Exhibit 10.1


 


AGREEMENT TO ACCEPT COLLATERAL


IN FULL SATISFACTION OF OBLIGATIONS


 


THIS AGREEMENT TO ACCEPT COLLATERAL IN
FULL SATISFACTION OF OBLIGATIONS (“Agreement”) is made and entered into, effective March 31, 2020 (“Effective
Date”) by and between the undersigned noteholders (hereinafter each is referred to as “Lender” or
“Secured Party” and collectively “Lenders” or “Secured Parties”), JOHN
GIBBS, as Collateral Agent, and MAGELLAN GOLD CORPORATION, a Nevada corporation (hereinafter referred to as “Debtor”
or as the “Corporation”).


 


RECITALS


 


A.       For
good and valuable consideration, Debtor executed and delivered the Promissory Notes listed on Exhibit A hereto (the “Notes”)
in favor of the creditors listed on Exhibit A (each a “Creditor”). As of the date hereof, Debtor is indebted
under the Notes (and all documents delivered pursuant thereto) in the amounts set forth on Exhibit A hereto, principal and interest,
plus costs and expenses of collection including reasonable attorneys’ fees (the “Debtor’s Indebtedness”).


 


B.       The
obligations of Debtor to the Creditors under the Notes are secured by a Stock Pledge Agreement and Security Agreement (“Stock
Pledge”)from Debtor to Creditors covering 100 shares of common stock of Magellan Acquisition Corporation and one (1)
share of Minerales Vane 2 S.A. de CV (the “Collateral”). The Collateral is held under a Collateral Agent Agreement
dated November 30, 2017 (“Collateral Agent Agreement”) pursuant to which John Gibbs was appointed Collateral
Agent for the Creditors.


 


D.       The
aforementioned Notes and Stock Pledge Agreements and any documents or instruments incorporated therein or executed by and between
the Creditors and the Debtor in connection therewith are referred to herein collectively as the “Loan Documents”.


 


E.       The
Notes matured and became due and payable on December 31, 2019 and remain unpaid. As a result, Debtor is in default of its obligations
to Creditors under the Loan Documents.


 


F.       As
provided and permitted by the Loan Documents, Lender accelerated Debtor’s Indebtedness.


 


G.       Debtor
is unable to meet the demand of Creditors for full satisfaction of its obligations to Lender under the Loan Documents.


 


 


 






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H.       Creditors
and Debtor have agreed to Creditors’ acceptance of the Collateral in full satisfaction of Debtor’s Indebtedness, in
a manner which complies with the provisions of the Uniform Commercial Code now in effect in the State of Colorado.


 


I.       The
Lender or Secured Party and the Debtor acknowledge that the current market value of the Collateral does not exceed the total monetary
obligation of the Debtor that is currently due and payable as a result of Debtor’s default of its obligations to Creditors
under the Loan Documents.


 


NOW, THEREFORE, in consideration
of the above recitals, as well as the covenants and representations contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Lender and Debtor hereby agree as follows:


 


(1)       RECITALS
AND THIRD PARTY BENEFICARIES. The above recitals are acknowledged by the parties to be true and correct and are incorporated
herein by reference as substantive provisions of this Agreement. It is acknowledged and agreed that Creditors shall be deemed express
third party beneficiaries of this Agreement.


 


(2)       MODIFICATION
OF NOTES. Lenders each agree to unconditionally and irrevocably waive any entitlement or right to receive payment of (i) the
initial 10% Financing Fee included in the principal amount of the Notes, (ii) the 5% Rollover Fee agreed to by Debtor pursuant
to the Allonge and Modification Agreement dated March 12, 2019 and (iii) all accrued and unpaid interest, including default interest,
due under the Notes. Debtor’s Indebtedness shall be deemed for all purposes to be reduced by the amount of obligations waived
pursuant to this paragraph 2 and Debtor shall be forgiven for any obligation or liability for the amounts so waived by Lenders.


 


(3)       ACCEPTANCE
OF COLLATERAL IN FULL SATISFACTION OF DEBTOR’S INDEBTEDNESS.


