UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number: 000-54658

MAGELLAN COPPER & GOLD INC.

(FORMERLY MAGELLAN GOLD CORPORATION)

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

27-3566922

(IRS Employer Identification Number)

602 Cedar Street, Suite 205

Wallace, Idaho

(Address of principal executive offices)

83873

(Zip Code)

Registrant’s telephone number, including area code: (707) 291-6198

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated Filer ☒		Smaller reporting company ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On ~~October~~November 1514, 2024, there were 2526,~~412~~157,~~072~~635 shares of the registrant’s common stock, $.001 par value, issued and outstanding.

MAGELLAN COPPER & GOLD INC.

(FORMERLY MAGELLAN GOLD CORPORATION)

Form 10-Q

~~June~~September 30, 2024

Table of Contents

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	3
Consolidated Balance Sheets (unaudited)	3
Consolidated Statements of Operations (unaudited)	4
Consolidated Statements of Shareholders’ Deficit (unaudited)	5
Consolidated Statements of Cash Flows (unaudited)	6
Notes to Consolidated Financial Statements (unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1617
Item 3. Quantitative and Qualitative Disclosures About Market Risk	2021
Item 4. Controls and Procedures	2122
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	2223
Item 1A. Risk Factors	2223
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2223
Item 3. Defaults Upon Senior Securities	2223
Item 4. Mine Safety Disclosures	2223
Item 5. Other Information	2223
Item 6. Exhibits	2223
Signatures	2324

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

Consolidated Balance Sheets

(Unaudited)

	June 30, 2024			December 31, 2023
	September 30, 2024			December 31, 2023
ASSETS
Current assets
Cash	$	316,~~913~~042		$	99
Total current assets		316,~~913~~042			99
Mineral rights and properties		522,565			100,000
Total assets	$	~~526~~538,~~478~~607		$	100,099
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	~~210~~223,~~848~~104		$	236,322
Accounts payable - related party		~~109~~127,750			73,750
Accrued liabilities		214,089			214,089
Convertible note payable, net - related party		285,000			185,000
Convertible note payable, net		~~430~~380,978			530,978
Accrued interest - related parties		8594,~~731~~064			39,778
Accrued interest		~~199~~190,~~814~~060			204,197
Advances payable - related party		2170,~~875~~905			21,875
Advances payable		3973,~~338~~438			39,338
Notes payable		9968,000			100,000
Notes payable - related party		168,000			53,000
Derivative liability		7730,~~068~~871			86,443
Total current liabilities		1,~~941~~926,~~491~~259			1,784,770
Total liabilities		1,~~941~~926,~~491~~259			1,784,770
Commitments and contingencies		–			–
Shareholders' deficit:
Preferred shares, 25,000,000 shares Series A preferred stock - $10.00 stated value; 2,500,000 authorized; 0 shares issued and outstanding		–			–
Common shares, $0.001 par value; 1,000,000,000 shares authorized; 25,412,072 and 19,577,072 shares issued and outstanding, respectively		25,412			19,577
Common shares, $0.001 par value; 1,000,000,000 shares authorized; 26,157,635 and 19,577,072 shares issued and outstanding, respectively		26,158			19,577
Additional paid-in capital		19,~~757~~850,~~755~~972			19,289,530
Accumulated deficit		(21,~~198~~264,~~180~~782	)		(20,993,778	)
Shareholders' deficit:		(1,~~415~~387,~~013~~652	)		(1,684,671	)
Total liabilities and shareholders' deficit	$	~~526~~538,~~478~~607		$	100,099

See accompanying notes to the unaudited consolidated financial statements

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Operating expenses:
General and administrative expenses	$	71107,~~817~~170		$	6759,~~620~~194		$	~~172~~279,~~181~~351		$	~~101~~160,~~565~~759
Total operating expenses		71107,~~817~~170			6759,~~620~~194			~~172~~279,~~181~~351			~~101~~160,~~565~~759
Operating loss		71(107,~~817~~170	)		67(59,~~620~~194	)		~~172~~(279,~~181~~351	)		~~101~~(160,~~565~~759	)
Other income (expense):
Interest expense		(2021,~~914~~958	)		(2821,~~792~~359	)		(4163,~~596~~554	)		(4768,~~540~~899	)
Gain on change in derivative liability		18,594			48,845			9,375			70,617
Gain on conversion of debt		16,329			–			16,329			–
Total other income (expense)		(2,320	)		20,053			(32,221	)		23,077
Gain (loss) on change in derivative liability		46,197			(100,693	)		55,572			(30,076	)
Net loss	$	(74,137	)	$	(47,567	)	$	(204,402	)	$	(78,488	)
Total other income (expense)		40,568			(122,052	)		8,347			(98,975	)
Basic net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Net loss	$	(66,602	)	$	(181,246	)	$	(271,004	)	$	(259,734	)
Diluted net loss per common share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Basic net loss per common share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Basic weighted average		25,412,072			19,487,072			25,245,946			18,898,280
Diluted net loss per common share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Diluted weighted average		25,412,072			19,487,072			25,245,946			18,898,280
Basic weighted average		25,412,072			19,497,833			25,301,725			19,100,327
Diluted weighted average		25,412,072			19,497,833			25,301,725			19,100,327

See accompanying notes to the unaudited consolidated financial statements

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

Consolidated Statements of Shareholders' Deficit

For the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023

(Unaudited)

					Additional
	Common Stock				Paid - in		Accumulated
	Shares		Par Value		Capital		Deficit			Total
Balance, December 31, 2023		19,577,072	$	19,577	$	19,289,530	$	(20,993,778	)	$	(1,684,671	)
Shares issued for the acquisition of mineral properties		5,500,000		5,500		417,065		–			422,565
Stock based compensation		335,000		335		44,573		–			44,908
Net loss		–		–		–		(130,265	)		(130,265	)
Balance, March 31, 2024		25,412,072		25,412		19,751,168		(21,124,043	)		(1,347,463	)
Stock based compensation		–		–		6,587		–			6,587
Net loss		–		–		–		(74,137	)		(74,137	)
Balance, June 30, 2024		25,412,072	$	25,412	$	19,757,755	$	(21,198,180	)	$	(1,415,013	)
Balance, December 31, 2022		12,772,786	$	12,773	$	18,019,192	$	(19,529,742	)	$	(1,497,777	)
Shares issued for the conversion of debt and accrued interest		745,563		746		87,304		–			88,050
Stock based compensation		–		–		5,913		–			5,913
Net loss		–		–		–		(66,602	)		(66,602	)
Balance, September 30, 2024		26,157,635	$	26,158	$	19,850,972	$	(21,264,782	)	$	(1,387,652	)
Balance, December 31, 2022		12,772,786	$	12,773	$	18,019,192	$	(19,529,742	)		(1,497,777	)
Shares issued for cash		1,714,286		1,714		238,286		–			240,000
Shares issued for the acquisition of mineral properties		5,000,000		5,000		995,000		–			1,000,000
Stock based compensation		–		–		6,315		–			6,315
Net loss		–		–		–		(30,921	)		(30,921	)
Balance, March 31, 2023		19,487,072		19,487		19,258,793		(19,560,663	)		(282,383	)
Stock based compensation		–		–		6,674		–			6,674
Net loss		–		–		–		(47,567	)		(47,567	)
Balance, June 30, 2023		19,487,072	$	19,487	$	19,265,467	$	(19,608,230	)	$	(323,276	)
Shares issued for cash		90,000		90		12,510		–			12,600
Stock based compensation		–		–		7,594		–			7,594
Net loss		–		–		–		(181,246	)		(181,246	)
Balance, September 30, 2023		19,577,072	$	19,577	$	19,285,571	$	(19,789,476	)	$	(484,328	)

See accompanying notes to the unaudited consolidated financial statements

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2024			2023
Operating activities:
Net loss	$	(~~204~~271,~~402~~004	)	$	(78259,~~488~~734	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on notes payable		–			810,~~019~~000
Stock based compensation		5157,~~495~~408			1220,~~989~~583
Gain on change in derivative liability		(9,375	)		(70,617	)
Gain on conversion of debt		(16,329	)		–
Loss (gain) on change in derivative liability		(55,572	)		30,076
Changes in operating assets and liabilities:
Prepaid expenses and other assets		–			5,~~097~~950
Accounts payable and accrued liabilities		~~(25~~45,~~474~~412	)		1141,~~232~~470
Accounts payable - related party		3654,000			1836,000
Accrued interest		4163,~~570~~528			3958,~~521~~898
Net cash used in operating activities		(~~110~~122,~~186~~557	)		(5456,~~247~~757	)
Investing activities:
Cash paid for mineral rights		–			(100,000	)
Net cash used in investing activities		–			(100,000	)
Financing activities:
Proceeds from notes payable from related parties		115,000			–
Proceeds from notes payable from third parties		–			21,000
Repayment of notes payable from third parties		(1,000	)		–
Proceeds from advances from third parties		24,500			–
Repayment of advances from third parties		–			(4,701	)
Repayment of convertible debt		–			(100,000	)
Proceeds from sale of common stock		–			~~240~~252,~~000~~600
Net cash provided by financing activities		~~114~~138,~~000~~500			~~156~~168,~~299~~899
Net change in cash		315,~~814~~943			212,~~052~~142
Cash at beginning of period		99			743
Cash at end of period	$	316,~~913~~042		$	212,~~795~~885
Supplemental disclosure of cash flow information
Cash paid for interest	$	–		$	–
Cash paid for income taxes	$	–		$	–
Non-cash financing and investing activities:
Expenses paid on behalf of the Company	$	–58,630		$	4,701
Shares issued for the acquisition of mineral properties	$	422,565		$	1,000,000
Shares issued for the conversion of debt and accrued interest	$	104,379		$	–

See accompanying notes to the unaudited consolidated financial statements

MAGELLAN COPPER & GOLD INC.

(FORMERLY MAGELLAN GOLD CORPORATION)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Organization, Basis of Presentation, and Nature of Operations

Organization and Nature of Operations

Magellan Copper & Gold Inc. (“we” “our”, “us”, the “Company” or “Magellan”) was incorporated on September 28, 2010, under the laws of the State of Nevada. Our principal business is the acquisition and exploration of mineral resources. We have not presently determined whether the properties to which we have mining rights contain mineral reserves that are economically recoverable.

On August 1, 2024, the Company amended its articles of incorporation to change their name from Magellan Gold Corporation to Magellan Copper & Gold Inc.

Our primary focus is to explore and develop mineral properties in the United States. Effective March 31, 2020, we divested our subsidiary holding all our international assets and plan to advance our Center Star Gold Project and our Kris Project towards resource definition and eventual development, to advance the exploration efforts on one or more of the Company’s copper project, Blue Jacket, Copper Cliff or Copper Butte and possibly to acquire additional mineral rights and conduct additional exploration, development and permitting activities. Our mineral lease payments, mineral claim annual holding costs, permitting applications and exploration and development efforts will require additional capital. We rely upon the sale of our securities as well as advances and loans from executive management and significant shareholders to fund our operations as we have not generated any significant revenue.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2024 are not necessarily indicative of the results for the full year. While we believe that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in ~~conjunction~~ conjunction with the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended ~~December~~ December 31, 2023.

Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiaries, Clearwater and M Gold. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Net Loss per Common Share

We compute basic net loss per common share by dividing our net loss attributable to common shareholders by our weighted-average number of common shares outstanding during the period. Computation of diluted net loss per common share adds the weighted-average number of potential common shares outstanding to the weighted-average common shares outstanding, as calculated for basic net loss per share, except for instances in which there is a net loss. For the six months ended June 30, 2024, 72,000 stock options, 117,500 warrants, and 2,189,156 shares issuable from convertible notes were considered for their dilutive effects. For the six months ended June 30, 2023, 72,000 stock options, 117,500 warrants, and 2,053,780 shares issuable from convertible notes were considered for their dilutive effects.

Net Loss per Common Share

We compute basic net loss per common share by dividing our net loss attributable to common shareholders by our weighted-average number of common shares outstanding during the period. Computation of diluted net loss per common share adds the weighted-average number of potential common shares outstanding to the weighted-average common shares outstanding, as calculated for basic net loss per share, except for instances in which there is a net loss. For the nine months ended September 30, 2024, 72,000 stock options, 117,500 warrants, and 1,934,720 shares issuable from convertible notes were considered for their dilutive effects. For the nine months ended September 30, 2023, 72,000 stock options, 117,500 warrants, and 2,518,755 shares issuable from convertible notes were considered for their dilutive effects.

Derivative Financial Instruments

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. The Company’s sequencing policy is to evaluate for reclassification contracts with the earliest maturity date first.

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

Recent Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

Liquidity and Going Concern

Our consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At ~~June~~September 30, 2024, we had a working capital deficit of $1,~~937~~910,~~578~~217, we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $21,~~198~~264,~~180~~782. We expect to incur further losses in the development of our business, all of which raises substantial doubt as to our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due, of which there can be no assurance.

We anticipate that additional funding will be in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common stock but cannot assure that any future financing will occur.

Note 3 – Mineral Rights and Properties

Kris Project

On June 6, 2023, the Company entered a memorandum of understanding for earn-in agreement (“MOU”) with Gold Express Mines, Inc. (“GEM”). Per the MOU, the Company agreed to earn-in for up to 50% working interest in the Kris Project, which is comprised of 74 unpatented mining claims located in Plumas County, CA. In March 2023, the Company paid Gold Express Mines, Inc. $100,000, which was recorded as a deposit, and shall spend $400,000 on the Kris Project in allowable expenditures over the next thirty-six months, assuming permitting for the work is obtained. If permitting delays the exploration and other work programs, the earn-in period shall be extended accordingly. Allowable expenditures are sampling, drilling, assaying, geologic mapping, and mine site improvements made or performed directly on the existing mine site or expanded mine site. Consulting fees for work directly benefiting the Project are also allowed including management of work, preparation of reports, and planning for Future work. Claim maintenance fees on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are deemed to benefit the Kris Project, and which are approved by both parties beforehand. As part of the agreement, the Company shall make the Bureau of Land Management claim maintenance fees on the existing claims no later than August 15, 2023, and by August 15th in ensuing years during the earn-in period. The Company shall pay for the annual Plumas County “notice of intent to hold” recording costs and any other Plumas County fees or taxes which accrue during the earn-in period. These shall all be allowable expenses under the earn-in agreement. As of December 31, 2023, the $100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties on the balance sheet. As of ~~June~~September 30, 2024, the $100,000 deposit paid to Golden Express for the MOU remained in mineral rights and properties on the balance sheet.

Blue Jacket and Cuprum Project

On January 4, 2024, the Company entered into a purchase agreement with GEM, pursuant to which, among other things (i) the Company agreed to purchase certain mineral assets owned and controlled by GEM for a purchase price equal to 5,500,000 shares of the Company’s common stock, par value $0.001 per share; and (ii) GEM agreed to assign to the Company a certain lease for mineral properties for a purchase price of 500,000 shares of common stock. As of ~~June~~September 30, 2024, the total purchase price for the acquisition was determined to be $422,565 which consisted of 5,500,000 shares of of common stock with a fair value of $422,565. As of the date of this filing, the Company and GEM have not completed the assignment of ~~leases~~ leases and the 500,000 shares related to assignment have not been issued. The Company concluded the transaction qualified as an asset ~~acquisition~~ acquisition and all such acquisition costs have been capitalized. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet. As of ~~June~~September 30, 2024, the GEM mineral rights and properties balance totaled $422,565.

Note 4 – Fair Value of Financial Instruments

Financial assets and liabilities recorded at fair value in our consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1 – Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3 – Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The carrying values for cash and cash equivalents, prepaid assets, accounts payable and accrued liabilities, related party line of credit and notes payable approximate their fair value due to their short-term maturities.

Fair Value Measurements

The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy.

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of ~~June~~September 30, 2024 and December 31, 2023:

Schedule of fair value of liabilities

Level 1

Level 2

Level 3

Fair value at ~~June~~September 30, 2024

Liabilities:

Derivative liability

–

7730,~~068~~871

	Level 1		Level 2		Level 3		Fair value at December 31, 2023
Liabilities:
Derivative liability	$	–	$	–	$	86,443	$	86,443

There were no transfers between Level 1, 2 or 3 during the period.

The table below presents the change in the fair value of the derivative liability during the ~~six~~nine months ended ~~June~~September 30, 2024:

Schedule of fair value of the derivative liability
Fair value as of December 31, 2023	$	86,443
Gain on change in fair value of derivatives		(955,~~375~~572	)
Fair value as of June 30, 2024	$	77,068
Fair value as of September 30, 2024	$	30,871

Note 5 – Notes payable, Convertible Note Payable and Derivative Liability

Unsecured advances

During the nine months ended September 30, 2024, third parties advanced $24,500 in cash and paid $58,630 of expenses on the Company’s behalf. The advances are unsecured, non-interest bearing and are payable on demand. As of ~~June~~September 30, 2024 and December 31, 2023, the advances balance totaled $73,438 and $39,338, respectively.

Notes payable

On September 11, 2024, the Company entered into a debt conversion agreement to issue a total of 265,693 shares of our common stock for the conversion of $31,000 in principal, $6,197 of interest and recognized a gain of $5,820. As of ~~June~~September 30, 2024 and December 31, 2023, the notes payable balance was $9968,000 and $100,000, with accrued interest of $2319,~~221~~843 and $17,301, respectively. The promissory notes bear interest at 12% per annum and are payable on demand.

Series 2019A 10% Unsecured Convertible Notes

In 2019, the Company sold $135,000 of Series 2019A 10% Unsecured Convertible Notes. The purchase price of the Note is equal to the principal amount of the Note. The Series 2019A Notes are convertible into shares of Common Stock at a conversion price of $1.00 during the life of the Note. The lenders were issued 100,000 common stock warrants with an exercise price of $2.00 per share. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital in August and December 2019. The $135,000 debt discount is amortized over the term of the loan. The Notes will accrue interest at the rate of 10% per annum, payable quarterly in arrears. The Notes mature twelve (12) months from the date of issue. The maturity date can be extended at the option of the Company for an additional one (1) year. There are two Series 2019A 10% Unsecured Convertible Notes that were due and payable in August 2020 and are currently past due and in default. The default interest rate on the notes is 12%. As of June 30, 2024 and December 31, 2023, the balance due under these notes is $75,000, with accrued interest of $39,969 and $35,481, respectively.

On October 1, 2019, the Company sold a 10% Unsecured Convertible Note for $145,978 due on demand to settle accounts payable. The purchase price of the 10% Unsecured Convertible Note is equal to the principal amount of the Note. The 10% Unsecured Convertible Note is convertible into shares of Common Stock at a conversion price of $1.00 during the life of the Note. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital in October 2019. The debt discount will be amortized over the term of the loan. The 10% Unsecured Convertible Note will accrue interest at the rate of 10% per annum payable quarterly, accruing from the date of issuance. As of June 30, 2024 and December 31, 2023, the balance due under this note is $145,978, with accrued interest of $69,309 and $62,031, respectively.

Series 2019A 10% Unsecured Convertible Notes

In 2019, the Company sold $135,000 of Series 2019A 10% Unsecured Convertible Notes. The purchase price of the Note is equal to the principal amount of the Note. The Series 2019A Notes are convertible into shares of Common Stock at a conversion price of $1.00 during the life of the Note. The lenders were issued 100,000 common stock warrants with an exercise price of $2.00 per share. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital in August and December 2019. The $135,000 debt discount is amortized over the term of the loan. The Notes will accrue interest at the rate of 10% per annum, payable quarterly in arrears. The Notes mature twelve (12) months from the date of issue. The maturity date can be extended at the option of the Company for an additional one (1) year. There are two Series 2019A 10% Unsecured Convertible Notes that were due and payable in August 2020 and are currently past due and in default. The default interest rate on the notes is 12%. As of September 30, 2024 and December 31, 2023, the balance due under these notes is $75,000, with accrued interest of $42,237 and $35,481, respectively.

On October 1, 2019, the Company sold a 10% Unsecured Convertible Note for $145,978 due on demand to settle accounts payable. The purchase price of the 10% Unsecured Convertible Note is equal to the principal amount of the Note. The 10% Unsecured Convertible Note is convertible into shares of Common Stock at a conversion price of $1.00 during the life of the Note. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital in October 2019. The debt discount will be amortized over the term of the loan. The 10% Unsecured Convertible Note will accrue interest at the rate of 10% per annum payable quarterly, accruing from the date of issuance. As of September 30, 2024 and December 31, 2023, the balance due under this note is $145,978, with accrued interest of $72,989 and $62,031, respectively.

Series 2020A 8% Unsecured Convertible Notes

In 2020, the Company sold $285,000 of Series 2020A 8% Unsecured Convertible Notes with a maturity date of November 30, 2020. The purchase price of the Note is equal to the principal amount of the Note. The Series 2020A Notes are convertible into shares of Common Stock at a conversion price of $0.50 during the life of the Note. The lenders were issued 142,500 common stock warrants with an exercise price of $0.50 per share for a term of 5 years. Two related parties purchased $60,000 of the 2020A notes. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital as of December 31, 2020. The $237,263 debt discount will be amortized over the term of the loan. The Notes will accrue interest at the rate of 8% per annum, payable quarterly in arrears. In July 2020, $25,000 of Series 2020A 8% Unsecured Convertible Notes were converted into 50,000 shares of common stock at a conversion price of $0.50 per share. The Series 2020A 8% Unsecured Convertible Notes that were due and payable in November 2020 and are currently past due. If a default notice is received the interest rate will be 12%. During the ~~six~~nine months ended ~~June~~September 30, 2024, $10,000 was reclassed from convertible notes related party to convertible notes third party. On September 20, 2024, the Company entered into a debt conversion agreement to issue a total of 479,870 shares of our common stock for the conversion of $50,000 in principal, $17,182 of interest and recognized a gain of $10,509. As of ~~June~~September 30, 2024 and December 31, 2023, the balance due to a third party under these notes is $~~210~~160,000 and $200,000, with accrued interest of $6754,~~315~~ 991 and $56,297, respectively.

Convertible Note

On February 10, 2021, the Company entered into a debt agreement to borrow $200,000. The secured note has an original issuance discount of $16,000 along with $9,000 in legal and finder fees recorded as a discount, which will be amortized over the life of the note. The loan is secured by common stock of the Company, bears interest at a rate of 10% and has a six-month maturity. In August 2021, the note was extended six months and the interest rate was increased to 12%. The unpaid principal is convertible into shares of the Company’s common stock at the conversion price. The conversion price shall be the less of 90% of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period ending on date of conversion of this note. The Company issued the debt holder 266,667 common shares as a commitment fee. Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability of $95,715 was recorded as a discount on the convertible notes payable. On February 9, 2022, the Company extended the maturity to May 10, 2022. In consideration of the extension, the Company issued the debt holder 180,000 shares of common stock valued at $54,000. The incremental value of the debt modification of $54,000 will be recorded over the remaining life of the note ending May 10, 2022. On May 11, 2022, the Company agreed to a second amendment to extend the maturity of the AJB note to August 10, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.30 per share for a total value of $70,000. The incremental value of the debt modification of $70,000 will be recorded over the remaining life of the note ending August 10, 2022. On August 9, 2022, the Company agreed to a third amendment to extend the maturity of the AJB note to November 9, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.24 per share for a total value of $56,000. The incremental value of the debt modification of $56,000 will be recorded over the remaining life of the note ending November 9, 2022. Th AJB Convertible Note is due and payable in November 2023. In January 2023, the Note was extended to August 11, 2023 and is currently past due. In consideration for the extension, the principal amount of the note was increased by $10,000. The incremental value of the debt modification of $10,000 will be recorded as a debt discount and amortized over the remaining life of the note ending August 11, 2023. During the year ended December 31, 2023, the Company amortized $10,000 of debt discount. During the year ended December 31, 2023, the Company repaid $100,000 of principal on this note. On January 2, 2024, GEM, a related party, assumed the debt from AJB Capital Investments, LLC. As of ~~June~~September 30, 2024 and December 31, 2023, the balance on the loan was $0 and $110,000, net of of discount of $0, with accrued interest of $0 and $33,087, respectively.

Note 6 – Stockholders’ Deficit

Common stock

During the ~~six~~nine months ended ~~June~~September 30, 2024, ~~the~~ the Company issued 85,000 shares of common stock with a fair value of $20,938 to a board member of the Company for services provided.

Stock Warrants, Stock Options, and the 2017 Equity Incentive Plan:

Under the 2017 Equity Incentive Plan, the Company is authorized to grant rights to acquire up to a maximum of 200,000 shares of common stock. The 2017 Plan provides for the grant of (1) both incentive and non-statutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights. As of ~~June~~September 30 2024, the Company had 128,000 shares available for future grants.

~~Stock option activity within the 2017 Equity Incentive Plan and warrant activity outside the plan, for the six months ended June 30, 2024 is as follows:~~12

Schedule of options and warrant activity

Stock Options

Stock Warrants

Weighted Average Exercise Price

Outstanding at December 31, 2023

72,000

2.00

117,500

0.50

Granted

–

Cancelled

–

Expired

–

Exercised

–

Outstanding at June 30, 2024

72,000

2.00

117,500

0.50

Exercisable at June 30, 2024

72,000

2.00

117,500

0.50

Stock option activity within the 2017 Equity Incentive Plan and warrant activity outside the plan, for the nine months ended September 30, 2024 is as follows:

As of June 30, 2024, the outstanding stock options have a weighted average remaining term of 3.32 years and have no intrinsic value, and the outstanding stock warrants have a weighted average remaining term of 0.93 years and have no intrinsic value.

Stock Options

Stock Warrants

Weighted Average
Exercise Price

Outstanding at December 31, 2023

72,000

2.00

117,500

0.50

Granted

–

Cancelled

–

Expired

–

Exercised

–

Outstanding at September 30, 2024

72,000

2.00

117,500

0.50

Exercisable at September 30, 2024

72,000

2.00

117,500

0.50

As of September 30, 2024, the outstanding stock options have a weighted average remaining term of 3.07 years and have no intrinsic value, and the outstanding stock warrants have a weighted average remaining term of 0.68 years and have no intrinsic value.

Note 7 – Commitments and Contingencies

Mining Claims

We currently own directly or hold indirectly through mineral leases or other contracts a total of 192 unpatented mining claims. To maintain these claims, annual payments are required to be made to the United States Bureau of Land Management by the 1st of September of each year. Additionally, state laws impose additional filings and fees which are required to be made with the Recorder’s Office in the local county in which the claims are located. Additionally, some counties impose property taxes on unpatented mining claims which are due at various dates. As of ~~June~~September 30, 2024, all the unpatented mineral claims are believed by the Company Management to be in good standing.

Note 8 – Executive Employment Agreement

Effective August 1, 2020, the Company and Michael Lavigne, executed a Restricted Stock Unit Agreement pursuant to which the Company agreed to grant to Mr. Lavigne, in consideration of services to be rendered as President, CEO and Director, restricted stock units consisting of 15,000 units for each month of service. The vested stock units will be settled in shares of common stock upon or as soon as practicable (a) upon written request any time after December 31, 2020 or (b) following the termination date, whichever occurs first. As of ~~June~~September 30, 2024 and December 31, 2023, ~~705~~750,000 and 615,000 restricted stock units may be settled in shares of common stock, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company recognized $1117,~~357~~270 of stock-based compensation related to the agreement, respectively.

1213

Note 9 – Related Party Transactions

Notes Payable – Related Parties

As of December 31, 2023, the notes payable – – related parties balance was $53,000, with accrued interest of $9,409. The promissory notes bear interest at 12% per annum and are payable on demand. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company entered into four unsecured promissory notes with GEM totaling $115,000. The promissory notes bear interest at 5% per annum and are payable on demand. As of ~~June~~September 30, 2024 and December 31, 2023, the notes payable – related parties balance was $168,000 and $53,000, with accrued interest of $1417,~~471~~523 and $9,409, respectively.

Unsecured advances – related party

During the nine months ended September 30, 2024, a related party paid $49,030 of expenses on the Company’s behalf. As of ~~June~~September 30, 2024 and December 31, 2023, the advances related party balance totaled $70,905 and $21,875, respectively.

Series 2020A 8% Unsecured Convertible Notes

In 2020, the Company sold $285,000 of Series 2020A 8% Unsecured Convertible Notes with a maturity date of November 30, 2020. The purchase price of the Note is equal to the principal amount of the Note. The Series 2020A Notes are convertible into shares of Common Stock at a conversion price of $0.50 during the life of the Note. The lenders were issued 142,500 common stock warrants with an exercise price of $0.50 per share for a term of 5 years. Two related parties purchased $60,000 of the 2020A notes. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital as of December 31, 2020. The $237,263 debt discount will be amortized over the term of the loan. The Notes will accrue interest at the rate of 8% per annum, payable quarterly in arrears. In July 2020, $25,000 of Series 2020A 8% Unsecured Convertible Notes were converted into 50,000 shares of common stock at a conversion price of $0.50 per share. The Series 2020A 8% Unsecured Convertible Notes that were due and payable in November 2020 and are currently past due. If a default notice is received the interest rate will be 12%. During the ~~six~~nine months ended ~~June~~September 30, 2024, $10,000 was reclassed from convertible notes related party to convertible notes third party. As of ~~June~~ September 30, 2024 and December 31, 2023, the balance due to a related party under these notes is $50,000 and $60,000, with accrued interest of $1617,~~592~~ 600 and $17,238, respectively.

3% Secured Convertible Note

On July 1, 2020, the Company issued a $125,000 Secured Convertible Note to a related party as part of the purchase of Clearwater Mining Corporation. The convertible note is secured by common stock of the Company, matures on July 1, 2022 and will accrue interest at the rate of 3% per annum, payable yearly in arrears beginning July 1, 2021. The Note is convertible into shares of Common Stock at a conversion price of $0.50 during the life of the Note. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital in July 2019. The $87,500 debt discount will be amortized over the term of the loan. Amortization expense of $21,815 was recognized during the year ended December 31, 2022. As of ~~June~~September 30, 2024 and December 31, 2023, the balance due to a related party under this note was $125,000, ~~with~~ with accrued interest of $15,~~000~~945 and $13,130, respectively.

1314

Convertible Note

On February 10, 2021, the Company entered into a debt agreement to borrow $200,000. The secured note has an original issuance discount of $16,000 along with $9,000 in legal and finder fees recorded as a discount, which will be amortized over the life of the note. The loan is secured by common stock of the Company, bears interest at a rate of 10% and has a six-month maturity. In August 2021, the note was extended six months and the interest rate was increased to 12%. The unpaid principal is convertible into shares of the Company’s common stock at the conversion price. The conversion price shall be the less of 90% of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period ending on date of conversion of this note. The Company issued the debt holder 266,667 common shares as a commitment fee. Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability of $95,715 was recorded as a discount on the convertible notes payable. On February 9, 2022, the Company extended the maturity to May 10, 2022. In consideration of the extension, the Company issued the debt holder 180,000 shares of common stock valued at $54,000. The incremental value of the debt modification of $54,000 will be recorded over the remaining life of the note ending May 10, 2022. On May 11, 2022, the Company agreed to a second amendment to extend the maturity of the AJB note to August 10, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.30 per share for a total value of $70,000. The incremental value of the debt modification of $70,000 will be recorded over the remaining life of the note ending August 10, 2022. On August 9, 2022, the Company agreed to a third amendment to extend the maturity of the AJB note to November 9, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.24 per share for a total value of $56,000. The incremental value of the debt modification of $56,000 will be recorded over the remaining life of the note ending November 9, 2022. Th AJB Convertible Note is due and payable in November 2023. In January 2023, the Note was extended to August 11, 2023 and is currently past due. In consideration for the extension, the principal amount of the note was increased by $10,000. The incremental value of the debt modification of $10,000 will be recorded as a debt discount and amortized over the remaining life of the note ending August 11, 2023. During the year ended December 31, 2023, the Company amortized $10,000 of debt discount. During the year ended December 31, 2023, the Company repaid $100,000 of principal on this note. On January 2, 2024, GEM, a related party, assumed the debt from AJB Capital Investments, LLC. For consideration for the assumption of debt, the Company issued 250,000 shares of common stock at $0.0768 per share for total of $19,200 to GEM, for the assumption of the AJB convertible note.

As of ~~June~~September 30, 2024, the total derivative ~~liability~~ liability on the above note was adjusted to a fair value of $7730,~~068~~871. The fair value of the conversion option was estimated using the Black-Scholes option pricing model and the following assumptions during the period: fair value of stock $0.1412, volatility of ~~158~~71.3630%, expected term of of 0.50 years, risk-free rate of 54.3338% and a dividend yield of 0%.

As of ~~June~~September 30, 2024, the balance on the loan ~~was~~ was $110,000, with accrued interest of $3942,~~668~~996.

Consulting Agreement

On December 29, 2022, the Company entered into a two-year consulting agreement with Rock Creek Mining Company commencing on December 1, 2022, to provide consulting and advisory services. Michael Lavigne, the Company’s CEO, is an officer and a Director of Rock Creek Mining Company. The consulting agreement provides for compensation of $6,000 per month, payable on demand. During the ~~six~~nine months ended ~~June~~September 30, 2024, the Company incurred consulting ~~fees~~ fees of $3654,000.

Conflicts of Interests

Athena Silver Corporation (“Athena”) is a company under common control. Mr. Gibbs is a significant investor in both Magellan and Athena. Magellan and Athena are both exploration stage companies involved in the business of acquisition and exploration of mineral resources.

Silver Saddle Resources, LLC is also a company under common control. Mr. Gibbs is a significant investor and managing member of Silver Saddle. Magellan and Silver Saddle are both exploration stage companies involved in the business of acquisition and exploration of mineral resources.

Gold Express Mines, Inc. (“GEM”) is a company under common control. Mr. Crosby and Mr. Ryan are both on the board and/or hold management roles in both Magellan and GEM. Magellan and GEM are both exploration stage companies involved in the business of acquisition and exploration of mineral resources.

The existence of common ownership and common management could result in significantly different operating results or financial positions from those that could have resulted had Magellan, Athena, Silver Saddle and Gold Express been autonomous.

Accrued Interest - Related Parties

As of ~~June~~September 30, 2024, Mr. Malhotra is no longer considered a related party, and therefore all amounts due to him have been reclassified out of related party accounts.

Accrued interest due to related parties is included in our consolidated balance sheets as follows:

Schedule of accrued interest due to related parties
	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
Accrued interest payable – Mr. Gibbs	$	2325,~~519~~435	$	19,730
Accrued interest payable – Mr. Joseph Lavigne		56,~~653~~349		4,277
Accrued interest payable – Mr. Schifrin		15,~~000~~945		13,130
Accrued interest payable – Gold Express Mines, Inc.		4146,~~559~~335		–
Accrued interest payable – Mr. Malhotra		–		2,641
	$	8594,~~731~~064	$	39,778

~~Note 10 – Subsequent Events~~16

On September 11, 2024, the Company entered into a debt conversion agreement to issue a total of 265,693 shares of our common stock for the conversion of $31,000 in principal and $6,197 of interest.

On September 20, 2024, the Company entered into a debt conversion agreement to issue a total of 479,870 shares of our common stock for the conversion of $50,000 in principal and $17,182 of interest.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We use the terms “Magellan,” “we,” “our,” and “us” to refer to Magellan Copper & Gold Inc. (formerly Magellan Gold Corporation).

The following discussion and analysis provides information that management believes is relevant for an assessment and understanding of our results of operations and financial condition. This information should be read in conjunction with our audited financial statements, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and our interim unaudited financial statements and notes thereto included with this report in Part I, Item 1.

Forward-Looking Statements

Some of the information presented in this Form 10-Q constitutes “forward-looking statements”. These forward-looking statements include, but are not limited to, statements that include terms such as “may,” “will,” “intend,” “anticipate,” “estimate,” “expect,” “continue,” “believe,” “plan,” or the like, as well as all statements that are not historical facts. Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from current expectations. Although we believe our expectations are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially from expectations.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

Overview

We were incorporated on September 28, 2010, in Nevada. Our principal business is the acquisition and exploration of mineral resources. We have not presently determined whether the properties to which we have mineral rights contain mineral reserves that are economically recoverable.

We have only had limited operations to date, and we rely upon the sale of our securities and borrowings from significant investors to fund our operations, as we have not generated any revenue.

Effective July 1, 2020, Magellan entered into a stock purchase agreement to acquire Clearwater Gold Mining Corporation (“Clearwater”) which owns certain unpatented mining claims in Idaho County, Idaho that include the historic Center Star Gold Mine near Elk City, Idaho. The Center Star Mine hosts high grade gold mineralization that was discovered in the early 1900’s. There was periodic historic production and development work done under different ownership through the 1980s. With the high-grade gold mineralization present, Magellan will be evaluating the historic mine data to assess the potential to develop a gold resource at Center Star. The project area is located 45 miles from Grangeville, Idaho and near the town of Elk City, Idaho.

In consideration for 100% of the issued and outstanding shares of Clearwater, Magellan has agreed to pay its sole shareholder 1,000,000 shares of Magellan common stock and $150,000 in cash. The cash consideration of $25,000 was paid and the balance of $125,000 is evidenced by a secured promissory note due in two years. The Note is secured by the Clearwater shares and assets.

1617

On January 3, 2023, the Company entered into an asset purchase agreement with Gold Express Mines, Inc (“Gold Express”). Pursuant to the agreement, the Seller sold the following 1) Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented mining claims 2) Seafoam District - located in Custer County, Idaho and consisting of five unpatented mining claims 3) Blacktail District - located in Lemhi County, Idaho and consisting of eight unpatented mining claims 4) Big-it Project- located in Shoshone County, Idaho consisting of twenty-five unpatented mining claims and a mineral lease over three unpatented mining claims and 94.86 acres of real property and 5) Terror Gulch (Capparelli Group) located in Shoshone County, Idaho consisting of twenty-six unpatented mining claims. As of March 31, 2023, the total purchase price for the acquisition was determined to be $1,000,000 which consisted of 5,000,000 shares of common stock with a fair value of $1,000,000. The Company concluded the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet. During the year ended December 31, 2023, the Company evaluated the mineral rights and properties for impairment and recorded an impairment expense of $1,000,000. As of December 31, 2023, the Gold Express mineral rights and properties balance totaled $0.

On June 6, 2023, the Company entered a memorandum of understanding for earn-in agreement(“MOU”) with Gold Express Mines, Inc. Per the MOU, the Company agreed to earn-in for up to 50% working interest in Kris Project, which has 74 unpatented mining claims located in Plumas County, CA. In March 2023, the Company paid Gold Express Mines, Inc. $100,000, which was recorded as a deposit, and shall spend $400,000 on the Kris Project in allowable expenditures over the next thirty-six months, assuming permitting for the work is obtained. If permitting delays the exploration and other work programs, the earn-in period shall be extended accordingly. Allowable expenditures are sampling, drilling, assaying, geologic mapping, and mine site improvements made or performed directly on the existing mine site or expanded mine site. Consulting fees for work directly benefiting the Project are also allowed including management of work, preparation of reports, and planning for Future work. Claim maintenance fees on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are deemed to benefit the Kris Project, and which are approved by both parties beforehand. As part of the agreement, the Company shall make the Bureau of Land Management claim maintenance fees on the existing claims no later than August 15, 2023, and by August 15^th in ensuing years during the earn-in period. The Company shall pay for the annual Plumas County “notice of intent to hold” recording costs and any other Plumas County fees or taxes which accrue during the earn-in period. These shall all be allowable expenses under the earn-in agreement. As of December 31, 2023, the $100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties on the balance sheet.

On January 4, 2024 the Company entered into an asset purchase agreement with Gold Express. Pursuant to the agreement, the Seller sold the following 1) Copper Butte Project located in Pinal County, Arizona and consisting of 66 unpatented mining claims 2) Blue Jacket Project located in Idaho County, Idaho and consisting of 79 unpatented mining claims and 3) Copper Cliff Project located in Adams County, Idaho and consisting of 71 unpatented mining claims and a mineral lease with option to purchase consisting of patented mining claims known as the Copper Cliff Patented Claims located in Adams County, Idaho upon landowner approval. As of ~~June~~September 30, 2024, the total purchase price for the acquisition for the three projects was determined to be $422,565, to be paid upon landowner approval, consisting of 5,500,000 shares of common stock for the three projects with a fair market value of $422,565. As of the date of this filing, the Company and GEM have not completed the assignment of leases and the 500,000 shares related to assignment have not been issued. The Company concluded the transaction qualified as an asset acquisition and all costs have been capitalized. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet.

Our primary focus is to advance our Center Star gold project, our Kris gold project and our copper projects, Blue Jacket, Copper Cliff and Copper Butte towards resource definition and eventual development, and possibly to acquire additional mineral rights and conduct additional exploration, development and permitting activities. Our permitting applications and exploration and development efforts will require additional capital. We rely upon the sale of our securities as well as advances and loans from executive management and significant shareholders to fund our operations as we have not generated any significant revenue.

1718

Results of Operations for the three months ended ~~June~~September 30, 2024 and 2023

	Three months ended June 30,
	Three months ended September 30,
	2024			2023
Operating expenses:
General and administrative expenses	$	71107,~~817~~170		$	6759,~~620~~194
Total operating expenses		71107,~~817~~170			6759,~~620~~194
Operating loss		(71107,~~817~~170	)		(6759,~~620~~194	)
Other income (expense):
Interest expense		(2021,~~914~~958	)		(2821,~~792~~359	)
Gain on change in derivative liability		18,594			48,845
Gain on conversion of debt		16,329			–
Total other income (expense)		(2,320	)		20,053
Gain (loss) on change in derivative liability		46,197			(100,693	)
Net loss	$	(74,137	)	$	(47,567	)
Total other income (expense)		40,568			(122,052	)
Net loss	$	(66,602	)		(181,246	)

Operating expenses

During the three months ended ~~June~~September 30, 2024, our total operating expenses included general and administrative expenses of $71107,~~817 as~~170 as compared to $6759,~~620~~194 during the three months ended ~~June~~September 30, 2023. The $447,~~197~~976 ~~increase~~change ~~is primarily associated with increases in~~was ~~professional~~mainly ~~fees~~related ~~and~~to ~~stock-based~~mineral ~~compensation~~claim payments.

Other income (expense)

During ~~the~~ the three months ended ~~June~~September 30, 2024, total other ~~expense~~income was $240,~~320~~ 568 as compared to other ~~income~~expense of $20122,~~053~~052 during the ~~three~~ three months ended ~~June~~September 30, 2023. The $22162,~~373~~620 change was mainly related to change in derivative liability.

