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 1, 2016



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



       Nevada       

       _ 333-174287          

     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) 884-3766

______________________________________________________

(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







ITEM 5.02

RESIGNATION AND ELECTION OF DIRECTORS


Resignation


Effective June 1, 2016, John Power resigned as President and Chief Executive Officer of Magellan Gold Corporation, a Nevada corporation (the “Company”).   Mr. Power will continue to serve as a member of the Board of Directors of the Company.


Effective June 1, 2016, W. Pierce Carson will serve as the Company’s President CEO until his successor has been duly elected and qualified.  Mr. Carson’s biographical information can be found in the Company’s Current Report on Form 8-K, filed with the Commission on June 11, 2015.


Carson Agreement


The Company ratified, executed and delivered an Agreement between the Company, on the one hand and W. Pierce Carson on the other hand, pursuant to which Mr. Carson was engaged to serve as President and Chief Executive Officer (the “Carson Agreement”), a copy of which is filed herewith as Exhibit 10.1.



ITEM 7.01

REGULATION FD DISCLOSURE


On June 2, 2016, the Company issued a press release announcing the appointment of W. Pierce Carson as President and Chief Executive Officer of the Company.  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

EXHIBITS


 

 

 

 

 

Item

Title

 

 

 

 

10.1

99.1

Carson Agreement

Press Release dated June 2, 2016




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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 2, 2016

By:   /s/ W. Pierce Carson

        W. Pierce Carson, President





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EMPLOYMENT AGREEMENT




AGREEMENT made as of this 1 st day of June 2016 (“Effective Date”) by and between MAGELLAN GOLD CORPORATION (“Magellan”), a Nevada Corporation with an office address of 2010A Harbison Drive #312, Vacaville, California 95687 and W. PIERCE CARSON (“Carson”), an individual with an address of P.O. Box 831, Cedar Crest, New Mexico 87008.


WITNESSETH:


In consideration of the mutual covenants and agreements herein contained, the parties hereby agree as follows:


1.   Employment.  Magellan hereby employs Carson and Carson accepts such employment, for the Term (as defined below), with the duties and compensation and on the terms and conditions hereinafter set forth in this Agreement.


2.   Term.   The term (“Term”) of Carson’s employment shall commence on June 1, 2016 and shall continue through and including May 31, 2017, unless earlier terminated as herein provided for in this Agreement.  Prior to expiration of the Term, Magellan and Carson may agree to extend the Term under new terms of compensation and conditions of employment, it being agreed that any such extension must be in writing signed by both parties.


3.   Duties.  


(a)  Carson shall be the President and Chief Executive Officer (“CEO”) of Magellan during the Term and shall perform the services as set forth in Magellan’s bylaws and as Magellan’s Board of Directors (“Board”) shall direct, which services shall be commensurate with Carson’s status as CEO of Magellan.  Carson shall perform his services subject only to the direction and control of the Board and will report only to the Board.


(b)  During the Term, Carson shall devote at least half and up to substantially all of his working time and attention to the business and affairs of Magellan as may be required to fulfill the duties of CEO, provided however that the Company acknowledges that Carson, with advance notice to Magellan shall have the right to be a director of other corporations not affiliated with Magellan and that a portion of his time may be devoted to other professional activities; provided that Carson’s positions and activities for other organizations shall not be in conflict with the interests of Magellan. Should a potential conflict arise, Carson shall discuss such potential conflict with the Board and shall obtain the consent of the Board in writing before proceeding with such other positions or activities.




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(c)

Upon execution of this Agreement, Carson shall be appointed as a director of Magellan and shall devote such time and attention to the affairs of Magellan as may be required to fulfill the duties of director. Carson shall not be entitled to any additional compensation for his services as director, and Carson’s service as a director shall terminate upon the termination of this Agreement unless otherwise agreed in writing by Magellan.


(d)

Carson shall at all times conduct himself in a manner consistent with his duty of loyalty to Magellan and shall present all opportunities that may fit Magellan’s corporate objectives of which he becomes aware during the Term.

 

4.   Compensation.  During the Term, Magellan shall pay Carson a base salary in equal semi-monthly installments, less required withholding and other applicable taxes. Carson’s salary shall be set at six thousand six hundred and sixty-seven dollars ($6,667) per month during the three month period from June 1, 2016 through August 31, 2016, and thereafter at ten thousand dollars ($10,000) per month during the nine month period from September 1, 2016 through May 31, 2017. Until such time as Magellan is properly funded, Magellan may defer and accrue salary owed.  If not properly funded before the end of the Term, Magellan may at its option issue Magellan shares as settlement of the accrued salary liability.


5.   Expenses.   Magellan will pay or reimburse Carson within 30 days for all travel and other expenses reasonably incurred by Carson during the Term in connection with the performance of his duties hereunder upon presentment of written expense receipts reflecting such expenses.


6.   Discharge for Cause.   The Board of Directors of Magellan may discharge Carson For Cause at any time.  Such discharge shall be effected by written notice to Carson which shall specify the reasons for Carson’s discharge and the effective date thereof.  As used herein, the term “For Cause” shall mean only chronic alcoholism, drug addiction, criminal dishonesty or willful violation of direct written instructions from the Board relating to a material matter which directions are consistent with all applicable laws, rules and regulations and orders to which Carson or Magellan are subject and the provisions of this Agreement unless cured within ten (10) days after notice.  Upon termination of Carson’s employment as provided for in this Section 6, Carson shall be paid his base salary through the date of termination, including any amount that may have been deferred and accrued.


7.   Voluntary Termination by Carson.  Carson shall have the right to voluntarily terminate his employment with Magellan during the Term. To effect such voluntary termination, Carson shall provide Magellan at least 60 days advanced written notice of such termination. Upon termination of Carson’s employment as provided for in this Section 7, Carson shall be paid his base salary through the date of termination, including any amount that may have been deferred and accrued.




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8.   Indemnification.   Magellan shall indemnify Carson to the fullest extent permitted by law and the certificate of incorporation and bylaws of Magellan from and against any loss, claim, liability and/or expense incurred for, or by reason of, or arising out of, acts of Carson as an officer and/or director of Magellan or affiliated company or subsidiary.   


9.   Dispute Resolution.   Any controversy or claim arising out of or relating to this Agreement and the obligations and responsibilities of the parties hereto or the breach or alleged breach by any of the parties of their respective obligations hereunder shall be settled by arbitration in the city of Denver, Colorado by one arbitrator in accordance with the then governing Rules of the American Arbitration Association.  The written decision of the arbitrator shall be final and binding upon Magellan and Carson.  Judgment upon the award rendered may be entered and enforced in any court of competent jurisdiction.  Notwithstanding the above, any party shall be entitled to seek and obtain injunctive or similar relief from a court of competent jurisdiction where appropriate pending arbitration.  The parties hereby submit to the exclusive jurisdiction of the courts of the State of Colorado or Federal Courts situated in Denver County, Colorado for such purpose and for purposes of enforcing any arbitration award.  Magellan shall pay all legal fees and expenses reasonably incurred by Carson in good faith as a result of any claim or arbitration arising from this Agreement.


10.   Miscellaneous.


(a)  This Agreement contains the entire understanding between the parties hereto concerning the subject matter hereof.  Only an instrument in writing executed by the parties hereto may amend this Agreement.


(b)  This Agreement shall be construed and enforced in accordance with the laws of the State of Colorado.


(c)  This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of the successor or successors of Magellan whether by merger, consolidation or otherwise.


(d)  Any notice to be given pursuant to the terms of this Agreement shall be in writing and delivered by hand or sent by registered or certified mail to such party at such party’s address set forth above or to such other address or to the attention of such other person as any party has specified by prior written notice to the other party.


(e)  A party’s waiver of a breach of this Agreement by any other party shall not operate or be construed as a waiver of any subsequent breach of this Agreement by such other party.  No waiver shall be valid unless in writing and signed respectively by an authorized officer of Magellan and Carson.




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(f)  Carson acknowledges that his services are unique and personal.  Accordingly, Carson shall not assign his rights or delegate his duties or obligations under this Agreement.  


(g)  Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.


(h)  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.


             IN WITNESS WHEREOF, Magellan has caused this Agreement to be executed by its officer thereunto duly authorized, and Carson has executed this Agreement all as of the dates set forth below.          



MAGELLAN GOLD CORPORATION


/s/ John C. Power

John C. Power

June 1, 2016

President and Director




W. PIERCE CARSON


/s/ W. Pierce Carson

W. Pierce Carson

June 1, 2016




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Magellan Gold Corporation Appoints Senior Mining Executive as President and CEO


Focus to be on the Company’s Silver District Property and on new mineral opportunities


FOR IMMEDIATE RELEASE

      June 2, 2016


Reno, Nevada – Magellan Gold Corporation (OTCBB:  MAGE) ( “ Magellan ” or “the Company ”) is pleased to announce the appointment of W. Pierce Carson, PhD, as President and Chief Executive Officer and a member of the Board of Directors. Previously Dr. Carson was President of Gulf & Western Industries, Inc., the Company’s 85% owned minerals subsidiary. Dr. Carson is an unusually well qualified mining executive who has managed the discovery, financing, development and operation of mining properties internationally and domestically in an accomplished career spanning over forty years. Among the companies he has worked for are Exxon Minerals Company, Kennecott Copper Corporation, Nord Pacific Limited and Santa Fe Gold Corporation. Dr. Carson holds a PhD in Economic and Structural Geology and an MS in Ore Deposits from Stanford University, and a Bachelor’s Degree in Geology from Princeton University.


The Company has entered into a one-year Employment Agreement with Dr. Carson to secure his services.


Mr. John C. Power, formerly President of Magellan, will continue in the roles of Chief Financial Officer and Director. Mr. Power commented, “We are delighted to welcome Pierce and are fortunate to have the benefit of his vast experience in finding and developing new mines, especially at this critical time in the strategic growth of our Company.”


Dr. Carson said, “ Magellan’s Silver District Project represents a significant economic opportunity for the Company and its stockholders. As CEO, my initial focus will be on advancing the Silver District property through the exploration stage and toward development and production. We also will be assessing new mineral opportunities with a view to acquiring additional properties, in particular quality advanced stage projects or properties with potential for early production.”


About the Silver District Project, La Paz Co., Arizona


·

The Silver District Project in southwest Arizona is an advanced exploration stage project showing promise for development of a silver mine with by-products fluorspar, barite and lead-zinc.

·

The property consists of over 2,000 acres and covers all of the important mines and prospects in the Silver District. Mineralization is controlled by three principal sub-parallel vein systems extending over a collective strike length of eight miles.

·

Based on historic drilling of 465 shallow holes aggregating 62,866 feet, silver mineralization was estimated as 3.56 million tons grading 4.46 opt silver (15.9 million contained ounces silver), and fluorite mineralization was estimated as 2.3 million tons grading 14.5% CaF2 (328,450 tons contained fluorite). Included within the mineralization, substantial tonnages grade 17.0% barite



Magellan Gold Corporation

  

        P.O. Box 114, The Sea Ranch, CA 95497

                707-884-3766





(BaSO4) and 3.57% lead-zinc. These historic estimations of mineralization do not constitute a reserve estimation.

·

Most drilling on the veins extended only to 150-200 ft shallow open pit depth, and mineralization is open below that depth. There appears to be excellent potential to substantially increase resources with deeper drilling. There also is promising potential to expand the near-surface mineralization along strike extensions of known deposits and along untested vein segments.

·

Conceptual development schemes by past operators have involved multiple open pits feeding a central mill. Flow sheet designs employ fine grinding and cyanide leaching to recover silver, and conventional flotation to recover fluorspar and barite.

·

Substantial additional work will be required in order to determine the feasibility of developing a new mine. Among other items, the work will need to include drilling, reserve estimation, metallurgical studies, mine and plant design and engineering, marketing studies and assessment of permitting issues. Until that work and a positive feasibility study is concluded, there can be no assurance that the property contains commercially recoverable minerals.


About Magellan Gold Corporation


Magellan Gold Corporation (OTCBB:  MAGE) is a Nevada corporation engaged in the acquisition and exploration of precious metals mineral properties. The Company holds its properties through its 85% owned subsidiary Gulf & Western Industries, Inc.


The Silver District Property consists of 94 unpatented lode mining claims, 6 patented lode claims, an Arizona mining lease of 335 acres and 23 unpatented mill site claims, totaling over 2,000 acres. The property covers the heart of the historic Silver District in La Paz County, approximately 50 miles north of Yuma in southwest Arizona. Magellan completed the acquisition of the Silver District in September 2014.  


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


Cautionary Statement


"Mineralized material" as used in this press release, although permissible under the SEC's Industry Guide 7, does not indicate "reserves" by SEC standards. We cannot be certain that any deposits at our exploration 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 the disclosed mineralized material estimates will ever be confirmed or converted into reserves or that mineralized material 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

Pierce Carson (505) 463-9223

John Power (707) 884-3766

  




Magellan Gold Corporation

  

        P.O. Box 114, The Sea Ranch, CA 95497

                707-884-3766








Magellan Gold Corporation

  

        P.O. Box 114, The Sea Ranch, CA 95497

                707-884-3766