 


(a) Debtor hereby transfers and assigns
to Collateral Agent, as agent for the Lenders, all of Debtor’s right, title and interest in and to the Collateral. Debtor
shall have no further interest in the Collateral.


 


(b) Pursuant to Section 4-9-620(a) of
the Uniform Commercial Code of the State of Colorado (“UCC”), and particularly as codified under the statutes
of the State of Colorado as Colorado Revised Statutes Section 4-9-620(a), Lenders and Debtor agree that Lenders have accepted
the Collateral as full satisfaction of the Debtor’s Original Indebtedness, and obligations to Lender under the Loan Documents,
including amounts due under the Notes.


 


(4)       WAIVER
OF RIGHT TO NOTIFICATION OF DISPOSITION OF COLLATERAL, WAIVER OR RIGHT TO RQUIRE DISPOSITION OF COLLATERAL, AND WAIVER OF RIGHT
TO REDEEM COLLATERAL. Pursuant to Colorado Revised Statutes Section 4-9-624(a)(b)(c), Debtor hereby waives its right to notification
of disposition of Collateral under Section 4-9-611, waives its right to require disposition of Collateral under Section 4-9-620(e),
and waives its right to redeem the Collateral under Section 4-9-623 of the UCC.


 


 


 


 






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(5)       DISCHARGE
OF COLLATERAL AGENT


 


(a)       By the execution of this Agreement,
the Collateral Agent hereby transfers and Assigns to each Lender such Lender’s proportionate share of the Collateral, based
upon the principal amount of each Lender’s Note. Each Lender shall hold such proportionate interest as tenant-in-common
with each other Lender. Lenders shall have no right to partition the Collateral. All decisions regarding the exercise of rights
to transfer or dispose of all or any portion of the Collateral shall be made by Lenders holding a Majority in Interest of the
Notes. For the purposes hereof, “Majority in Interest” shall mean holders of Notes having an aggregate principal amount
of more than 50%.


 


(b)       Lenders hereby discharge the Collateral
Agent under the Collateral Agent Agreement, which by the execution hereof shall be deemed terminated for all purposes.


 


(6)       AGREEMENT
OF DEBTOR. Debtor agrees to the following:


 


(a)       On
the date hereof and in connection with Lenders’ foreclosure of its security interest in the Collateral, Debtor hereby voluntarily
surrenders to Lenders the Collateral together with all of its right, title and interest therein.


 


(b)       On
the date hereof, Debtor shall deliver to Lenders, all of the Collateral and shall deliver to Lender all documents necessary to
effectuate and facilitate Debtor’s voluntary surrender of all of the Collateral to Lender hereunder and (all such documents
to be in a form acceptable to Lender).


 


(7)       REPRESENTATIONS
AND WARRANTIES OF DEBTOR. To induce Lender to enter into this Agreement and to accept Debtor’s voluntary surrender of
all of Debtor’s right, title and interest in and to the Collateral, Debtor represents and warrants to Lender and agrees that:


 


(a)       TITLE
AND CONDITION OF CONVEYED COLLATERAL. Debtor has good and marketable title to and owns the Collateral, free and clear of all
security interests, liens or encumbrances. Lender has a valid, perfected, first priority security interest in all of the Collateral.
There are no subordinated or junior liens encumbering the Collateral. The parties, after due consideration, have concluded and
estimated that the value of the Collateral being surrendered has a fair market value substantially less than the Debtor’s
Indebtedness.


 


(b)       FAIR
MARKET VALUE. The Debtor represents that all of the payments made and all of the obligations incurred pursuant to this Agreement
are for fair consideration and for reasonably equivalent value with respect to valid, existing, secured indebtedness due to Lender.


 


 


 


 






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(c)       RESIDENCE
OF DEBTOR AND LOCATION OF COLLATERAL. Debtor stipulates and agrees, and hereby represents and warrants to Lender that the address
specified in Section 9(a) hereof constitutes the “residence” of Debtor for purposes of all state or federal laws, statutes
or regulations relating to the payments of or assessment for taxes of all types (and the reporting of income or filing of returns
relating thereto). The Collateral is located, stored or maintained by Debtor at locations or locations throughout the United States
and some foreign jurisdictions.


