2 unchanged sentences
Consolidated Balance Sheets
−Removed: September 30, 2022
+Added: March 31, 2023
December 31, 2022
22 unchanged sentences
Shareholders' deficit:
−Removed: Preferred shares, 25,000,000 shares Series A preferred stock - $ 10.00 stated value;
−Removed: 2,500,000 authorized;
+Added: Preferred shares, 25,000,000 shares
+Added: Series A preferred stock - $ 10.00
+Added: stated value;
shares issued and outstanding
7 unchanged sentences
Shareholders' deficit
+Added: ( 1,497,777 )
Total liabilities and shareholders' deficit
−Removed: See accompanying notes
−Removed: to the unaudited consolidated financial statements
+Added: See accompanying notes to the unaudited consolidated financial statements
Magellan Gold Corporation
Consolidated Statements of Operations
−Removed: Three Months Ended September 30,
−Removed: Nine Months Ended September 30,
+Added: Three Months Ended March 31,
Operating expenses:
4 unchanged sentences
Interest expense
−Removed: Gain (loss) on change in derivative liability
+Added: Gain on change in derivative liability
Total other expense
$ ( 104,746 )
−Removed: Series A preferred stock dividend
−Removed: Net loss attributable to common shareholders
−Removed: $ ( 461,153 )
−Removed: $ ( 613,557 )
−Removed: $ ( 1,948,138 )
Basic net loss per common share
2 unchanged sentences
Diluted weighted average
−Removed: See accompanying notes
−Removed: to the unaudited consolidated financial statements
+Added: See accompanying notes to the unaudited consolidated financial statements
Magellan Gold Corporation
−Removed: Statements of Shareholders' Deficit
−Removed: For the nine months ended September 30, 2022 and 2021
−Removed: Preferred Stock
+Added: Consolidated Statements of Shareholders' Deficit
+Added: For the three months ended March 31, 2023 and 2022
Balance, December 31, 2022
1 unchanged sentence
$ ( 1,497,777 )
−Removed: Shares issued as deferred finance
+Added: Shares issued for cash
+Added: Shares issued for the acquisition of mineral properties
Stock based compensation
1 unchanged sentence
$ ( 19,560,663 )
−Removed: Shares issued as deferred finance
−Removed: Stock based compensation
−Removed: Balance, June 30, 2022
$ ( 282,383 )
−Removed: Shares issued as deferred finance
−Removed: Stock based compensation
−Removed: Balance, September 30, 2022
−Removed: $ ( 18,583,370 )
−Removed: $ ( 670,385 )
Balance, December 31, 2021
1 unchanged sentence
$ ( 266,236 )
−Removed: Exercise of warrants
−Removed: Common stock issued for settlement
+Added: Shares issued as deferred finance costs
Stock based compensation
−Removed: Series A preferred stock dividend
Balance, March 31, 2022
$ ( 18,074,559 )
−Removed: Exercise of warrants
−Removed: Stock based compensation
−Removed: Series A preferred stock dividend
−Removed: Conversion of Series A preferred
−Removed: stock and accrued dividend
$ ( 304,367 )
−Removed: Balance, June 30, 2021
−Removed: ( 17,319,954 )
−Removed: Stock based compensation
−Removed: Balance, September 30, 2021
−Removed: $ ( 17,781,107 )
−Removed: $ ( 106,030 )
−Removed: See accompanying notes
−Removed: to the unaudited consolidated financial statements
+Added: See accompanying notes to the unaudited consolidated financial statements
Magellan Gold Corporation
Consolidated Statements of Cash Flows
−Removed: Nine Months ended September 30,
+Added: Three Months Ended March 31,
Operating activities:
$ ( 104,746 )
−Removed: $ ( 1,868,026 )
Adjustments to reconcile net loss to net cash used in operating activities:
1 unchanged sentence
Stock based compensation
−Removed: Loss on change in derivative liability
+Added: Gain on change in derivative liability
Changes in operating assets and liabilities:
1 unchanged sentence
Accounts payable and accrued liabilities
+Added: Accounts payable - related party
Accrued interest
4 unchanged sentences
Financing activities:
−Removed: Proceeds from convertible debt from third parties
−Removed: Payments on advances from related parties
−Removed: Payments on advances from third parties
Proceeds from notes payable from third parties
−Removed: Proceeds from notes payable from related parties
−Removed: Proceeds from advances from third parties
−Removed: Proceeds from exercise of warrants
+Added: Repayment of convertible debt
+Added: Proceeds from sale of common stock
Net cash provided by financing activities
6 unchanged sentences
Non-cash financing and investing activities:
−Removed: Series A preferred stock dividend
+Added: Common stock issued for deferred financing costs
Expenses paid on behalf of the Company
−Removed: Common stock and warrants issued for settlement liabilities
−Removed: Debt discount created by derivative liability
−Removed: Conversion of Series A preferred stock and accrued dividend
−Removed: See accompanying notes
−Removed: to the unaudited consolidated financial statements
+Added: Shares issued for the acquisition of mineral properties
+Added: See accompanying notes to the consolidated financial statements
MAGELLAN GOLD CORPORATION
16 unchanged sentences
opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
−Removed: results for the nine months ended September 30, 2022 are not necessarily indicative of the results for the full year.
