SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 23rd, 2021 • MAGELLAN GOLD Corp • Metal mining • Wyoming
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of February ___, 2021, by and between MAGELLAN GOLD CORPORATION, a Nevada corporation, with headquarters located at 602 Cedar Street, Suite 205, Wallace, Idaho 83873 (the "Company"), and AJB CAPITAL INVESTMENTS, LLC, a Delaware limited liability company, with its address at 4700 Sheridan Street, Suite J, Hollywood, FL 33021 (the "Buyer").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 24th, 2018 • MAGELLAN GOLD Corp • Metal mining • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 20, 2018, by and between MAGELLAN GOLD CORPORATION, a Nevada corporation, with its address at 2010A Harbison Drive #312, Vacaville, CA 95687 (the “Company”), and POWER UP LENDING GROUP LTD., a Virginia corporation, with its address at 111 Great Neck Road, Suite 216, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 7th, 2017 • MAGELLAN GOLD Corp • Metal mining • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of November 2, 2017, is entered into by and between MAGELLAN GOLD CORP., a Nevada corporation (the “Company”), and EMA Financial, LLC, a Delaware limited liability company (the “Purchaser”).
Broker-Dealer AgreementBroker-Dealer Agreement • September 28th, 2021 • MAGELLAN GOLD Corp • Metal mining
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Magellan Gold Corporation (“Client”), a Nevada Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of May 24, 2021 (the “Effective Date”):
STOCK PURCHASE WARRANT To Purchase _______________ Shares of Common Stock of MAGELLAN GOLD CORPORATIONMAGELLAN GOLD Corp • December 20th, 2018 • Metal mining
THIS CERTIFIES that, for value received, _________________________________, or assigns (the "Holder"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date of issuance of this Warrant (the "Initial Exercise Date") and on or prior to the close of business on a date that is three (3) months following the effective date of a Registration Statement on Form S-1 registering for resale the Warrant Shares (defined below) under the Securities Act of 1933, as amended (the "Termination Date") unless sooner terminated in accordance with the Agreement as hereinbelow defined but not thereafter, to subscribe for and purchase from Magellan Gold Corporation, a Nevada corporation (the "Company"), up to ______________________________ (_______________) shares (the "Warrant Shares") of Common Stock, $0.001 par value per share of the Company (the "Common Stock"). The purchase price of one share of Common Stock (the "Exercise Price") under this War
SECURITY AGREEMENTSecurity Agreement • July 20th, 2020 • MAGELLAN GOLD Corp • Metal mining • Colorado
THIS SECURITY AGREEMENT is entered into as of this 1st day of July, 2020, by and among CLEARWATER GOLD MINING CORPORATION ("Clearwater"), Magellan Gold Corporation (“Debtor”) and GREGORY SCHIFRIN ("Secured Party").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2018 • MAGELLAN GOLD Corp • Metal mining • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October __, 2018 by and among MAGELLAN GOLD CORPORATION, a Nevada corporation (the “Company”), and the undersigned signatories (the “Buyers”).
MAGELLAN GOLD CORPORATION SUBSCRIPTION AGREEMENTSubscription Agreement • September 28th, 2021 • MAGELLAN GOLD Corp • Metal mining • New York
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
MAGELLAN GOLD CORPORATION RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 12th, 2020 • MAGELLAN GOLD Corp • Metal mining • Colorado
MAGELLAN GOLD CORPORATION, a Nevada corporation (the “Company”), has granted you an award (this “Award”) of restricted stock units (the “Stock Units”) under the Magellan Gold Corporation Deferred Compensation and Equity Award Plan, as amended from time to time (the “Plan”), conditioned upon your agreement to the terms and conditions described below. Each Stock Unit represents an unfunded promise by the Company to issue to you, upon a specified future event, one share of the Company’s common stock, $0.001 par value (the “Common Stock”). The effective date of grant will be November 1, 2020 (the “Grant Date”), subject to your promptly signing and returning a copy of this Agreement (as defined below) to the Company. The Award has been made in fulfillment of:
ContractMAGELLAN GOLD Corp • December 20th, 2018 • Metal mining • Colorado
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
ContractMAGELLAN GOLD Corp • July 20th, 2020 • Metal mining • Colorado
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SERIES 2017 10% SECURED PROMISSORY NOTE DUE DECEMBER 31, 2018MAGELLAN GOLD Corp • December 6th, 2017 • Metal mining • Colorado
THIS NOTE is one of a duly authorized series of Notes of MAGELLAN GOLD CORPORATION, a Nevada corporation (the “Company”), designated as its Series 2017 10% Secured Promissory Notes (the “Notes”) due on December 31, 2018 (the “Maturity Date”), in an aggregate principal amount of up to $1,500,000 plus accrued and unpaid interest.
CREDIT AGREEMENTCredit Agreement • February 4th, 2013 • MAGELLAN GOLD Corp • Metal mining • Nevada
THIS CREDIT AGREEMENT (the "Agreement") is made effective as of December 31, 2012 between MAGELLAN GOLD CORPORATION, a Nevada corporation, ("Borrower" or “Company”) and JOHN D. GIBBS ("Lender").
AGREEMENT BY AND AMONG LENDERSAgreement by and Among Lenders • December 20th, 2018 • MAGELLAN GOLD Corp • Metal mining • Colorado
This Agreement is made and entered into as of the __ day of ___________, 2018, by and between Magellan Gold Corporation, a Nevada corporation (the “Company”) and those parties who purchased and hold Series 2018A 10% Unsecured Convertible Promissory Notes (the “Notes”) issued by the Company (collectively referred to herein as “Lenders”).
MINING LEASE (RANDALL CLAIMS)Mining Lease • May 18th, 2011 • MAGELLAN GOLD Corp • Nevada
THIS MINING LEASE (RANDALL CLAIMS) (the "Agreement") is made this 18th day of August, 2010 by and between RS GOLD, LLC, a Nevada limited liability company ("Owner"); and JOHN C. POWER, a married man dealing with his separate property ("Lessee").
AGREEMENT TO CONVERT DEBTAgreement • July 30th, 2018 • MAGELLAN GOLD Corp • Metal mining • Colorado
THIS AGREEMENT is made and entered into effective the 24TH day of July, 2018, by and between MAGELLAN GOLD CORPORATION, a Nevada corporation ("Magellan" or the "Company"), and W. PIERCE CARSON (Claimant").
Purchase Agreement between Gold Express Mines, Inc. and Magellan Gold Corp.Purchase Agreement • January 11th, 2024 • MAGELLAN GOLD Corp • Metal mining • Idaho
THIS AGREEMENT is made on January 7, 2024, between Gold Express Mines, Inc., a Nevada corporation with its principal place of business at 250 Pehle Ave., Suite 200 Saddle Brook, NJ 07663 hereinafter the "Seller", and Magellan Gold Corp, a Nevada corporation, hereinafter the “Buyer”, with its principal place of business at 602 Cedar Street, Suite 205 Wallace, Idaho 83873
CONSULTATION AGREEMENTConsultation Agreement • May 18th, 2011 • MAGELLAN GOLD Corp
THIS CONSULTATION AGREEMENT is made and entered into as of the 11th day of January, 2011, by and between MAGELLAN GOLD CORPORATION, a Nevada corporation (the "Company") and JOHN C. POWER ("Consultant").
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 21st, 2017 • MAGELLAN GOLD Corp • Metal mining
This STOCK PLEDGE AGREEMENT (this “Agreement”) is made effective this 30th day of June, 2017 (the “Effective Date”) between MAGELLAN GOLD CORPORATION (“Pledgor”) and JOHN C. POWER (“Secured Party”).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • December 6th, 2017 • MAGELLAN GOLD Corp • Metal mining
This STOCK PLEDGE AGREEMENT (this “Agreement”) is made effective this ___ day of November, 2017 (the “Effective Date,”) between MAGELLAN GOLD CORPORATION, a Nevada corporation (“Pledgor”) and ______________, as Collateral Agent under the terms of a Collateral Agent Agreement of even date with the holders of Pledgor’s Series 2017 10% Secured Promissory Notes (“Secured Party”).
AMENDMENT #1 to OPTION AGREEMENT – SILVER DISTRICT PROPERTYOption Agreement • August 23rd, 2013 • MAGELLAN GOLD Corp • Metal mining • Nevada
MAGELLAN GOLD CORPORATION, a Nevada company with an office at c/o Richard Harris, 6121 Lakeside Drive, Suite 260, Reno, Nevada 89511 (the “Optionee”)
LETTER AGREEMENTLetter Agreement • September 25th, 2018 • MAGELLAN GOLD Corp • Metal mining
Magellan Gold Corporation, a Nevada corporation, and its wholly owned subsidiary company (and/or assignee) (a Mexican company), collectively "Magellan", whose address is 2010A Harbison Drive #312, Vacaville, California 95687, USA, and
FIRST AMENDMENT TO OPTION AND MINING LEASEOption and Mining Lease • April 5th, 2012 • MAGELLAN GOLD Corp • Metal mining
On March 15, 2011, THE COWLES TRUST (as to an undivided 5/8ths interest), VIRGINIA VIERRA (as to an undivided 1/8th interest), DOROTHY FARNANDEZ (as to an undivided 1/8th interest), and EDWARD COMER (as to an undivided 1/8th interest) (collectively referred to as “Owners”) entered into an “Option and Mining Lease” (the “Agreement”) with MAGELLAN GOLD CORPORATION, a Nevada corporation (“Magellan”).