 


(d)       NO
TRANSFER OF COLLATERAL. Debtor represents and warrants to Lender that Debtor has not transferred, conveyed, assigned or otherwise
disposed of any material portion of (or any of Debtor’s then existing right, title or interest in) the Collateral other than
in the ordinary course of Debtor’s business.


 


(e)       CORPORATE
AUTHORITY. Neither the execution and delivery of this Agreement nor the consummation of the transactions
contemplated hereby nor compliance by the Corporation with any on the provisions hereof will:


 


(1)       Conflict with or result
in a breach of any provision of its Articles of Incorporation or By-Laws or similar documents of any Subsidiary;


 


(2)       Result in a default
(or give rise to any right of termination, cancellation, or acceleration) under any of the terms, conditions or provisions of any
note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which the Corporation is a party, or by
which any of its properties or assets may be bound except for such default (or right of termination, cancellation, or acceleration)
as to which requisite waivers or consents shall either have been obtained by the Corporation prior to the date hereof or the obtaining
of which shall have been waived or where such default relates to an unsecured obligation; or


 


(3)       Violate any order,
writ, injunction, decree or, to the Debtor’s Best Knowledge, any statute, rule or regulation applicable to the Debtor or
any of its properties or assets. No consent or approval by any Governmental Authority is required in connection with the execution
and delivery by the Debtor of this Agreement or the consummation by the Debtor of the transactions contemplated hereby, except
for possible notice under plant closing laws.


 


(f)       CORPORATE APPROVALS.
This Agreement has been duly authorized by all necessary corporate action on behalf of Debtor, has been duly executed and delivered
by an authorized officer of Debtor, and is a valid and binding Agreement on the part of Debtor that is enforceable against Debtor
in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent
transfers, reorganization or other similar laws affecting the enforcement of creditors' rights generally and to judicial limitations
on the enforcement of the remedy of specific performance and other equitable remedies


 


(8)       ADDITIONAL
COVENANTS OF DEBTOR. Debtor additionally covenants to Lender and the parties agree as follows:


 


(a)       FURTHER
INSTRUMENTS. On the date hereof, or thereafter if necessary, Debtor shall, without cost or expense to Lender, execute and deliver
to or cause to be executed and delivered to Lender such further instruments and take such other action as Lender may reasonably
require to carry out more effectively the transfer of the Collateral contemplated by this Agreement.


 


 


 


 






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(b)       NO
DEFENSES; RELIANCE. Debtor hereby stipulates and agrees that the amount of the Debtor’s Indebtedness immediately prior
to the satisfaction provided for hereunder is as set forth in Exhibit A. Debtor confirms and acknowledges that through the date
of this Agreement there are no existing defenses, claims, counterclaims or rights of recoupment or set-off against Lender in connection
with the negotiation, preparation, execution, performance or any other matters relating to the Loan Documents or this Agreement.


 


(c)       ADEQUATE
REPRESENTATION. Debtor is represented by competent legal counsel of its choice in connection with this transaction or has been
given the full opportunity to consult with such counsel regarding this Agreement, is fully aware of the terms contained herein
and has voluntarily, without coercion or duress of any kind, entered into this Agreement and the documents executed in connection
herewith.


 


(d)       INDEMNIFICATION.
Debtor hereby agrees to indemnify, defend and hold harmless Lender, and its officers, managers, members, agents and representatives
against any third party claims to the extent arising out of Lender’s entry into, execution and implementation of this Agreement.
In addition, Debtor hereby agrees to pay and/or reimburse Lender for its costs and reasonable attorneys’ fees incurred in
connection with the defense of said claims.


 


(e)       WAIVER
OF JURY TRIAL. DEBTOR HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND, AFTER SEEKING THE ADVICE OF INDEPENDENT LEGAL COUNSEL
TO THE EXTENT IT DEEMED NECESSARY, UNCONDITIONALLY AND IRREVOCABLY WAIVES A JURY TRIAL AND THE RIGHT THERETO IN ANY ACTION OR PROCEEDING
BETWEEN DEBTOR AND LENDER.


