MAGELLAN GOLD Corp (Form: 8-K, Received: 06/20/2017 16:03:46)

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 15, 2017

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)

ITEM 2.03

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN

OBGLIATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A

REGISTRANT

On June 15, 2017, the Board of Directors of Magellan Gold Corporation, a Nevada corporation (the “Company”), approved three loans evidenced by Promissory Notes (the “Notes”) pursuant to which the Company borrowed from its President, W. Pierce Carson, the principal amount of $25,000, and from John C. Power, its Chief Financial Officer, the principal amount of $25,000 and from John Gibbs, an investor, the principal amount of $100,000. The Notes are unsecured and are due and payable, together with interest at the rate of 6.00% per annum, on November 15, 2017. Copies of the Notes are attached hereto as Exhibits 99.1 through 99.3.

ITEM 8.01

OTHER EVENTS

On June 16, 2017, the Company executed and delivered a Consulting Agreement (the “Agreement”) between the Company and Bright Star International, Inc. (“Bright Star”) pursuant to which Bright Star has been engaged by the Company to provide the specific consulting services set forth in the Agreement. A copy of the Agreement is attached hereto as Exhibit 10.1.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS


Item	Title

10.1	Consulting Agreement
99.1	Promissory Note in favor of W. Pierce Carson
99.2	Promissory Note in favor of John Power
99.3	Promissory Note in favor of John Gibbs

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.

CONSULTING AGREEMENT

This Consulting Agreement (the "Agreement"), effective as of May 22, 2017 is entered into by and between Magellan Gold Corporation, herein referred to as the "Company"), having it ’ s principal place of business at 2010A Harbison Drive, Suite 312, Vacaville, CA 95687 and Bright Star International, Inc., (herein referred to as the “ Consultant ” ) having its principal place of business at 109 East 17th Street, Suite 25, Cheyenne, WY 82001.

RECITALS

WHEREAS , Company is a publicly held corporation.

WHEREAS , Company desires to engage the services of Consultant to represent the Company in investors' communications and public relations with existing shareholders, brokers, dealers and other investment professionals as to the Company's current and proposed activities, and to consult with management concerning such Company activities.

NOW THEREFORE , in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

Term of Consultancy. Company hereby agrees to retain the Consultant to act in a consulting capacity to the Company and the Consultant hereby agrees to provide services to the Company commencing upon May 22, 2017 ending May 21, 2018.

Duties of Consultant. The Consultant agrees that it will generally provide the following specified consulting services through its officers and employees during the term specified in Section 1:

Consult and assist the Company in developing and implementing appropriate plans and means for presenting the Company and its business plans, strategy and personnel to the financial community, establishing an image for the Company in the financial community, creating the foundation for subsequent financial public relations efforts;

Introduce the Company to the global financial community;

With the cooperation of the Company, maintain an awareness during the term of this Agreement of the Company ’ s plans, strategy and personnel, as they may evolve during such period, and consult and assist the Company in communicating appropriate information regarding such plans, strategy and personnel to the financial community;

Assist and consult with the Company with respect to its (i) relations with stockholders, (ii) relations with brokers, dealers, analysts and other investment professionals, and (iii) financial public relations generally;

Perform the functions generally assigned to stockholder relations and public relations departments in major corporations, including responding to telephone and written inquiries (which may be referred to the Consultant by the Company; preparing press releases for the Company with the Company's involvement and

approval of press releases, reports and other communications with or to shareholders, the investment community and the general public; consulting with respect to the timing, form, distribution and other matters related to such releases, reports and communications; and, at the Company's request and subject to the Company's securing its rights to the use of its names, marks, and logos, consulting with respect to corporate symbols, logos, names, the presentation of such symbols, logos and names, and other matters relating to corporate image;

Upon the Company's direction and approval, disseminate information regarding the Company to shareholders, brokers, dealers, other investment community professionals and the general investing public;

Upon the Company's approval, conduct meetings, in person or by telephone, with brokers, dealers, analysts and other investment professionals to communicate with them regarding the Company's plans, goals and activities, and assist the Company in preparing for press conferences and other forums involving the media, investment professionals and the general investment public;

At the Company's request, review business plans, strategies, mission statements, budgets, proposed transactions and other plans for the purpose of advising the Company of the public relations implications

Otherwise perform as the Company's consultant for public relations and relations with financial professionals.

2.1

Duties of the Company

Provide full disclosure as to status of Company and its history

Provide information to the Consultant as requested during due diligence period on a timely basis.