Results of Operations for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023

	Six months ended June 30,
	Nine months ended September 30,
	2024			2023
Operating expenses:
General and administrative expenses	$	~~172~~279,~~181~~351		$	~~101~~160,~~565~~759
Total operating expenses		~~172~~279,~~181~~351			~~101~~160,~~565~~759
Operating loss		(~~172~~279,~~181~~351	)		(~~101~~160,~~565~~759	)
Other income (expense):
Interest expense		(4163,~~596~~554	)		(4768,~~540~~899	)
Gain on change in derivative liability		9,375			70,617
Gain on conversion of debt		16,329			–
Total other income (expense)		(32,221	)		23,077
Gain (loss) on change in derivative liability		55,572			(30,076	)
Net loss	$	(204,402	)	$	(78,488	)
Total other income (expense)		8,347			(98,975	)
Net loss	$	(271,004	)	$	(259,734	)

1819

Operating expenses

During the ~~six~~nine months ended ~~June~~September 30, 2024, our total operating expenses included general and administrative expenses of $~~172~~279,~~181~~351 as compared to $~~101~~160,~~565~~759 during the ~~six~~nine months ended ~~June~~September 30, 2023. The $70118,~~616~~592 increase is primarily associated with increases in ~~professional~~mineral claim payments, professional fees and stock-based compensation.

Other income (expense)

During the nine ~~six~~ months ended ~~June~~September 30, 2024, total other ~~expense~~income was $328,~~221~~347 as compared to other ~~income~~expense of $2398,~~077~~975 during the ~~six~~nine months ended ~~June~~September 30, 2023. The $55107,~~298~~322 change was mainly related to change in derivative liability.

Liquidity and Capital Resources

Our unaudited consolidated financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At ~~June~~September 30, 2024, we had not yet generated sufficient revenues or achieved profitable operations and we have accumulated losses of $21,~~198~~264,~~180.~~782 We expect to incur further losses in the development of our business, all of which raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising from normal business operations when they come due, of which there can be no assurance.

Cash Flows

A summary of our cash provided by and used in operating, investing and financing activities is as follows:

	Six months ended June 30,
	Nine months ended September 30,
	2024			2023
Net cash used in operating activities	$	(~~110~~122,~~186~~557	)	$	(5456,~~247~~757	)
Net cash used in investing activities		–			(100,000	)
Net cash provided by financing activities		~~114~~138,~~000~~500			~~156~~168,~~299~~899
Net change in cash		315,~~814~~943			212,~~052~~142
Cash beginning of period		99			743
Cash end of period	$	316,~~913~~042		$	212,~~795~~885

~~At June 30, 2024, we had $3,913 in cash and a $1,937,578 working capital deficit. This compares to cash of $99 and a working capital deficit of $1,784,671 at December 31, 2023.~~20

19At September 30, 2024, we had $16,042 in cash and a $1,910,217 working capital deficit. This compares to cash of $99 and a working capital deficit of $1,784,671 at December 31, 2023.

Net cash used in operating activities during the ~~six~~nine months ended ~~June~~September 30, 2024 was $~~110~~122,~~186~~557 and was mainly comprised of our $~~204~~271,~~402~~004 net loss during the period, adjusted by a non-cash charges of $5157,~~495~~408 of stock compensation and a gain on change in derivative liability of $955,~~375~~572. In addition, it it reflects changes in operating assets and liabilities of $52162,~~096~~940.

Net cash used in operating activities during the ~~six~~nine months ended ~~June~~September 30, 2023 was $5456,~~247~~757 and was mainly comprised of our $78259,~~488~~734 net loss during the period, ~~adjusted~~ adjusted by a non-cash charges of $1220,~~989~~583 of stock compensation, accretion of discounts on notes payable of $810,~~019~~000 and a ~~gain~~loss on change in derivative liability of $7030,~~617~~076. In addition, it reflects changes in operating assets and liabilities of $73142,~~850~~318.

Net cash used in investing activities during the ~~six~~nine months ended ~~June~~September 30, 2023 was $100,000 which was comprised of cash payment for acquisition of mineral properties.

During the ~~six~~nine months ended ~~June~~September 30, 2024, net cash provided by financing activities was $~~114~~138,~~000~~500 comprised of proceeds from notes payable related parties and advances from third parties which were offset by repayment of notes payable.

During the ~~six~~nine months ended ~~June~~September 30, 2023, net cash provided by financing activities was $~~156~~168,~~299~~899 which was comprised of $~~240~~252,~~000~~600 proceeds from sale of ~~common~~ common stock, $21,000 proceeds from notes payable, third parties , which were offset with the repayment of convertible debt of $100,000 and repayment of advances from third parties of $4,701.

Off Balance Sheet Arrangements

We do not have and have never had any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements, including the notes thereto. We consider critical accounting policies to be those that require more significant judgments and estimates in the preparation of our financial statements, including the following: long lived assets; intangible assets valuations; and income tax valuations. Management relies on historical experience and other assumptions believed to be reasonable in making its judgment and estimates. Actual results could differ materially from those estimates.

Management believes its application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates are periodically reevaluated, and adjustments are made when facts and circumstances dictate a change.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

2021

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of such date as a result of material weaknesses in our internal control over financial reporting due to lack of segregation of duties, a limited corporate governance structure, and lack of a formal review process that includes multiple levels of review as discussed in Item 9A of our Form 10-K for the fiscal year ended December 31, 2023.

While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. We believe that this is typical in many exploration stage companies. We may not be able to fully remediate the material weakness until we commence mining operations, at which time we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.

Changes in Internal Control Over Financial Reporting:

There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 4. CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures:

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to management, including Michael Lavigne, our Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.

21Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of such date as a result of material weaknesses in our internal control over financial reporting due to lack of segregation of duties, a limited corporate governance structure, and lack of a formal review process that includes multiple levels of review as discussed in Item 9A of our Form 10-K for the fiscal year ended December 31, 2023.

Changes in Internal Control Over Financial Reporting:

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in Item 1A. to Part I. of our Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None, except as previously reported.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

During the quarter ended ~~June~~September 30, 2024, no ~~director~~ director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

Exhibit Number		Exhibit Description

31.1*		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

_____________

* Filed or furnished herewith.

2223

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.

Dated: ~~October~~November 1514, 2024

MAGELLAN COPPER & GOLD INC.

(formerly MAGELLAN GOLD CORPORATION)

By: /s/ Michael Lavigne

Michael Lavigne

Chief Executive Officer and Chief Financial Officer

(Principal Executive, Financial and Accounting Officer)

2324

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