−Removed: While we believe
−Removed: that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction
−Removed: with the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December
+Added: results for the three months ended March 31, 2023 are not necessarily indicative of the results for the full year.
+Added: While we believe that
+Added: the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with
+Added: the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December 31,
Our consolidated financial statements include
8 unchanged sentences
the weighted-average common shares outstanding, as calculated for basic net loss per share, except for instances in which there is a
−Removed: For the nine months ended September 30, 2022, 72,000
−Removed: of stock options, 117,500
−Removed: of warrants, and 1,916,904
+Added: For the three months ended March 31, 2023, 72,000
+Added: stock options, 117,500
+Added: warrants, and 2,812,471
shares issuable from convertible notes were considered for their dilutive effects.
−Removed: For the nine months ended September 30,
−Removed: of stock options, 423,635 of
−Removed: warrants, and 1,260,338 shares
−Removed: issuable from convertible notes were considered for their dilutive effects.
+Added: For the three months ended March 31, 2022, 72,000
+Added: stock options, 423,635
+Added: warrants, and 1,916,904 shares issuable from convertible notes were considered for their dilutive effects.
Derivative Financial Instruments
24 unchanged sentences
continue as a going concern.
−Removed: At September 30, 2022, we had a working capital deficit of $ 1,864,659 , we had not yet generated any significant
+Added: At March 31, 2023, we had a working capital deficit of $ 1,576,657 , we had not yet generated any significant
revenues or achieved profitable operations and we have accumulated losses of $ 19,560,663 .
6 unchanged sentences
in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common
−Removed: stock but cannot assure than any future financings will occur.
+Added: stock but cannot assure that any future financings will occur.
Note 3 – Mineral Rights and Properties
11 unchanged sentences
250,000 shares at the time of closing, 250,000 shares at the time the
−Removed: 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
−Removed: 250,000 shares two-years from closing concurrent the pay-off of the $125,000 convertible note.
−Removed: As of September 30, 2022 and December 31,
−Removed: 2021, the mineral rights and properties balance totaled $ 1,000,000 .
−Removed: As of September 30, 2022 and December 31, 2021,
−Removed: the Company had $ 194,274 and $ 193,505 in capitalized development cost to develop gold resources at Center Star, respectively.
+Added: Center Mine receives its permit to reopen the main portal of the mine, 250,000 shares at the point the main portal have been reopened
+Added: and 250,000 shares two-years from closing concurrent the pay-off of the $125,000 convertible note.
+Added: During the year ended December 31,
+Added: 2022, the Company issued 250,000 shares for the acquisition of Clearwater valued at $ 37,500 .
+Added: During the year ended December 31, 2022,
+Added: the Company evaluated the mineral rights and properties for impairment and recorded an impairment expense of $ 1,037,500 .
+Added: As of March 31,
+Added: 2023 and December 31, 2022, the Clearwater mineral rights and properties balance totaled $ 0 .