Allocation of Time and Energies. The Consultant hereby promises to perform and discharge faithfully the responsibilities which may be assigned to the Consultant from time to time by the officers and duly authorized representatives of the Company in connection with the conduct of its financial and public relations and communications activities, so long as such activities are in compliance with applicable securities laws and regulations. Consultant and staff shall diligently and thoroughly provide the consulting services required hereunder. Although no specific hours-per-day requirement will be required, Consultant and the Company agree that Consultant will perform the duties set forth herein above in a diligent and professional manner to provide those services herein described.

Financing “ Finder's Fee ” . It is understood that in the event the Consultant introduces the Company, or its nominees, to a leader or equity purchaser, or acquisition partner, not already having a preexisting relationship with the Company, with whom the Company, or its nominees, ultimately causes the completion of such financing, or any other completed transaction derived thereof with the Company ’ s approval; the Company agrees to compensate Consultant for such services for any transaction or financing completed during the term of this Agreement and for a period of one year from any termination of this Agreement; with a ‘ finder's fee ” in the amount of $100K. The Finder's Fee shall be payable in cash within five (5) business days of the Company receiving funds.

4.1

It is specifically understood that Consultant is not and does not hold itself out to be a Broker/Dealer, but is rather merely "Finder" in reference to the Company procuring financing sources and acquisition candidates.

Non-Assignability of Services. Consultant's services under this contract are offered to Company only and may not be assigned by Company to any entity with which Company merges or which acquires the Company or substantially all of its assets. In the event of such merger or acquisition, all compensation to Consultant herein under the schedules set forth herein shall remain due and payable, and any compensation received by the Consultant may be retained in the entirety by Consultant, all without any reduction or pro-rating and shall be considered and remain fully paid and on-assessable. Notwithstanding the non-assignability of Consultant's services, Company shall assure that in the event of any merger, acquisition, or similar change of form of entity, that its successor entity shall agree to complete all obligations to Consultant, including the provision and transfer of all compensation herein, and the preservation of the value thereof consistent with the rights granted to Consultant by the Company herein, and to Shareholders.

Indemnification.

(a)

The Company warrants and represents that all oral communications, written documents or materials furnished to Consultant by the Company with respect to financial affairs, operations, profitability and strategic planning of the Company are accurate and Consultant may rely upon the accuracy thereof without independent investigation. The Company will protect, indemnify and hold harmless Consultant against any claims or litigation including any damages, liability, cost and reasonable attorney's fees as incurred with respect thereto resulting from Consultant's communication or dissemination of any said information, documents or materials excluding any such claims or litigation resulting from Consultant's communication or dissemination of information except information not provided or authorized by the Company.

(b)

The Consultant warrants and represents that all oral communications, written documents or materials furnished to the Company by Consultant with respect to financial affairs, operations, profitability and strategic planning of the Company or any potential financing or transaction are accurate and the Company may rely upon the accuracy thereof without independent investigation. The Consultant will protect, indemnify and hold harmless the Company against any claims or litigation including any damages, liability, cost and reasonable attorney's fees as incurred with respect thereto resulting from the Company's communication or dissemination or reliance upon any said information, documents or materials excluding any such claims or litigation resulting from the Company's communication or dissemination of or reliance upon such information except information not provided or authorized by the Consultant.

Representations. Consultant represents that it is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the services set forth herein. Consultant acknowledges that, to the best of its knowledge, the performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over Consultant. Consultant further acknowledges that it is not a securities Broker Dealer or a registered investment advisor.

Status as Independent Contractor. Consultant's engagement pursuant to this Agreement shall be as independent contractor, and not as an employee, officer or other agent of the Company. Neither party to this Agreement shall represent or hold itself out to be the employer or employee of the other. Consultant further acknowledges the consideration provided hereinabove is a gross amount of consideration and that the Company will not withhold from such consideration any amounts as to income taxes, social security payments or any other payroll taxes. All such income taxes and other such payment shall be made or provided for by Consultant and the Company shall have no responsibility or duties regarding such matters. Neither the Company nor the Consultant possess the authority to bind each other in any agreements without the express written consent of the entity to be bound.

Attorney ’ s Fee. If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to is Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled.

10.

Waiver. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party.

11.

Notices. All notices, requests, and other communications hereunder shall be deemed to be duly given if sent by U.S. mail, postage prepaid, addressed to the other party at the address as set forth herein below:

To the Company:

Magellan Gold Corporation

2010A Harbison Drive #312

Vacaville, CA 95687

To the Consultant:

Bright Star International, Inc.

109 East 17th Street, Suite 25

Cheyenne, WY 82001

It is understood that either party may change the address to which notices for it shall be addressed by providing notice of such change to the other party in the manner set forth in this paragraph.

12.

Miscellaneous: This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and supersedes and cancels any prior communication, understandings and agreements between the parties. This Agreement cannot be modified or changed, nor can any of its provisions be waived, except by written agreement signed by all parties, the laws of the State of California shall govern this agreement.

13.

Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the alleged breach thereof, or relating to Consultant's activities or remuneration under this Agreement, shall be settled by binding arbitration in S Diego County California, in accordance with the applicable rules of the American Arbitration Association, an judgment on the award rendered by the arbitrator(s) shall be binding on the parties and may be entered in any court having jurisdiction as provided by Paragraph 14 herein. The provisions of Title 9 of Part 3 of the California Code of Civil Procedure, including section 1283.05, and successor statutes, permitting expanded discovery proceedings shall be applicable to all disputes that are arbitrated under this paragraph.

14.

Complete Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

15.

Confidentiality. For a period of two (2) years from the date of this Agreement both parties, or their representatives will not, directly or indirectly through any other person, circumvent any commitment, relationship, or other contract al arrangement that involves or relates to the subject matter pertinent to this Agreement. Both parties further agree to the confidential nature of the financing and corporate finance transactions and specific information regarding any financing or related activities will not be shared with third parties unless expressly agreed to in writing by both parties.

AGREED TO:

“ Company ”

MAGELLAN GOLD CORPORATION

Date:

By:

/s/ W. Pierce Carson

W. Pierce Carson, CEO

“ Consultant ”

BRIGHT STAR INTERNATIONAL, INC.

Date:

By:

/s/ Ivan Ditmars

Ivan Ditmars, President

PROMISSORY NOTE

$25,000

May 31, 2017

FOR VALUE RECEIVED, Magellan Gold Corporation, a Nevada corporation and its successors and assigns (the "Maker"), promises to pay to the order of W. Pierce Carson, individually ("Holder") at 2010 A Harbison Drive # 312, Vacaville, CA 95687, or at such other place as Holder may from time to time designate in writing, the principal sum of Twenty-Five Thousand and no/100 Dollars ($25,000) in lawful money of the United States of America, together with interest on so much thereof as is from time to time outstanding at the rate hereinafter provided, and payable as hereinafter provided .

Interest Rate . The unpaid principal balance of this Note shall bear interest commencing on the date of this Note at the rate of six percent (6%) per annum.

Payment/Maturity Date . The total outstanding principal balance hereof, together with accrued and unpaid interest, shall be due and payable in full November 15, 2017.

Default Interest and Attorney Fees . Upon declaration of a default hereunder, the balance of the principal remaining unpaid, interest accrued thereon, and all other costs, and fees shall bear interest at the rate of twelve percent (12%) per annum from the date or default, or the date of advance, as applicable. In the event of default, the Maker and all other parties liable hereon agree to pay all costs of collection, including reasonable attorneys' fees.

Interest Calculation . Daily interest shall be calculated on a 365-day year and the actual number of days in each month.

Prepayment . Maker may prepay the unpaid principal balance of this Note in whole or in part at any time or from time to time without penalty, together with interest accrued thereon to the date of such prepayment.

Costs of Collection . Maker agrees that if, and as often as, this Note is placed in the hands of an attorney for collection or to defend or enforce any of Holder's rights hereunder or under any instrument securing payment of this Note, Maker shall pay to Holder its reasonable attorneys' fees and all court costs and other expenses incurred in connection therewith, regardless of whether a lawsuit is ever commenced or whether, if commenced, the same proceeds to judgment or not. Such costs and expenses shall include, without limitation, all costs, reasonable attorneys' fees, and expenses incurred by Holder in connection with any insolvency, bankruptcy, reorganization, foreclosure, deed in lieu of foreclosure or similar proceedings involving Maker or any endorser, surety, guarantor, or other person liable for this Note which in any way affect the exercise by Holder of its rights and remedies under this Note, or any other document or instrument securing, evidencing, or relating to the indebtedness evidenced by this Note.

Default . At the option of Holder, the unpaid principal balance of this Note and all accrued interest thereon shall become immediately due, payable, and collectible, without notice or demand, upon

the occurrence at any time of any of the following events, each of which shall be deemed to be an event of default hereunder:

Maker's failure to make any payment of principal, interest, or other charges on or before the date on which such payment becomes due and payable under this Note.

