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): February 25, 2025
MAGELLAN
COPPER & GOLD CORP.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada | 000-54658 | 27-3566922 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification number) |
| 602
Cedar Street, Suite 205 Wallace, Idaho |
83873 | |
| (Address of principal executive offices) | (Zip Code) |
(208) 556-1600
(Registrant's telephone number, including area code)
Magellan Gold Corporation
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | 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 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| N/A | N/A | N/A |
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 ☐
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 |
The Company announced on February 25, 2025, that it entered into an agreement with Gold Express Mines. A copy of the agreement is attached as Exhibit 10.30 to this report.
| Item 9.01 | Financial Statements and Exhibits |
|
Exhibit No. |
Description |
| 10.30 | Agreement with Gold Express Mines. |
| 99.1 | Press Release dated February 25, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
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 COPPER & GOLD CORP. | ||
| Date: March 3, 2025 | By: |
/s/ Michael Lavigne |
| Name: | Michael Lavigne | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 10.30
Memorandum of Understanding between
Gold Express Mines, Inc. (“GEM”) and
Magellan Copper and Gold Corp. (“MAG”),
collectively the “Parties”, as of February 21, 2025.
WHEREAS GEM has provided certain technical, business and location information concerning the Cable Mine located near Anaconda, Montana;
WHEREAS MAG is interested in participating in the development of the Cable Mine;
WHEREAS MAG is interested in terminating its interest in the Kris Mine located in Plumas County, CA for an opportunity to enter a similar earn-in agreement for the Cable Mine;
WHEREAS GEM is interested in obtaining a business partner with mineral development experience in advancing the Cable Mine Project.
Now Therefore, the Parties agree as follows:
| 1) | MAG shall “earn-in” for up to 45% of the working interest in the Cable Mine Project (the “Cable Project” or the “Project”), under the following terms. |
| a. | Investing $500,000 into the Cable Project in allowable expenditures over the next twenty- four months, assuming permitting for the work is obtained. If permitting issues delay the exploration work, the twenty-four-month earn-in period shall be extended accordingly. |
| b. | The Kris Mine earn-in agreement between the parties is hereby terminated, and the $100,000 expenditure previously made toward the Kris Mine earn-in shall be credited towards the Cable Project earn-in leaving a net $400,000 owed toward the earn-in for the Cable Project. |
| c. | Allowable expenditures are sampling, drilling, assaying, geologic mapping and mine site improvements made or performed directly on the existing mine site or expanded mine site. Lease costs and claim maintenance fees on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are deemed to benefit the Project, and which are approved by both parties beforehand. Consulting fees for work directly benefiting the Project are also allowed including management of work, preparation of reports, and planning for future work. |
| d. | The Project is geographically defined as the existing patented mining claims and unpatented mining claims which are under lease with Cable Mountain Mining Inc. Additional acquired property which may be acquired by GEM, MAG or affiliates within 1/2 mile of the outside boundary of the existing mineral claims shall become part of the leasehold and subject to this agreement. |
| e. | The earn-in work program shall be jointly developed and managed by MAG and GEM management. |
| f. | Upon the earn-in being accomplished, the Board of Directors of both GEM and MAG shall establish a joint management structure for the continued management of the Project. |
| g. | The Lease Assignment, Lease Agreement, and various Exhibits have been provided to MAG for reference, and for the identification of the mineral properties which are subject to this agreement. |
(signature page follows)
| 1 |
Accepted and Agreed between the Parties on the date first written above.
| Gold Express Mines, Inc. | MAGELLAN COPPER AND GOLD CORP. | |
By: /s/ John P. Ryan |
By: /s/ Mike Lavigne | |
| John P. Ryan, CEO | Mike Lavigne, CEO |
| 2 |
Exhibit 99.1
February 25, 2025
Magellan Copper and Gold Corp. Announces Participatory Agreement with
Gold Express Mines regarding the Historic Atlantic Cable Gold Mine
Wallace, Idaho – February 25, 2025 – Magellan Copper and Gold Corp. (OTC: MAGE) (“Magellan” or the “Company”), is pleased to announce that the company has entered into an agreement with Gold Express Mines for a joint venture participatory agreement on the historic Atlantic Cable Gold Mine (the “Cable Mine”) located about midway between Anaconda, Montana and Philipsburg, Montana.
The Cable Mine is widely considered one of Montana’s top tier bonanza-grade gold producers and is known for its museum quality specimen gold. The Cable property was discovered in 1866 and saw several periods of active operations before being closed by the War Powers Act of 1942 (order L-208 issued by the U.S. War Production Board, shut America’s gold mines on December 7, 1942).
The agreement calls for Magellan to spend a minimum of $400,000 in development expenditures on the project over the next twenty-four months furthering the development and exploration of the property. In doing so, Magellan will earn a 45% participatory interest in the project. Gold Express Mines currently holds the property under a lease/purchase option with the underlying owner.
The Cable property consists of 480 acres of patented ground and 500 acres of unpatented mining claims. Labor and other services are available in both Anaconda and Philipsburg, 14 and 20 driving miles away, respectively. A likely location for processing of Cable ore is a fully permitted milling facility located at Philipsburg.
Permitting will be primarily with the Montana Dept. of Environmental Quality (“MDEQ”). Currently there is a permit in place for trenching work on a placer mining target located at the mine site. This work shall be completed this spring, subject to a reclamation bond being provided to MDEQ.
The next step in permitting will be to request a permit to re-open the main tunnel of the Cable Mine. The clean-up and refurbishment of this tunnel will allow access underground. The Company is studying historic records and reports to develop an underground drilling and sampling plan to confirm a historic copper-gold resource that is reported to be present within the mine.
This historic resource block was initially explored in the early 1900s by long-hole drilling and was estimated to contain 207,000 tons grading 1.5 to 4% copper and 0.11 to 0.14 ounces gold per ton. To the best of knowledge of the Company, this resource remains intact. Modern core drilling at the margins of this resource block intercepted multiple 5-foot intervals grading in ranges between 0.23 to 3.44 ounces gold per ton.
Potential investors and interested parties are cautioned that these historic results from past drilling and sampling will need to be confirmed by the Company. There is no assurance that the resource block referred to is still present in the mine, or that the Company will obtain sample or drill results as positive as those obtained in the past.
If the resource block is confirmed substantially at the grades and tonnages obtained in historic work, it will be the intention of both Magellan and Gold Express to operate the Cable Mine year-round, subject to required permits being obtained and successful commercial arrangements are made for treatment of the ore.
The underground resource will be mined using conventional cut-and-fill methods or back-stoping in select blocks of ore-grade material. Company principals and associates will plan and manage daily production work, hiring and developing a mining labor force to be used for the mining. Outside contracted services will likely be used for ore hauling, milling and refining.
| 1 |
About Magellan Copper and Gold Corp.
Magellan Copper and Gold Corp. (MAGE) is focused on the exploration and development of precious metals and copper in the Western United States. Magellan has two primary gold projects, the Cable Mine in Montana, and the Center Star Mine, located near Elk City, Idaho. The Company also control three copper projects, two in Idaho and one in Arizona.
To learn more about Magellan Copper and Gold Corp., visit www.magellancoppergold.com.
About Gold Express Mines, Inc.
Gold Express Mines is a US-based, multi-commodity mining company focused on the discovery, development and production of precious and base metal assets. Gold Express holds fourteen precious metal projects and six copper projects in the Western United States and has a substantial ownership interest in Fermi Uranium Corp., a uranium/rare earth exploration company. To learn more about Gold Express Mines, visit www.goldexpressmines.com.
Cautionary Statement
The United States Securities and Exchange Commission permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can legally extract or produce. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves. Currently we have not delineated “reserves” on any of our properties. We cannot be certain that any deposits at our properties will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves.” Investors are cautioned not to assume that all or any part of any “resource” estimates will ever be confirmed or converted into reserves or that they can be economically extracted, or that they will be permitted for production.
Forward Looking Statements
This release contains “forward-looking statements.” Such statements are based on good faith assumptions that Magellan Copper and Gold Corp. believes are reasonable, but which are subject to a wide range of uncertainties and business risks that could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements. Factors that could cause actual results to differ from those anticipated are discussed in the Company’s periodic filings with the Securities and Exchange Commission.
Contacts:
Magellan
Copper and Gold Corp.
Mike Lavigne, CEO
mblavigne@magellangoldcorp.com
| 2 |