+Added: As of March 31, 2023 and December 31, 2022, the
+Added: Company had $ 194,274 in capitalized development cost to develop gold resources at Center Star.
+Added: Golden Idaho Project
+Added: On January 3, 2023, the Company entered into an
+Added: asset purchase agreement with Gold Express Mines, Inc (“Golden Express”).
+Added: Pursuant to the agreement, the Seller sell the following
+Added: 1) Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented mining claims 2) Seafoam District - located
+Added: in Custer County, Idaho and consisting of five unpatented mining claims 3) Blacktail District - located in Lemhi County, Idaho and consisting
+Added: of eight unpatented mining claims 4) Big-it Project- located in Shoshone County, Idaho consisting of twenty-five unpatented mining claims
+Added: and a mineral lease over three unpatented mining claims and 94.86 acres of real property and 5) Terror Gulch (Capparelli Group) located
+Added: in Shoshone County, Idaho consisting of twelve unpatented mining claims.
+Added: As of March 31, 2023, the total purchase price for the acquisition
+Added: was determined to be $ 1,000,000 which consisted of 5,000,000 shares of common stock with a fair value of $ 1,000,000 .
+Added: The Company concluded
+Added: the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized.
+Added: The Company concluded the
+Added: purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights
+Added: and properties on the balance sheet.
+Added: As of March 31, 2023, the Gold Express mineral rights and properties balance totaled $ 1,000,000 .
Note 4 – Fair Value of Financial Instruments
21 unchanged sentences
the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value
−Removed: hierarchy of those assets and liabilities as of September 30, 2022 and December 31, 2021:
−Removed: Schedule of fair value measurements on a recurring basis
+Added: hierarchy of those assets and liabilities as of March 31, 2023 and December 31, 2022:
+Added: Schedule of fair value assets and liabilities
Fair value at
−Removed: September 30, 2022
+Added: March 31, 2023
Derivative liability
5 unchanged sentences
The table below presents the change in the fair
−Removed: value of the derivative liability during the nine months ended September 30, 2022:
−Removed: Schedule of fair value of the derivative liability
+Added: value of the derivative liability during the three months ended March 31, 2023:
+Added: Schedule of fair value of derivative liability
Fair value as of December 31, 2022
Loss on change in fair value of derivatives
−Removed: Fair value as of September 30, 2022
+Added: Fair value as of March 31, 2023
Note 5 – Notes payable, Convertible Note
1 unchanged sentence
Notes payable
−Removed: During the nine months
−Removed: ended September 30, 2022, the Company entered into five unsecured promissory notes totaling $ 63,000 .
−Removed: The promissory notes bear interest
−Removed: at 12 % per annum and are payable on demand.
−Removed: As of September 30, 2022, the notes payable balance was $ 63,000 , with accrued interest of
+Added: During the year ended
+Added: December 31, 2022, the Company entered into unsecured promissory notes totaling $ 78,000 .
+Added: The promissory notes bear interest at 12 % per
+Added: annum and are payable on demand.
+Added: As of March 31, 2023 and December 31, 2022, the notes payable balance was $ 78,000 , with accrued interest
+Added: of $ 8,438 and $ 6,130 , respectively.
Series 2019A 10% Unsecured Convertible Notes
−Removed: In 2019, the Company sold $ 135,000
−Removed: of Series 2019A 10 %
+Added: In 2019, the Company sold $135,000 of Series 2019A
10% Unsecured Convertible Notes.
1 unchanged sentence
The Series 2019A Notes are
−Removed: convertible into shares of Common Stock at a conversion price of $ 1.00
−Removed: during the life of the Note.
−Removed: The lenders were issued 100,000 common stock warrants with an exercise price of $2.00 per share.
−Removed: Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance.
−Removed: recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in
−Removed: capital in August and December 2019.
−Removed: The $ 135,000
−Removed: debt discount is amortized over the term of the loan.
−Removed: The Notes will accrue interest at the rate of 10% per annum, payable quarterly
−Removed: The Notes mature twelve (12) months from the date of issue.
