name of Registrant as Specified in its Charter)

Nevada	_333-174287	27-3566922
(State or other jurisdiction<br><br> of incorporation)	Commission File<br><br>Number	(I.R.S. Employer Identification number)

2010A Harbison Dr., #312, Vacaville, CA 95687

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 707-291-6198

______________________________________________________

(Former name or former address, if changed since last report)

___	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 Section12(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 [ X ]

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. [ ]

ITEM 7.01	REGULATION FD DISCLOSURE

On July 1, 2020, Magellan Gold Corporation, a Nevada corporation (the “Company”) issued a press release announcing that it has entered into a Stock Purchase Agreement to acquire Clearwater Gold Mining Corporation (“Clearwater”) which owns certain unpatented mining claims in Idaho County, Idaho that include the historic Center Star Gold Mine near Elk City, Idaho. The Company will be evaluating the historic mine data to assess the potential to develop a gold resource at Center Star. The project area is located 45 miles from Grangeville, Idaho and near the town of Elk City, Idaho. In consideration for 100% of the issued and outstanding shares of Clearwater, the Company has agreed to pay Clearwater’s sole shareholder 1,000,000 shares of Magellan common stock and $150,000. A copy of the Press Release is filed herewith as Exhibit 99.1.

The information in this Current Report on Form 8-K furnished pursuant 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 pursuant 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.

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS
Item	Title
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99.1	Press Release

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: July 1, 2020	By: /s/ John C. Power<br><br> <br>President

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Exhibit 99.1

July 1, 2020

MagellanGold Acquires Center Star Gold Project in Idaho

Reno, Nevada ---- Magellan Gold Corporation ( OTCQB:MAGE )

(“Magellan” or the “Company”), is pleased to announce that it has entered into a stock purchase agreement to acquire Clearwater Gold Mining Corporation (“Clearwater”) which owns certain unpatented mining claims in Idaho County. Idaho that include the historic Center Star Gold Mine near Elk City, Idaho. The Center Star Mine hosts high grade gold mineralization that was discovered in the early 1900’s. There was periodic historic production and development work done under different ownership through the 1980s. With the high-grade gold mineralization present, Magellan will be evaluating the historic mine data to assess the potential to develop a gold resource at Center Star. The project area is located 45 miles from Grangeville, Idaho and near the town of Elk City, Idaho.

In consideration for 100% of the issued and outstanding shares of Clearwater, Magellan has agreed to pay its sole shareholder 1,000,000 shares of Magellan common stock and $150,000. The 1,000,000 shares will be issued (i) 250,000 shares at closing (ii) 250,000 shares at the time the Center Mine receives its permit to reopen the main portal of the mine, (iv) 250,000 shares at the point the main portal has been reopened and (iv) 250,000 shares two years from the closing concurrent with the pay-off of the secured promissory note. The cash consideration of $25,000 will be paid within 30 days of closing and the balance of $125,000 to be evidenced by a secured promissory note due in two years. The Note will be secured by the Clearwater shares and assets.

“The Center Star Mine acquisition is the first in the company’s new focus to acquire and develop early to mid-stage exploration targets or near-term production plays in North America,” stated John Power, President & Director of Magellan Gold. “Center Star fits our focus perfectly with a former operating history and known gold occurrences that we believe may lead to resource development and potential near-term production of the property”.

Gold mineralization at Center Star Mine is hosted in multiple parallel quartz veins in a banded gneiss. Like many of the historic mines in the Elk City area the gold is present in steeply dipping quartz veins. The gold at the Center Star Mine occurs in high grade veins that trend north-easterly and dip steeply to the south east. These veins are present in a 75’ to 100’ wide sheer zone hosting quartz veins and breccia. It is believed the gold bearing veins vary from inches to 20 feet in width and contain gold from .35 ounce per ton gold to multi ounce per ton gold based on historic mine data. The property was historically developed by various owners and has had some production history of gold and silver production. The Center Star Mine has not had any exploration or development work conducted in the last 35 years and has the potential for significant ore reserves.

About Magellan Gold Corporation

Magellan Gold Corporation ( OTCQB:MAGE ) is focused on the exploration and development of precious metals in North America. Magellan controls two projects: The Center Star Gold Mine in Idaho and the Silver District Property in Arizona.

To learn more about Magellan Gold Corporation, visit www.magellangoldcorp.com.

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Cautionary Statement

The United States Securities andExchange Commission permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a companycan legally extract or produce. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibilitystudy is required to report reserves. Currently we have not delineated “reserves” on any of our properties. We cannotbe certain that any deposits at our properties will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves.”Investors are cautioned not to assume that all or any part of any “resource” estimates will ever be confirmed or convertedinto reserves or that they can be economically or legally extracted.

Forward Looking Statements

This release contains “forward-lookingstatements.” Such statements are based on good faith assumptions that Magellan Gold Corporation believes are reasonable butwhich are subject to a wide range of uncertainties and business risks that could cause actual results to differ materially fromfuture results expressed, projected or implied by such forward-looking statements. Factors that could cause actual results to differfrom those anticipated are discussed in Magellan Gold Corporation’s periodic filings with the Securities and Exchange Commission.

Contacts:

Magellan Gold Corporation

John Power, Director

707-291-6198

contact@magellangoldcorp.com

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