What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-06-01 compared with 2021-04-15 · 984 added, 1301 removed, 602 unchanged (79% of the section changed)

CONTROLS AND PROCEDURES

The SEC, as required by Section 404 of

the Sarbanes-Oxley Act, adopted rules requiring every company that files reports with the SEC to include a management report on

the effectiveness of disclosure controls and procedures in its periodic reports and an annual assessment of the effectiveness of

its internal control over financial reporting in its annual report.

The SEC, as required by Section 404 of the Sarbanes-Oxley

Act, adopted rules requiring every company that files reports with the SEC to include a management report on the effectiveness of disclosure

controls and procedures in its periodic reports and an annual assessment of the effectiveness of its internal control over financial reporting

in its annual report.

Disclosure Controls and Procedures

Disclosure controls and procedures are

designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded,

processed, summarized and reported, within the time period specified in the SEC's rules and forms, and that such information is

accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required

Our 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.

Our management, with the participation

of our CEO, 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 concluded that our disclosure controls and procedures were

not effective because of the identification of material weaknesses in our internal control over financial reporting which are described

Management’s

Report on Internal Control Over Financial Reporting

Disclosure controls and procedures are designed

to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized

and reported, within the time period specified in the SEC's rules and forms, and that such information is accumulated and communicated

to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.

Our 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.

Our management, with the participation of our

CEO, 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 concluded that our disclosure controls and procedures were not effective because of

the identification of material weaknesses in our internal control over financial reporting which are described below.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f).

control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors

regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance

Our internal control

over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the

reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S.

Our internal control over financial reporting

includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and

fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with U.S.

GAAP and our receipts and expenditures are being

made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention

or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated

financial statements.

includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with U.S.

GAAP and our receipts and expenditures are being made only in accordance

with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

All internal control systems, no matter how well designed,

have inherent limitations, including the possibility of human error and the circumvention of overriding controls.

even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed, have

inherent limitations, including the possibility of human error and the circumvention of overriding controls.

Accordingly, even effective

internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation.

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of

changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our

1 unchanged sentence

In making this assessment, it used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

this evaluation, management concluded that that our internal control over financial reporting was not effective as of December 31, 2021.

3 unchanged sentences

a timely basis.

Our size has prevented us from being able

to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system

of internal control.

Therefore while there are some compensating controls in place, it is difficult to ensure effective segregation

of accounting and financial reporting duties.

Our size has prevented us from being able to employ

sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control.

Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial

reporting duties.

Management reported material weaknesses related to the following:

2 unchanged sentences

Lack of independent directors.

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.

This Annual Report does not include an

attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management's report

was not subject to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only

management's report in this Annual Report.

Conclusion Regarding the Effectiveness

of Disclosure Controls and Procedures:

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

This Annual Report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Management's report was not subject

to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only management's report in

this Annual Report.

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 SEC’s rules and forms, and that such information is accumulated and communicated

to management, 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.

15 unchanged sentences

Directors and Executive Officers

Our current executive officers and directors

Our current executive officers and directors are:

Michael Lavigne

3 unchanged sentences

Greg Schifrin

Mark Rodenbeck, age 72, was appointed

Director on June 16, 2020.

Rodenbeck, age 72, served as an officer

and director of Mascota Resources, a Nevada mining Company, from February 2015- October 2019.

He graduated (cum laude with Dean's

List honors) from Northwood Institute with a B.S.

Mark Rodenbeck, age 73, was appointed Director

on June 16, 2020.

Rodenbeck, age 73, served as an officer and

director of Mascota Resources, a Nevada mining Company, from February 2015- October 2019.

He graduated (cum laude with Dean's List honors)

from Northwood Institute with a B.S.

Degree in Business Administration in 1970.

Between 1970 and 1976, Mark worked

as General Manager, and then District Manager, for Foodplex Inc., a large operator of fast food restaurants.

In 1976 he became

President and 50% owner of Damark Inc.

Between 1970 and 1976, Mark worked as General Manager,

and then District Manager, for Foodplex Inc., a large operator of fast food restaurants.

In 1976 he became President and 50% owner of

which owned and operated 6 fast food restaurants in Michigan.

Rodenbeck sold

his restaurants and moved to Denver, Colorado, and became a stockbroker.

In 1984, he was promoted to Branch Manager of Engler &

Budd, a Minneapolis-based brokerage firm.

Rodenbeck sold his restaurants and moved to Denver,

Colorado, and became a stockbroker.

In 1984, he was promoted to Branch Manager of Engler & Budd, a Minneapolis-based brokerage firm.

In 1995, he co-founded Colorado Ceramic Tile, Inc.

as a 50% owner and officer.

retired from Colorado Ceramic Tile in 2012.

Rodenbeck retired from Colorado Ceramic Tile in 2012.

Gregory Schifrin, age 62, was appointed

Director on July 1, 2020.

Schifrin, age 61, has been a Geologist for more than 35

years, specializing in precious, base metals, rare earth and uranium exploration and development.

Previously he served as the CEO

and a member of the Board of Director at Blackrock Gold Corp.

Schifrin, age 62, has been a Geologist for

more than 35 years, specializing in precious, base metals, rare earth and uranium exploration and development.

Previously he served as

the CEO and a member of the Board of Director at Blackrock Gold Corp.

Michael Lavigne, age 65, was appointed

CEO and Director on August 1, 2020.

Lavigne has been involved in the mining industry since

1975, when he worked underground for Hecla Mining Company.

Lavigne has been involved in the mining industry

since 1975, when he worked underground for Hecla Mining Company.

After completing law school, Mr.

1 unchanged sentence

specializing in mining and resource companies.

He was a member and on the board of directors for the Spokane Stock Exchange and

was involved in a number of financings for exploration-stage companies.

Lavigne has served in management and board positions

for a number of exploration companies with projects in Idaho, Montana, Nevada, Utah, Wyoming and Alaska.

He was a member and on the board of directors for the Spokane Stock Exchange and was involved

in a number of financings for exploration-stage companies.

Lavigne has served in management and board positions for a number of exploration

companies with projects in Idaho, Montana, Nevada, Utah, Wyoming and Alaska.

Additionally, Mr.

is owner and Managing Partner of Capital Peak Partners, LLC, which provides consulting services in the area of corporate and business

development to a number of mining companies.

Lavigne received his BA in Accounting from the University of Idaho and JD from

the Gonzaga University School of Law.

Lavigne is owner and Managing Partner of

Capital Peak Partners, LLC, which provides consulting services in the area of corporate and business development to a number of mining

Lavigne received his BA in Accounting from the University of Idaho and JD from the Gonzaga University School of Law.

Deepak Malhotra, age 73, was appointed

Director on September 1, 2020.

Malhotra, age 72, is a world-renowned processing expert,

with over 48 years of mining industry experience, with expertise in process design, process development, plant auditing and troubleshooting,

Malhotra, age 73, is a world-renowned processing

expert, with over 48 years of mining industry experience, with expertise in process design, process development, plant auditing and troubleshooting,

detailed engineering, and capital and operating cost management.

His process work with mining organizations worldwide has led to

the commercialization of about 15 plants, with capital ranging from $50 million to $750 million.

His process work with mining organizations worldwide has led to the commercialization

of about 15 plants, with capital ranging from $50 million to $750 million.

After working for AMAX Inc.

for 17 years, Dr.

Malhotra founded

Resource Development Inc.

Malhotra founded Resource Development Inc.

(RDI), a metallurgical testing and consulting company, in 1990.

His clients include World Bank/IFC, international

financial institutions, mining companies, and governments.

His clients include World Bank/IFC,

international financial institutions, mining companies, and governments.

The consulting business of RDI was later spun off as an independent

2 unchanged sentences

Malhotra has a Ph.D.

in Mineral Economics (1978) and M.S.,

Metallurgical Engineering (1973) from the Colorado School of Mines and B.S., Metallurgical Engineering (1970) from the Indian Institute

of Technology.

in Mineral Economics

(1978) and M.S., Metallurgical Engineering (1973) from the Colorado School of Mines and B.S., Metallurgical Engineering (1970) from the

Indian Institute of Technology.

He is a Registered Member of Society of Mining Engineers, Member of Canadian Institute of Mining and Metallurgical

Engineering, and a Qualified Person (QP) under National Instrument 43-101 in Canada.

He has been awarded the Gaudin Award and Arthur

He has been awarded the Gaudin Award and Arthur C.

Daman Lifetime Achievement Award by the Society of Mining and Metallurgy and Exploration Engineers.

Malhotra is also currently

Director at Canarc Resource Corp.

Malhotra is also currently Director

at Canarc Resource Corp.

and Cardero Resource Corp., and Consultant at RDI.

He holds four patents and has published over

80 articles and edited several books.

He holds four patents and has published over 80 articles and

edited several books.

Involvement in Certain Legal Proceedings

During the last 10 years, none of our directors

or officers has:

During the last 10 years, none of our directors or officers

had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

3 unchanged sentences

Family Relationships

No family relationships exist among our

Additionally, there do not exist any arrangements or understandings between any director and any other person pursuant

to which any director was elected as such.

No family relationships exist among our directors.

Additionally, there do not exist any arrangements or understandings between any director and any other person pursuant to which any director

was elected as such.

Director Independence

9 unchanged sentences

and 2021, our Board members engaged in frequent informal discussions;

and all Board actions have been undertaken by unanimous

written consent.

and all Board actions have been undertaken by unanimous written

Committees of the Board of Directors

We currently do not have standing audit,

compensation or nominating committees of the Board of Directors.

We plan to form audit, compensation and nominating committees

when it is necessary to do so to comply with federal securities laws or to meet listing requirements of a stock exchange or the

Nasdaq Capital Market.

Compliance with Section 16(a), Beneficial

We currently do not have standing audit, compensation

or nominating committees of the Board of Directors.

We plan to form audit, compensation and nominating committees when it is necessary

to do so to comply with federal securities laws or to meet listing requirements of a stock exchange or the Nasdaq Capital Market.

Compliance with Section 16(a), Beneficial Ownership

Under the Securities Laws of the United States,

3 unchanged sentences

During the year ended December 31, 2021, all of these filing requirements were satisfied by our officers, directors, and ten-percent

holders except that Mr.

Power failed to file one report covering one transaction in a timely fashion.

In making these statements,

we have relied on the written representation of our directors and officers or copies of the reports that they have filed with the Commission.

In making these statements, we have relied on the written representation of our directors and officers or copies of the reports

that they have filed with the Commission.

Code of Ethics

We have adopted a Code of Ethics that apples

to, among other persons, our company’s principal executive officer, as well as persons performing similar functions.

our Code of Ethics sets forth written guidelines to promote:

We have adopted a Code of Ethics that apples to,

among other persons, our company’s principal executive officer, as well as persons performing similar functions.

As adopted, our

Code of Ethics sets forth written guidelines to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely and understandable disclosure in all reports and documents that we file with, or submit to, the SEC and in other public communications made by us that are within the executive officer’s area of responsibility;

compliance with applicable governmental laws, rules and regulations;

1 unchanged sentence

accountability for adherence to the Code.

Our Code of Ethics is on file with the

We will provide a copy of the Code of Ethics to any person without charge, upon request.

Our Code of Ethics is on file with the SEC.

will provide a copy of the Code of Ethics to any person without charge, upon request.

Requests can be sent to:

Gold Corporation, 602 Cedar St., Ste.

Magellan Gold Corporation,

602 Cedar St., Ste.

205, Wallace, ID 83873.

1 unchanged sentence

Director Compensation

Our directors receive no compensation for

their services as director.

Our directors receive no compensation for their

services as director.

Executive Compensation

11 unchanged sentences

2020 (partial)

2019 (partial)

Lavigne was appointed CEO and as a Director on August 1, 2020.

Effective August 1, 2020, the Company and Michael B.

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 December 31, 2021, 255,000 restricted stock units may be settled in shares of Common Stock.

During the year ended December 31, 2021, the Company recognized $162,465 of expense related to the agreement.

As of December 31, 2020, 75,000 restricted stock units may be settled in shares of Common Stock.

During the year ended December 31, 2020, the Company recognized $84,600 of expense related to the agreement.

John Power resigned as President on August 1, 2020.

He continued to continue to serve as Chief Financial Officer and a member of the Board of Directors until his resignation from such positions on November 24, 2020.

Restricted Stock Unit Agreement

Effective August 1, 2020, the Company and Michael B.

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 December 31, 2021, 255,000 restricted stock units may be settled in shares of common

During the year ended December 31, 2021, the Company recognized $162,465 of expense related to the agreement.

Employment Agreements

2017 Equity Incentive Plan

We have not adopted any equity compensation or stock option

plans, except as follows:

We have not adopted any equity compensation or stock option plans,

except as follows:

The Board of Directors of the Company concluded,

in order to attract and hire key technical personnel and management as our Company grows, it will be necessary to offer option

packages in order to compete effectively with other companies seeking the support of these highly qualified individuals.

careful consideration, the Board recommended the approval of the Company’s 2017 Equity Incentive Plan as being in the best

interests of Stockholders.

Effective September 1, 2017, the 2017 Equity

Incentive Plan was approved by written consent of stockholders holding 75% of the Company’s outstanding common stock, and

was adopted by the Board of Directors.

The Company is authorized to grant rights to acquire up to a maximum of 200,000 shares of

common stock under the Plan.

The Plan is authorized to grant incentive stock options that qualify under Section 422 of the Internal

Revenue Code of 1986, as amended.

The 2017 Plan provides for the grant of

(1) both incentive and nonstatutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation

rights (collectively, "Stock Awards").

Incentive stock options granted under the 2017 Plan are intended to qualify as

"incentive stock options"

within the meaning of Section 422 of the Code.

Nonstatutory stock options granted under the

2017 Plan are intended not to qualify as incentive stock options under the Code.

As of the date of this Annual Report, there have been no grants made

under the Plan.

in order to attract and hire key technical personnel and management as our Company grows, it will be necessary to offer option packages in

order to compete effectively with other companies seeking the support of these highly qualified individuals.

After careful consideration,

the Board recommended the approval of the Company’s 2017 Equity Incentive Plan as being in the best interests of Stockholders.

Effective September 1, 2017, the 2017 Equity Incentive

Plan was approved by written consent of stockholders holding 75% of the Company’s outstanding common stock and was adopted by the

Board of Directors.

The Company is authorized to grant rights to acquire up to a maximum of 200,000 shares of common stock under the Plan.

The Plan is authorized to grant incentive stock options that qualify under Section 422 of the Internal Revenue Code of 1986, as amended.

The 2017 Plan provides for the grant of (1) both

incentive and nonstatutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights

(collectively, "Stock Awards").

Incentive stock options granted under the 2017 Plan are intended to qualify as "incentive

stock options" within the meaning of Section 422 of the Code.

Nonstatutory stock options granted under the 2017 Plan are intended

not to qualify as incentive stock options under the Code.

As of the date of this Annual Report, there have been grants made under

the Plan exercisable to purchase 72,000 shares of common stock.

Indemnification of Directors and Officers

Nevada Revised Statutes provide that a

corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed

action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the

corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving

at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,

trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually

and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which

he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action

or proceeding, had no reasonable cause to believe his conduct was unlawful.

Nevada Revised Statutes also provide that

to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense

of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against

expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.

Our Articles of Incorporation authorize

us to indemnify our directors and officers to the fullest extent permitted under Nevada Revised Statutes.

Our bylaws set forth

the procedures that must be followed in order for directors and officers to receive indemnity payments from us.

Nevada Revised Statutes provide that a corporation

may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit

or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason

of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation

as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses,

including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with

the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best

interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was

Nevada Revised Statutes also provide that to the

extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action,

suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including

attorneys' fees, actually and reasonably incurred by him in connection with the defense.

Our Articles of Incorporation authorize us to

indemnify our directors and officers to the fullest extent permitted under Nevada Revised Statutes.

Our bylaws set forth the procedures

that must be followed in order for directors and officers to receive indemnity payments from us.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information

with respect to beneficial ownership of our common stock by:

The following table sets forth information with

respect to beneficial ownership of our common stock by:

each person who beneficially owns more than 5% of our common stock;

15 unchanged sentences

Deepak Malhotra

Stephen Calandrella

Academy Blvd.

Colorado Springs, CO 80918

Ronald and Paula Lavigne

Osburn, ID 83809

Pierce Carson

Cedar Crest, NM 87008

All officers and directors as a group

5 unchanged sentences

Shares and percentages beneficially owned are based upon 11,520,403 shares outstanding on April 7, 2022.

Includes 1,802,739 shares owned individually,

warrant exercisable to purchase 95,000 shares of Common Stock at $0.20 per share, Series A Preferred Shares convertible into a total of

1,991,290 shares of Preferred Stock (excluding any future accrued interest that may be convertible), 1,000 shares owned by Redwood Microcap

Includes 3,582,159 shares owned individually, warrant exercisable to purchase 20,000 shares of Common Stock at $0.20 per share, 1,000 shares owned by Redwood Microcap Fund, Inc.

controlled by Mr.

and 9,330 shares owned by Tri Power Resources, Inc., controlled by Mr.

Includes 238,019 shares owned individually, Series A Preferred Shares convertible into 401,404 shares of Common Stock, and Series A Preferred Shares held by Lambeau Financial, LLC of which Mr.

Power is a Control Person, convertible into 25,000 shares of Common Stock.

Includes 50,000 shares owned individually and a warrant exercisable to purchase 250,000 shares of Common Stock at $0.20 per share.

Includes 50,000 shares owned individually and a warrant exercisable to purchase 5,000 shares of Common Stock at $0.50 per share and a warrant exercisable to purchase 250,000 shares of Common Stock at $0.20 per share.

Does not include an aggregate of 255,000 Restricted Stock Units that may be settled for shares of common stock under certain circumstances.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Except as disclosed herein, there have

been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the

average of our total assets at year-end for the last two completed fiscal years in which any of our directors, executive officers

or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses,

associates or affiliates, has had or will have any direct or material indirect interest.

Management Fees

The Company previously maintained a month-to-month

management agreement with Mr.

Power requiring a monthly payment, in advance, of $2,500 as consideration for his services as CFO

Effective August 31, 2017, Mr.

Power resigned as CFO and Secretary of the Company and was replaced by Michael P.

on September 18, 2017 to serve as CFO, Secretary and Treasurer.

Except as disclosed herein, there have been no

transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our

total assets at year-end for the last two completed fiscal years in which any of our directors, executive officers or beneficial holders

of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates,

has had or will have any direct or material indirect interest.

Management Fees

Martinez for the years ended December 31, 2020 and 2019, are $0 and $4,500, respectively.

These fees are included in general

and administrative expenses in our consolidated statements of operations and comprehensive loss.

At December 31, 2020 and 2019,

$0 and $7,000 of the fees had not been paid and are included in accounts payable on the accompanying consolidated balance sheets.

At December 31, 2021 and 2020, $7,000 of the management

fees owed to prior management had not been paid and are included in accounts payable on the accompanying consolidated balance sheets.

Accrued Interest - Related Parties

1 unchanged sentence

balance sheets as follows:

December 31, 2020

December 31, 2019

Accrued interest payable –

Advances Payable –

Related Party

We borrowed and repaid non-interest bearing advances from/to

related parties as follows:

Accrued interest payable – Mr.

Accrued interest payable – Dr.

Accrued interest payable – Mr.

Advances Payable – Related Party

We borrowed and repaid non-interest bearing advances from/to related

parties as follows:

Year Ended December 31, 2021

Year Ended December 31, 2020

the year ended December 31, 2020, Mr.

During the year ended December 31, 2021, a Director

paid expenses on behalf of the Company of $30,528 and the Company made payments on advances of $20,000.

During the year ended December

31, 2020, Mr.

Gibbs advanced $20,000 and Mr.

Schifrin advanced $10,000 to the Company.

During the year

Power advanced $15,830 cash and paid expenses using his personal credit card on behalf of the Company of $118,384, and

the Company made repayments to Mr.

During the year ended December 31, 2020, Mr.

advanced $15,830 cash and paid expenses using his personal credit card on behalf of the Company of $118,384, and the Company made repayments

Power and/or his credit card of $156,011.

On May 31, 2020, the Company issued 475,000 shares

of common stock to Mr.

Gibbs with a fair value of $332,500 for the settlement of advances in the amount of $95,000, resulting in

a loss on settlement of $237,500.

In addition, the Company issued 475,000 warrants exercisable for a period of twelve months at

an exercise price of $0.20 per share.

The Company recognized an additional $288,046 loss related to the issuance of warrants for

the settlement of liabilities.

Amounts due to related parties was $47,762 and $134,559 as of December 31, 2020 and December

31, 2019, respectively.

Notes Payable –

Related Parties

On May 31, 2017 we entered into three short-term

notes with Mr.

Carson and Mr.

Power in the principal amounts of $100,000, $25,000 and $25,000, respectively.

bear interest at 6% and matured on November 15, 2017.

The note balances were subsequently rolled into the Series 2017 Notes.

total of $752 of interest is accrued on these notes as of December 31, 2020 and December 31, 2019, respectively.

On November 30, 2017 we entered into a

series of secured promissory notes (“Series 2017 Notes”) with both related and unrelated parties in the aggregate amount

of $1,155,000, including financing fees of $105,000 recorded as a discount to the notes.

During the year ended December 31, 2019,

a total of $57,750 of additional fees were added to the principal amount and recorded as a discount to the notes related of an

extension of the maturity date to December 31, 2019.

Of the additional fees $52,250 was related to the related party portion of

these notes and $5,500 was related to their third party portion.

The balance on these notes, net of discount of $0, was $1,069,376

as of December 31, 2019.

During the year ended December 31, 2019 $ 57,750 of debt discount related to the above notes was amortized

to interest expense.

The notes are secured by a stock pledge agreement covering 100% of the outstanding common stock of Magellan

Acquisition Corporation, bear interest at 10%.

The total of portion of the Series 2017

Notes from related parties totaled $1,045,000, including financing fees of $95,000 recorded as discount to the notes.

Carson, and Mr.

Power transferred $100,000, $25,000, and $25,000, respectively, from the May 31, 2017 short term related party

notes into the Series 2017 Notes.

The Series 2017 Notes were in default

as of December 31, 2019.

Consequently, on March 31, 2020, the Company entered into an Agreement to Accept Collateral in Full Satisfaction

of Obligations (the “Agreement”) with the holders of the Series 2017 Notes (the “Lenders”) due December

31, 2019 in the aggregate principal amount of $1.14 million.

The Company is indebted under the Series 2017 Notes to the Lenders

and the Company’s obligations to the Lenders are secured by a Stock Pledge and Security Agreement covering 100 shares of

common stock of MAC and one (1) share of MV2 (the “Collateral”) held under a Collateral Agent Agreement.

own the SDA Mill and El Dorado prospect in Nayarit, Mexico.

The Series 2017 Notes matured on December 31, 2019 and remain unpaid

and in default.

The Lenders have accelerated the Company’s indebtedness.

Pursuant to terms set forth in the Agreement, the

Lenders have agreed to accept the Collateral in full satisfaction of the Series 2017 Notes and 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 in an Allonge and Modification Agreement.

The effective date of the Agreement was March

Line of Credit –

Related Party

Effective December 31, 2012, we entered into

a line of credit arrangement with John D.

Gibbs, a significant investor, to facilitate timely cash flows for the Company’s operations.

The line of credit originally provided for a maximum balance of $250,000, accrued interest at 6% annually, and matured on December 31,

On December 31, 2013 we amended our credit

agreement with Mr.

Gibbs to increase the borrowing limit under the line of credit to $750,000.

All other terms of the credit agreement,

including the interest rate and maturity date remained unchanged.

On December 31, 2014, we again amended the credit

agreement to increase the borrowing limit to $900,000 and extend the maturity date to December 31, 2015.

As part of the 2014 amendment

and the subsequent appointment of Dr.

Pierce Carson as the President, CEO and Director of G+W effective June 1, 2015, we had pledged all

of our 85% equity interest in G+W, which owned the Silver District properties, as security for all amounts outstanding under the credit

In July 2016, we completed a share exchange with Dr.

Carson to re-acquire the 15% interest in G+W, and therefore at December

31, 2017 our entire 100% interest in G+W was pledged as security for outstanding amounts under this credit agreement.

On December 31, 2015 we again amended the

credit agreement to increase the borrowing limit to $1,000,000 and extended the maturity date to December 31, 2016.

March 31, 2017 with an effective date of December 31, 2016 we again amended the credit agreement to extend the maturity

date to December 31, 2018 and later extended to March 31, 2019.

In April 2019 this credit facility was extended until December

31, 2019 in exchange for a fee equal to 2% of the outstanding balance.

All other terms of the agreement were unchanged.

fee of $17,050 was recorded as a debt discount and fully amortized with settlement of debt in September 2019.

In 2018, $20,000 was received under this

During the same period Mr.

Gibbs converted $100,000 of the outstanding balance on the line of credit into 100,000 shares

of common stock at $1.00 per share.

In September 2019, the Company established

a Series A Convertible Preferred Stock (“Series A Preferred Stock”) to convert debt by and between the Company.

Company authorized an aggregate 2,500,000 shares of Series A Preferred Stock to be issued.

At September 30, 2019, the Company issued

shares of Series A Preferred Stock with a stated value of $1,174,188 to settle the outstanding line of credit balance including

accrued interest.

The outstanding balance under the line

of credit was $0 at December 31, 2019.

In addition, no interest was accrued on this obligation and is included in accrued interest

- related parties on the accompanying consolidated balance sheets at December 31, 2019.

10% Unsecured Convertible Note

On October 1, 2019, the Company issued a 10% Unsecured

Convertible Note in the principal amount of $145,977.65 to evidence accrued and unpaid legal fees owed to the Company’s attorney.

The note is due on demand, and is convertible into shares of common stock at a conversion price of $1.00 per share.

On May 31, 2020, the Company issued 475,000 shares of common stock to Mr.

a fair value of $332,500 for the settlement of advances in the amount of $95,000, resulting in a loss on settlement of $237,500.

the Company issued 475,000 warrants exercisable for a period of twelve months at an exercise price of $0.20 per share.

The Company recognized

an additional $288,046 loss related to the issuance of warrants for the settlement of liabilities.

