MAGELLAN COPPER & GOLD Corp 8-K, filed Jan 11, 2024
MAGELLAN COPPER & GOLD Corp (MAGE)
About this 8-K
MAGELLAN COPPER & GOLD Corp filed this 8-K on January 11, 2024, reporting on events of January 7, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification number) |
| (Address of principal executive offices) | (Zip Code) |
(
(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.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 7, 2024, Magellan Gold Corporation, a Nevada corporation (the “Company”), entered into a purchase agreement (the “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 (the “Cuprum Lease”) for a purchase price of 500,000 shares of Common Stock (collectively, the “Transactions”).
The Purchase Agreement contains representations, warranties and covenants customary for a transaction of this size and nature.
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) GEM delivering a quitclaim deed transferring the unpatented mining claims; and (ii) GEM receiving all required consents to transfer Cuprum Lease.
The foregoing description of the Purchase Agreement is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by reference, to the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Purchase Agreement contains representations and warranties made by the parties as of specific dates and solely for their benefit. The representations and warranties reflect negotiations between the parties and are not intended as statements of fact to be relied upon by the Company’s shareholders or any other person or entity other than the parties to the Purchase Agreement and, in certain cases, represent allocation decisions among the parties and are modified or qualified by correspondence or confidential disclosures made between the parties in connection with the negotiation of the Purchase Agreement (which disclosures are not reflected in the Purchase Agreement itself, may not be true as of any date other than the date made, or may apply standards of materiality in a way that is different from what may be viewed as material by shareholders). Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and shareholders should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
| 10.1 | Purchase Agreement, dated January 7, 2024, by and between Magellan Gold Corporation and Gold Express Mines, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward Looking Statements
Except for the historical matters contained herein, statements in this Current Report on Form 8-K are forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to a number of known and unknown risks and uncertainties that may cause actual results, trends, performance or achievements of the Company, or industry trends and results, to differ from the future results, trends, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, among others, those relating to the proposed Transactions described in this Current Report on Form 8-K, including that the potential benefits of the proposed Transactions may not be realized to the extent anticipated or at all, integration risks, and the risk that the conditions to closing the proposed Transactions may not be satisfied and that the proposed Transactions may not otherwise be consummated when expected, in accordance with the contemplated terms, or at all, and the risks related to the Company’s operations, results, financial condition and growth strategy. Reference is also made to other economic, competitive, governmental, technological and other risks and factors discussed in the Company’s filings with the SEC, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on July 17, 2023, as amended by its Annual Report on Form 10-K/A for the year ended December 31, 2022 filed with the SEC on July 18, 2023. Many of these risks and factors are beyond the Company’s control. In addition, past performance and perceived trends may not be indicative of future results. The Company cautions that the foregoing factors are not exclusive. Any forward-looking statements relating to the proposed Transactions are based on the Company’s current expectations, assumptions, estimates and projections and involve significant risks and uncertainties, including the many variables that may impact or are related to consummation of the Transactions. The Company assumes no obligation for updating any such forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.
| 2 |
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 11, 2024 | By: |
/s/ Michael Lavigne |
| Name: | Michael Lavigne | |
| Title: | Chief Executive Officer | |
| 3 |
EXHIBIT 10.1
Purchase Agreement between Gold Express Mines, Inc.
and Magellan Gold Corp.
THIS AGREEMENT is made on January 7, 2024, between Gold Express Mines, Inc., a Nevada corporation with its principal place of business at 250 Pehle Ave., Suite 200 Saddle Brook, NJ 07663 hereinafter the "Seller", and Magellan Gold Corp, a Nevada corporation, hereinafter the “Buyer”, with its principal place of business at 602 Cedar Street, Suite 205 Wallace, Idaho 83873
IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Purchase of Properties held by the Seller:
The Seller shall sell to the Buyer the mineral assets owned and controlled by the Seller as listed in Appendix A. The purchase price for these assets shall be shares of the common stock of the Buyer totaling 5,500,000 shares.
2. Assignment of Leasehold Held by the Seller;
The Seller shall assign to the Buyer the Cuprum Project mineral lease owned and controlled by the Seller as listed in Appendix B. The purchase price for these assets shall be shares of the common stock of the Buyer totaling 500,000 shares. The form of assignment is contained herein as Appendix C.
