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): August 30, 2018
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 |
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 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
Amendment No. 1 to Convertible Promissory Note
Effective August 30, 2018 Magellan Gold Corporation (the “Company”) and POWER UP LENDING GROUP LTD. signed an Amendment No. 1 to the Convertible Promissory Note (the “Note”) dated August 20, 2018 (“Power Up Amendment”) clarifying certain customary provisions of the Note. The Power Up Amendment is filed herewith as Exhibit 10.1.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | |
| Item | Title | |
| 10.1 | Amendment No. 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: September 5, 2018 |
By: /s/ W. Pierce Carson W. Pierce Carson, President |
Exhibit 10.1
AMENDMENT NUMBER 1
TO
CONVERTIBLE PROMISSORY NOTE
This Amendment No. 1 to the Convertible Promissory Note (this "Amendment") is executed as of August 30, 2018 by MAGELLAN GOLD CORPORATION , a Nevada corporation (the “Maker”); and POWER UP LENDING GROUP LTD. , a Virginia corporation ("Holder"), to amend the Convertible Promissory Note dated August 20, 2018 in favor of Holder (the "Note").
The Maker and the Holder desire to amend the Note and further agree as follows:
1. Capitalized Terms . Except as expressly provided in this Amendment, all capitalized terms used in this Amendment have meanings ascribed to them in the Note and those definitions are incorporated by reference into the Note.
2. The interest rate of the note as set forth in the initial paragraph of the Note is hereby amended to ten percent (10%)(the “Interest Rate”) per annum
3. Counterparts and Electronic Means . This Amendment may be executed in any number of counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the day and year first written above.
4. Third Parties . Except as specifically set forth or referred to herein, nothing herein express of implied is intended or shall be construed to confer upon or give to any person other than the parties hereto and their permitted successors or assigns, any claims, rights, remedies under or by reason of this Amendment.
5. Governing Law . This Amendment shall be governed and construed in accordance with the laws of the State of Virginia applicable to agreements made and to be performed entirely within such State and the federal laws of the United States of America, without regard to the conflict of laws rules thereof.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.
MAGELLAN GOLD CORPORATION
By: /s/ W. Pierce Carson
W. Pierce Carson
President; Chief Executive Officer
POWER UP LENDING GROUP LTD.
By: /s/ Curt Kramer
Curt Kramer
Chief Executive Officer