−Removed: The maturity date can be extended at the option of the
−Removed: Company for an additional one (1) year.
−Removed: There are two Series 2019A 10% Unsecured Convertible Notes that were due and payable in
−Removed: August 2020 and are currently past due and in default.
−Removed: The default interest rate on the notes is 12%.
−Removed: As of September 30, 2022 and
−Removed: December 31, 2021, the balance due under these notes is $ 75,000 ,
−Removed: with accrued interest of $ 24,213
−Removed: and $ 17,481 ,
−Removed: respectively.
+Added: convertible into shares of Common Stock at a conversion price of $1.00 during the life of the Note.
+Added: The lenders were issued 100,000 common
+Added: stock warrants with an exercise price of $2.00 per share.
+Added: The Company evaluated the conversion option and concluded a beneficial conversion
+Added: feature was present at issuance.
+Added: The Company recognized the beneficial conversion feature and relative fair value of the warrants as a
+Added: debt discount and additional paid in capital in August and December 2019.
+Added: The $135,000 debt discount is amortized over the term of the
+Added: The Notes will accrue interest at the rate of 10% per annum, payable quarterly in arrears.
+Added: The Notes mature twelve (12) months from
+Added: the date of issue.
+Added: The maturity date can be extended at the option of the Company for an additional one (1) year.
+Added: There are two Series
+Added: 2019A 10% Unsecured Convertible Notes that were due and payable in August 2020 and are currently past due and in default.
+Added: interest rate on the notes is 12%.
+Added: As of March 31, 2023 and December 31, 2022, the balance due under these notes is $ 75,000 , with accrued
+Added: interest of $ 28,700 and $ 26,481 , respectively.
On October 1, 2019, the Company sold a 10% Unsecured
9 unchanged sentences
10% per annum payable quarterly, accruing from the date of issuance.
−Removed: As of September 30, 2022 and December 31, 2021, the balance due under
+Added: As of March 31, 2023 and December 31, 2022, the balance due under
this note is $ 145,978 , with accrued interest of $ 51,032 and $ 47,433 , respectively.
15 unchanged sentences
50,000 shares of common stock at a conversion price of $0.50 per share.
−Removed: As of September 30, 2022 and December 31,2021, the balance due
−Removed: to a third party under these notes is $ 200,000 , with accrued interest of $ 36,264 and $ 24,297 , respectively.
+Added: The Series 2020A 8% Unsecured Convertible Notes that were due
+Added: and payable in November 2020 and are currently past due.
+Added: If a default notice is received the interest rate will be 12%.
+Added: As of March 31,
+Added: 2023 and December 31, 2022, the balance due to a third party under these notes is $ 200,000 , with accrued interest of $ 44,242 and $ 40,297 ,
+Added: respectively.
3% Secured Convertible Note
10 unchanged sentences
Amortization expense of $21,815 was recognized during
−Removed: the nine months ended September 30, 2022.
−Removed: As of September 30, 2022, the balance due to a related party under this note net of unamortized
−Removed: discount of $ 0 , is $ 125,000 , with accrued interest of $ 8,435 .
−Removed: As of December 31, 2021, the balance due to a related party under this note
−Removed: net of unamortized discount of $ 21,815 , is $ 103,185 , with accrued interest of $ 5,630 .
+Added: the year ended December 31, 2022.
+Added: As of March 31, 2023 and December 31, 2022, the balance due to a related party under this note was $ 125,000 ,
+Added: with accrued interest of $ 10,305 and $ 9,380 , respectively.
AJB Convertible Note
1 unchanged sentence
into a debt agreement to borrow $ 200,000 .
−Removed: The secured note has an original issuance discount of $ 16,000
−Removed: along with $ 9,000
−Removed: in legal and finder fees recorded as a discount, which will be amortized over the life of the note.
−Removed: The loan is secured by common
−Removed: stock of the Company, bears interest at a rate of 10 %
−Removed: and has a six-month maturity.
−Removed: In August 2021, the note was extended six months and the interest rate was increase to 15%.
−Removed: principal is convertible into shares of the Company’s common stock at the conversion price.
