Form 8-K - Current report

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 19, 2024

Magellan Copper & Gold Inc.
(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 5.03

Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year.

On August 19, 2024, Magellan Gold Corporation issued a press release announcing that it had changed its name to Magellan Copper and Gold Inc. to better reflect the overall focus of the Company. The Company’s press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated August 19, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 INC.


Date: August 27, 2024	By:	/s/ Michael Lavigne
	Name:	Michael Lavigne
	Title:	Chief Executive Officer

Exhibit 99.1

August 19, 2024

Magellan Gold Announces Name Change to Magellan Copper and Gold Inc.

Wallace, Idaho – August 19, 2024 – Magellan Gold Corporation (OTCQB: MAGE) (“Magellan” or the “Company”), is pleased to announce that the company has changed its name to Magellan Copper and Gold Inc. to better reflect the overall focus of the company.

Magellan Gold Corporation has acquired several additional properties as well as entered into a joint venture agreement over the course of the last year. These additions have shifted the focus of the company to include not just gold but copper properties as well.

The Company believes that it is in the best interest of their shareholders to diversify the property portfolio and the focus of the properties within its portfolio. The Company believes that it is now positioned to take advantage of what it believes to be a new bull market in the gold markets and for what the Company expects will be a continued period of increasing demand for copper.

CEO Mike Lavigne stated, “The Company’s focus will continue to be the expansion of exploration on its current properties with the goal of advancing those properties towards near term production either organically or through joint ventures with larger partners”. He continued, “The Company will also remain focused on properties in areas of historic production and that have typically been focused on underground development as the Company believes that this strategy offers the best opportunity for a quicker timeline to any potential production on its portfolio properties”.

About Magellan Gold Corporation

Magellan Copper and Gold Inc. (MAGE) is focused on the exploration and development of precious metals in North America and more specifically the Western United States. Magellan controls six projects: The Center Star Gold Mine, Golden, Idaho Project, Seafoam District, Blacktail District, Bit-It Project, and Terror Gulch (Capparelli Group), all located within the State of Idaho.

To learn more about Magellan Copper and Gold Inc., visit www.magellangoldcorp.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 or legally extracted.

Forward Looking Statements

This release contains “forward-looking statements.” Such statements are based on good faith assumptions that Magellan Gold Corporation 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 Magellan Gold Corporation’s periodic filings with the Securities and Exchange Commission.

Contacts:
Magellan Gold Corporation
Mike Lavigne, CEO
mblavigne@magellangoldcorp.com

Cover	Aug. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 19, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-54658
Entity Registrant Name	Magellan Copper & Gold Inc.
Entity Central Index Key	0001515317
Entity Tax Identification Number	27-3566922
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	602 Cedar Street
Entity Address, Address Line Two	Suite 205
Entity Address, City or Town	Wallace
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83873
City Area Code	208
Local Phone Number	556-1600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false