Mag Magna Corp 8-K

What Happened Mag Magna Corp (MGNC) filed an 8-K reporting a material purchase agreement dated January 19, 2026 to acquire mineral rights covering 21 parcels in Hardin County, Illinois and 3 lode claims in Mohave County, Arizona. The agreed consideration is $300,000 cash plus 2,000,000 common shares (deemed $5.00/share) — a total reported purchase price of $10,300,000. The seller retains a 2% net smelter return (NSR) royalty, and the Company must actively explore the Properties with minimum work commitments of $100,000 in 2026 and $200,000 in 2027. The Company also disclosed a change in its plan of business from chicken-farming activities to pursuing rare-earth minerals; it said all future available capital will be directed to the new plan.

The filing also reports governance and leadership changes: the Board expanded from one to three members on January 15, 2026 and appointed Jamal (Jamie) Khurshid and Michael D. Noonan as directors. Effective January 27, 2026, Harpreet Sangha was named Chairman, Jamie Khurshid was named CEO/President/Secretary, and Michael Noonan was named CFO/Treasurer. The Company issued one Series X Preferred share in January 2026 to Harpreet Sangha (its sole officer/director and majority voting holder). The Company amended its articles (filed January 16, 2026) to authorize 500,000,000 common and 1,000,000 preferred shares and to designate the single share of Series X Preferred with special voting rights.

Key Details

• Purchase price: $300,000 cash + 2,000,000 common shares (deemed $5.00/share) = $10,300,000 total.
• Cash payment schedule: $25,000 within 30 days of closing; $25,000 within 90 days; $25,000 within 120 days; $125,000 at 1-year anniversary; $100,000 at 2-year anniversary.
• Seller retains a 2% net smelter return royalty on commodities from the Properties/Area of Interest.
• Corporate changes: Board expanded to 3 (Jan 15, 2026); Amended & Restated Articles filed Jan 16, 2026; Series X Preferred (one share) issued to Harpreet Sangha in January 2026. Series X has voting rights equal to two times the number of common shares outstanding, no conversion, and no dividend or liquidation rights.

Why It Matters This 8-K signals a material strategic pivot: Mag Magna is shifting from its prior chicken-farming focus to exploration and development of rare-earth and other minerals, starting with the announced mineral-rights acquisition. Investors should note the size and structure of the deal (large equity component and a multi-stage cash schedule), the 2% NSR, and near-term minimum exploration expenditures the Company committed to. The issuance and designation of a single Series X Preferred share with outsized voting rights, plus recent amendments to the charter (expanded authorized shares, limits on preemptive rights, and director liability provisions), are important governance developments that concentrate voting influence and change shareholder protections — items investors may want to monitor closely alongside any future financings, share issuances, and exploration updates.