8-K - MAGE - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-K

CURRENT REPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 25, 2020

MAGELLANGOLD 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)

2010A Harbison Drive # 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<br> Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange<br> Act
☐	Pre-commencement communications pursuant to Rule<br> 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 ☒

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 August 25, 2020 – Magellan Gold Corporation, a Nevada corporation (the “Company”), issued a press release announcing that it has created a new wholly owned subsidiary, M Gold Royalty (“M Gold”), to expand into the royalty business.

M Gold Royalty will engage in organically generating royalties derived from a portfolio of mineral property interests in North America. Royalties from this portfolio will be complemented by royalties from selected acquisitions as well as income from other strategic investments. 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: August 27, 2020	By:	/s/ John C. Power<br><br> <br>Chief Financial<br> Officer

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Exhibit 99.1

Magellan Gold Corporation

Magellan Gold Announces Expansion intoPrecious Metals Royalty Opportunities with Creation of M Gold Royalty Subsidiary

Planning to raise capital through a privateoffering for M Gold Royalty

WALLACE, Idaho – Aug. 25, 2020 – Magellan Gold Corporation (OTCQB: MAGE) (“Magellan” or the “Company”), a precious metals exploration and development company, announced today that the Company has created a new wholly owned subsidiary, M Gold Royalty (“M Gold”), to expand into the royalty business.

“We are excited to enter the royalty business,” said Mike Lavigne, President of Magellan Gold. “M Gold’s three-pronged strategy gives us the flexibility to generate royalty streams and other potential cash flow sources by leveraging our expertise in mineral exploration and development and identifying high-potential assets. We believe this effort could create value for our shareholders by targeting transactions that might be too small for the larger, more established royalty companies. To capitalize on acquisition and investment opportunities, M Gold intends to raise capital through one or more private offerings; however, at this time, we have yet to secure any commitments for such funding.”

Subject to successfully raising the necessary capital, M Gold Royalty’s business strategy comprises three core activities that have the potential to generate royalties and other income:

Royalty Generation: M Gold plans to leverage its technical expertise to acquire prospective properties on open ground, and to build value through low-cost work programs and targeting. M Gold hopes to be able to participate in project upside at no additional cost, with the potential for future royalty payments upon the commencement of production.

Royalty Acquisitions: M Gold plans to selectively acquire royalty interests in quality assets that range from producing mines to exploration projects. The Company’s royalty generation activities could support the timely identification of acquisition opportunities.

Strategic Investments: M Gold plans to make strategic investments in companies with undervalued mineral assets that have upside exploration or development potential. Exit strategies can include equity sales, royalty positions, or a combination of both.

About Magellan Gold Corporation

Magellan Gold Corporation (OTCQB: MAGE) is focused on the exploration and development of precious metals in North America. Magellan’s flagship project is the Center Star Gold Mine in Idaho. We are additionally working to build a collection of interests in operating mines in the Western United States. Our goal going forward will be to achieve production and expand our resource base to achieve greater market recognition for the benefit of our shareholders.

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

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Disclaimer

This Press Release does not constitute an offer to sell or a solicitation of an offer to purchase any securities. Any offering of securities shall be made solely by means of a confidential private placement memorandum and related subscription documents.

Cautionary Statement

The United States Securities and Exchange Commission permitsmining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can legally extract orproduce. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required toreport reserves. Currently we have not delineated “reserves” on any of our properties. We cannot be certain that anydeposits at our properties will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves.” Investorsare cautioned not to assume that all or any part of any “resource” estimates will ever be confirmed or converted intoreserves or that they can be economically or legally extracted.

Forward Looking Statements

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

Contact:

Magellan Gold Corporation

Mike Lavigne, President & Director

contact@magellangoldcorp.com

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