 


(f)       RELEASE
AND SATISFACTION OF OBLIGATIONS AND CLAIMS. IN CONSIDERATION OF THIS AGREEMENT, DEBTOR, FOR ITSELF AND ITS REPRESENTATIVES, AGENTS,
EMPLOYEES, SUCCESSSORS AND ASSIGNS, DOES HEREBY REMISE, RELEASE AND FORVER DISCHARGE EACH LENDER AND ITS AGENTS, EMPLOYEES, REPRESENTATIVES,
MANAGERS, MEMBERS, OFFICERS, SUCCESSORS AND ASSIGNS OF AND FROM ANY AND ALL CLAIMS, COUNTERCLAIMS, DEMANDS, ACTIONS AND CAUSES
OF ACTION OF ANY NATURE WHATSOEVER, WHTHER AT LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION, ANY OF THE FOREGOING ARISING OUT
OF OR RELATING TO THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT, WHICH LENDERS OR THEIR AGENTS, EMPLOYEES, REPRESENTATIVES, MANAGERS,
MEMBERS, OFFICERS, SUCCESSORS OR ASSIGNS, OR ANY OF THEM, DEBTOR HAS OR HEREAFTER CAN OR MAY HAVE FOR OR BY REASON OF ANY CAUSE,
MATTER OR THING WHATSOEVER, FROM THE BEGINNING OF THE WORLD TO THE DATE OF THIS AGREEMENT. EXCEPT AS HEREIN PROVIDED, DEBTOR’S
ENTRY INTO AND PERFORMANCE OF THIS AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF SATISFIES, FULFILLS AND EXTINGUISHES ANY AND ALL
OBLIGATIONS AND SATISFIES OR RESOLVES ANY CLAIMS WHICH THE CREDITORS AND LENDERS OR SECURED PARTY MIGHT OTHERWISE HAVE OR HOLD
AGAINST THE DEBTOR, ANY PERSON, OFFICER, BOARD MEMBER, COMMITTEE OR AGENT OF THE DEBTOR OR ITS AFFILIATES IN ANY MANNER ARISING
UNDER THE NOTES, SECURITY AGREEMENTS AND ANY OTHER LOAN DOCUMENTS. 


 


 


 


 






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(g)       DISGORGEMENT.
If Lender is, for any reason, compelled to surrender or disgorge any payment, interest or other consideration described hereunder
to any person or entity because the same is determined to be void or voidable as a preference, fraudulent conveyance, impermissible
set-off or for any other reason, such financial obligation or part thereof intended to be satisfied by virtue of such payment,
interest or other consideration shall be revived and continue as if such payment, interest or other consideration had not been
received by Lender, and Debtor shall be liable to, and shall indemnify, defend and hold Lender harmless for, the amount of such
payment or interest surrendered or disgorged.


 


(h)       AUTOMATIC
STAY. Debtor hereby acknowledges, represents and warrants that it cannot perform in accordance with the terms of the Loan Documents,
it will never be able to perform in accordance with the terms of the Loan Documents, nor will it be able to reorganize under Chapter
11 and/or 13 of the United States Bankruptcy Code or under any similar law. Accordingly, in consideration of this Agreement, Debtor
hereby agrees that if a petition in bankruptcy is filed by or against them, as debtor and debtor-in-possession (if applicable),
Debtor hereby consents to immediate and unconditional relief in favor of Lender from the automatic stay of 11 U.S.C. §362
(the “Stay”), waives its right to oppose a motion for relief from the Stay, waives the benefits of the Stay,
and hereby admits and agrees that grounds to vacate the Stay to permit Lender to enforce their respective rights and remedies under
the Loan documents, exist and shall continue to exist, which grounds include, without limitation the fact that Lender’s interest
in the Collateral cannot be adequately protected.


 


(9)       SURVIVAL
OF REPRESENTATIONS AND WARRANTIES. Each and every representation and warranty made by Debtor in this Agreement shall survive
the expiration or other termination of this Agreement.