As of March 31, 2021, Mr.

Carson are no longer considered related parties, and therefore all amounts due to them have been reclassified out of related party

As of December 31, 2021 and 2020, the advances from related party balance were $20,252 and $47,762, respectively.

Notes Payable – Related Parties

The Series 2017 Notes were in default as of December

Consequently, on March 31, 2020, the Company entered into an Agreement to Accept Collateral in Full Satisfaction of Obligations

(the “Agreement”) with the holders of the Series 2017 Notes (the “Lenders”) due December 31, 2019 in the aggregate

principal amount of $1.14 million.

The Company is indebted under the Series 2017 Notes to the Lenders and the Company’s obligations

to the Lenders are secured by a Stock Pledge and Security Agreement covering 100 shares of common stock of MAC and one (1) share of MV2

(the “Collateral”) held under a Collateral Agent Agreement.

MAC and MV2 own the SDA Mill and El Dorado prospect in Nayarit,

The Series 2017 Notes matured on December 31, 2019 and remain unpaid and in default.

The Lenders have accelerated the Company’s

indebtedness.

Pursuant to terms set forth in the Agreement, the Lenders have agreed to accept the Collateral in full satisfaction of the

Series 2017 Notes and 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 in an Allonge and Modification Agreement.

The effective

date of the Agreement was March 31, 2020 .

Convertible Note Payable

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

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.

interest rate on the notes is 12%.

As of December 31, 2021 and 2020, the balance due under these notes is $75,000, with accrued interest

of $17,481 and $8,481, 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 December 31, 2021 and 2020, the balance due

under the note is $145,978, with accrued interest of $32,835 and $18,237, 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

The Series 2020A Notes are convertible into shares of Common Stock at a conversion price of $0.50 during the life of the

The lenders were issued 142,500 common stock warrants with an exercise price of $0.50 per share for a term of 5 years.

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.

As of December 31, 2021 and 2020, the balance due to a related

party under these notes is $60,000, with accrued interest of $7,638 and $2,838, respectively.

As of December 31, 2021and 2020, the balance

due to a third party under these notes is $200,000, with accrued interest of $24,297 and $8,297, respectively.

3% Secured Convertible Note

On July 1, 2020, the Company issued a $125,000

Secured Convertible Note to a related party for the 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 Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance.

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 $43,750 and $21,935 was recognized

during the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, the balance due to a related party under this

note net of unamortized discount of $21,815, is $103,185, with accrued interest of $5,630.

As of December 31, 2020, the balance due to

a related party under this note net of unamortized discount of $65,592, is $59,435, with accrued interest of $1,880.

AJB 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 increase

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 debtholder 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 was $95,715 was recorded as a discount on the convertible notes payable.

As of December 31, 2021, the balance on the loan, net of unamortized discount of $0 is $200,000, with accrued interest of $0.

Gulf + Western Industries.

Effective July 1, 2020, Magellan Gold Corporation, a Nevada corporation

(the “Company”), executed a Stock Purchase Agreement with Tripower Resources, Inc.

(“Tripower”) pursuant to which

(the “Company”), executed a Stock Purchase Agreement with Tripower Resources, Inc.

(“Tripower”) pursuant to which

the Company sold 100% of the issued and outstanding stock of its wholly-owned subsidiary Gulf + Western Industries, Inc.

(“GW”)

in consideration of the surrender for cancellation of an aggregate of 50,000 shares of Series A Preferred Stock owned by John Gibbs, who

2 unchanged sentences

Deferred Compensation

On June 1, 2016 we executed an employment

agreement with Dr.

Carson in which he assumed the positions of President and Chief Executive Officer of Magellan Gold Corporation.

The agreement also provided that Dr.

Carson be appointed a Director of Magellan Gold Corporation, and effective June 30, 2016,

Carson was appointed a Director of Magellan.

The term of the agreement covered the period from June 1, 2016 to May 31, 2017

and is subject to annual renewal.

The agreement has subsequently been renewed each year and is currently effective from June 1,

2018 to May 31, 2019, with all terms of the original agreement remaining unchanged.

During the term of the agreement, Magellan agreed

Carson a base salary in equal semi-monthly installments less required withholding and other applicable taxes.

Carson’s

salary was set at $6,667 per month during the three-month period from June 1, 2016 through August 31, 2016, and thereafter at $10,000

In June 2019, Dr.

Carson resigned as the

President and Chief Executive Officer of Magellan Gold Corporation.

Carson also resigned from all other positions with the

Company and its affiliates and subsidiaries.

At December 31, 2019 a total of $110,000

and $18,469 of salary and associated payroll tax obligations, respectively, is accrued in connection with the agreement and included

in accrued liabilities on the accompanying consolidated balance sheets.

Effective June 1, 2019, the Company and David

Drips, executed a Restricted Stock Unit Agreement pursuant to which the Company agreed to grant to Mr.

Drips, in consideration of services

to be rendered as President, CEO and Director, restricted stock units consisting of 10,000 units for each month of service.

will vest upon successful completion of a $1.25 million financing on or before November 30, 2019.

Upon settlement if the common stock

is less than $1.50 addition shares will be issued such that each month of service will have a value of $15,000.

The agreement was extended

through May 31, 2020 and eliminated the $1.25 million in financing as a condition of vesting and clarified that a total of 120,000 shares

of stock will be issued to settle all services received.

As of December 31, 2021 and 2020, $78,000 has been accrued under this arrangement.

On June 2, 2020, the Company received the written resignation of David E.

Drips as President, CEO and Director of the Company, effective

May 31, 2020.

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.

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 December 31, 2021 and 2020, 255,000 and 75,000 restricted

stock units may be settled in shares of common stock, respectively.

During the years ended December 31, 2021 and 2020, the Company recognized

$162,465 and $84,600 of stock-based compensation related to the agreement, respectively.

Director Independence

Our common stock is not listed on a national

securities exchange or inter-dealer quotation system.

Under NASDAQ Rule 5605(a)(2) and Item 407(a) of Regulation S-K, a director

is not considered to be independent if he or she is also an executive officer of the corporation.

Our director is considered an

executive officer under Rule 3b-7 of the Exchange Act.

Our common stock is not listed on a national securities

exchange or inter-dealer quotation system.

Under NASDAQ Rule 5605(a)(2) and Item 407(a) of Regulation S-K, a director is not considered

to be independent if he or she is also an executive officer of the corporation.

Our director is considered an executive officer under

Rule 3b-7 of the Exchange Act.

Therefore, our director is not independent.

As a result of our limited operating history

and minimal resources, we believe that we will have difficulty in attracting independent directors.

In addition, we would likely

be required to obtain directors’

and officers’

insurance coverage in order to attract and retain independent directors.

We believe that the costs associated with maintaining such insurance is prohibitive at this time.

As a result of our limited operating history and

minimal resources, we believe that we will have difficulty in attracting independent directors.

In addition, we would likely be required

to obtain directors’ and officers’ insurance coverage in order to attract and retain independent directors.

We believe that

the costs associated with maintaining such insurance is prohibitive at this time.

PRINCIPAL ACCOUNTING FEES AND SERVICES

We understand the need for our principal

accountants to maintain objectivity and independence in their audit of our financial statements.

To minimize relationships that

could appear to impair the objectivity of our principal accountants, our Board of Directors has restricted the non-audit services

that our principal accountants may provide to us primarily to tax services and audit-related services.

We are only to obtain non-audit

services from our principal accountants when the services offered by our principal accountants are more effective or economical

than services available from other service providers, and, to the extent possible, only after competitive bidding.

These determinations

are among the key practices adopted by the Board of Directors.

Our Board has adopted policies and procedures for pre-approving

work performed by our principal accountants.

The aggregate fees billed for the fiscal

years 2020 and 2019 for professional services rendered by our principal accountants for the audit of our annual financial statements

and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by

our accountants in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

We understand the need for our principal accountants

to maintain objectivity and independence in their audit of our financial statements.

To minimize relationships that could appear to impair

the objectivity of our principal accountants, our Board of Directors has restricted the non-audit services that our principal accountants

may provide to us primarily to tax services and audit-related services.

We are only to obtain non-audit services from our principal accountants

when the services offered by our principal accountants are more effective or economical than services available from other service providers,

and, to the extent possible, only after competitive bidding.

These determinations are among the key practices adopted by the Board of

Our Board has adopted policies and procedures for pre-approving work performed by our principal accountants.

The aggregate fees billed for the fiscal years

2021 and 2020 for professional services rendered by our principal accountants for the audit of our annual financial statements and review

of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by our accountants

in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

Audit fees - audit of annual financial statements and review of financial statements included in our quarterly reports, services normally provided by the accountant in connection with statutory and regulatory filings

2 unchanged sentences

All other fees - services provided by our principal accountants other than those identified above

After careful consideration, the Board

of Directors has determined that payment of the audit fees is in conformance with the independent status of our principal independent

After careful consideration, the Board of Directors

has determined that payment of the audit fees is in conformance with the independent status of our principal independent accountants.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

3 unchanged sentences

Specimen Common Stock Certificate

Cowles’

Option and Mining Lease

Mining Lease –

Randall Claims

Cowles’ Option and Mining Lease

Mining Lease – Randall Claims

Assignment of Randall Mining Lease Agreement

Mining Lease –

Secret Claims

Mining Lease – Secret Claims

Consulting Agreement

1 unchanged sentence

Promissory Note Dated August 23, 2011, in favor of John D.

First Amendment to Mining Lease –

Secret Claims

Second Amendment to Mining Lease –

Randall Claims

First Amendment to Mining Lease – Secret Claims

Second Amendment to Mining Lease – Randall Claims

Promissory Note Dated February 28,2012, in favor of John D.

Third Amendment to Mining Lease –

Randall Claims

Option Agreement –

Columbus Silver

Third Amendment to Mining Lease – Randall Claims

Option Agreement – Columbus Silver

Amendment No.

10 unchanged sentences

Pierce Carson

Employment Agreement –

Employment Agreement – W.

Pierce Carson (Magellan)

37 unchanged sentences

1 to EMA Financial Note

Amendement No.

Amendment No.

1 to Auctus Fund Note

12 unchanged sentences

Letter Agreement

Form of 10% Convertible Promissory Note –

Note Offering

Form of 36% Convertible Promissory Note –

Bridge Note Offering

Form of 10% Convertible Promissory Note – Note Offering

Form of 36% Convertible Promissory Note – Bridge Note Offering

Restricted Stock Unit Agreement

Deferred Compensation and Equity Award Plan

Certificate of Designations –

Series A Convertible Preferred

Certificate of Designations – Series A Convertible Preferred Stock

Option to Purchase Agreement

8 unchanged sentences

Restricted Stock Unit Agreement

Promissory Note

Securities Purchase Agreement

Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

1 unchanged sentence

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance*

XBRL Taxonomy Extension Schema**

XBRL Taxonomy Extension Calculation**

XBRL Taxonomy Extension Definition**

XBRL Taxonomy Extension Labels**

XBRL Taxonomy Extension Presentation**

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)*

Inline XBRL Taxonomy Extension Schema Document**

Inline XBRL Taxonomy Extension Calculation Linkbase Document**

Inline XBRL Taxonomy Extension Definition Linkbase Document **

Inline XBRL Taxonomy Extension Label Linkbase Document **

Inline XBRL Taxonomy Extension Presentation Linkbase Document**

Cover Page Interactive Data File (embedded within the Inline XBRL document)**

Incorporated by reference as an Exhibit to Form S-1 as filed with the Commission on May 18, 2011.

Incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Commission on August 25, 2011.

Incorporated by reference as an Exhibit to Quarterly Report on Form 10-Q as filed with the Commission on November 14, 2011.

55 unchanged sentences

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 12, 2020.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on April 23, 2021.

Filed herewith.

4 unchanged sentences

MAGELLAN GOLD CORPORATION

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID 206 )

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Shareholders’

Consolidated Statements of Shareholders’ Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

2 unchanged sentences

We have audited the accompanying consolidated

balance sheets of Magellan Gold Corporation and its subsidiary (collectively, the “Company”) as of December 31, 2020 and 2019,

and the related consolidated statements of operations, stockholders’

deficit, and cash flows for the years then ended, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of their operations and

their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

balance sheets of Magellan Gold Corporation and its subsidiary (collectively, the “Company”) as of December 31, 2021 and 2020,

and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the years

then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results

of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the

United States of America.

Going Concern Matter

9 unchanged sentences

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

28 unchanged sentences

Prepaid expenses and other current assets

Current assets of discontinued operations

Total current assets

1 unchanged sentence

Development costs

Other assets of discontinued operations

LIABILITIES AND SHAREHOLDERS' DEFICIT

9 unchanged sentences

Advances payable - third party

Current liabilities of discontinued operations

Derivative liability

Total current liabilities

Long term liabilities:

Long term liabilities of discontinued operations

Total liabilities

5 unchanged sentences

0 and 192,269 shares issued and outstanding, respectively

Series B preferred stock - $1,250.00 stated value;

5,000 authorized;

none shares issued and outstanding

Common shares, $ 0.001 par value;

2 unchanged sentences

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

1 unchanged sentence

( 15,832,969 )

Shareholders' equity deficit:

Shareholders' deficit

Total liabilities and shareholders' deficit

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Years Ended December 31,

Operating expenses:

4 unchanged sentences

Interest expense

Loss on extinguishment of debt

Loss on settlement of liabilities

Gain on change in fair value

( 2,110,047 )

Loss on change in derivative liability

Total other income (expense)

( 2,507,925 )

Net loss from continuing operations

( 2,056,732 )

( 3,683,035 )

Net loss from discontinued operations, net of tax

( 2,056,732 )

( 3,714,634 )

Series A preferred stock dividend

Net loss attributable to common shareholders

( 2,136,844 )

( 3,930,244 )

Other comprehensive income:

15 unchanged sentences

Accumulated Other

Series A Preferred

Preferred Stock

Comprehensive

Income (Loss)

Balance, December 31, 2019

1 unchanged sentence

$ ( 1,161,091 )

Sales of common stock and

Stock issued for services

Stock and warrants issued

for liabilities

Stock issued for deemed dividend

Conversion of debt

Debt discount from warrants

and beneficial conversion feature

Stock and warrants issued for cash

Stock based compensation

Stock issued for services

Stock and warrants issued for liabilities

Stock and warrants issued for convertible notes and accrued interest

Debt discount from warrants and beneficial conversion feature

Preferred shares returned and cancelled in exchange for Gulf + Western Industries Inc

Stock issued for purchase of Clearwater Gold Mining Corp

Disposition of assets, related party

Series A preferred stock dividend

( 3,714,634 )

Other comprehensive loss

1 unchanged sentence

( 15,832,969 )

Stock and warrants issued

Stock issued for services

Exercise of warrants

Stock based compensation

Stock and warrants issued

for liabilities

Stock and warrants issued

for convertible notes and accrued interest

Stock issued for purchase

of Clearwater Gold Mining Corp

Debt discount from warrants

and beneficial conversion feature

Stock issued to settle liabilities

Series A preferred stock dividend

Disposition of assets, related

Preferred shares returned

and cancelled in exchange for Gulf + Western Industries Inc.

Other comprehensive income

Conversion of series A preferred stock and accrued dividend

( 1,922,690 )

( 2,056,732 )

Balance, December 31, 2021

$ ( 17,969,813 )

See accompanying notes to the consolidated financial statements

$ ( 266,236 )

See accompanying notes to the consolidated financial

MAGELLAN GOLD CORPORATION

5 unchanged sentences

$ ( 3,683,035 )

Adjustments to reconcile net loss from continuing operations to net cash

used in operating activities:

Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:

Accretion of discounts on notes payable

Stock based compensation

Loss on extinguishment of debt

Loss on settlement of liabilities

Gain on change in fair value

Loss on change in derivative liability

Changes in operating assets and liabilities:

18 unchanged sentences

Payments on advances from related parties

Payments on advances from third parties

Proceeds from advances from third parties

12 unchanged sentences

Series A preferred stock dividend

Expenses paid by related party credit cards

Common stock and warrants issued for the settlement of liabilities

Additions of assets under operating lease obligations

Preferred stock issued for settlement of liabilities

Transfer of investment to related party for settlement of liabilities

Deemed dividend on true-up share issuance

Expenses paid on behalf of the Company

Common stock and warrants issued for settlement liabilities

Disposition of assets, related party

2 unchanged sentences

Common stock issued for accounts payable

Convertible note issued to settle accounts payable

Conversion of Series A preferred stock and accrued dividend

Preferred stock returned and cancelled

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 –

Organization and Nature of Operations

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

Organization and Nature of Operations

Magellan Gold Corporation (“we”

“our”, “us”, the “Company”

or “Magellan”) was incorporated on September 28, 2010,

under the laws of the State of Nevada.

Magellan Gold Corporation (“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.

not presently determined whether the properties to which we have mining rights contain mineral reserves that are economically recoverable.

On January 3, 2019, the Financial Industry

Regulatory Authority (“FINRA”) informed Magellan Gold Corporation, a Nevada corporation (the “Company”)

that a 1-for-50 reverse split of the Company’s common stock, previously disclosed in the Company’s Definitive Information

Statement on Schedule 14C filed with the Securities and Exchange Commission (the “SEC”) on September 22, 2017, would

be effective at the market open on January 7, 2019.

The stock split has been retroactively adjusted throughout these financial

statements and footnotes.

Our primary focus is to explore and develop

mineral properties in the United States.

Effective March 31, 2020, we divested our subsidiary holding all of our international

assets and plan to advance our recently acquired Idaho Gold project towards resource definition and eventual development, and possibly

to acquire additional mineral rights and conduct additional exploration, development and permitting activities.

Our mineral lease

payments, 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.

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 December 31, 2020, we had not yet generated any significant revenues or

achieved profitable operations and we have accumulated losses of $15,832,969.

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.

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 than any future financings will occur.

Note 2 –

Significant Accounting Policies

Basis of Presentation and Principles

of Consolidation

On July 1, 2020, the Company entered into

a Stock Purchase Agreement to acquire Clearwater Gold Mining Corporation (“Clearwater”) which owns certain unpatented

mining claims in Idaho County, Idaho.

The Company will be evaluating the historic mine data to assess the potential to develop

a gold resource at Center Star.

We have not presently determined

whether the properties to which we have mining rights contain mineral reserves that are economically recoverable.

Our primary focus is to explore and develop mineral

properties in the United States.

Effective March 31, 2020, we divested our subsidiary holding all of our international assets and plan

to advance our recently acquired Idaho Gold project towards resource definition and eventual development, and possibly to acquire additional

mineral rights and conduct additional exploration, development and permitting activities.

Our mineral lease payments, 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

On July 1, 2020, the Company entered into a Stock

Purchase Agreement to acquire Clearwater Gold Mining Corporation (“Clearwater”) which owns certain unpatented mining claims

in Idaho County, Idaho.

The Company will be evaluating the historic mine data to assess the potential to develop a gold resource at Center

The project area is located 45 miles from Grangeville, Idaho and near the town of Elk City, Idaho.

On August 25, 2020, the Company, a new

wholly owned subsidiary, M Gold Royalty (“M Gold”), to expand into the royalty business.

M Gold Royalty will engage

in organically generating royalties derived from a portfolio of mineral property interests in North America.

Royalties from this

portfolio will be complemented by royalties from selected acquisitions as well as income from other strategic investments.

On August 25, 2020 the Company, formed a new wholly

owned subsidiary, M Gold Royalty (“M Gold”), to expand into the royalty business.

M Gold Royalty will engage in organically

generating royalties derived from a portfolio of mineral property interests in North America.

Royalties from this portfolio will be complemented

by royalties from selected acquisitions as well as income from other strategic investments.

Our consolidated financial statements include

our accounts and the accounts of our 100% owned subsidiary, 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”).

All intercompany transactions and balances have been

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the

United States of America (“U.S.

Use of Estimates

The preparation of financial statements

in conformity with U.S.

GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported

amounts of expenses during the period presented.

We make our estimate of the ultimate outcome

for these items based on historical trends and other information available when the financial statements are prepared.

in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new

information becomes available.

We believe that our significant estimates, assumptions and judgments are reasonable, based upon

information available at the time they were made.

Actual results could differ from these estimates, making it possible that a change

in these estimates could occur in the near term.

Reclassification

Certain prior period amounts have been

reclassified to conform to the current period financial statement presentation, including the discontinued operations presentation

resulting from the disposition of the Company’s Mexico operations in March 2020 and Gulf + Western Industries, Inc.

The preparation of financial statements in conformity

GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and

disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during

the period presented.

We make our estimate of the ultimate outcome for

these items based on historical trends and other information available when the financial statements are prepared.

Changes in estimates

are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes

We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the

time they were made.

Actual results could differ from these estimates, making it possible that a change in these estimates could occur

in the near term.

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.

issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying

financial statements.

Fair Value of Financial Instruments

1 unchanged sentence

using fair value measurements.

Our financial instruments primarily consist of cash, prepaid expenses, other current assets, accounts

payable, accrued liabilities, amounts due to related parties and notes payable to related parties.

Fair value is based on the price

that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at

the measurement date.

The carrying amount of cash, accounts payable, accrued liabilities, notes payable to related parties and

other amounts due to related parties approximates fair value because of the short-term nature of these financial instruments.

Our financial instruments primarily consist of cash, prepaid expenses, other current assets, accounts payable,

accrued liabilities, amounts due to related parties and notes payable to related parties.

Fair value is based on the price that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

The carrying amount of cash, accounts payable, accrued liabilities, notes payable to related parties and other amounts due to related

parties approximates fair value because of the short-term nature of these financial instruments.

Concentrations of Credit Risk

Our financial instruments which potentially subject us to credit

risk are our cash and cash equivalents.

We maintain our cash and cash equivalents at reputable financial institutions and currently,

we are not exposed to significant credit risk.

Our financial instruments which potentially subject us to credit risk

are our cash and cash equivalents.

We maintain our cash and cash equivalents at reputable financial institutions and currently, we are

not exposed to significant credit risk.

Cash and Cash Equivalents

We consider all amounts on deposit with

financial institutions and highly liquid investments with an original maturity of three months or less to be cash equivalents at

the date of purchase.

Related Parties

The Company follows ASC 850, Related Party

Disclosures, for the identification of related parties and disclosure of related party transactions.

We consider all amounts on deposit with financial

institutions and highly liquid investments with an original maturity of three months or less to be cash equivalents at the date of purchase.

Mineral Rights

We have determined that our mineral rights

meet the definition of mineral rights, as defined by accounting standards, and are tangible assets.

As a result, our direct costs

to acquire or lease mineral rights are initially capitalized as tangible assets.

We have determined that our mineral rights meet

the definition of mineral rights, as defined by accounting standards, and are tangible assets.

As a result, our direct costs to acquire

or lease mineral rights are initially capitalized as tangible assets.

Mineral rights include costs associated with:

leasing or acquiring patented and unpatented mining claims;

leasing mining rights including lease signature bonuses, lease rental

payments and advance minimum royalty payments;

leasing or acquiring

patented and unpatented mining claims;

leasing mining rights including lease signature bonuses, lease rental payments and advance minimum

royalty payments;

and options to purchase or lease mineral properties.

If we establish proven and probable reserves

for a mineral property and establish that the mineral property can be economically developed, mineral rights will be amortized

over the estimated useful life of the property following the commencement of commercial production or expensed if it is determined

that the mineral property has no future economic value or if the property is sold or abandoned.

For mineral rights in which proven

and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting

period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

The net carrying value of our mineral rights

represents the fair value at the time the mineral rights were acquired less accumulated depletion and any abandonment or impairment

Proven and probable reserves have not been established for mineral rights as of December 31, 2020.

There were no Impairment

charges recognized for during the years ended December 31, 2020 and 2019, respectively.

If we establish proven and probable reserves for

a mineral property and establish that the mineral property can be economically developed, mineral rights will be amortized over the estimated

useful life of the property following the commencement of commercial production or expensed if it is determined that the mineral property

has no future economic value or if the property is sold or abandoned.

For mineral rights in which proven and probable reserves have not

yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes

in circumstances indicate that the carrying value may not be recoverable.

The net carrying value of our mineral rights represents

the fair value at the time the mineral rights were acquired less accumulated depletion and any abandonment or impairment losses.

and probable reserves have not been established for mineral rights as of December 31, 2021.

There were no impairment charges recognized

for during the years ended December 31, 2021 and 2020, respectively.

Impairment of Long-lived Assets and Mining Rights

We continually monitor events and changes

in circumstances that could indicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable.

When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the

carrying value of such assets will be recovered through their undiscounted expected future cash flow.

If the future undiscounted

cash flow is less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying

amount over the fair value of the assets.

We continually monitor events and changes in circumstances

that could indicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable.

When such events

or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such

assets will be recovered through their undiscounted expected future cash flow.

If the future undiscounted cash flow is less than the carrying

amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Property and Equipment

Property and equipment is recorded at cost,

less accumulated depreciation.

Property and equipment is recorded at cost, less

accumulated depreciation.

Property and equipment is amortized on a straight-line basis over its estimated life:

SDA Mill –

Mill equipment –

Tailings Dam –

Office and Warehouse –

Comprehensive Income/Loss

ASC 220, Comprehensive Income, establishes standards

for the reporting and display of comprehensive income/loss and its components in the financial statements.

As of December 31, 2020 and

2019, the Company recognized $68,636 and $40,422 in comprehensive income related to foreign currency translation adjustments for the Mexico

operations disposed in March 2020, respectively.

Notes Payable –

Related Parties

Office and Warehouse – 10 years

Notes Payable – Related Parties

Notes payable to related parties are classified

as current liabilities as either the note holders have the ability to control the repayment dates of the notes or maturity dates

are within one year of the reported balance sheet date.

as current liabilities as either the note holders have the ability to control the repayment dates of the notes or maturity dates are within

one year of the reported balance sheet date.

Exploration Costs

Mineral exploration costs are expensed

When it has been determined that it is economically feasible to extract minerals and the permitting process has been

initiated, exploration costs incurred to further delineate and develop the property are considered pre-commercial production costs

and will be capitalized and included as mine development costs in our balance sheets.

Mineral exploration costs are expensed as incurred.

When it has been determined that it is economically feasible to extract minerals and the permitting process has been initiated, exploration

costs incurred to further delineate and develop the property are considered pre-commercial production costs and will be capitalized and

included as mine development costs in our balance sheets.

We recognize deferred tax assets and liabilities

for temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial

statements and the effect of net operating losses based upon the enacted tax rates in effect for the year in which the differences

are expected to reverse.

A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected

to be realized.

At December 31, 2020 and 2019, the Company had no uncertain tax positions.

for temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial statements

and the effect of net operating losses based upon the enacted tax rates in effect for the year in which the differences are expected to

A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

31, 2021 and 2020, the Company had no uncertain tax positions.

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 year ended December

31, 2020, 1,858,635 of warrants, 192,269 shares issuable from Series A Preferred Stock and 990,978 shares issuable from convertible notes

were considered for their dilutive effects.

For the year ended December 31, 2019, 335,000 of warrants, 242,269 shares issuable from Series

A Preferred Stock and 430,978 shares issuable from convertible notes were considered for their dilutive effects.

Revenue Recognition

The Company recognizes revenue in accordance

with ASC Topic 606, Revenue From Contracts With Customers, which was adopted on January 1, 2018 using the modified retrospective

method, with no impact to the Company’s comparative financial statements.

Revenues are recognized when control of the promised

goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled

to in exchange for transferring those goods or services.

Revenue is recognized based on the following five step model:

Identification of the contact with a customer

Identification of the performance obligations in the contract

Determination of the transaction price

Allocation of the transaction price to the performance obligations in the contract

Recognition of revenue when, or as, the Company satisfies a performance obligation

All of the Company’s revenue is currently

generated from the sales of similar products.

As such no further disaggregation of revenue information is provided.

Performance Obligations

Revenues are recognized when all the following

criteria are satisfied:

(i) a contract with an end user exists which has commercial substance;

(ii) it is probable the Company

will collect the amount charged to the end user;

and (iii) the Company has completed its performance obligation whereby the end

user has received the benefit of the services or when control of products has transferred to the end user.

A contract with commercial

substance exists once the Company receives and accepts a purchase order or once it enters into a contract with an end user.

collectibility is not probable, the sale is deferred and not recognized until collection is probable or payment is received.

of products typically transfers when title and risk of ownership of the product has transferred to the customer or the services

are completed.

Net revenues comprise gross revenues less customer discounts and allowances, actual and expected returns.

charges billed to customers are included in net sales.

Various taxes on the sale of products and services to customers are collected

by the Company as an agent and remitted to the respective taxing authority.

These taxes are presented on a net basis and recorded

as a liability until remitted to the respective taxing authority.

Contract Costs

Costs incurred to obtain a customer contract

are not material to the Company.

The Company elected to apply the practical expedient to not capitalize contract costs to obtain

contracts with a duration of one year or less, which are expensed and included within cost of goods and services.

Contract Liabilities

The Company may at times receive payment

at the time the customer places an order or requests services.

Amounts received for undelivered product are considered a contract

liability and are recorded as deferred revenue.

As of December 31, 2020 and 2019, the Company had no deferred revenue related to

unsatisfied performance obligations included with accrued liabilities.

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

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

For the year ended December 31, 2021, 72,000 of

stock options, 423,635 of

warrants, and 1,560,778 shares

issuable from convertible notes were considered for their dilutive effects.

For the year ended December 31, 2020, 72,000 of

stock options, 1,858,635 of

warrants, 192,269 shares

issuable from Series A Preferred Stock and 990,978 shares

issuable from convertible notes were considered for their dilutive effects.

Stock-based Compensation

The Company determines the fair value of

stock option awards granted to employees and nonemployees in accordance with FASB ASC Topic 718 –

Compensation cost is

measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting

Note 3 –

Mineral Rights and Properties

The Company determines the fair value of stock

option awards granted to employees and nonemployees in accordance with FASB ASC Topic 718 – 10.

Compensation cost is measured at

the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.

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

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 December 31, 2021, we had a working capital deficit of $ 1,459,741 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 17,969,813 .

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.

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 than any future financings will occur.

Note 3 – Mineral Rights and Properties

Center Star Gold Mine

July 1, 2020, the Company 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 (“Center

Star”) near Elk City, Idaho.

As a result of the Clearwater acquisition, Gregory Schifrin, the sole shareholder of Clearwater,

was appointed to serve as a member of the Company’s Board on July 1, 2020.

In consideration for 100% of the issued and outstanding

shares of Clearwater, the Company has agreed to pay Clearwater’s sole shareholder 1,000,000 shares of Magellan common stock,

$125,000 convertible note and $25,000 in cash.

The 1,000,000 shares are to be issued to the shareholder on and under the terms

250,000 shares at the time of closing, 250,000 shares at the time the Center Mine receives its permit to reopen the

main portal of the mine, 250,000 shares at the point the main portal has been reopened and 250,000 shares two-years from closing

concurrent the pay-off of the $125,000 convertible note.

As of December 31, 2020, the total purchase price for the Clearwater was

determined to be $1,000,000 which consisted of $12,500 cash paid, $12,500 accrued in accounts payable –

related party, a

$125,000 convertible promissory note, and 1,000,000 shares of common stock with a fair value of $850,000.

The Company concluded

the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized.

the year ended December 31, 2020, the Company has paid $77,916 and accrued $35,052 in capitalized development cost to develop gold

resources at Center Star.

Silver District

In August 2012, we entered into an option

agreement with Columbus Exploration f/k/a Columbus Silver Corporation, which granted us the right to acquire all of Columbus’

interest in its Silver District properties located in La Paz County, Arizona.

We paid Columbus an initial $63,200 on signing of

the option and a further $50,000 in December 2012.

We paid other patented and unpatented mining claim purchase and lease obligations

in 2013 and 2014 to maintain the project claims and leases in good standing.

On December 31, 2014, we paid an additional $100,000

to Columbus Exploration to acquire all of Columbus’

interest in its Silver District properties located in La Paz County,

The properties acquired from Columbus were assigned into our subsidiary Gulf+Western Industries, Inc.

and our total acquisition

cost capitalized was $323,200.

The Silver District property consists of

110 unpatented lode and mill site mining claims, six patented lode claims, and an Arizona State Exploration Permit, all of which

are held directly or under lease agreements, totaling over 2,000 acres.

Certain of the claims are subject to third party net smelter

royalties and/or net profits of varying percentages.

On July 9, 2015, G+W entered into two Lease

and Purchase Agreements (“Agreements”) with an individual that grant the Company certain exploration and mining rights

for two patented lode claims located in the Silver District, La Paz County, Arizona.

The Agreements provide for scheduled variable

annual advance minimum royalty payments to the lessor.

In addition, the Agreements have an initial term of 20 years, and provide

for the purchase of the properties for $125,000 each during the term of the lease, net of any advance royalty payments made up

to the date of the purchase.

The Company paid the initial advance royalty payments totaling $3,000 and advance royalty payments

of $3,000 to maintain these Agreements.

Due to an uncertainty associated with the clarification of the legal title for these two

patented lode claims, these payments have not been capitalized as mining rights, and therefore are included in exploration costs

during the period in which the obligation was due.

The lease requires annual payments totaling $1,000 until the legal title can

be perfected.

January 2020, the Company and NV Gold Corporation (“NVX”) and its wholly-owned subsidiary NV Gold Corporation (USA)

(“NV Gold”) entered into a binding letter of intent (“LOI”), whereby NV Gold has the exclusive right to

purchase an undivided 100% right, title and interest in and to the Silver District Property and the Property Data in consideration

of NV Gold completing certain payments and work commitments.

In January 2020, NVX accepted the terms of the LOI and paid the Company

NVX had until May 11, 2020 to exercise their option to acquire the Silver District project under these terms.

not exercise their option on May 11, 2020 and Magellan retained the $25,000 payment as liquidated damages which was recorded in

other income.

July 2020 G + W was disposed of as further discussed in Note 4.

Note 4 –

Disposition of Business

On July 1, 2020, the Company 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 (“Center Star”) near Elk City, Idaho.

As a result of

the Clearwater acquisition, Gregory Schifrin, the sole shareholder of Clearwater, was appointed to serve as a member of the Company’s

Board on July 1, 2020.

In consideration for 100% of the issued and outstanding shares of Clearwater, the Company has agreed to pay Clearwater’s

sole shareholder 1,000,000 shares of Magellan common stock, $125,000 convertible note and $25,000 in cash.

The 1,000,000 shares are to

be issued to the shareholder on and under the terms as follows:

250,000 shares at the time of closing, 250,000 shares at the time the

Center Mine receives its permit to reopen the main portal of the mine, 250,000 shares at the point the main portal has been reopened and

250,000 shares two-years from closing concurrent the pay-off of the $125,000 convertible note.

As of September 30, 2021, the total purchase

price for the Clearwater was determined to be $1,000,000 which consisted of $ 12,500 cash paid, $ 12,500 accrued in accounts payable –

related party, a $ 125,000 convertible promissory note, and 1,000,000 shares of common stock with a fair value of $ 850,000 .

concluded the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized.

As of December 31, 2021 and December 31, 2020,

the Company had $ 193,505 and $ 112,968 in capitalized development cost to develop gold resources at Center Star, respectively.

Note 4 – Disposition of Business

Mexico Operations

On March 3, 2017 the Company entered into

a Memorandum of Understanding (“MOU”) with Rose Petroleum plc (“Rose”), a multi-asset natural resource

business, to purchase an operating floatation plant that also includes a precious metals leach circuit and associated assets, licenses

and agreements (together, the “SDA Mill”) located in the State of Nayarit, Mexico.

Prior to closing, all of the assets and

operations related to the SDA Mill were transferred to a newly incorporated entity, Minerales Vane 2 S.A.

(“Minerales

Vane 2”).

Effective November 30, 2017, the Company’s newly incorporated wholly-owned subsidiary, Magellan Acquisition

Corporation (“MAC”), acquired 100% of the issued and outstanding shares of Minerales Vane 2 (“MV2”).

On March 3, 2017 the Company entered into a Memorandum

of Understanding (“MOU”) with Rose Petroleum plc (“Rose”), a multi-asset natural resource business, to purchase

an operating floatation plant that also includes a precious metals leach circuit and associated assets, licenses and agreements (together,

the “SDA Mill”) located in the State of Nayarit, Mexico.

Prior to closing, all of the assets and operations

related to the SDA Mill were transferred to a newly incorporated entity, Minerales Vane 2 S.A.

(“Minerales Vane 2”).

Effective November 30, 2017, the Company’s newly incorporated wholly owned subsidiary, Magellan Acquisition Corporation (“MAC”),

acquired 100% of the issued and outstanding shares of Minerales Vane 2 (“MV2”).

Effective March 31, 2020 the Company entered

into an Agreement to Accept Collateral in Full Satisfaction of Obligations (the “Agreement”) with certain holders of

Promissory Notes (the “Lenders”) due December 31, 2019 (the “Notes”) in the aggregate principal amount

of $1.05 million.

The Company is indebted under the Notes to the Lenders and the Company’s obligations to the Lenders are

secured by a Stock Pledge and Security Agreement covering 100 shares of common stock of Magellan Acquisition Corporation and one

(1) share of MV2 (the “Collateral”) held under a Collateral Agent Agreement.

into an Agreement to Accept Collateral in Full Satisfaction of Obligations (the “Agreement”) with certain holders of

Promissory Notes (the “Lenders”) due December 31, 2019 (the “Notes”) in the aggregate principal amount of

$1.05 million.

The Company is indebted under the Notes to the Lenders and the Company’s obligations to the Lenders are secured

by a Stock Pledge and Security Agreement covering 100 shares of common stock of Magellan Acquisition Corporation and one (1) share

of MV2 (the “Collateral”) held under a Collateral Agent Agreement.

Magellan Acquisition Corp.

the SDA Mill and El Dorado prospect in Nayarit, Mexico.

and MV2 own the SDA Mill

and El Dorado prospect in Nayarit, Mexico.

The Notes matured on December 31, 2019 and remain unpaid and in default.

The Lenders have accelerated the Company’s indebtedness.

Pursuant to terms set forth in the Agreement, the Lenders have agreed

to accept the Collateral in full satisfaction of the Notes and 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 in an Allonge and Modification Agreement.

The Lenders have

accelerated the Company’s indebtedness.

Pursuant to terms set forth in the Agreement, the Lenders have agreed to accept the

Collateral in full satisfaction of the Notes and 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 in an Allonge

and Modification Agreement.

The effective date of the Agreement was March 31, 2020.

Silver District

On July 21, 2020, the Company entered into

a Stock Purchase agreement with Tri Power Resources, LLC to sell 1,000 shares representing 100% ownership of Gulf+Western Industries,

Inc (“Gulf+Western”) to Tri Power in consideration for the return and cancellation of 50,000 shares of the Company’s

Series A Preferred Stock with a stated value of $10 per share.

John Gibbs, a majority shareholder in the Company, is the Managing

Member and Chief Executive Officer of Tri Power Resources, LLC.

Due to the related party nature of the

above transactions, the gain of $206,860 associated with the disposals were recorded to additional paid in capital.