3. Closing and Escrow.
| a) | The closing date shall be January 31, 2023, provided there are no unforeseen delays. |
| b) | No later than the closing date the Seller shall transfer by Quitclaim Deed the unpatented mining claims to be transferred. |
| c) | No later than the closing date the Seller shall gain approval for and assign the Cuprum Project mineral lease. |
| d) | No later than the closing date the Buyer shall transfer a total of 6,000,000 shares of its common stock to the Seller. |
4. Representations of Seller.
Seller covenants and represents:
| a) | That Seller is the sole Owner of the Purchased Assets with full right to sell or dispose of it as Seller may choose. |
| b) | That the underlying mineral lease being sub-leased to the Buyer is in good standing in all respects and that the Seller has the right and permission from the respective Lessor to sub-lease the mineral lease to the Buyer. |
| c) | That Seller has no undischarged obligations affecting the Purchased Assets or the underlying mineral leases being sold under this Agreement. |
| d) | That there are presently and will be at the time of closing, no liens or security interests against the Purchased Assets or Leases being transferred or Sub-Leased herein. |
| e) | Consents. The Board of Directors of the Seller have unanimously approved this agreement. |
| f) | Licenses. Permits and Consents. There are no licenses or permits currently required by the Seller for the satisfaction of the sale of Assets or execution of this Agreement. |
| g) | Litigation. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of the Seller, threatened against or involving Seller or brought by Seller or affecting any of the purchased property at law or in equity or admiralty or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign. |
| h) | Compliance with Laws. To the best of its knowledge, Seller has complied with and is operating its business in compliance with all laws, regulations, and orders applicable to the business conducted by it, and the present uses by the Seller of the purchased property do not violate any such laws, regulations, and orders. Seller has no knowledge of any material present or future expenditures that will be required with respect to any of Seller's facilities to achieve compliance with any present statute, law, or regulation, including those relating to the environment or occupational health and safety. |
| i) | Disclosure. No representation or warranty by the Seller contained in this Agreement, and no statement contained in any certificate or other instrument furnished or to be furnished to Buyer pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact that is necessary in order to make the statements contained therein not misleading. |
| j) | Environmental. To the best of the knowledge of the Seller there presently is not, nor ever has been, any dumping or storage of toxic or hazardous wastes on the premises of the Purchased Assets. Seller is not aware nor has Seller been notified by any private parties or government agencies of any environmental or reclamation requirements or responsibilities with respect to the properties. |
6. Representations of Buyer.
The Buyer covenants and represents to the Seller as follows:
| a. | The shares to be issued to the Seller to be delivered by the closing date are validly issued and properly approved by the Board of Directors of the Buyer and issued pursuant to a validly existing exemption from registration. |
| b. | The transaction contemplated by this agreement has been approved by a majority of the Members of the Board of Directors of the Buyer. |
7. Appendices.
The Appendices and other documents attached or referred to in this Agreement are an integral part of this Agreement.
8. Entire Agreement.
This Agreement constitutes the sole and only agreement between Buyer and Seller respecting the Business or the sale and purchase of it. This Agreement correctly sets forth the obligations of Buyer and Seller to each other as of its date. Any additional agreements or representations respecting the Business or its sale to Buyer not expressly set forth in this Agreement are null and void, unless otherwise required by law. Both parties agree to waive rights as to any conflicting laws which may nullify this Agreement to the full extent allowable by law.
9. Conditions Precedent of Buyer.
The obligations of the Buyer hereunder are subject to the conditions that on or prior to the closing date:
| a. | Representations and Warranties True at Closing. The representations and warranties of the Seller contained in the Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the closing date as though such representations and warranties were made at and as of such date, except if such representations and warranties were made as of a specified date and such representations and warranties shall be true as of such date. |
| b. | Seller's Compliance with Agreement. The Seller shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by it prior to or at the closing of the Agreement. |
| c. | Adverse Change. There shall have been between the purchase date and the closing date no material adverse change in the purchased assets. |
10. Arbitration.
In the event the parties are not able to resolve any dispute between them arising out of or concerning this Agreement, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act and in accordance with the American Arbitration Association rules then in effect, conducted by a single neutral arbitrator and administered by the American Arbitration Association in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. If any legal or equitable action, proceeding or arbitration arises out of or concerns this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims regarding this Agreement or any disputes arising because of this Agreement, whether directly or indirectly, including Tort claims that are a result of this Agreement. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of this Agreement.