 


(10)      EFFECT
OF ACCEPTANCE OF COLLATERAL BY SECURED PARTY. Pursuant to Colorado Revised Statutes Section 4-9-622, the Secured Party’s
acceptance of the Collateral shall be in full satisfaction of the obligation(s) it secures and (1) discharges the Debtors obligations
to the extent granted by the Agreement; (2) transfers to the Secured Party all of the Debtor’s rights in the Collateral;
(3) discharges the security interest that is the subject of the Debtor’s consent and any subordinate security interest or
other subordinate lien; and (4) terminates any other subordinate interest.


 


 


 


 






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(11)      MISCELLANEOUS.


 


(a)       NOTICES.
Any notice or other communications required or permitted hereunder shall be in writing and shall be considered delivered in all
aspects when it has been delivered by hand or mailed by certified mail, return receipt requested, first class postage prepaid,
addressed as follows:


 


To Lender:__________________


 


 


With a copy to:_______________________


 


 


To Debtor:________________________


 


or such other addresses as shall be similarly
furnished in writing by any party.


 


(b)       ENTIRE
AGREEMENT; BINDING EFFECT. This instrument contains the entire agreement between the parties hereto with respect to the transactions
contemplated herein, and shall be binding upon the parties hereto and their respective legal representatives, successors and assigns.
There are no agreements or understanding between the parties other than those set forth herein or executed simultaneously herewith.


 


(c)       COUNTERPARTS.
This Agreement may be executed and delivered (including by facsimile or Portable Document Format (pdf) transmission) in one or
more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts
have been signed by each of the parties and delivered to the other parties. Any such facsimile documents and signatures shall,
subject to applicable legal requirements, have the same force and effect as manually signed originals and shall be binding on the
parties hereto.


 


(d)       HEADINGS.
Section and paragraph headings in this Agreement are included for convenience of reference only and shall not constitute a part
of this Agreement for any other purpose.


 


(e)       PARTIAL
INVALIDITY. If any term or provision of this Agreement or the application thereof to any party or circumstance shall be held
to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability
of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby, and the affected
term or provision shall be modified to the minimum extent permitted by law so as to achieve most fully the intention of this Agreement.


 


 


 


 






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(f)       GOVERNING
LAW. This Agreement is governed by and is to be construed and enforced as though made and to be fully performed in the State
of Colorado, without regard to the conflicts of law rules of the State of Colorado. Any and all disputes are to be resolved in
the District Court of Denver County, Colorado.


 


(g)       AMENDMENTS,
WAIVERS, ETC. No amendment, modification or waiver of any of the provisions of this Agreement shall be effective unless the
same shall be in writing and signed by Lender and Debtor, and then such waiver shall be effective only in the specific instance
and for the specific purpose for which given.


 


(h)       ROLE
OF COUNSEL REPRESENTING LENDER. This Agreement has been drafted by Clifford L. Neuman, PC as counsel for Lenders. Debtor acknowledges
and agrees that: (a) Clifford L. Neuman, PC has not represented Debtor in any way in connection with this Agreement; and (b) Debtor
has been advised to seek advice of independent legal counsel and has had the opportunity to do so.


 


 


	DEBTOR:	LENDERS (amount owed):
	 	 	 	 
	Magellan Gold Corporation	/s/ John Gibbs
	 	 	John Gibbs ($475,000)
	By:	/s/ David Drips	 	 
		David Drips, President	 	 
	 	 	/s/ John C. Power
	 	 	John C. Power ($250,000)
	COLLATERAL AGENT	 	 
	 	 	John Power 2016 Trust ($200,000)
	/s/ John Gibbs	 	 
	John Gibbs	By:	/s/ John C. Power
	 	 	 	John Power, Trustee
	 	 	 	 
	 	 	/s/ Clifford L. Neuman
	 	 	Clifford L. Neuman ($100,000)
	 	 	 	 
	 	 	/s/ W. Pierce Carson
	 	 	W. Pierce Carson ($25,000)




 








 








 


 



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