As a result of the agreements above, the

assets and liabilities of the Gulf+Western, MAC and MV2 operations have been reflected as assets and liabilities of discontinued

operations in the Company’s consolidated balance sheets as of December 31, 2020 and December 31, 2019 as follows:

Prepaid expenses and other current assets

Current assets of discontinued operations

Mineral rights, net of impairment

Property, plant and equipment, net

Prepaid expenses and other assets

Other assets of discontinued operations

Total assets of discontinued operations

Accounts payable

Accrued liabilities

Accrued interest - related parties

Accrued interest

Notes payable, related party

Notes payable, third party

Current liabilities of discontinued operations

Other long-term liabilities

Asset retirement obligation

Long term liabilities of discontinued operations

Total liabilities of discontinued operations

The agreements qualify as a discontinued

operation in accordance with U.S.

As a result, operating results and cash flows related to the Gulf+Western, MAC and MV2

operations have been reflected as discontinued operations in the Company’s consolidated statements of operations and comprehensive

loss and consolidated statements of cash flows.

On July 21, 2020, the Company entered into a Stock

Purchase agreement with Tri Power Resources, LLC to sell 1,000 shares representing 100% ownership of Gulf+Western Industries, Inc (“Gulf+Western”)

to Tri Power in consideration for the return and cancellation of 50,000 shares of the Company’s Series A Preferred Stock with a

stated value of $10 per share.

John Gibbs, a majority shareholder in the Company, is the Managing Member and Chief Executive Officer of

Tri Power Resources, LLC.

Due to the related party nature of the above transactions,

the gain of $ 206,860 associated with the disposals was recorded to additional paid in capital.

The agreements qualify as a discontinued operation

in accordance with U.S.

As a result, operating results and cash flows related to the Gulf+Western, MAC and MV2 operations have

been reflected as discontinued operations in the Company’s consolidated statements of operations and comprehensive loss and consolidated

statements of cash flows.

Schedule of discontinued operations

December 31, 2021

December 31, 2020

Cost of sales

4 unchanged sentences

Net loss from discontinued operations

Note 5 –

Fair Value of Financial

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;

Note 5 – 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.

Note 6 –

Notes Payable –

Related Parties

On May 31, 2017 we entered into three short-term

notes with Mr.

Carson and Mr.

Power in the principal amounts of $100,000, $25,000 and $25,000, respectively.

bear interest at 6% and matured on November 15, 2017.

The note balances were subsequently rolled into the Series 2017 Notes.

total of $752 of interest is accrued on these notes as of December 31, 2020 and December 31, 2019, respectively.

On November 30, 2017 we entered into a

series of secured promissory notes (“Series 2017 Notes”) with both related and unrelated parties in the aggregate amount

of $1,155,000, including financing fees of $105,000 recorded as a discount to the notes.

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.

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 December 31, 2021 and 2020:

Schedule of fair value measurements on a recurring basis

Fair value at December 31, 2021

Derivative liability

Fair value at

December 31, 2020

Derivative liability

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 year ended December 31, 2021:

Schedule of fair value of the derivative liability

Fair value as of December 31, 2020

Fair value on the date of issuance recorded as a debt discount

Loss on change in fair value of derivatives

Fair value as of December 31, 2021

Note 6 – Advances

Unsecured advances – related party

During the year ended December 31, 2021, a Director

paid expenses on behalf of the Company of $ 30,528 and the Company made payments on advances of $ 20,000 .

During the year ended December

a total of $57,750 of additional fees were added to the principal amount and recorded as a discount to the notes related of an

extension of the maturity date to December 31, 2019.

Of the additional fees $52,250 was related to the related party portion of

these notes and $5,500 was related to their third party portion.

The balance on these notes, net of discount of $0, was $1,069,376

as of December 31, 2019.

During the year ended December 31, 2019 $ 57,750 of debt discount related to the above notes was amortized

to interest expense.

The notes are secured by a stock pledge agreement covering 100% of the outstanding common stock of Magellan

Acquisition Corporation, bear interest at 10%.

The total of portion of the Series 2017

Notes from related parties totaled $1,045,000, including financing fees of $95,000 recorded as discount to the notes.

Carson, and Mr.

Power transferred $100,000, $25,000, and $25,000, respectively, from the May 31, 2017 short term related party

notes into the Series 2017 Notes.

The Series 2017 Notes were in default

as of December 31, 2019.

Consequently, on March 31, 2020, the Company entered into an Agreement to Accept Collateral in Full Satisfaction

of Obligations (the “Agreement”) with the holders of the Series 2017 Notes (the “Lenders”) due December

31, 2019 in the aggregate principal amount of $1.14 million.

The Company is indebted under the Series 2017 Notes to the Lenders

and the Company’s obligations to the Lenders are secured by a Stock Pledge and Security Agreement covering 100 shares of

common stock of MAC and one (1) share of MV2 (the “Collateral”) held under a Collateral Agent Agreement.

own the SDA Mill and El Dorado prospect in Nayarit, Mexico.

The Series 2017 Notes matured on December 31, 2019 and remain unpaid

and in default.

The Lenders have accelerated the Company’s indebtedness.

Pursuant to terms set forth in the Agreement, the

Lenders have agreed to accept the Collateral in full satisfaction of the Series 2017 Notes and 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 in an Allonge and Modification Agreement.

The effective date of the Agreement was March

Unsecured advances –

related party

the year ended December 31, 2020, Mr.

31, 2020, Mr.

Gibbs advanced $ 20,000 and Mr.

Schifrin advanced $ 10,000 to the Company.

During the year

Power advanced $15,830 cash and paid expenses using his personal credit card on behalf of the Company of $118,384, and

the Company made repayments to Mr.

During the year ended December 31, 2020, Mr.

advanced $ 15,830 cash and paid expenses using his personal credit card on behalf of the Company of $ 118,384 , and the Company made repayments

Power and/or his credit card of $ 156,011 .

On May 31, 2020, the Company issued 475,000 shares

of common stock to Mr.

Gibbs with a fair value of $332,500 for the settlement of advances in the amount of $95,000, resulting in

a loss on settlement of $237,500.

In addition, the Company issued 475,000 warrants exercisable for a period of twelve months at

an exercise price of $0.20 per share.

The Company recognized an additional $288,046 loss related to the issuance of warrants for

the settlement of liabilities.

Amounts due to related parties was $47,762 and $134,559 as of December 31, 2020 and December

31, 2019, respectively.

Note 7 –

Line of Credit –

Related Party

Effective December 31, 2012, we entered into an

unsecured line of credit arrangement with John D.

Gibbs, a significant investor, to facilitate timely cash flows for the Company’s

The line of credit originally provided for a maximum balance of $250,000, accrued interest at 6% annually, and matured on

December 31, 2014.

On December 31, 2013 we amended our credit

agreement with Mr.

Gibbs to increase the borrowing limit under the line of credit to $750,000.

All other terms of the credit agreement,

including the interest rate and maturity date remained unchanged.

On December 31, 2014, we again amended

the credit agreement to increase the borrowing limit to $900,000 and extend the maturity date to December 31, 2015.

the 2014 amendment and the subsequent appointment of Dr.

Pierce Carson as the President, CEO and Director of G+W effective June

1, 2015, we had pledged all of our 85% equity interest in G+W, which owned the Silver District properties, as security for all

amounts outstanding under the credit agreement.

In July 2016, we completed a share exchange with Dr.

Carson to re-acquire the 15%

interest in G+W, and therefore at December 31, 2017 our entire 100% interest in G+W remains pledged as security for outstanding

amounts under this credit agreement.

On December 31, 2015 we again amended the

credit agreement to increase the borrowing limit to $1,000,000 and extended the maturity date to December 31, 2016.

March 31, 2017 with an effective date of December 31, 2016 we again amended the credit agreement to extend the maturity

date to December 31, 2018 and later extended to March 31, 2019.

In April 2019 this credit facility was extended until December

31, 2019 in exchange for a fee equal to 2% of the outstanding balance.

All other terms of the agreement were unchanged.

fee of $17,050 was recorded as a debt discount and fully amortized with settlement of debt in September 2019.

In 2018, $20,000 was received under this

During the same period Mr.

Gibbs converted $100,000 of the outstanding balance on the line of credit into 100,000 shares

of common stock at $1.00 per share.

In September 2019, the Company established

a Series A Convertible Preferred Stock (“Series A Preferred Stock”) to convert debt by and between the Company.

Company authorized an aggregate 2,500,000 shares of Series A Preferred Stock to be issued.

At September 30, 2019, the Company issued

shares of Series A Preferred Stock with a stated value of $1,174,188 to settle the outstanding line of credit balance including

accrued interest.

The outstanding balance under the line

of credit was $0 at December 31, 2019.

In addition, no interest was been accrued on this obligation and is included in accrued

interest - related parties on the accompanying consolidated balance sheets at December 31, 2019.

Note 8 –

Notes payable

During the year ended December 31, 2020, $20,000

in unsecured advances were received from third parties with the intention to convert to shares in the Company.

On May 31, 2020, the Company

converted $42,500 of advances from third parties into 212,500 shares of common stock.

The common shares had a fair value of $153,750,

resulting in a loss on settlement of $111,250.

In addition, the Company issued 212,500 warrants exercisable for a period of twelve months

at an exercise price of $0.20 per share.

The Company recognized an additional $128,863 loss related to the issuance of warrants for the

settlement of liabilities.

As discussed in Note 6 –

Notes Payable –

Related Parties, on November 30, 2017 we entered into a series of secured promissory notes (“Series 2017 Notes”) with both

related and unrelated parties in the aggregate amount of $1,155,000, including financing fees of $105,000 recorded as a discount to the

The portion of the Series 2017 Notes

from non-related parties totaled $110,000, including financing fees of $10,000 recorded as discount to the notes.

The note maturity date

was extended to December 31, 2019 in exchange for an increase in the principal balance of $5,500.

As of December 31, 2019, the balance

on the notes from non-related parties, net of unamortized discount of $0, was $115,500 with accrued interest of $23,377.

2020, the Series 2017 Notes were settled.

As of December 31, 2020 and 2019, the total

advances due were $10,000 and $32,500, respectively.

10% Unsecured Convertible Note

On October 1, 2019, the Company issued a 10% Unsecured

Convertible Note in the principal amount of $145,977.65 to evidence accrued and unpaid legal fees owed to the Company’s attorney.

The note is due on demand, and is convertible into shares of common stock at a conversion price of $1.00 per share.

Note 9 –

Convertible Note Payable

Series 2018A and 2018B 10% Unsecured

Convertible Notes

In 2018, the Company sold $205,000 of Series

2018A and $150,000 of Series B 10% Unsecured Convertible Notes.

The purchase price of the Note is equal to the principal amount

The Series A and Series B Notes are convertible into shares of Common Stock at a conversion price of $1.00 and $1.25,

respectively, during the life of the Note.

The Company evaluated the conversion option and concluded it was not required to be

bifurcated as a derivative.

The Company also concluded that no beneficial conversion feature was present at issuance.

will accrue interest at the rate of 10% per annum, payable quarterly in arrears.

The Notes matured twelve (12) months from the

date of issue but were extended at the option of the Company for an additional one (1) year.

Within thirty (30) days following

the closing of an offering, the Company has agreed to prepare and file a Registration Statement on Form S-1 registering the resale

of the shares of Common Stock issuable upon conversion of the Notes.

Of the Series A issuance, $150,000 was sold to a related party,

In December 2019, $25,000 of Series 2018A 10% Unsecured Convertible Notes and $2,039 of accrued interest were converted

into 27,039 shares of common stock at a conversion price of $1.00 per share.

As of December 31, 2019, the balance due under

the Series 2018A and 2018B notes is $180,000 in principal and $18,867 in accrued interest.

May 31, 2020, the Company converted $150,000 of principal and $22,412 of accrued interest into 862,055 shares of common stock.

The common shares had a fair value of $603,439, resulting in a loss on conversion of debt of $431,028.

The Company issued 862,055

warrants exercisable for a period of twelve months at an exercise price of $0.20 per share and recognized an additional $522,761

loss related to the issuance of warrants for the conversion of debt.

In September 2020, the Company converted the remaining $30,000

of principal and $4,897 of accrued interest into 34,947 shares of common stock with a fair value of $34,897.

The Company issued

30,000 warrants exercisable for a period of thirty days at an exercise price of $0.20 per share and recognized an additional $34,900

loss related to the issuance of warrants for the conversion of debt.

As of December 31, 2020, the principal and interest

balance due under the Series 2018A and 2018B notes were settled.

Series 2019A 10% Unsecured Convertible

On May 31, 2020, the Company issued 475,000 shares of common stock to Mr.

a fair value of $ 332,500 for the settlement of advances in the amount of $ 95,000 , resulting in a loss on settlement of $ 237,500 .

the Company issued 475,000 warrants exercisable for a period of twelve months at an exercise price of $ 0.20 per share.

The Company recognized

an additional $ 288,046 loss related to the issuance of warrants for the settlement of liabilities.

As of March 31, 2021, Mr.

Carson are no longer considered related parties, and therefore all amounts due to them have been reclassified out of related party

As of December 31, 2021 and 2020, the advances from related party balance were $ 20,252 and $ 47,762 , respectively.

Unsecured advances –third party

During the year ended December 31, 2021, the Company

received $ 605 in cash advances, had expenses paid on its behalf of $ 276 and made repayments on advances of $ 30,420 .