LOCK-UP / VOTING TRUST AGREEMENTVoting Trust Agreement • October 27th, 2016 • MAGELLAN GOLD Corp • Metal mining • British Columbia
MAGELLAN GOLD CORPORATION, a company incorporated under the laws of the State of Nevada and having an office at 2010A Harbison Drive #312, Vacaville, CA, 95687, United States
ContractAgreement • August 20th, 2018 • MAGELLAN GOLD Corp • Metal mining
AGREEMENT FOR EXPLORATION, EXPLOITATION, UNILATERAL SALES PROMISE AND TRANSFER OF TEMPORARY OCCUPATION RIGHTS, BETWEEN INGENIEROS MINEROS, S.A. DE C.V. REPRESENTED BY ITS REPRESENTATIVE J. JESÚS RICARDO MORENO TROUSSELLE (HEREINAFTER REFERRED TO AS “THE PROMISOR”) AND, ON THE OTHER, MINERALES VANE 2, S.A. DE C.V. (HEREINAFTER REFERRED TO AS “THE PROSPECTOR”) REPRESENTED BY ITS REPRESENTATIVE MR. JOSÉ MARIO DE LA GARZA MARROQUÍN, ACCORDING TO THE FOLLOWING RECITALS AND CLAUSES
STOCK PLEDGE AGREEMENTStock Pledge Agreement • July 20th, 2020 • MAGELLAN GOLD Corp • Metal mining
THIS AGREEMENT made and entered into this 1st day of July, 2020, by and between MAGELLAN GOLD CORPRATION, a Nevada corporation, hereafter referred to as "Pledgor," and GREGORY SCHIFRIN, hereinafter referred to as "Pledgee."
ContractMAGELLAN GOLD Corp • November 6th, 2018 • Metal mining • Colorado
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
AMENDMENT NO. 1 TO MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • August 1st, 2017 • MAGELLAN GOLD Corp • Metal mining
THIS AMENDMENT NO. 1 TO MEMORANDUM OF UNDERSTANDING (this “Amendment”) is made and entered into as of the 31 day of July, 2017 by and among MAGELLAN GOLD CORPORATION, a Nevada corporation or a wholly-owned entity to be formed and organized for the purpose of being the party to the MOU as defined below ("Magellan"), and ROSE PETROLEUM, plc and its wholly-owned subsidiary MINERALES VANE S.A. de C.V. (“VANE”) (collectively “Rose”). Magellan and Rose may each be referred to as a “Party” and together the “Parties.
EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2016 • MAGELLAN GOLD Corp • Metal mining • Colorado
AGREEMENT made as of this 1st 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.
ESCROW AGREEMENTEscrow Agreement • December 6th, 2017 • MAGELLAN GOLD Corp • Metal mining • Colorado
THIS ESCROW AGREEMENT, dated as of the 1st day of November, 2017 (“Escrow Agreement” or “Agreement”), is by and among MAGELLAN GOLD CORPORATION, a Nevada corporation (“Buyer”), and VANE MINERALS (UK) LIMITED (“Vane”) and ROSE PETROLEUM, plc (“Rose”) (Vane and Rose are together, the “Seller”) and Corporate Stock Transfer, Inc. (“Escrow Agent”). Each of Buyer, Seller and Escrow Agent are hereinafter sometimes individually referred to herein as a “party” and collectively as the “parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 12th, 2017 • MAGELLAN GOLD Corp • Metal mining • Colorado
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 9th day of September, 2017 by and among Magellan Acquisition Corporation, a Nevada corporation (“Purchaser”), Purchaser’s parent corporation Magellan Gold Corporation, a Nevada corporation (“Magellan”), Vane Minerals (UK) Limited (“Minerals”), Minerals’ parent corporation Rose Petroleum, plc (“Rose”) and Minerals’ wholly-owned subsidiaries Minerales Vane S.A. de C.V. (“Vane”) and Minerales Vane 2 S.A. de C.V. (the “Company”). Purchaser, Magellan, Seller, Vane and the Company are sometimes individually referred to as a “Party” and collectively, the “Parties.” Minerals and Rose are together the “Seller.”
MINING OPTION AGREEMENTMining Option Agreement • October 27th, 2016 • MAGELLAN GOLD Corp • Metal mining • British Columbia
RIO SILVER INC., a company incorporated under the laws of the Province of British Columbia and having a business office at 40 University Avenue, Suite 603, Toronto, Ontario, M5J 1T1
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 27th, 2016 • MAGELLAN GOLD Corp • Metal mining
THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into this 1st day of July, 2016, by and among GULF+WESTERN INDUSTRIES, INC., a Nevada corporation ("G+W"); MAGELLAN GOLD CORPORATION, a Nevada corporation ("Magellan"); and MAGELLAN MERGER SUB, INC. a Nevada wholly-owned subsidiary of Magellan ("MSub"). G+W, Magellan and MSub are hereinafter sometimes individually referred to as a “party” and collectively as the “parties”.
INTERIM MILLING AGREEMENTInterim Milling Agreement • November 8th, 2017 • MAGELLAN GOLD Corp • Metal mining
THIS INTERIM MILLING AGREEMENT ("Agreement") is entered into on this 1st day of November, 2017, by and between Rose Petroleum, plc (“Rose”) and its wholly-owned subsidiary Minerales Vane S.A. de C.V. (“Vane”) and Magellan Gold Corporation, a Nevada corporation (“Magellan”);
PURCHASE AGREEMENTPurchase Agreement • October 2nd, 2014 • MAGELLAN GOLD Corp • Metal mining • Nevada
MAGELLAN GOLD CORPORATION, a Nevada company with an office at c/o Richard Harris, 6121 Lakeside Drive, Suite 260, Reno, Nevada 89511 (the “Magellan”)