Maker's breach or violation of any agreement or covenant contained in this Note, or in any other document or instrument evidencing, or relating to the indebtedness evidenced by this Note.

The failure of Maker to generally pay its debts as they become due or if Maker shall file in any court pursuant to any statute, either of the United States or of any state, a petition in bankruptcy or insolvency, or for reorganization, or for the appointment of a receiver or trustee of all or a substantial portion of Maker' property, or if Maker make any assignment for or petitions for or enters into an arrangement for the benefit of creditors, or if a petition in bankruptcy is filed against Maker which is not discharged within sixty (60) days thereafter.

Dissolution, liquidation or termination of Maker.

Application of Payments . Any payment made against the indebtedness evidenced by this Note shall be applied against the following items in the following order: (1) costs of collection, including reasonable attorney's fees incurred or paid and all costs, expenses, default interest, late charges and other expenses incurred by Holder and reimbursable to Holder pursuant to this Note (as described herein); (2) default interest accrued to the date of said payment; (3) ordinary interest accrued to the date of said payment; and (4) finally, outstanding principal.

Assignment of Note . This Note may not be assigned by Maker or Holder without the consent of the other party.

10.

Non-Waiver . No delay or omission on the part of Holder in exercising any rights or remedy hereunder shall operate as a waiver of such right or remedy or of any other right or remedy under this Note. A waiver on any one or more occasion shall not be construed as a bar to or waiver of any such right and/or remedy on any future occasion.

11.

Maximum Interest . In no event whatsoever shall the amount paid, or agreed to be paid, to Holder for the use, forbearance, or retention of the money to be loaned hereunder ("Interest") exceed the maximum amount permissible under applicable law. If the performance or fulfillment of any provision hereof, or any agreement between Maker and Holder shall result in Interest exceeding the limit for Interest prescribed by law, then the amount of such Interest shall be reduced to such limit. If, from any circumstance whatsoever, Holder should receive as Interest an amount which would exceed the highest lawful rate, the amount which would be excessive Interest shall be applied to the reduction of the principal balance owing hereunder (or, at the option of Holder, be paid over to Maker) and not to the payment of Interest.

12.

Purpose of Loan . Maker certifies that the loan evidenced by this Note is obtained for business or commercial purposes and that the proceeds thereof will not be used primarily for personal, family, household, or agricultural purposes.

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13.

Waiver of Presentment . Maker and the endorsers, sureties, guarantors and all persons who may become liable for all or any part of this obligation shall be jointly and severally liable for such obligation and hereby jointly and severally waive presentment and demand for payment, notice of dishonor, protest and notice of protest, and any and all lack of diligence or delays in collection or enforcement hereof. Said parties consent to any modification or extension of time (whether one or more) of payment hereof, the release of all or any part of the security for the payment hereof, and the release of any party liable for payment of this obligation. Any modification, extension, or release may be without notice to any such party and shall not discharge said party's liability hereunder.

14.

Governing Law . As an additional consideration for the extension of credit, Maker and each endorser, surety, guarantor, and any other person who may become liable for all or any part of this obligation understand and agree that the loan evidenced by this Note is made in the State of Holder's residence or domicile and the provisions hereof will be construed in accordance with the laws of such state, and such parties further agree that in the event of default this Note may be enforced in any court of competent jurisdiction in said state, and they do hereby submit to the jurisdiction of such court regardless of their residence or where this Note or any endorsement hereof may be executed.

15.

Binding Effect . The term "Maker" as used herein shall include the original Maker of this Note and any party who may subsequently become liable for the payment hereof as an assumer with the consent of the Holder, provided that Holder may, at its option, consider the original Maker of this Note alone as Maker unless Holder has consented in writing to the substitution of another party as Maker. The term "Holder" as used herein shall mean Holder or, if this Note is transferred, the then Holder of this Note.

16.

Relationship of Parties . Nothing herein contained shall create or be deemed or construed to create a joint venture or partnership between Maker and Holder, Holder is acting hereunder as a lender only.

17.

Severability . Invalidation of any of the provisions of this Note or of any paragraph, sentence, clause, phrase, or word herein, or the application thereof in any given circumstance, shall not affect the validity of the remainder of this Note.

18.

Amendment . This Note may not be amended, modified, or changed, except only by an instrument in writing signed by both of the parties.

19.

Time of the Essence . Time is of the essence for the performance of each and every obligation of Maker hereunder.

-3-

IN WITNESS WHEREOF , the undersigned has executed this Note this 15 ^th day of June, 2017.

Magellan Gold Corporation,

a Nevada corporation

By: /s/ John C. Power

John C. Power, its Chief Financial Officer

-4-

PROMISSORY NOTE

$25,000

May 31, 2017

FOR VALUE RECEIVED, Magellan Gold Corporation, a Nevada corporation and its successors and assigns (the "Maker"), promises to pay to the order of John C. Power , individually ("Holder") at 2010 A Harbison Drive # 312, Vacaville, CA 95687, or at such other place as Holder may from time to time designate in writing, the principal sum of Twenty-Five Thousand and no/100 Dollars ($25,000) in lawful money of the United States of America, together with interest on so much thereof as is from time to time outstanding at the rate hereinafter provided, and payable as hereinafter provided .

Interest Rate . The unpaid principal balance of this Note shall bear interest commencing on the date of this Note at the rate of six percent (6%) per annum.

Payment/Maturity Date . The total outstanding principal balance hereof, together with accrued and unpaid interest, shall be due and payable in full November 15, 2017.

Interest Calculation . Daily interest shall be calculated on a 365-day year and the actual number of days in each month.

Default . At the option of Holder, the unpaid principal balance of this Note and all accrued interest thereon shall become immediately due, payable, and collectible, without notice or demand, upon

the occurrence at any time of any of the following events, each of which shall be deemed to be an event of default hereunder:

Maker's failure to make any payment of principal, interest, or other charges on or before the date on which such payment becomes due and payable under this Note.

Maker's breach or violation of any agreement or covenant contained in this Note, or in any other document or instrument evidencing, or relating to the indebtedness evidenced by this Note.

Dissolution, liquidation or termination of Maker.

Assignment of Note . This Note may not be assigned by Maker or Holder without the consent of the other party.

10.

11.

12.

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13.

14.

15.

16.

17.

18.

Amendment . This Note may not be amended, modified, or changed, except only by an instrument in writing signed by both of the parties.

19.

Time of the Essence . Time is of the essence for the performance of each and every obligation of Maker hereunder.

-3-

IN WITNESS WHEREOF , the undersigned has executed this Note this 14 ^th day of June, 2017.

Magellan Gold Corporation,

a Nevada corporation

By: /s/ W. Pierce Carson

W. Pierce Carson, its President

-4-

PROMISSORY NOTE

$100,000

May 31, 2017

FOR VALUE RECEIVED, Magellan Gold Corporation, a Nevada corporation and its successors and assigns (the "Maker"), promises to pay to the order of John D. Gibbs , individually ("Holder") at 807 Wood N Creek, Ardmore, OK 73401 or at such other place as Holder may from time to time designate in writing, the principal sum of One Hundred Thousand and no/100 Dollars ($100,000) in lawful money of the United States of America, together with interest on so much thereof as is from time to time outstanding at the rate hereinafter provided, and payable as hereinafter provided .

Interest Rate . The unpaid principal balance of this Note shall bear interest commencing on the date of this Note at the rate of six percent (6%) per annum.

Payment/Maturity Date . The total outstanding principal balance hereof, together with accrued and unpaid interest, shall be due and payable in full November 15, 2017.

Interest Calculation . Daily interest shall be calculated on a 365-day year and the actual number of days in each month.

Default . At the option of Holder, the unpaid principal balance of this Note and all accrued interest thereon shall become immediately due, payable, and collectible, without notice or demand, upon

the occurrence at any time of any of the following events, each of which shall be deemed to be an event of default hereunder:

Maker's failure to make any payment of principal, interest, or other charges on or before the date on which such payment becomes due and payable under this Note.

Maker's breach or violation of any agreement or covenant contained in this Note, or in any other document or instrument evidencing, or relating to the indebtedness evidenced by this Note.

Dissolution, liquidation or termination of Maker.

Assignment of Note . This Note may not be assigned by Maker or Holder without the consent of the other party.

10.

11.

12.

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13.

14.

15.

16.

17.

18.

Amendment . This Note may not be amended, modified, or changed, except only by an instrument in writing signed by both of the parties.

19.

Time of the Essence . Time is of the essence for the performance of each and every obligation of Maker hereunder.

-3-

IN WITNESS WHEREOF , the undersigned has executed this Note this 14 ^th day of June, 2017.

Magellan Gold Corporation,

a Nevada corporation

By: /s/ W. Pierce Carson

W. Pierce Carson, its President

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___	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


	Magellan Gold Corporation

Date: June 16, 2017	By: /s/ W. Pierce Carson W. Pierce Carson, President and CEO