−Removed: The conversion price shall be the
−Removed: less of 90% of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during
−Removed: the previous twenty (20) trading day period ending on date of conversion of this note.
−Removed: The Company issued the debtholder 266,667
−Removed: common shares as a commitment fee.
−Removed: Due to the variable conversion feature the note conversion feature was bifurcated from the note
−Removed: and recorded as a derivative liability.
+Added: The secured note has an original issuance discount of $ 16,000 along with $ 9,000 in legal
+Added: and finder fees recorded as a discount, which will be amortized over the life of the note.
+Added: The loan is secured by common stock of
+Added: the Company, bears interest at a rate of 10% and has a six-month maturity.
+Added: In August 2021, the note was extended six months and the
+Added: interest rate was increase to 15%.
+Added: The unpaid principal is convertible into shares of the Company’s common stock at the
+Added: conversion price.
+Added: The conversion price shall be the less of 90% of the lowest trading price during the previous twenty (20) trading
+Added: day period ending on the issuance date, or during the previous twenty (20) trading day period ending on date of conversion of this
+Added: The Company issued the debt holder 266,667 common shares as a commitment fee.
+Added: Due to the variable conversion feature the note
+Added: conversion feature was bifurcated from the note and recorded as a derivative liability.
The day one derivative liability was $ 95,715
1 unchanged sentence
On February 9, 2022, the Company extended the maturity to May 10, 2022.
−Removed: In consideration of the extension, the Company issued the debtholder 180,000
−Removed: shares of common stock valued at $ 54,000 .
−Removed: The incremental value of the debt modification of $54,000 will be recorded over the remaining life of the note ending May 10, 2022.
−Removed: On May 11, 2022, the Company agreed to a second amendment to extend the maturity of the AJB note to August 10, 2022.
−Removed: consideration for the extension, the Company issued 233,334
−Removed: shares of common stock at a price of $0.30 per
−Removed: share for a total value of $ 70,000 .
−Removed: The incremental value of the debt modification of $ 70,000
−Removed: will be recorded over the remaining life of the note ending August 10, 2022.
−Removed: On August 9, 2022, the Company agreed to a third
−Removed: amendment to extend the maturity of the AJB note to November 9, 2022.
−Removed: In consideration for the extension, the Company issued 233,334
−Removed: shares of common stock at a price of $0.24
−Removed: per share for a total value of $ 56,000 .
−Removed: The incremental value of the debt modification of $ 56,000
−Removed: will be recorded over the remaining life of the note ending November 9, 2022.
−Removed: During the nine months ended September 30, 2022, the
−Removed: Company recognized $ 161,333
−Removed: of expense related to the debt modification.
−Removed: As of September 30, 2022, the balance on the loan, net of unamortized discount of
−Removed: is $ 181,333 ,
−Removed: with accrued interest of $ 1,400 .
−Removed: As of December 31, 2021, the balance on the loan, net of unamortized discount of $ 0
−Removed: is $ 200,000 ,
−Removed: with accrued interest of $ 0 .
−Removed: As of September 30, 2022, the total derivative
−Removed: liability on the above note was adjusted to a fair value of $ 389,593 .
−Removed: The fair value of the conversion option was estimated using the
−Removed: Black-Scholes option pricing model and the following assumptions during the period:
−Removed: fair value of stock $ 0.21 , volatility of 314.77 % based
−Removed: on a comparable company peer group, expected term of 0.50 years, risk-free rate of 3.92 % and a dividend yield of 0 %.
+Added: In consideration of the extension, the Company issued the debt holder 180,000 shares of common stock valued at $ 54,000 .
+Added: incremental value of the debt modification of $54,000 will be recorded over the remaining life of the note ending May 10, 2022.
+Added: May 11, 2022, the Company agreed to a second amendment to extend the maturity of the AJB note to August 10, 2022.
+Added: In consideration
+Added: 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 .
+Added: incremental value of the debt modification of $ 70,000 will be recorded over the remaining life of the note ending August 10, 2022.
+Added: On August 9, 2022, the Company agreed to a third amendment to extend the maturity of the AJB note to November 9, 2022.
+Added: 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
+Added: of $ 56,000 .
+Added: The incremental value of the debt modification of $56,000 will be recorded over the remaining life of the note ending
+Added: November 9, 2022.
+Added: Th AJB Convertible Note is due and payable in November 2023.
+Added: In January 2023, the Note was extended to June 30,
+Added: During the year ended December 31, 2022, the Company recognized $ 180,000 of expense related to the debt modification.
+Added: the three months ended March 31, 2023, the Company repaid $ 100,000 of principal on this note.
+Added: As of March 31, 2023 and December 31,
+Added: 2022, the balance on the loan was $ 100,000 and $ 200,000 , with accrued interest of $ 10,400 and $ 7,400 , respectively.
+Added: As of March 31, 2023, the total derivative liability
+Added: on the above note was adjusted to a fair value of $ 126,393 .
+Added: The fair value of the conversion option was estimated using the Black-Scholes
+Added: option pricing model and the following assumptions during the period:
+Added: fair value of stock $0.10, volatility of 237.73% based on a comparable
+Added: company peer group, expected term of 0.50 years, risk-free rate of 4.94% and a dividend yield of 0%.
Note 6 – Stockholders’ Deficit
−Removed: On February 9, 2022, the Company extended
−Removed: the maturity of a convertible note to May
−Removed: In consideration of the extension, the Company issued the debtholder 180,000
−Removed: shares of common stock valued at $ 54,000 .
−Removed: On May 11, 2022, the Company agreed to a second
−Removed: amendment to extend the maturity of the AJB note to August 10, 2022.
−Removed: In consideration for the extension, the Company issued 233,334 shares
−Removed: of common stock at a price of $ 0.30 per share for a total value of $ 70,000 .
−Removed: On August 9, 2022, the Company agreed to a third
−Removed: amendment to extend the maturity of the AJB note to November 9, 2022.
−Removed: In consideration for the extension, the Company issued 233,334 shares
−Removed: of common stock at a price of $ 0.24 per share for a total value of $ 56,000 .
+Added: On January 12, 2023, the Company entered
+Added: 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
+Added: of $ 100,000 .
+Added: On March 24, 2023, the Company entered into
+Added: a subscription agreement with Gold Express Mines, Inc.
+Added: to issue 1,000,000 shares of common stock at $0.14 for total cash proceeds of $ 140,000 .
Stock Warrants, Stock Options and the 2017
4 unchanged sentences
both incentive and nonstatutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights.
−Removed: As of September 30, 2022, the Company had 128,000 shares available for future grant.
−Removed: Stock option activity within the 2017 Equity
−Removed: Incentive Plan and warrant activity outside the plan, for the nine months ended September 30, 2022 is as follows:
−Removed: Schedule of stock option and warrant activity
+Added: As of March 31, 2023, the Company had 128,000 shares available for future grant.
+Added: Stock option activity within the 2017 Equity Incentive
+Added: Plan and warrant activity outside the plan, for the three months ended March 31, 2023 is as follows:
+Added: Schedule of options and warrant activity
Stock Options
5 unchanged sentences
Outstanding at December 31, 2022
−Removed: Outstanding at September 30, 2022
−Removed: Exercisable at September 30, 2022
−Removed: As of September 30, 2022, the outstanding stock options have a weighted
+Added: Outstanding at March 31, 2023
+Added: Exercisable at March 31, 2023
+Added: As of March 31, 2023, the outstanding stock options have a weighted
average remaining term of 4.58 years and have no intrinsic value, and the outstanding stock warrants have a weighted average remaining
6 unchanged sentences
In order to maintain the BLM lode \ claims, annual payments are required before the end of August of each
−Removed: As of September 30, 2022, all of these claims are in good standing.
+Added: As of March 31, 2023, all of these claims are in good standing.
Note 8 – Executive Employment Agreement
5 unchanged sentences
31, 2020 or (b) following the termination date, whichever occurs first.
−Removed: As of September 30, 2022, 390,000 restricted stock units may be
−Removed: settled in shares of common stock.
−Removed: During the nine months ended September 30, 2022, the Company recognized $ 29,408 of stock-based compensation
−Removed: related to the agreement.
+Added: As of March 31, 2023, 480,000 restricted stock units may be settled
+Added: in shares of common stock.
+Added: During the three months ended March 31, 2023, the Company recognized $ 6,315 of stock-based compensation related
+Added: to the agreement.
Note 9 – Related Party Transactions
+Added: Notes Payable - Related Parties
+Added: During the year ended
+Added: December 31, 2022, the Company entered into unsecured promissory notes with related parties totaling $ 53,000 with accrued interest of
+Added: The promissory notes bear interest at 12% per annum and are payable on demand.
+Added: As of March 31, 2023 and December 31, 2022 the
+Added: notes payable – related parties balance was $ 53,000 .
Advances- Related Parties
−Removed: During the nine months ended September 30, 2022,
−Removed: the CEO paid $ 938 of expenses on behalf of the Company.
−Removed: As of September 30, 2022 and December 31, 2021, the advances related party balance
−Removed: totaled $ 21,190 and $ 20,252 , respectively.
+Added: During the year ended December 31, 2022, the CEO
+Added: paid $ 938 of expenses on behalf of the Company.
+Added: As of March 31, 2023 and December 31, 2022, the advances related party balance totaled
Accrued Interest - Related Parties
1 unchanged sentence
in our consolidated balance sheets as follows:
−Removed: Schedule of related party transactions (accrued interest)
−Removed: September 30,
+Added: Schedule of related party interest payable
Accrued interest payable – Mr.
2 unchanged sentences
Accrued interest payable – Mr.
−Removed: Notes Payable - Related Parties
−Removed: During the nine months
−Removed: ended September 30, 2022, the Company entered into four unsecured promissory notes with related parties totaling $ 53,000 with accrued
−Removed: interest of $ 1,446 .
−Removed: The promissory notes bear interest at 12% per annum and are payable on demand.
+Added: Consulting Agreement
+Added: December 29, 2022, the Company entered into a two-year consulting agreement with Rock Creek Mining Company commencing on December 1, 2022,
+Added: to provide consulting and advisory services.
+Added: Michael Lavigne, the Company’s CEO, is an officer and a Director of Rock Creek Mining
+Added: The consulting agreement provides for compensation of $6,000 per month, payable on demand.
+Added: During the three months ended March
+Added: 31, 2023, the Company incurred consulting fees of $ 18,000 related to this agreement.
+Added: Note 10 – Subsequent Events
+Added: On June 6, 2023, the Company entered into
+Added: a memorandum of understanding for earn-in agreement(“MOU”) with Gold Express Mines, Inc.
+Added: Per the MOU, the Company agreed to
+Added: earn-in for up to 50% working interest in Kris Project, which has 69 unpatented mining claims located in Plumus County, CA.
+Added: In March 2023,
+Added: the Company paid Gold Express Mines, Inc.
+Added: $100,000, which was recorded as a deposit and shall spend $400,000 on the Kris Project in allowable
+Added: expenditures over the next thirty-six months, assuming permitting for the work is obtained.
+Added: In the event that permitting delays the exploration
+Added: and other work programs, the earn-in period shall be extended accordingly.
+Added: Allowable expenditures are sampling, drilling, assaying, geologic
+Added: mapping and mine site improvements made or performed directly on the existing mine site or expanded mine site.
+Added: Consulting fees for work
+Added: directly benefiting the Project are also allowed including management of work, preparation of reports, and planning for Future work.
+Added: maintenance fees on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are deemed
+Added: to benefit the Kris Project and which are approved by both parties beforehand.
+Added: As part of the agreement, the Company shall make the Bureau
+Added: of Land Management claim maintenance fees on the existing claims no later than August 15, 2023, and by August 15th in ensuing years during
+Added: the earn-in period.
+Added: MAG shall pay for the annual Plumus County "notice of intent to hold" recording costs and any other Plumus
+Added: County fees or taxes which accrue during the earn-in period.
+Added: These shall all be allowable expenses under the earn-in agreement.
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.