ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OF A REGISTRANT

In February, 2021, Magellan Gold Corporation, a Nevada corporation (the "Company") sold a 10% Convertible Promissory Note in the principal amount of $200,000 to AJB Capital Investments, LLC ("AJB") for a total consideration of $184,000 ("Note"). The Note is unsecured. The Note was purchased pursuant to the terms and conditions of a Securities Purchase Agreement dated February, 2021 (the "SPA"). The Note and the SPA are filed herewith as Exhibits 10.1 and 10.2 respectively. AJB was also paid a commitment fee in the amount of $200,000 payable by the issuance of an aggregate of 266,667 shares of the Company's common stock. The commitment fee is partially redeemable under certain circumstances.

The Note is convertible into shares of common stock at a conversion price equal to 90% of the lowest trading price of the common stock during the 20 Trading Days immediately preceding the conversion. The conversion price is subject to adjustment under certain circumstances.

ITEM 7.01 REGULATION FD DISCLOSURE

The following sets forth the information required by Item 701 of Regulation S-K with respect to the unregistered sales of equity securities by Magellan Gold Corporation (the "Company") with respect to the Unit Offering:

a. In February, 2021, the Company sold a 10% Convertible Promissory Note in the


    principal amount of $200,000 as described in Item 2.03 above. The Company also
    issued to the investor an aggregate of 266,667 shares of common stock as a
    commitment fee (the "Commitment Fee Shares").

b. The Note and Commitment Fee Shares were (collectively the "Securities") were


    sold to one (1) investor who qualified as an "accredited investor" within the
    meaning of Rule 501(a) of Regulation D under the Securities Act of 1933 as
    amended (the "Securities Act").

c. The Company paid no fees or commissions in connection with the issuance of the


    Securities.

d. The issuance of the Securities was undertaken without registration under the


    Securities Act in reliance upon an exemption from the registration
    requirements of the Securities Act set forth in Rule 506(b) of Regulation D
    and Section 4(2) thereunder. The investors each qualified as an "accredited
    investor" within the meaning of Rule 501(a) of Regulation D. In addition, the
    Securities, which were taken for investment purposes and not for resale, were
    subject to restrictions on transfer. We did not engage in any public
    advertising or general solicitation in connection with this transaction, and
    we provided the investor with disclosure of all aspects of our business,
    including providing the investor with our reports filed with the Securities
    and Exchange Commission and other financial, business and corporate
    information. Based on our investigation, we believed that the accredited
    investors obtained all information regarding the Company that each requested,
    received answers to all questions posed and otherwise understood the risks of
    accepting our Securities for investment purposes.

e. The terms of conversion of the Note are set forth in the form Note filed


    herewith.




 f. Not applicable.

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