MAGELLAN COPPER & GOLD Corp 8-K, filed Jun 4, 2020
MAGELLAN COPPER & GOLD Corp (MAGE)
About this 8-K
MAGELLAN COPPER & GOLD Corp filed this 8-K on June 4, 2020, reporting on events of June 2, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): June 2, 2020
MAGELLAN GOLD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 000-5465 | 27-3566922 |
| (State or other jurisdiction of incorporation) |
Commission File 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 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 [ 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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; |
APPOINTMENT OF CERTAIN OFFICERS
On June 2, 2020, Magellan Gold Corporation (the “Company”) received the written resignation of David E. Drips as President, CEO and Director of the Company, effective May 31, 2020. Effective June 2, 2020, John Power, currently the CFO and a Director of the Company, has been appointed to fill the vacancies for the officer positions of President and CEO caused by the resignation of Mr. Drips.
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On June 4, 2020, the Company issued a press release announcing the redirecting of its focus toward domestic United States precious metal opportunities as the best path forward to maximize shareholder value. 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 | |
|
99.1 |
| |
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: June 4 , 2020 |
By: /s/ John C. Power Chief Financial Officer |
Exhibit 99.1
Magellan Gold Corporation Shareholder Update
| FOR IMMEDIATE RELEASE | June 4, 2020 |
Reno, Nevada – Magellan Gold Corporation (OTCQB: MAGE) (“Magellan” or “the Company), announced today the redirecting its focus toward domestic United States precious metal opportunities as the best path forward to maximize shareholder value.
As part of the new direction, effective May 31, 2020, David E. Drips has resigned as Chief Executive Officer, President, and Director of the Company. Going forward, Mr. Drips will continue to be an integral part of our technical advisory board.
“We appreciate David’s efforts and his service to the company,” said John Power, a director of Magellan Gold Corp. “David did a tremendous job of right-sizing our operations in Mexico and we look forward to our continued relationship with him as a key technical advisor.”
As previously disclosed in our recent filings with the Securities and Exchange Commission, the company has divested all of its Mexico operations through the sale of its subsidiary Magellan Acquisition Corp.
“COVID-19 presented significant challenges in our efforts to manage and advance the company’s Mexico assets and we quickly made the strategic decision to exit Mexico and focus on opportunities in the United States,” Power said. “We already have an excellent advanced stage exploration project in the Silver District in Arizona and we look forward to adding at least one new domestic project this year.”
About Magellan Gold Corporation
Magellan Gold Corporation (OTCQB: MAGE) is focused on the exploration and development of precious metals in the United States. Magellan owns an advanced silver exploration project located in Arizona.
The Silver District Project in southwest Arizona comprises over 2,000 acres covering the heart of the historic Silver District. The property contains a near-surface historic resource of 16 million ounces of silver and exhibits advanced exploration promise.
To learn more about Magellan Gold Corporation, visit www.magellangoldcorp.com.
Cautionary Statement
The United States Securities and Exchange Commission permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can legally extract or produce. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves. Currently we have not delineated “reserves” on any of our properties. We cannot be 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 converted into reserves 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 subject to 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 anticipated are discussed in Magellan Gold Corporation’s periodic filings with the Securities and Exchange Commission.
Contacts:
Magellan Gold Corporation
John Power: (707) 291-6198