Purchase Agreement, dated January 7, 2024, by and between Magellan Gold Corporation and Gold Express Mines, Inc

EXHIBIT 10.1

Purchase Agreement between Gold Express Mines, Inc.

and Magellan Gold Corp.

THIS AGREEMENT is made on January 7, 2024, between Gold Express Mines, Inc., a Nevada corporation with its principal place of business at 250 Pehle Ave., Suite 200 Saddle Brook, NJ 07663 hereinafter the "Seller", and Magellan Gold Corp, a Nevada corporation, hereinafter the “Buyer”, with its principal place of business at 602 Cedar Street, Suite 205 Wallace, Idaho 83873

IN CONSIDERATION of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Purchase of Properties held by the Seller:

The Seller shall sell to the Buyer the mineral assets owned and controlled by the Seller as listed in Appendix A. The purchase price for these assets shall be shares of the common stock of the Buyer totaling 5,500,000 shares.

2. Assignment of Leasehold Held by the Seller;

The Seller shall assign to the Buyer the Cuprum Project mineral lease owned and controlled by the Seller as listed in Appendix B. The purchase price for these assets shall be shares of the common stock of the Buyer totaling 500,000 shares. The form of assignment is contained herein as Appendix C.

3. Closing and Escrow.

4. Representations of Seller.

Seller covenants and represents:

6. Representations of Buyer.

The Buyer covenants and represents to the Seller as follows:

7. Appendices.

The Appendices and other documents attached or referred to in this Agreement are an integral part of this Agreement.

8. Entire Agreement.

This Agreement constitutes the sole and only agreement between Buyer and Seller respecting the Business or the sale and purchase of it. This Agreement correctly sets forth the obligations of Buyer and Seller to each other as of its date. Any additional agreements or representations respecting the Business or its sale to Buyer not expressly set forth in this Agreement are null and void, unless otherwise required by law. Both parties agree to waive rights as to any conflicting laws which may nullify this Agreement to the full extent allowable by law.

9. Conditions Precedent of Buyer.

The obligations of the Buyer hereunder are subject to the conditions that on or prior to the closing date:

10. Arbitration.

In the event the parties are not able to resolve any dispute between them arising out of or concerning this Agreement, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act and in accordance with the American Arbitration Association rules then in effect, conducted by a single neutral arbitrator and administered by the American Arbitration Association in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. If any legal or equitable action, proceeding or arbitration arises out of or concerns this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims regarding this Agreement or any disputes arising because of this Agreement, whether directly or indirectly, including Tort claims that are a result of this Agreement. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of this Agreement.

11. Costs and Expenses.

Except as expressly provided to the contrary in this Agreement, each party shall pay all its own costs and expenses incurred with respect to the negotiation, execution and delivery of this Agreement and the exhibits hereto.

12. Miscellaneous Provisions.

a. Applicable Law and Forum. This Agreement shall be construed under and in accordance with the laws of the State of Idaho. Both parties agree that the jurisdiction of any disputes between the parties shall be resolved in the courts of the State of Idaho, and that any arbitration between the parties shall be undertaken as indicated in paragraph 10 above.

b. Parties Bound. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, executors, administrators, legal representatives, successors and assigns as permitted by this Agreement.

c. Legal Construction. This Agreement shall be construed as to effectuate the intended purpose of the Agreement. In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, this Agreement shall be modified to otherwise effectuate the sale under the original intentions of the Parties. This may include striking the invalid, illegal, or unenforceable provision as if they had never been contained in this Agreement, or modifying the invalid, illegal or unenforceable provisions to make them compliant without modifying the original purpose of the Parties.

d. Amendments. This Agreement may be amended by the Parties only by a written agreement.

e. Attorneys' Fees. Should any arbitration or litigation be commenced between the parties to this Agreement concerning the rights and duties of either party in relation to the Business or this Agreement, the prevailing party in the arbitration or litigation shall be entitled to (in addition to any other relief that may be granted) a reasonable sum and attorneys' fees in the arbitration or litigation, which sum shall be determined by the court or other person presiding in the arbitration or litigation or in a separate action brought for that purpose.

f. Signatories. This Agreement shall be executed on behalf of Magellan Gold Corp., signed by Mike Lavigne and on behalf of Gold Express Mines, Inc., signed by John Ryan.

The Agreement shall be effective as of the date first written above.

Seller:

Gold Express Mines, Inc.

John Ryan, President

Buyer:

Magellan Gold Corp.

Mike Lavigne, President

APPENDIX A

BJM 1-79 (BLUE JACKET PROJECT)

CUPRUM 1-71 (COPPER CLIFF PROJECT)

NCB 1-65 (66 CLAIMS FOR COPPER BUTTE PROJECT - NOTE THERE ARE TWO CLAIMS NAMED NCB 1)

APPENDIX B

COPPER CLIFF LEASE AGREEMEMT

PARCEL # RPMM20N3W1500

APPENDIX C

FORM OF ASSIGNMENT

AGREEMENT

This ASSIGNMENT AGREEMENT made this ___________, by and between Magellan Gold Corp. , hereinafter referred to as 'Assignee', and Gold Express Mines, Inc. , hereinafter referred to as 'Assignor', in consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged;

WHEREAS, Assignor entered into a Lease, included as an attachment to this Agreement, namely a Lease Agreement hereinafter referred to as the "Lease" and entered into with Stanley Quimby and Travis Quimby, hereinafter collectively the 'Obligor';

WHEREAS, Assignor wishes to assign all of its rights and obligations under the Lease to Assignee; and

NOW THEREFORE, Assignor and Assignee agree as follows:

1.  Assignor and Assignee hereby agree that the Assignor shall assign all its right, title, and interest, and delegate all its obligations, responsibilities, and duties, in and to the Lease, to Assignee.

2.  Assignee hereby accepts the assignment of all of Assignors obligations, responsibilities, and duties under the Lease and all of Assignors right, title and interest in and to the Lease.

3.  Assignor has obtained the permission of the Obligor to assign the Lease to the Assignee.

4.  Notwithstanding the foregoing, Assignor agrees to defend and indemnify the Obligor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorney’s fees and other costs of defense and damages, resulting from Assignors performance prior to the assignment of the contract and resulting from Assignees performance after the assignment of the Lease, provided however, that after the assignment of the Lease the State shall first look to Assignee to satisfy all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorney’s fees and other costs of defense and damages resulting from Assignees performance.

5.  Assignee agrees to indemnify the Obligor from any and all claims, actions, judgments, liabilities, proceedings and costs, including reasonable attorney’s fees and other costs of defense and damages, resulting from Assignees performance after the assignment of the Lease.

6.  This Agreement is governed by the laws of the State of Idaho, without regard to Idaho's conflict or choice of law provisions, and both parties expressly consent to jurisdiction in such courts.

IN WITNESS WHEREOF, the parties set their hands and seals as of the date first above written.

ASSIGNEE

____________________________

Mike Lavigne, President and CEO

Magellan Gold Corp.

Date:

ASSIGNOR

____________________________

John Ryan, President and CEO Gold Express Mines, Inc.

Date: