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): October 17, 2017
MAGELLAN GOLD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Nevada |
_ 333-174287 |
27-3566922 |
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(State or other jurisdiction
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Commission File
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(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
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(Former name or former address, if changed since last report)
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
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. [ ]
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ITEM 1.01 |
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
Amendment to Stock Purchase Agreement
On October 17, 2017, Magellan Gold Corporation (the “Company”) signed an Amendment to Stock Purchase Agreement (the “Amendment”) by and among the Company, Magellan Acquisition Corporation (“Purchaser”) Vane Minerals (UK) Limited (“Minerals”), Rose Petroleum, plc (Minerals parent corporation) (“Rose”) and Minerals’ wholly-owned subsidiaries Minerales Vane S.A. de C.V. (“Vane”) and Minerales Vane 2 S.A. de C.V. (“Vane 2”). Rose and Minerals are together the “Seller”. The Amendment is filed herewith as Exhibit 10.1.
Under the terms of the Amendment the Purchaser shall purchase 26,573,998 Shares of Vane 2 from the Seller and the Company shall purchase from Seller one Share of Vane 2, together comprising all of the Shares of Vane 2 owned by Seller. The Closing Date has changed from November 30, 2017 to December 31, 2017 and as soon as practicable following the Closing Date, Purchaser shall consummate the acquisition of Minerales VANE Operaciones from Seller for a purchase price of $2,500. Section 9.2(s) of the original Stock Purchase Agreement was deleted in its entirety.
Details of the original Stock Purchase Agreement were reported in the Company’s Current Report on Form 8-K dated September 9, 2017 and filed with the Securities and Exchange Commission on September 12, 2017.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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Title |
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10.1 |
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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.
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Magellan Gold Corporation |
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Date: October 18, 2017 |
By: /s/ W. Pierce Carson W. Pierce Carson, President |
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AMENDMENT TO STOCK PURCHASE AGREEMENT
This Amendment to Stock Purchase Agreement (this “ Amendment ”) is dated as of October 17, 2017 (“ Amendment Effective Date ”), between
1. Magellan Acquisition Corporation, a Nevada corporation (“ Purchaser ”),
2. Magellan Gold Corporation (Purchaser’s parent corporation), a Nevada corporation (“ Magellan ”),
3. Vane Minerals (UK) Limited (“ Minerals ”),
4. Rose Petroleum, plc (Minerals’ parent corporation) (“ Rose ”), and
5. Minerals’ wholly-owned subsidiaries Minerales Vane S.A. de C.V. (“ Vane ”) and Minerales Vane 2 S.A. de C.V. (the “ Company ”).
WHEREAS , the parties entered into a Stock Purchase Agreement dated 9 September (the “ Agreement ”); and
WHEREAS , the parties wish to amend the Agreement and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties have agreed to amend the Agreement as specified herein.
NOW, THEREFORE , the parties agree as follows:
1. Section 2.1 of the Agreement is amended by deleting it and replacing it with the following:
“2.1 Purchase of Shares . Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer and deliver free and clear of all Liens:
(a) to Purchaser, and Purchaser shall purchase from Seller, 26,573,998 Shares of the Company, and
(b) to Magellan, and Magellan shall purchaser from Seller, one Share of the Company,
together comprising all of the Shares of the Company owned by Seller.”
2. A new Section 8.8 is added to the Agreement as follows:
“8.8 Acquisition of Minerales VANE Operaciones . As soon as practicable following the Closing, Purchaser shall consummate the acquisition of Minerales VANE Operaciones (“MVO”) from Seller for a purchase price of $2,500.00.”
3. Section 9.1 of the Agreement is amended by changing the Closing Date from 30 November 2017 to 31 December 2017.
4. Section 9.2(s) of the Agreement is deleted in its entirety.
5. The Agreement remains in full force and effect, unamended except as expressly amended by this Amendment.
6. The parties confirm and acknowledge that each party will give and receive valuable tangible and intangible consideration from the performance of this Amendment, and as proof thereof, each party agrees to sign this Agreement as a “contract under seal.” Notwithstanding their signatures under seal, the parties agree that all contract actions brought by a party to this Amendment shall be subject to the limitations on actions for contract specified in Colorado law.
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7. This Amendment may be signed in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. Facsimile and electronic PDF signatures shall be deemed original signatures for purposes of execution of this Amendment.
IN WITNESS WHEREOF , the parties have caused this Amendment to be signed in its name by its duly authorized person as of the Amendment Effective Date.
MAGELLAN ACQUISITION CORPORATION MAGELLAN GOLD CORPORATION
By: /s/ W. Pierce Carson By: /s/ W. Pierce Carson
Name: W. Pierce Carson Name: W. Pierce Carson
Title: President Title: President
VANE MINERALS (UK) LIMITED ROSE PETROLEUM, PLC
By: /s/ M.C. Idiens By: /s/ M.C. Idiens
Name: M.C. Idiens Name: M.C. Idiens
Title: CEO Title: CEO
MINERALES VANE S.A. DE C.V. MINERALES VANE 2 S.A. DE C.V.
N ame: M.C. Idiens Name:
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