Magellan Gold restructures $100K note, appoints new board and CFO

MAGELLAN COPPER & GOLD Corp

AJB assigned $100K promissory note (10% interest, past due) to Gold Express Mines (GEM).
Directors Mark Rodenbeck (Nov 8) and Deepak Malhotra (Nov 29) resigned; board set at four members.
John P. Ryan appointed director, CFO and Treasurer; Howard Crosby appointed director.
Company issued 250,000 shares to GEM; GEM now holds 47.4% of outstanding common stock.
Ryan and Crosby will receive no initial compensation for board or officer roles.

item 1.01 item 3.02 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MAGELLAN COPPER & GOLD Corp entered into Agreement with Gold Express Mines, Inc. (effective 2023-12-29).

Action: entry
Counterparty: Gold Express Mines, Inc.
Effective: 2023-12-29

Exact text from the filing

On December 29, 2023, Magellan Gold Corporation, a Nevada corporation (the “Company”), entered into an agreement (the “Agreement”) with Gold Express Mines, Inc., a Nevada corporation (“GEM”), pursuant to which, among other things (i) the Company consented to the assignment by AJB Capital Investments LLC, a Delaware limited liability company (“AJB”), of all of AJB’s right, title, obligation, liability and interest in, to and under that certain Promissory Note, dated February 2021 in the original principal amount of $200,000 (the “Promissory Note”) issued by the Company to AJB; (ii) the Company represented that it has taken all necessary corporate action to accept the resignations of Mark Rodenbeck and Deepak Maholtra as members of the board of directors (the “Board”) of the Company and appoint John P. Ryan, President, Chief Executive Officer and a director of GEM, and Howard Crosby, a director of GEM, to the Board; (iii) the Company agreed that at any time prior to December 29, 2026, if

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Source: SEC EDGAR

accession 0001683168-24-000126

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