During the year ended

December 31, 2020, $ 20,000 in unsecured advances were received from third parties with the intention to convert to shares in the Company.

On May 31, 2020, the Company converted $ 42,500 of advances from third parties into 212,500 shares of common stock.

The common shares had

a fair value of $ 153,750 , resulting in a loss on settlement of $ 111,250 .

In addition, the Company issued 212,500 warrants exercisable

for a period of twelve months at an exercise price of $0.20 per share.

The Company recognized an additional $ 128,863 loss related to the

issuance of warrants for the settlement of liabilities.

As of December 31, 2021 and 2020, the advances

from third party balance were $ 18,223 and $ 10,000 , respectively.

Note 7 – Convertible Note Payable and

Derivative Liability

Series 2019A 10% Unsecured Convertible Notes

In 2019, the Company sold $ 135,000 of Series 2019A

1 unchanged sentence

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

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

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 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.

two Series 2019A 10% Unsecured Convertible Notes that were due and payable in August 2020 and are currently past due.

If a default notice

is received the interest rate will be 12%.

On May 31, 2020, the Company converted $60,000 of principal

and $4,316 of accrued interest into 321,580 shares of common stock.

The common shares had a fair value of $225,106, resulting in a loss

on conversion of debt of $160,790.

In addition, the Company issued 321,580 warrants exercisable for a period of twelve months at an exercise

price of $0.20 per share.

The Company recognized an additional $195,010 loss related to the issuance of warrants for the conversion

Amortization expense of $87,583 and $47,417 was recognized during the years ended December 31, 2020 and 2019, respectively.

As of December 31, 2019, the balance due under these notes net of unamortized discount of $87,583, is $47,417, with accrued interest

As of December 31, 2020, the balance due under these notes net of unamortized discount of $0, is $75,000, with accrued interest

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.

interest rate on the notes is 12%.

As of December 31, 2021 and 2020, the balance due under these notes is $ 75,000 , with accrued interest

of $ 17,481 and $ 8,481 , respectively.

On October 1, 2019, the Company sold a 10 %

2 unchanged sentences

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 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.

Amortization expense of

$0 and $145,978 was recognized during the years ended December 31, 2020 and 2019.

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 December 31, 2021 and 2020, the balance due

under the note is $ 145,978 , with accrued interest of $ 32,835 and $ 18,237 , 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

The Series 2020A Notes are convertible into shares of Common Stock at a conversion price of $ 0.50 during the life of the

The lenders were issued 142,500 common stock warrants with an exercise price of $ 0.50 per share for a term of 5 years.

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.

As of December 31, 2021 and 2020, the balance due to a related

party under these notes is $ 60,000 , with accrued interest of $ 7,638 and $ 2,838 , respectively.

As of December 31, 2021and 2020, the balance

due under the note is $145,978, with accrued interest of $18,237 and $3,639, respectively.

Series 2020A 8% Unsecured Convertible

year ended December 31, 2020, the Company sold $285,000 of Series 2020A 8% Unsecured Convertible Notes with a maturity date of November

30, 2020 and became past due.

If a default notice is received the interest rate will be 12%.

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 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.

Amortization expense of $202,756 was recognized during the year ended December 31, 2020.

As of December 31, 2020, the balance due to a related party under these notes net of unamortized

discount of $0, is $60,000, with accrued interest of $2,838.

As of December 31, 2020, the balance due to a third party under these notes

net of unamortized discount of $0, is $200,000, with accrued interest of $8,297.

due to a third party under these notes is $ 200,000 , with accrued interest of $ 24,297 and $ 8,297 , respectively.

3% Secured Convertible Note

1 unchanged sentence

Secured Convertible Note to a related party for the as part of the purchase of Clearwater Mining Corporation.

The secured convertible

note matures on July 1, 2022 and will accrue interest at the rate of 3% per annum, payable yearly in arrears beginning July 1,

The Note is convertible into shares of Common Stock at a conversion price of $0.50 during the life of the Note.

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

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 Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance.

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.

expense of $21,935 was recognized during the year ended December 31, 2020.

As of December

31, 2020, the balance due to a related party under this note net of unamortized discount of $65,592, is $59,435, with accrued interest

Note 10 –

Stockholders’

May 31, 2020, the Company agreed to issue 86,270 common shares to settle of accounts payable related to services provided in 2019

and 2020 of $17,254.

The common shares had a fair value of $60,389 resulting in a loss on settlement of accounts payable of $43,135.

May 31, 2020, the Company agreed to issue 687,500 common shares and warrants to settle advances from third parties of $42,500 and

settle advances from related parties of $95,000.

Additionally, the Company issued 1,183,635 common shares and warrants to settle

convertible notes payable of $236,727 including accrued interest.

The common shares had a fair value of $486,250 resulting in a

loss on settlement of liabilities of $348,750.

the year ended December 31, 2020, the Company received net proceeds of $38,500 from the exercise of 155,000 warrants.

July 15, 2020, the Company issued 500,000 shares for services rendered pursuant to two investor relations agreements :

200,000 shares under a Services Agreement and 300,000 shares under a Consulting Agreement.

The shares were valued at $1.29,

the closing price of the Company’s stock on July 15, 2020.

Amortization expense of $ 43,750 and $ 21,935 was recognized

during the years ended December 31, 2021 and 2020, respectively.

As of December 31, 2021, the balance due to a related party under this

note net of unamortized discount of $ 21,815 , is $ 103,185 , with accrued interest of $ 5,630 .

As of December 31, 2020, the balance due to

a related party under this note net of unamortized discount of $ 65,592 , is $ 59,435 , with accrued interest of $ 1,880 .

AJB 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 increase

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 debtholder 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 was $ 95,715 was recorded as a discount on the convertible notes payable.

As of December 31, 2021, the balance on the loan, net of unamortized discount of $ 0 is $ 200,000 , with accrued interest of $ 0 .

As of December 31, 2021, the total derivative

liability on the above note was adjusted to a fair value of $ 150,953 .

During the year ended December 31, 2021, $ 120,715 of the discount

was amortized leaving an unamortized balance of $ 0 .

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 $ 0.53 - 1.03 , volatility of 91.27 % - 135.17 % based

on a comparable company peer group, expected term of 0.50 years, risk-free rate of 0.05 % - 0.19 % and a dividend yield of 0 %.

Note 8 – Stockholders’ Deficit

On February 10, 2021, the Company issued the 266,667

common shares as a commitment fee.

The shares were valued at $ 0.92 , the closing price of the Company’s stock on February 10, 2021.

During the year ended December 31, 2021, the Company recognized $ 245,334 of stock-based compensation related to this issuance.

On August 6, 2020, the Company entered into a

one-year investor relations consulting agreement.

As consideration for its services under the Agreement, the Company agreed to pay to

the consultant 261,538 restricted shares of the Company’s common stock.

The shares were valued at $ 1.56 , the closing price of the

Company’s stock on August 6, 2020.

As of December 31, 2020, the Company had not issued the shares and accrued $ 136,000 related to

this agreement.

During the year ended December 31, 2021, the Company issued the 261,538 shares related to this agreement, settled the

prior year accrual of $ 136,000 for 2020 services and recognized $ 272,000 of stock-based compensation for services provided during the

year ended December 31, 2021.

During the year ended December 31, 2021, the Company

received net proceeds of $ 10,000 from the exercise of 50,000 warrants.

On July 15, 2020, the Company issued 500,000 shares for services

rendered pursuant to two investor relations agreements:

200,000 shares under a Services Agreement and 300,000 shares under a Consulting

The shares were valued at $1.29, the closing price of the Company’s stock on July 15, 2020.

The Services Agreement is

$7,500 per month and has a term of twelve months The Consulting Agreement is $7,500 per month and has an initial term of six months.

If the Consulting Agreement is not terminated at least thirty days prior to the end of the initial term, the term will continue

for an additional six months.

During the year ended December 31, 2020 the Company recognized $322,750 of expense related

to these shares.

On December 9, 2019, the Company entered

into a three month consulting agreement and paid $25,000.

In addition, the Company issued 100,000 warrants with an exercise price

of $1.00 per share that expire on December 9, 2020.

During the years ended December

31 , 2020 and, the Company recognized $76,650 and $24,799 of expense related to the

warrants issued from this agreement, respectively.

In January 2019, 40,000 shares were issued

for services rendered pursuant to an investor relations agreement.

The shares were valued at $1.10, the closing price of the Company’s

stock on December 31, 2018.

The services will be provided over a two year service period.

During the year ended December 31, 2020

and 2019 the Company recognized $22,000 of expense related to these shares.

On January 3, 2019, the Financial Industry

Regulatory Authority (“FINRA”) informed Magellan Gold Corporation, a Nevada corporation that a 1-for-50 reverse split

of the Company’s common stock, previously disclosed in the Company’s Definitive Information Statement on Schedule 14C

filed with the Securities and Exchange Commission (the “SEC”) on September 22, 2017, would be effective at the market

open on January 7, 2019.

The stock split has been retroactively adjusted throughout these financial statements and footnotes.

During the year ended December 31, 2019,

the Company raised $30,000 through the sale of 30,000 Units at a price of $1.00 per Unit.

Each unit consists of one share of common

stock and four common stock warrants.

Two of the warrants expire on May 8, 2019 and are exercisable at $2.00.

The other two warrants

expire on August 8, 2019 and are exercisable at $3.00.

The warrants expiring on May 8, 2019 were extended until May 28, 2019 and

the exercise price was reduced to $1.00 per share.

On July 31, 2019 all of the stock warrants were extended until October 31, 2019

and they all expired unexercised.

Effective July 24, 2018, the Company and

Pierce Carson executed a Restricted Stock Award Agreement pursuant to which the Company granted to Carson a restricted stock

award consisting of 80,000 shares of Common Stock, valued at $1.00 per share.

20,000 of the shares vested upon closing of the El

Dorado agreement and were issued, and the remaining 60,000 shares are subject to ratable vesting over an 18-month period.

year ended December 31, 2019 the Company issued 20,000 of these shares and recognized expense of $10,000 related to this issuance.

Carson resigned effective June 1, 2019 and no further issuances under this agreement are expected.

In March 2019, the Company entered into

an agreement to issue 5,000 shares for services.

These shares were issued in April 2019.

The Company recognized expense of $14,000

during the year ended December 31, 2019 related to this agreement.

The Company also agreed to issue 2,000

shares for services rendered during the year ended December 31, 2019.

The Company recognized expense of $5,600 related to this

commitment, and the shares were issued in April 2019.

In January 2019 the Company issued Mr.

Martinez 14,118 shares in settlement of liabilities for services provided in 2018 of $24,000.

During the year ended December 31, 2019,

the Company also issued 7,574 shares in settlement of other liabilities of $12,875 resulting in a loss on settlement of $758.

During the year ended December 31, 2019

Gibbs was issued 30,594 and Mr.

Powers was issued 14,965 shares of common stock related to the price protection feature which

expired in 2018.

In April 2019, the Company entered into

an investor relations agreement and issued a total of 100,000 shares in exchange for a 6 month service period.

During the year

ended December 31, 2019 the Company recognized $200,000 of expense related to these shares.

In May 2019, the Company issued 70,000

shares to consultants in satisfaction for services rendered in 2019.

the Consulting Agreement is not terminated at least thirty days prior to the end of the initial term, the term will continue for an additional

During the year ended December 31, 2021 the Company recognized $ 322,250 of expense related to these shares.

On May 31, 2020, the Company agreed to issue 86,270

common shares to settle of accounts payable related to services provided in 2019 and 2020 of $17,254.

The common shares had a fair value

of $ 60,389 resulting in a loss on settlement of accounts payable of $43,135.

On May 31, 2020, the Company agreed to issue 687,500

common shares and warrants to settle advances from third parties of $ 42,500 and settle advances from related parties of $ 95,000 .

Additionally,

the Company issued 1,183,635 common shares and warrants to settle convertible notes payable of $ 236,727 including accrued interest.

common shares had a fair value of $ 486,250 resulting in a loss on settlement of liabilities of $ 348,750 .

During the year ended December 31, 2020, the Company

received net proceeds of $ 38,500 from the exercise of 155,000 warrants.

On July 15, 2020, the Company issued 500,000

shares for services rendered pursuant to two investor relations agreements:

shares under a Services Agreement and 300,000

shares under a Consulting Agreement.

The shares were valued at $1.29, the closing price of the Company’s stock on July 15,

The Services Agreement is $7,500 per month and has a term of twelve months The Consulting Agreement is $7,500 per month

and has an initial term of six months.

If the Consulting Agreement is not terminated at least thirty days prior to the end of the

initial term, the term will continue for an additional six months.

During the year ended December 31, 2020 the Company recognized

of expense related to these shares.

In September 2019, the Company established

a Series A Convertible Preferred Stock (“Series A Preferred”) and authorized an aggregate of 2,500,000 shares with

a par value of $0.001 per share and a stated value of $10.00 per share.

The holders of outstanding Series A Preferred shall be

entitled to receive dividends at the annual rate of 10% based on the stated value per share.

Dividends on the share of Series A

Preferred share be cumulative.

During the year ended, the Company issued a total 242,269 shares of preferred stock to settle liabilities

with related parties.

At the time of issuance, the fair value of the Preferred Shares was determined to be $5,572,187 based on

the fair value of the common shares to which the Preferred Shares are convertible into.

Series A Preferred Shares issued carry a $2.45 million liquidation preference, subject to adjustments, convertible into common

stock at $1.00 per share and bear a 10% annual dividend payable in kind at the option of the Company.

In October 2019, the Company issued 25,000

shares of common stock with a fair value of $40,000 for the settlement of accounts payable related to a toll milling agreement

in the amount of $17,777, resulting in a loss on settlement of $22,223.

In addition, the Company issued 100,000 warrants exercisable

for a period of twelve months at an exercise price of $2.00 per share.

The Company recognized an additional $85,070 loss related

to the issuance of warrants for the settlement of liabilities which is reported in general and administrative expenses.

A summary of the settlement of liabilities

December 31, 2020

December 31, 2019

Liabilities Settled

Accounts payable and accrued expenses

Line of credit - related party

Notes payable - related parties

Convertible note payable - related party

Accrued interest

Advances payable

Advances payable, related parties

Accrued liabilities

Total liabilities settled

Consideration Paid

Preferred shares - fair value

Common shares and warrant- fair value

Investment in Rio Silver Equities

Loss on settlement of liabilities

$ (2,110,047 )

$ (3,151,314 )

Preferred Stock

September 2019, the Company established a Series A Convertible Preferred Stock (“Series A Preferred”) and authorized

an aggregate of 2,500,000 shares with a par value of $0.001 per share and a stated value of $10.00 per share.

The holders of outstanding

Series A Preferred shall be entitled to receive dividends at the annual rate of 10% based on the stated value per share.

on the share of Series A Preferred share be cumulative.

During the year ended, the Company issued a total 242,269 shares of preferred

stock to settle liabilities with related parties.

At the time of issuance, the fair value of the Preferred Shares was determined

to be $5,572,187 based on the fair value of the common shares to which the Preferred Shares are convertible into.

A Preferred Shares issued carry a $2.45 million liquidation preference, subject to adjustments, convertible into common stock at

$1.00 per share and bear a 10% annual dividend payable in kind at the option of the Company.

During the years ended December

31, 2020 and 2019, the Company accrued $215,610 and $60,401 and for the Series A preferred stock dividend, respectively.

September 2020, the Company established a Series B Convertible Preferred Stock (“Series B Preferred”) and authorized

an aggregate of 5,000 shares with a par value of $0.001 per share and a stated value of $1,250.00 per share.

The holders of outstanding

Series B Preferred shall be entitled to receive dividends at the annual rate of 10% based on the stated value per share.

on the share of Series B Preferred shall be cumulative.

Stock Options and the 2017 Equity Incentive

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 nonstatutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and

(4) stock appreciation rights.

In September 2020, the Company established a Series

B Convertible Preferred Stock (“Series B Preferred”) and authorized an aggregate of 5,000 shares with a par value of $0.001

per share and a stated value of $1,250.00 per share.

The holders of outstanding Series B Preferred shall be entitled to receive dividends

at the annual rate of 10% based on the stated value per share.

Dividends on the share of Series B Preferred shall be cumulative.

During the years ended December 31, 2021 and 2020,

the Company accrued $ 80,112 and $ 276,011 for the Series A preferred stock dividend.

Effective May 31, 2021, the Company received notices

of Conversion from five of its Series A Convertible Preferred stockholders that they had elected to convert a total of 192,269 shares

of Series A Convertible Preferred Stock into an aggregate of 1,922,690 shares of Common Stock and $356,123 in accrued but unpaid dividends

on the Series A Shares into an aggregate of 356,123 shares of Common Stock Each share of Series A Convertible Preferred Stock was convertible

into ten shares of Common Stock.

The Conversion Price of the Dividend Shares was $1.00 per share.

On June 30, 2021, the Company issued

2,278,804 shares of common stock for the conversion of preferred stock and accrued dividends.

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 nonstatutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights.

As of December 31, 2021, the Company had 128,000 shares available for future grant.

During the year ended December 31, 2020,

John Gibbs, a related party, transferred 380,000 warrants to purchase common stock back to the Company.

Deepak Malhotra, a member

of the board, received 300,000 of the transferred warrants as compensation for services to be performed over a one year term.

warrants were valued $386,764 and will recognized over the one year service period.

A consultant for the Company, received $50,000

of the transferred warrants as compensation.

The remaining 30,000 warrants were transferred to three 2018A 10% Unsecured Convertible

noteholder as inducements to convert their notes.

See Note 7 –

Convertible Note Payable.

On September 15, 2020, John Gibbs, a related

party, transferred 330,000 warrants to purchase common stock back to the Company.

The warrants were accounted for as if they were returned

and re-granted.

Deepak Malhotra, a member of the board, received 300,000 of the transferred warrants as compensation for services to

be performed over a one year term.

The warrants were valued $386,764 and will recognized over the one year service period.

year ended December 31, 2021, the Company recognized $ 257,842

of expense related to the issuance of these warrants.

Malhotra exercised 50,000 warrants in the third quarter of 2020.

May 31, 2021, Mr.

Malhotra’s remaining 250,000 warrants were extended until May 31, 2022.

The incremental value of the warrant

modification of $194,687 will be recorded over the remaining service period ending September 30, 2021.

During the year ended December

2020, the Company recognized $128,922 of expense related to the issuance of these warrants.

31, 2021, the Company recognized $ 194,687 of expense related to the warrant modification.

In May 2021, John Gibbs, a related party, transferred

75,000 warrants and five other warrant holders transferred 1,310,000 warrants to purchase common stock to various other holders.

The transferred

warrants were all set to expire on May 31, 2021 and had an exercise price of $0.20.

In May 2021, 1,185,000 of the warrants were exercised

resulting in proceeds to the Company of $ 237,000 .

On May 31, 2021 the remaining 200,000 transferred warrants were extended to May 31,

These remaining warrants were exercised in June 2021 and resulted in proceeds to the Company of $ 40,000 .

Stock option activity within the 2017 Equity

Incentive Plan and warrant activity outside the plan, for the nine months ended December 31, 2020 is as follows:

Incentive Plan and warrant activity outside the plan, for the years ended December 31, 2021 and 2020 is as follows:

Schedule of stock option and warrant activity

Stock Options

6 unchanged sentences

Outstanding at December 31, 2020

( 1,435,000 )

Outstanding at December 31, 2021

Exercisable at December 31, 2021

The Company valued the warrants using the

Black-Scholes model with the following key assumptions ranging from:

Stock price, $0.85- $1.57, Exercise price, $0.20-$0.50, Term

5 years, Volatility 195.66% - 225.13%, and Discount rate 0.12% - 0.36%.

During the year ended December 31, 2020, the Company

valued the warrants using the Black-Scholes model with the following key assumptions ranging from:

Stock price, $ 0.85 - $ 1.57 , Exercise

price, $ 0.20 -$ 0.50 , Term 5 years, Volatility 195.66 % - 225.13 %, and Discount rate 0.12 % - 0.36 %.

As of December 31, 2021, the outstanding stock

options have a weighted average remaining term of 6.82 years and $0 intrinsic value, and the outstanding stock warrants have

a weighted average remaining term of 0.22 years and an intrinsic value of $1,451,658.

Note 11 –

Commitments and Contingencies

options have a weighted average remaining term of 5.82 years and has no intrinsic value, and the outstanding stock warrants have a weighted

average remaining term of 1.25 years and an intrinsic value of $ 104,550 .

As of December 31, 2020, the outstanding stock options have a

weighted average remaining term of 6.82 years and no intrinsic value, and the outstanding stock warrants have a weighted average remaining

term of 0.22 years and an intrinsic value of $ 1,451,658 .

Note 9 – Commitments and Contingencies

Mining Claims

As part of our acquisition of the Center

Star gold mine project, we acquire 15 Bureau of Land Management (“BLM”) unpatented mining claims and subsequently staked

another 16 unpatented mining claims.

In order to maintain the BLM lode \ claims, annual payments are required before the end of

August of each year.

As part of our acquisition of the Center Star

gold mine project, we acquire 15 Bureau of Land Management (“BLM”) unpatented mining claims and subsequently staked another

16 unpatented mining claims.

In order to maintain the BLM lode \ claims, annual payments are required before the end of August of each

As of December 31, 2021, all of these claims are in good standing.

On August 6, 2020, the Company entered

into a one-year investor relations consulting agreement.

As consideration for its services under the Agreement, the Company agreed

to pay to the consultant 261,538 restricted shares of the Company’s common stock.

The shares were valued at $1.56, the closing

price of the Company’s stock on August 6, 2020.

As of December 31, 2020, the Company has not issued the shares and has accrued

$136,000 related to this agreement.

Note 12 –

Executive Employment

Effective June 1, 2019, the Company and

Drips, executed a Restricted Stock Unit Agreement pursuant to which the Company agreed to grant to Mr.

Drips, in consideration

of services to be rendered as President, CEO and Director, restricted stock units consisting of 10,000 units for each month of

The units will vest upon successful completion of a $1.25 million financing on or before November 30, 2019.

Upon settlement

if the common stock is less than $1.50 addition shares will be issued such that each month of service will have a value of $15,000.

The agreement was extended through May 31, 2020 and eliminated the $1.25 million in financing as a condition of vesting and clarified

that a total of 120,000 shares of stock will be issued to settle all services received.

As of December 31, 2020, $78,000 has been

accrued under this arrangement.

On June 2, 2020, the Company received the written resignation

Drips as President, CEO and Director of the Company, effective May 31, 2020.

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

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 December 31, 2020, 75,000

restricted stock units may be settled in shares of common stock.

During the year ended December 31, 2020, the Company recognized

$84,600 of expense related to the agreement.

Note 13 –

Related Party Transactions

Note 10 – 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.

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 December 31, 2021 and 2020, 255,000 and 75,000 restricted

stock units may be settled in shares of common stock, respectively.

During the years ended December 31, 2021 and 2020, the Company recognized

$ 162,465 and $ 84,600 of stock-based compensation related to the agreement, respectively.

Note 11 – Related Party Transactions

Conflicts of Interests

Athena Silver Corporation (“Athena”)

is a company under common control.

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.

Gibbs are significant investors and managing members of Silver Saddle.

Magellan and Silver Saddle 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 position from those that could have resulted had Magellan, Athena

and Silver Saddle been autonomous.

As of March 31, 2021, Mr.

Power and Dr.

are no longer considered related parties, and therefore all amounts due to them have been reclassified out of related party accounts.

Accrued Interest - Related Parties

Accrued interest due to related parties

is included in our consolidated balance sheets as follows:

December 31, 2020

December 31, 2019

Accrued interest payable –

The accrued interest related to the Series

2017 Notes was settled on March 31, 2020.

Note 14 –

Accrued interest due to related parties is included

in our consolidated balance sheets as follows:

Schedule of related party transactions (accrued interest)

Accrued interest payable – Mr.

Accrued interest payable – Dr.

Accrued interest payable – Mr.

Note 12 – Income Taxes

Our net operating loss carry forward as of December

31, 2020 was $3,874,000, which may be used to offset future income taxes.

Our reconciliation between the expected federal income tax benefit

computed by applying the federal statutory rate to our net loss and the actual benefit for taxes on net loss for 2020 and 2019 is as follows:

31, 2021 was $ 4,256,000 , which may be used to offset future

income taxes.

Our net operating loss carry forward as of December 31, 2020 was $ 3,874,000 ,

which may be used to offset future income taxes.

Our reconciliation between the expected federal income tax benefit computed by applying

the federal statutory rate to our net loss and the actual benefit for taxes on net loss for 2021 and 2020 is as follows:

Components of income tax benefit

Years Ended December 31,

4 unchanged sentences

and 2020 were as follows:

Schedule of deferred tax assets

Deferred tax asset

Valuation allowance

( 1,042,742 )

Deferred tax assets, net of allowance

Subsequent Events

In February 2021, the Company entered into a debt

agreement to borrow $200,000.

The secured note has an original issuance discount of $16,000, which will be amortized over the life of

The loan bears interest at a rate of 10% and has a six-month maturity.

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 debtholder 266,667 common shares as a commitment fee.

Subsequent to December 31, 2020, the Company issued 261,538 common

shares related to a one-year investor relations consulting agreement.

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned, thereunto

duly authorized.

Note 13 – Subsequent Events

On February 9, 2022, the Company agreed to extend

the maturity of the AJB note to May 10, 2022.

In consideration for the extension, the Company issued 180,000 shares of common stock at

a price of $0.30 per share.

On March 4, 2022, the Company entered into two

unsecured promissory notes totaling $40,000.

The promissory notes bear interest at 12% per annum and are payable on demand.

On May 11, 2022, the Company agreed 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.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned,

thereunto duly authorized.

MAGELLAN GOLD CORPORATION

April 15, 2021

/s/ Michael B.

President, Principal Executive Officer, Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act

of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the

dates indicated.

President, Principal Executive Officer, Principal Accounting

Officer & Director

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and

on the dates indicated.

/s/ Michael B.

Principal Executive and Accounting Officer & Director

April 15,2021

/s/ Mark Rodenbeck

April 15, 2021

Mark Rodenbeck

/s/ Greg Schifrin

April 15, 2021

Greg Schifrin

/s/ Deepak Malhotra

April 15, 2021

Deepak Malhotra

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures