What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-07-17 compared with 2022-06-01 · 333 added, 490 removed, 1096 unchanged (43% of the section changed)

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Based on this evaluation, Mr.

Martinez concluded that the design and operation of our disclosure

Lavigne concluded that the design and operation of our disclosure

controls and procedures were not effective as of such date to provide assurance that information required to be disclosed by us in the

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Michael Lavigne CEO and Director (1) (2)

2020 (partial)

CFO and Director (3)

2020 (partial)

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

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During the year ended December 31, 2021, the Company recognized $162,465 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.

Effective August 1, 2020, the Company and Michael

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

Lavigne, in consideration

of services to be rendered as President, CEO and Director, restricted stock units consisting of 15,000 units for each month of service.

The vested stock units will be settled in shares of common stock upon or as soon as practicable (a) upon written request any time after

December 31, 2020 or (b) following the termination date, whichever occurs first.

As of December 31, 2022 and 2021, 435,000 and 255,000

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

During the years ended December 31, 2022 and 2021, the

Company recognized $35,888 and $162,465 of stock-based compensation related to the agreement, respectively.

Employment Agreements

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The following table shows the number of shares owned and the percentage

of outstanding common stock owned as of April 9, 2021.

of outstanding common stock owned as of July 17, 2023.

Each person has sole voting and investment power with respect to the shares shown,

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Ardmore, OK 73041

4,331,775 (4)

Michael Lavigne (6)

Mark Rodenbeck

Greg Schifrin

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In calculating percentage ownership, we calculate the ownership of each person who owns exercisable options by adding (i) the number of exercisable options for that person only to (ii) the number of total shares outstanding and dividing that result into (iii) the total number of shares and exercisable options owned by that person.

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

Shares and percentages beneficially owned are based upon 19,487,075 shares outstanding on July 17, 2023.

Includes 3,582,159 shares owned individually, warrant exercisable to purchase 25,000 shares of Common Stock at $0.20 per share, 1,000 shares owned by Redwood Microcap Fund, Inc.

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and 723,616 shares owned by Tri Power Resources, Inc., controlled by Mr.

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.

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

Does not include an aggregate of 435,000 Restricted Stock Units that may be settled for shares of common stock under certain circumstances.

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Accrued interest payable – Mr.

Accrued interest payable – Dr.

Accrued interest payable – Joseph Lavine

Accrued interest payable – Mr.

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Year Ended December 31, 2021

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 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.

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.

Notes Payable - Related Parties

During the year ended

December 31, 2022, the Company entered into unsecured promissory notes with related parties totaling $53,000 with accrued interest of

The promissory notes bear interest at 12% per annum and are payable on demand.

Unsecured advances – related party

During the year ended December 31, 2022, the CEO

of the Company paid $938 of expenses on the Company’s behalf.

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.

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

Power and Dr.

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

As of December 31, 2022 and 2021, the advances from related party balance were $21,190 and $20,252, 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 2020A 8% Unsecured Convertible Notes

In 2020, the Company sold $285,000 of Series 2020A

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.

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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.

As of December 31, 2022 and 2021, the balance due to a third party

under these notes is $200,000, with accrued interest of $40,297 and $24,297, respectively.

3% Secured Convertible Note

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

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

is a control person of Tripower.

GW owns a portfolio of mining claims comprising the Silver District Project in Arizona.

Amortization expense of $21,815 was recognized during

the year ended December 31, 2022.

As of December 31, 2022, the balance due to a related party under this note net of unamortized discount

of $0, is $125,000, with accrued interest of $9,380.

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.

Consulting Agreement

On December 29, 2022,

the Company entered into a two-year consulting agreement with Rock Creek Mining Company commencing on December 1, 2022, to

provide consulting and advisory services.

Michael Lavigne, the Company’s CEO, is an officer and a Director of Rock Creek Mining

The consulting agreement provides for compensation of $6,000 per month, payable on demand.

year ended December 31, 2022, the Company incurred consulting fees of $6,000 related to this agreement.

Deferred Compensation

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

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Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Operations

Consolidated Statements of Shareholders’ Deficit

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Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

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Going Concern Matter

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the

Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability

to continue as a going concern.

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company

has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue

as a going concern.

Management's plans in regard to these matters are also described in Note 2.

The financial statements do

not include any adjustments that might result from the outcome of this uncertainty.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

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Houston, Texas

July 17, 2023

MAGELLAN GOLD CORPORATION

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Convertible note payable, net - related party

Convertible note payable, net - third party

Convertible note payable, net

Accrued interest - related parties

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Advances payable - related party

Advances payable - third party

Advances payable

Notes payable

Notes payable - related party

Derivative liability

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Preferred shares, 25,000,000 shares

Series A preferred stock - $ 10.00 stated value;

Series A preferred stock - $ 10.00 stated

2,500,000 authorized;

0 and 192,269 shares issued and outstanding, respectively

0 shares issued and outstanding

Common shares, $ 0.001 par value;

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Total liabilities and shareholders' deficit

See accompanying notes to the consolidated financial statements

See accompanying

notes to the consolidated financial statements

MAGELLAN GOLD CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31,

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General and administrative expenses

Impairment expense

Total operating expenses

Loss from continuing operations

Other income (expense):

Operating loss

Other expense:

Interest expense

Loss on settlement of liabilities

( 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 )

Gain (loss) on change in derivative liability

Total other expense

Series A preferred stock dividend

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$ (2,136,844 )

Other comprehensive income:

Foreign currency translation

Total other comprehensive income

Net comprehensive loss

$ ( 2,136,844 )

$ ( 3,861,608 )

Basic and diluted net loss per common share:

Continuing operations

Discontinued operations

Net loss attributable to common shareholders

Basic and diluted weighted-average:

Common shares outstanding

Basic net loss per common share

Diluted net loss per common share

Basic weighted average

Diluted weighted average

See accompanying notes to the consolidated financial statements

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For the years ended December 31, 2022 and 2021

Accumulated Other

Preferred Stock

Comprehensive

Balance, December 31, 2020

$ (15,832,969 )

$ ( 1,161,091 )

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

Balance, December 31, 2020

( 15,832,969 )

Exercise of warrants

Common stock issued for settlement liabilities

Stock based compensation

Stock issued to settle liabilities

Series A preferred stock dividend

Conversion of Series A preferred stock and accrued dividend

( 1,922,690 )

( 2,056,732 )

Balance, December 31, 2021

(17,969,813 )

Shares issued for purchase of Clearwater Gold Mining Corp

Shares issued as deferred finance costs

Stock based compensation

Balance, December 31, 2022

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$ (1,497,777 )

See accompanying notes to the consolidated financial

MAGELLAN GOLD CORPORATION

See accompanying notes to the consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOWS

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Operating activities:

Net loss from continuing operations

$ (1,559,929 )

$ (2,056,732 )

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

Adjustments to reconcile net loss to net cash used in operating activities:

Impairment expense

Accretion of discounts on notes payable

Stock based compensation

Loss on settlement of liabilities

Loss on change in derivative liability

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Accrued interest

Net cash used in operating activities from continuing operations

Net cash used in operating activities from discontinued operations

Net cash used in operating activities

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Cash paid for development costs

Cash paid for mineral rights

Net cash used in investing activities from continuing operations

Net cash used in investing activities from discontinued operations

Net cash used in investing activities

Financing activities:

Payments on convertible debt from third parties

Proceeds from convertible debt from third parties

Proceeds from convertible debt from related parties

Proceeds from advances from related parties

Payments on advances from related parties

Payments on advances from third parties

Proceeds from notes payable from third parties

Proceeds from notes payable from related parties

Proceeds from advances from third parties

Proceeds from sale of common stock and warrants

Net cash provided by financing activities from continuing operations

Net cash provided by financing activities from discontinued operations

Proceeds from exercise of warrants

Net cash provided by financing activities

Effect of foreign currency exchange

Net change in cash

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Common stock and warrants issued for settlement liabilities

Disposition of assets, related party

Conversion of debt and accrued interest

Debt discount from warrants and beneficial conversion feature

Common stock issued for accounts payable

Debt discount created by derivative liability

Conversion of Series A preferred stock and accrued dividend

Preferred stock returned and cancelled

Noncash consideration for purchase of Clearwater Gold Mining Corp

Noncash consideration for development costs

See accompanying notes to the consolidated financial statements

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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.

Fair Value of Financial Instruments

Value of Financial Instruments

We value our financial assets and liabilities

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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.

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.

Proven and probable

reserves have not been established for mineral rights as of December 31, 2022.

During the years ended December 31, 2022 and 2021 the Company

evaluated mineral rights and properties for impairment and recorded impairment expense of $ 1,037,500 and $ 0 , respectively.

Impairment of Long-lived Assets and Mining Rights

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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

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.

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.

ended December 31, 2022, 72,000 of stock options, 117,500 of warrants, and 2,700,379 shares issuable from convertible notes were considered

for their dilutive effects.

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.

Stock-based Compensation

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Center Star Gold Mine

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”).

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.

Magellan Acquisition Corp.

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 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 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

Exploration costs

General and administrative expenses

Operating loss

Other expense

Net loss from discontinued operations

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,

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.

During the year ended

December 31, 2022, the Company issued 250,000 shares

for the acquisition of Clearwater valued at $ 37,500 .

During the year ended December 31, 2022, the Company evaluated the mineral rights and properties for impairment and recorded an

impairment expense of $ 1,037,500 .

of December 31, 2022 and 2021, the mineral rights and properties balance totaled $ 0

and $ 1,000,000 respectively.

As of December 31, 2022 and December 31, 2021, the Company had $ 194,274

and $ 193,505 in capitalized development cost to develop gold resources at Center Star, respectively.

Note 4 – Fair Value of Financial Instruments

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Schedule of fair value measurements on a recurring basis

Fair value at December 31, 2021

Fair value at

December 31, 2022

Derivative liability

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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

31, 2020, Mr.

Gibbs advanced $ 20,000 and Mr.

Schifrin advanced $ 10,000 to the Company.

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.

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.

Gain on change in fair value of derivatives

Fair value as of December 31, 2022

Note 5 – Debt

Unsecured advances –third party

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

As of December 31,

2022 and 2021, the advances from third party balance were $ 18,223 .

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 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

December 31, 2022, the Company entered into unsecured promissory notes totaling $ 78,000 .

The promissory notes bear interest at 12 % per

annum and are payable on demand.

As of December 31, 2022, the notes payable balance was $ 78,000 , with accrued interest of $ 6,130 .

Series 2019A 10% Unsecured Convertible Notes

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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.

As of December 31, 2022 and December 31, 2021, the balance due under these notes is $ 75,000 , with accrued

interest of $ 26,481 and $ 17,481 , 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

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.

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, 2022 and 2021, the balance due under this note

is $ 145,978 , with accrued interest of $ 47,433 and $ 32,835 , respectively.

Series 2020A 8% Unsecured Convertible Notes

In 2020, the Company sold $ 285,000 of Series 2020A

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.

The purchase price of the Note is equal to the principal

amount of the Note.

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

during the life of the Note.

The lenders were issued 142,500

common stock warrants with an exercise price of $ 0.50

per share for a term of 5

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 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.

The Series 2020A 8% Unsecured Convertible Notes that were due and payable in November 2020

and are currently past due.

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

As of December 31, 2022 and 2021, the

balance due to a third party under these notes is $ 200,000 ,

with accrued interest of $ 40,297

and $ 24,297 ,

respectively.

3% Secured Convertible Note

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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 .

Amortization expense of $ 21,815 was recognized during

the year ended December 31, 2022.

As of December 31, 2022, the balance due to a related party under this note net of unamortized discount

of $ 0 , is $ 125,000 , with accrued interest of $ 9,380 .

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 .

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.

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 to 15%.

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 .

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.

On February 9,2022, the Company extended the maturity to May

In consideration of the extension, the Company issued the debtholder 180,000

shares of common stock valued at $ 54,000 .

The incremental value of the debt modification of $54,000 will be recorded over the remaining life of the note ending May 10, 2022.

On May 11, 2022, the Company agreed to a second amendment to extend the maturity of the AJB note to August 10, 2022.

consideration for the extension, the Company issued 233,334

shares of common stock at a price of $0.30 per share for a total value of $ 70,000 .

The incremental value of the debt modification of $ 70,000

will be recorded over the remaining life of the note ending August 10, 2022.

On August 9, 2022, the Company agreed to a third

amendment to extend the maturity of the AJB note to November 9, 2022.

In consideration for the extension, the Company issued 233,334

shares of common stock at a price of $0.24 per share for a total value of $ 56,000 .

The incremental value of the debt modification of $ 56,000

will be recorded over the remaining life of the note ending November 9, 2022.

The AJB Convertible Note is due and payable in November

2023 and are currently past due.

Subsequent to December 31, 2022, the Note was extended to June 30, 2023.

During the year ended

December 31, 2022, the Company recognized $ 180,000

of expense related to the debt modification.

As of December 31, 2022 and 2021, the balance on the loan, net of unamortized discount

is $ 200,000 ,

with accrued interest of $ 7,400

respectively.

As of December 31, 2022, the total derivative

liability on the above note was adjusted to a fair value of $ 148,165 .

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:

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 $ 0.13 , volatility of 261.14 % based

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Note 6 – Stockholders’ Deficit

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

On February 9, 2022, the Company extended the

maturity of a convertible note to May 10, 2022 .

In consideration of the extension, the Company issued the debtholder 180,000 shares of

common stock valued at $ 54,000 .

On May 11, 2022, the Company agreed to a second

amendment to extend the maturity of the AJB note to August 10, 2022.

In consideration for the extension, the Company issued 233,334 shares

of common stock at a price of $ 0.30 per share for a total value of $ 70,000 .

On August 9, 2022, the Company agreed to a third

amendment to extend the maturity of the AJB note to November 9, 2022.

In consideration for the extension, the Company issued 233,334 shares

of common stock at a price of $ 0.24 per share for a total value of $ 56,000 .

During the year ended December 31, 2022, the Company

issued Gregory Schifrin 250,000 shares related to the Clearwater acquisition and 537,715 shares for services provided in 2022.

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

common shares as a commitment fee.

7 unchanged sentences

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 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

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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.

Preferred Stock

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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.

During the year ended December 31, 2021, the Company

accrued $ 80,112 for the Series A preferred stock dividend.

Effective May 31, 2021, the Company received notices

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As of December 31, 2021, the Company had 128,000 shares available for future grant.

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.

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

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

31, 2021, the Company recognized $ 194,687 of expense related to the warrant modification.

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.

On 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.

year ended December 31, 2021, the Company recognized $ 194,687 of expense related to the warrant modification.

In May 2021, John Gibbs, a related party, transferred

6 unchanged sentences

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 years ended December 31, 2021 and 2020 is as follows:

Stock option activity within the 2017 Equity Incentive

Plan and warrant activity outside the plan, for the years ended December 31, 2022 and 2021 is as follows:

Schedule of stock option and warrant activity

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Outstanding at December 31, 2021

( 1,435,000 )

Outstanding at December 31, 2022

Exercisable at December 31, 2022

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, 2022, the outstanding stock

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

options have a weighted average remaining term of 4.82 years and had no intrinsic value, and the outstanding stock warrants have a weighted

average remaining term of 2.43 years and had no intrinsic value.

As of December 31, 2021, the outstanding stock 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 .

18 unchanged sentences

Note 9 – Related Party Transactions

Notes Payable - Related Parties

During the year ended

December 31, 2022, the Company entered into unsecured promissory notes with related parties totaling $ 53,000 with accrued interest of

The promissory notes bear interest at 12 % per annum and are payable on demand.

Unsecured advances – related party

During the year ended December 31, 2022, the CEO

of the Company paid $ 938 of expenses on the Company’s behalf.

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 .

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.

As of December 31, 2022 and 2021, the advances from related party balance were $ 21,190 and $ 20,252 , respectively.

Consulting Agreement

On December 29, 2022, the Company entered into

a two-year consulting agreement with Rock Creek Mining Company commencing on December 1, 2022, to provide consulting and advisory services.

Michael Lavigne, the Company’s CEO, is an officer and a Director of Rock Creek Mining Company.

The consulting agreement provides

for compensation of $6,000 per month, payable on demand.

During the year ended December 31, 2022, the Company incurred consulting fees

of $ 6,000 related to this agreement.

Conflicts of Interests

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Accrued interest payable – Mr.

Accrued interest payable – Dr.

Accrued interest payable – Mr.

Note 10 – Income Taxes

Our net operating loss carry forward as of December

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:

31, 2022 was $ 4,544,000 , which may be used to offset future income taxes.

Our net operating loss carry forward as of December 31, 2021

was $ 4,256,000 , 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 2022 and 2021 is as follows:

Components of income tax benefit

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Valuation allowance

( 1,042,742 )

Deferred tax assets, net of allowance

Note 11 – 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.

On January 3, 2023, the Company (“Buyer”)

entered into an asset purchase agreement with Gold Express Mines, Inc (“Seller”).

Pursuant to the agreement, the Seller sell

the following 1) Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented mining claims 2) Seafoam

District - located in Custer County, Idaho and consisting of five unpatented mining claims 3) Blacktail District - located in Lemhi County,

Idaho and consisting of eight unpatented mining claims 4) Big-it Project- located in Shoshone County, Idaho consisting of twenty-five

unpatented mining claims and a mineral lease over three unpatented mining claims and 94.86 acres of real property and 5) Terror Gulch

(Capparelli Group) located in Shoshone County, Idaho consisting of twelve unpatented mining claims.

The purchase price for the assets

shall be 5,000,000 shares of the common stock of the Buyer valued at $0.20 per share.

On January 12, 2023, the Company entered

into a subscription agreement with a related party to issue 714,286 shares of common stock at $0.14 per share for total cash proceeds

On March 24, 2023, the Company entered into

a subscription agreement with Gold Express Mines, Inc.

to issue 1,000,000 shares of common stock at $0.14 for total cash proceeds of $140,000.

On June 6, 2023, the Company entered into a memorandum

of understanding for earn-in agreement(“MOU”) with Gold Express Mines, Inc.

Per the MOU, the Company agreed to earn-in for

up to 50% working interest in Kris Project, which has 69 unpatented mining claims located in Plumus County, CA.

The Company paid Gold

Express Mines, Inc.

$100,000 shall spend $400,000 on the Kris Project in allowable expenditures over the next thirty-six months, assuming

permitting for the work is obtained.

In the event that permitting delays the exploration and other work programs, the earn-in period shall

be extended accordingly.

Allowable expenditures are sampling, drilling, assaying, geologic mapping and mine site improvements made or

performed directly on the existing mine site or expanded mine site.

Consulting fees for work directly benefiting the Project are also

allowed including management of work, preparation of reports, and planning for Future work.

Claim maintenance fees on the existing claims

are also allowable expenditures, as are the costs of future land acquisitions which are deemed to benefit the Kris Project and which are

approved by both parties beforehand.

As part of the agreement, the Company shall make the Bureau of Land Management claim maintenance

fees on the existing claims no later than August 15, 2023, and by August 15th in ensuing years during the earn-in period.

MAG shall pay

for the annual Plumus County "notice of intent to hold" recording costs and any other Plumus County fees or taxes which accrue

during the earn-in period.

These shall all be allowable expenses under the earn-in agreement.

Pursuant to the requirements of Section 13 or

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MAGELLAN GOLD CORPORATION

July 17, 2023

/s/ Michael B.

6 unchanged sentences

Principal Executive and Accounting Officer & Director

July 17, 2023

/s/ Mark Rodenbeck

July 17, 2023

Mark Rodenbeck

/s/ Greg Schifrin

July 17, 2023

Greg Schifrin

/s/ Deepak Malhotra

July 17, 2023

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