11. Costs and Expenses.
Except as expressly provided to the contrary in this Agreement, each party shall pay all its own costs and expenses incurred with respect to the negotiation, execution and delivery of this Agreement and the exhibits hereto.
| 2 |
12. Miscellaneous Provisions.
a. Applicable Law and Forum. This Agreement shall be construed under and in accordance with the laws of the State of Idaho. Both parties agree that the jurisdiction of any disputes between the parties shall be resolved in the courts of the State of Idaho, and that any arbitration between the parties shall be undertaken as indicated in paragraph 10 above.
b. Parties Bound. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, executors, administrators, legal representatives, successors and assigns as permitted by this Agreement.
c. Legal Construction. This Agreement shall be construed as to effectuate the intended purpose of the Agreement. In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, this Agreement shall be modified to otherwise effectuate the sale under the original intentions of the Parties. This may include striking the invalid, illegal, or unenforceable provision as if they had never been contained in this Agreement, or modifying the invalid, illegal or unenforceable provisions to make them compliant without modifying the original purpose of the Parties.
d. Amendments. This Agreement may be amended by the Parties only by a written agreement.
e. Attorneys' Fees. Should any arbitration or litigation be commenced between the parties to this Agreement concerning the rights and duties of either party in relation to the Business or this Agreement, the prevailing party in the arbitration or litigation shall be entitled to (in addition to any other relief that may be granted) a reasonable sum and attorneys' fees in the arbitration or litigation, which sum shall be determined by the court or other person presiding in the arbitration or litigation or in a separate action brought for that purpose.
f. Signatories. This Agreement shall be executed on behalf of Magellan Gold Corp., signed by Mike Lavigne and on behalf of Gold Express Mines, Inc., signed by John Ryan.
The Agreement shall be effective as of the date first written above.
Seller:
Gold Express Mines, Inc.
| By: ___________________________________ | Date: January 7, 2024 |
John Ryan, President
Buyer:
Magellan Gold Corp.
| By: ___________________________________ | Date: January 7, 2024 |
Mike Lavigne, President
| 3 |
APPENDIX A
BJM 1-79 (BLUE JACKET PROJECT)
| CLAIM NAME | LOCATION DATE | COUNTY | COUNTY # | BLM # |
| BJM 1 | 8/29/22 | Idaho | 538282 | ID105794291 |
| BJM 2 | 8/29/22 | Idaho | 538283 | ID105794292 |
| BJM 3 | 8/28/22 | Idaho | 538284 | ID105794293 |
| BJM 4 | 8/28/22 | Idaho | 538285 | ID105794294 |
| BJM 5 | 8/28/22 | Idaho | 538286 | ID105794295 |
| BJM 6 | 8/28/22 | Idaho | 538287 | ID105794296 |
| BJM 7 | 8/28/22 | Idaho | 538288 | ID105794297 |
| BJM 8 | 8/28/22 | Idaho | 538433 | ID105794298 |
| BJM 9 | 8/28/22 | Idaho | 538289 | ID105794299 |
| BJM 10 | 8/29/22 | Idaho | 538290 | ID105794300 |
| BJM 11 | 8/29/22 | Idaho | 538291 | ID105794301 |
| BJM 12 | 8/28/22 | Idaho | 538292 | ID105794302 |
| BJM 13 | 8/28/22 | Idaho | 538293 | ID105794303 |
| BJM 14 | 8/27/22 | Idaho | 538294 | ID105794304 |
| BJM 15 | 8/27/22 | Idaho | 538295 | ID105794305 |
| BJM 16 | 8/27/22 | Idaho | 538296 | ID105794306 |
| BJM 17 | 8/27/22 | Idaho | 538297 | ID105794307 |
| BJM 18 | 8/27/22 | Idaho | 538298 | ID105794308 |
| BJM 19 | 8/27/22 | Idaho | 538299 | ID105794309 |
| BJM 20 | 8/27/22 | Idaho | 538300 | ID105794310 |
| BJM 21 | 8/27/22 | Idaho | 538301 | ID105794311 |
| BJM 22 | 8/27/22 | Idaho | 538302 | ID105794312 |
| BJM 23 | 8/27/22 | Idaho | 538303 | ID105794313 |
| BJM 24 | 8/27/22 | Idaho | 538304 | ID105794314 |
| BJM 25 | 8/27/22 | Idaho | 538305 | ID105794315 |
| BJM 26 | 8/29/22 | Idaho | 538431 | ID105794316 |
| BJM 27 | 8/29/22 | Idaho | 538432 | ID105794317 |
| BJM 28 | 8/28/22 | Idaho | 538306 | ID105794318 |
| BJM 29 | 8/28/22 | Idaho | 539307 | ID105794319 |
| BJM 30 | Idaho | |||
| BJM 31 | Idaho | |||
| BJM 32 | Idaho | |||
| BJM 33 | Idaho | |||
| BJM 34 | Idaho | |||
| BJM 35 | Idaho | |||
| BJM 36 | Idaho | |||
| BJM 37 | Idaho | |||
| BJM 38 | Idaho | |||
| BJM 39 | Idaho | |||
| BJM 40 | Idaho | |||
| BJM 41 | Idaho | |||
| BJM 42 | Idaho | |||
| BJM 43 | Idaho | |||
| BJM 44 | Idaho | |||
| BJM 45 | Idaho | |||
| BJM 46 | Idaho | |||
| BJM 47 | Idaho |
| A-1 |
| BJM 48 | Idaho | |||
| BJM 49 | Idaho | |||
| BJM 50 | Idaho | |||
| BJM 51 | Idaho | |||
| BJM 52 | Idaho | |||
| BJM 53 | Idaho | |||
| BJM 54 | Idaho | |||
| BJM 55 | Idaho | |||
| BJM 56 | Idaho | |||
| BJM 57 | Idaho | |||
| BJM 58 | Idaho | |||
| BJM 59 | Idaho | |||
| BJM 60 | Idaho | |||
| BJM 61 | Idaho | |||
| BJM 62 | Idaho | |||
| BJM 63 | Idaho | |||
| BJM 64 | Idaho | |||
| BJM 65 | Idaho | |||
| BJM 66 | Idaho | |||
| BJM 67 | Idaho | |||
| BJM 68 | Idaho | |||
| BJM 69 | Idaho | |||
| BJM 70 | Idaho | |||
| BJM 71 | Idaho | |||
| BJM 72 | Idaho | |||
| BJM 73 | Idaho | |||
| BJM 74 | Idaho | |||
| BJM 75 | Idaho | |||
| BJM 76 | Idaho | |||
| BJM 77 | Idaho | |||
| BJM 78 | Idaho | |||
| BJM 79 | Idaho |
| A-2 |
CUPRUM 1-71 (COPPER CLIFF PROJECT)
| CLAIM NAME | LOCATION DATE | COUNTY | COUNTY # | BLM # |
| CUPRUM 1 | 5/14/21 | Adams | 138151 | ID105255174 |
| CUPRUM 2 | 5/14/21 | Adams | 138152 | ID105255175 |
| CUPRUM 3 | 5/14/21 | Adams | 138153 | ID105255176 |
| CUPRUM 4 | 5/14/21 | Adams | 138154 | ID105255177 |
| CUPRUM 5 | 5/14/21 | Adams | 138155 | ID105255178 |
| CUPRUM 6 | 5/14/21 | Adams | 138156 | ID105255179 |
| CUPRUM 7 | 5/14/21 | Adams | 138157 | ID105255180 |
| CUPRUM 8 | 5/14/21 | Adams | 138158 | ID105255181 |
| CUPRUM 9 | 5/14/21 | Adams | 138159 | ID105255182 |
| CUPRUM 10 | 5/14/21 | Adams | 138160 | ID105255183 |
| CUPRUM 11 | 5/14/21 | Adams | 138161 | ID105255184 |
| CUPRUM 12 | 5/14/21 | Adams | 138162 | ID105255185 |
| CUPRUM 13 | 5/14/21 | Adams | 138163 | ID105255186 |
| CUPRUM 14 | 5/15/21 | Adams | 138164 | ID105255187 |
| CUPRUM 15 | 5/15/21 | Adams | 138165 | ID105255188 |
| CUPRUM 16 | 5/15/21 | Adams | 138166 | ID105255189 |
| CUPRUM 17 | 5/15/21 | Adams | 138167 | ID105255190 |
| CUPRUM 18 | 5/15/21 | Adams | 138168 | ID105255191 |
| CUPRUM 19 | 5/15/21 | Adams | 138169 | ID105255192 |
| CUPRUM 20 | 5/15/21 | Adams | 138170 | ID105255193 |
| CUPRUM 21 | 5/15/21 | Adams | 138171 | ID105255194 |
| CUPRUM 22 | 5/15/21 | Adams | 138172 | ID105255195 |
| CUPRUM 23 | 5/15/21 | Adams | 138173 | ID105255196 |
| CUPRUM 24 | 5/15/21 | Adams | 138174 | ID105255197 |
| CUPRUM 25 | 5/15/21 | Adams | 138175 | ID105255198 |
| CUPRUM 26 | 5/15/21 | Adams | 138176 | ID105255199 |
| CUPRUM 27 | 5/15/21 | Adams | 138177 | ID105255200 |
| CUPRUM 28 | 5/10/22 | Adams | 139697 | ID105255201 |
| CUPRUM 29 | 5/10/22 | Adams | 139698 | ID105255202 |
| CUPRUM 30 | 5/10/22 | Adams | 139699 | ID105255203 |
| CUPRUM 31 | 5/10/22 | Adams | 139700 | ID105255204 |
| CUPRUM 32 | 5/10/22 | Adams | 139701 | ID105255205 |
| CUPRUM 33 | 5/10/22 | Adams | 139702 | ID105255206 |
| CUPRUM 34 | 5/10/22 | Adams | 139703 | ID105255207 |
| CUPRUM 35 | 5/10/22 | Adams | 139704 | ID105255208 |
| CUPRUM 36 | 5/10/22 | Adams | 139705 | ID105255209 |
| CUPRUM 37 | 5/10/22 | Adams | 139706 | ID105255210 |
| CUPRUM 38 | 5/10/22 | Adams | 139707 | ID105255211 |
| CUPRUM 39 | 5/10/22 | Adams | 139708 | ID105255212 |
| CUPRUM 40 | 5/10/22 | Adams | 139709 | ID105255213 |
| CUPRUM 41 | Adams | |||
| CUPRUM 42 | Adams | |||
| CUPRUM 43 | Adams | |||
| CUPRUM 44 | Adams | |||
| CUPRUM 45 | Adams | |||
| CUPRUM 46 | Adams |
| A-3 |
| CUPRUM 47 | Adams | |||
| CUPRUM 48 | Adams | |||
| CUPRUM 49 | Adams | |||
| CUPRUM 50 | Adams | |||
| CUPRUM 51 | Adams | |||
| CUPRUM 52 | Adams | |||
| CUPRUM 53 | Adams | |||
| CUPRUM 54 | Adams | |||
| CUPRUM 55 | Adams | |||
| CUPRUM 56 | Adams | |||
| CUPRUM 57 | Adams | |||
| CUPRUM 58 | Adams | |||
| CUPRUM 59 | Adams | |||
| CUPRUM 60 | Adams | |||
| CUPRUM 61 | Adams | |||
| CUPRUM 62 | Adams | |||
| CUPRUM 63 | Adams | |||
| CUPRUM 64 | Adams | |||
| CUPRUM 65 | Adams | |||
| CUPRUM 66 | Adams | |||
| CUPRUM 67 | Adams | |||
| CUPRUM 68 | Adams | |||
| CUPRUM 69 | Adams | |||
| CUPRUM 70 | Adams | |||
| CUPRUM 71 | Adams |
| A-4 |
NCB 1-65 (66 CLAIMS FOR COPPER BUTTE PROJECT - NOTE THERE ARE TWO CLAIMS NAMED NCB 1)
| CLAIM NAME | LOCATION DATE | COUNTY | COUNTY # | BLM # |
| NCB 1 | 4/23/23 | Pinal | 2023-053123 | AZ106306984 |
| NCB 1 | 11/29/22 | Pinal | 2023-009047 | AZ105820355 |
| NCB 2 | 12/14/22 | Pinal | 2023-009048 | AZ105820356 |
| NCB 3 | 12/14/22 | Pinal | 2023-009049 | AZ105820357 |
| NCB 4 | 4/23/23 | Pinal | 2023-053124 | AZ106306985 |
| NCB 4 | 11/22/22 | Pinal | 2023-009050 | AZ105820358 |
| NCB 5 | 12/14/22 | Pinal | 2023-009051 | AZ105820359 |
| NCB 6 | 12/13/22 | Pinal | 2023-009052 | AZ105820360 |
| NCB 7 | 4/2/23 | Pinal | 2023-053125 | AZ106306986 |
| NCB 7 | 11/22/22 | Pinal | 2023-009053 | AZ105820361 |
| NCB 8 | 12/14/22 | Pinal | 2023-009054 | AZ105820362 |
| NCB 9 | 12/13/22 | Pinal | 2023-009055 | AZ105820363 |
| NCB 10 | 4/23/23 | Pinal | 2023-053126 | AZ106306987 |
| NCB 10 | 11/29/22 | Pinal | 2023-009056 | AZ105820364 |
| NCB 11 | 12/14/22 | Pinal | 2023-009057 | AZ105820365 |
| NCB 12 | 12/13/22 | Pinal | 2023-009058 | AZ105820366 |
| NCB 13 | 12/13/22 | Pinal | 2023-009059 | AZ105820367 |
| NCB 14 | 4/23/23 | Pinal | 2023-053122 | AZ106306988 |
| NCB 14 | 11/29/22 | Pinal | 2023-009060 | AZ105820368 |
| NCB 15 | 12/14/22 | Pinal | 2023-009061 | AZ105820369 |
| NCB 16 | 12/14/22 | Pinal | 2023-009062 | AZ105820370 |
| NCB 17 | 12/10/22 | Pinal | 2023-009063 | AZ105820371 |
| NCB 18 | 12/12/22 | Pinal | 2023-009064 | AZ105820372 |
| NCB 19 | 12/15/22 | Pinal | 2023-009065 | AZ105820373 |
| NCB 20 | 12/15/22 | Pinal | 2023-009066 | AZ105820374 |
| NCB 21 | 12/10/22 | Pinal | 2023-009067 | AZ105820375 |
| NCB 22 | 12/12/22 | Pinal | 2023-009068 | AZ105820376 |
| NCB 23 | 12/15/22 | Pinal | 2023-009069 | AZ105820377 |
| NCB 24 | 12/15/22 | Pinal | 2023-009070 | AZ105820378 |
| NCB 25 | 12/10/22 | Pinal | 2023-009071 | AZ105820379 |
| NCB 26 | 11/30/22 | Pinal | 2023-009072 | AZ105820380 |
| NCB 27 | 12/12/22 | Pinal | 2023-009073 | AZ105820381 |
| NCB 28 | 12/15/22 | Pinal | 2023-009111 | AZ105820382 |
| NCB 29 | 12/15/22 | Pinal | 2023-009082 | AZ105820383 |
| NCB 30 | 12/10/22 | Pinal | 2023-009083 | AZ105820384 |
| NCB 31 | 11/30/22 | Pinal | 2023-009084 | AZ105820385 |
| NCB 32 | 12/12/22 | Pinal | 2023-009085 | AZ105820386 |
| NCB 33 | 12/15/22 | Pinal | 2023-009086 | AZ105820387 |
| NCB 34 | 12/10/22 | Pinal | 2023-009087 | AZ105820388 |
| NCB 35 | 11/30/22 | Pinal | 2023-009088 | AZ105820389 |
| NCB 36 | 12/9/22 | Pinal | 2023-009089 | AZ105820390 |
| NCB 37 | 12/8/22 | Pinal | 2023-009090 | AZ105820391 |
| NCB 38 | 12/9/22 | Pinal | 2023-009091 | AZ105820392 |
| NCB 39 | 12/8/22 | Pinal | 2023-009092 | AZ105820393 |
| NCB 40 | 12/9/22 | Pinal | 2023-009093 | AZ105820394 |
| NCB 41 | 12/8/22 | Pinal | 2023-009094 | AZ105820395 |
| A-5 |
| NCB 42 | 12/9/22 | Pinal | 2023-009095 | AZ105820396 |
| NCB 43 | 12/8/22 | Pinal | 2023-009096 | AZ105820397 |
| NCB 44 | 12/9/22 | Pinal | 2023-009097 | AZ105820398 |
| NCB 45 | 12/8/22 | Pinal | 2023-009098 | AZ105820399 |
| NCB 46 | 12/2/22 | Pinal | 2023-009099 | AZ105820400 |
| NCB 47 | 12/9/22 | Pinal | 2023-009100 | AZ105820401 |
| NCB 48 | 12/8/22 | Pinal | 2023-009101 | AZ105820402 |
| NCB 49 | 12/6/22 | Pinal | 2023-009102 | AZ105820403 |
| NCB 50 | 12/9/22 | Pinal | 2023-009103 | AZ105820404 |
| NCB 51 | 12/8/22 | Pinal | 2023-009104 | AZ105820405 |
| NCB 52 | 12/6/22 | Pinal | 2023-009105 | AZ105820406 |
| NCB 53 | 12/13/22 | Pinal | 2023-009106 | AZ105820407 |
| NCB 54 | 12/8/22 | Pinal | 2023-009107 | AZ105820408 |
| NCB 55 | 12/13/22 | Pinal | 2023-009108 | AZ105820409 |
| NCB 56 | 12/8/22 | Pinal | 2023-009109 | AZ105820410 |
| NCB 65 | 12/13/22 | Pinal | 2023-009110 | AZ105820411 |
| A-6 |
APPENDIX B
COPPER CLIFF LEASE AGREEMEMT
PARCEL # RPMM20N3W1500
| B-1 |
| B-2 |
| B-3 |
| B-4 |
| B-5 |
| B-6 |
APPENDIX C
FORM OF ASSIGNMENT
AGREEMENT
This ASSIGNMENT AGREEMENT made this ___________, by and between Magellan Gold Corp. , hereinafter referred to as 'Assignee', and Gold Express Mines, Inc. , hereinafter referred to as 'Assignor', in consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged;
WHEREAS, Assignor entered into a Lease, included as an attachment to this Agreement, namely a Lease Agreement hereinafter referred to as the "Lease" and entered into with Stanley Quimby and Travis Quimby, hereinafter collectively the 'Obligor';
WHEREAS, Assignor wishes to assign all of its rights and obligations under the Lease to Assignee; and
NOW THEREFORE, Assignor and Assignee agree as follows:
1. Assignor and Assignee hereby agree that the Assignor shall assign all its right, title, and interest, and delegate all its obligations, responsibilities, and duties, in and to the Lease, to Assignee.
2. Assignee hereby accepts the assignment of all of Assignors obligations, responsibilities, and duties under the Lease and all of Assignors right, title and interest in and to the Lease.
3. Assignor has obtained the permission of the Obligor to assign the Lease to the Assignee.
4. Notwithstanding the foregoing, Assignor agrees to defend and indemnify the Obligor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorney’s fees and other costs of defense and damages, resulting from Assignors performance prior to the assignment of the contract and resulting from Assignees performance after the assignment of the Lease, provided however, that after the assignment of the Lease the State shall first look to Assignee to satisfy all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorney’s fees and other costs of defense and damages resulting from Assignees performance.
5. Assignee agrees to indemnify the Obligor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorney’s fees and other costs of defense and damages, resulting from Assignees performance after the assignment of the Lease.
6. This Agreement is governed by the laws of the State of Idaho, without regard to Idaho's conflict or choice of law provisions, and both parties expressly consent to jurisdiction in such courts.
IN WITNESS WHEREOF, the parties set their hands and seals as of the date first above written.
ASSIGNEE
____________________________
Mike Lavigne, President and CEO
Magellan Gold Corp.
Date:
ASSIGNOR
____________________________
John Ryan, President and CEO Gold Express Mines, Inc.
Date:
| C-1 |