What changed in this filing

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Item 1. Financial Statements

2023-10-17 compared with 2023-07-18 · 167 added, 137 removed, 351 unchanged (46% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

March 31, 2023

June 30, 2023

December 31, 2022

22 unchanged sentences

Shareholders' deficit:

Preferred shares, 25,000,000 shares

Series A preferred stock - $ 10.00

stated value;

Preferred shares, 25,000,000 shares Series A preferred stock - $ 10.00 stated

2,500,000 authorized;

0 shares issued and outstanding

Common shares, $ 0.001 par value;

1,000,000,000 shares authorized;

1,000,000,000 shares

19,487,072 and 12,772,786 shares issued and outstanding, respectively

9 unchanged sentences

Consolidated Statements of Operations

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

2 unchanged sentences

Operating loss

Other expense:

Other income (expense):

Interest expense

Gain on change in derivative liability

Total other expense

Gain (loss) on change in derivative liability

Total other income (expense)

$ ( 432,081 )

$ ( 536,827 )

Basic net loss per common share

2 unchanged sentences

Diluted weighted average

See accompanying notes to the unaudited consolidated financial statements

See accompanying notes to the unaudited consolidated financial

Magellan Gold Corporation

Consolidated Statements of Shareholders' Deficit

For the three months ended March 31, 2023 and 2022

For the six months ended June 30, 2023 and 2022

Balance, December 31, 2022

6 unchanged sentences

( 19,560,663 )

Stock based compensation

Balance, June 30, 2023

$ ( 19,608,230 )

$ ( 323,276 )

Balance, December 31, 2021

5 unchanged sentences

( 18,074,559 )

Shares issued as deferred finance costs

Stock based compensation

Balance, June 30, 2022

$ ( 18,506,640 )

$ ( 660,455 )

See accompanying notes to the unaudited consolidated financial statements

1 unchanged sentence

Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

3 unchanged sentences

Stock based compensation

Gain on change in derivative liability

(Gain) loss on change in derivative liability

Changes in operating assets and liabilities:

6 unchanged sentences

Cash paid for development costs

Cash paid for mineral rights

Net cash used in investing activities

1 unchanged sentence

Proceeds from notes payable from third parties

Proceeds from notes payable from related parties

Repayment of advances from third parties

Repayment of convertible debt

11 unchanged sentences

Shares issued for the acquisition of mineral properties

Conversion of Series A preferred stock and accrued dividend

See accompanying notes to the consolidated financial statements

17 unchanged sentences

opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

results for the three months ended March 31, 2023 are not necessarily indicative of the results for the full year.

While we believe that

the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with

the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December 31,

results for the three and six months ended June 30, 2023 are not necessarily indicative of the results for the full year.

While we believe

that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction

with the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December

Our consolidated financial statements include

4 unchanged sentences

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 three months ended March 31, 2023, 72,000

stock options, 117,500

warrants, and 2,812,471

shares issuable from convertible notes were considered for their dilutive effects.

For the three months ended March 31, 2022, 72,000

stock options, 423,635

warrants, and 1,916,904 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.

months ended June 30, 2023, 72,000 stock options, 117,500 warrants, and 2,053,780 shares issuable from convertible notes were considered

for their dilutive effects.

For the six months ended June 30, 2022, 72,000 stock options, 117,500 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.

At March 31, 2023, we had a working capital deficit of $ 1,576,657 , we had not yet generated any significant

At June 30, 2023, we had a working capital deficit of $ 1,617,550 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 19,608,230 .

6 unchanged sentences

in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common

stock but cannot assure that any future financings will occur.

stock but cannot assure that any future financing will occur.

Note 3 – Mineral Rights and Properties

17 unchanged sentences

the Company evaluated the mineral rights and properties for impairment and recorded an impairment expense of $ 1,037,500 .

As of March 31,

As of June 30,

2023 and December 31, 2022, the Clearwater mineral rights and properties balance totaled $ 0 .

As of March 31, 2023 and December 31, 2022, the

As of June 30, 2023 and December 31, 2022, the

Company had $ 194,274 in capitalized development cost to develop gold resources at Center Star.

2 unchanged sentences

asset purchase agreement with Gold Express Mines, Inc (“Golden Express”).

Pursuant to the agreement, the Seller sell the following

Pursuant to the agreement, the Seller sold the following

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

7 unchanged sentences

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

The Company concluded the

purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights

and properties on the balance sheet.

As of March 31, 2023, the Gold Express mineral rights and properties balance totaled $ 1,000,000 .

The Company concluded the purchase

of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and

properties on the balance sheet.

As of June 30, 2023, the Gold Express mineral rights and properties balance totaled $ 1,000,000 .

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.

March 2023, the Company paid Gold Express Mines, Inc.

which was recorded as a deposit, and shall spend $400,000 on the Kris Project in allowable expenditures over the next thirty-six

months, assuming permitting for the work is obtained.

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.

maintenance fees on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are

deemed to benefit the Kris Project, and which are approved by both parties beforehand.

As part of the agreement, the Company shall

make the Bureau of Land Management claim maintenance fees on the existing claims no later than August 15, 2023, and by August

15 th in ensuing years during the earn-in period.

The Company shall pay for the annual Plumus County “notice of

intent to hold” recording costs and any other Plumus County fees or taxes which accrue during the earn-in period.

all be allowable expenses under the earn-in agreement.

As of June 30, 2023, the

deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties on the balance sheet.

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

hierarchy of those assets and liabilities as of March 31, 2023 and December 31, 2022:

hierarchy of those assets and liabilities as of June 30, 2023 and December 31, 2022:

Schedule of fair value assets and liabilities

Fair value at

March 31, 2023

June 30, 2023

Derivative liability

5 unchanged sentences

The table below presents the change in the fair

value of the derivative liability during the three months ended March 31, 2023:

Schedule of fair value of derivative liability

value of the derivative liability during the six months ended June 30, 2023:

Schedule of fair

value of the derivative liability

Fair value as of December 31, 2022

Loss on change in fair value of derivatives

Fair value as of March 31, 2023

Fair value as of June 30, 2023

Note 5 – Notes payable, Convertible Note

1 unchanged sentence

Notes payable

During the year ended

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 March 31, 2023 and December 31, 2022, the notes payable balance was $ 78,000 , with accrued interest

of $ 8,438 and $ 6,130 , respectively.

During the year

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

During the six months ended June 30, 2023, the Company entered into an unsecured promissory note totaling $21,000.

The promissory

notes bear interest at 12 %

per annum and are payable on demand.

As of June 30, 2023 and December 31, 2022, the notes payable balance was $99,000 and $ 78,000 ,

with accrued interest of $ 11,965 and

respectively.

Series 2019A 10% Unsecured Convertible Notes

18 unchanged sentences

interest rate on the notes is 12%.

As of March 31, 2023 and December 31, 2022, the balance due under these notes is $ 75,000 , with accrued

As of June 30, 2023 and December 31, 2022, the balance due under these notes is $ 75,000 , with accrued

interest of $ 30,944 and $ 26,481 , respectively.

10 unchanged sentences

10% per annum payable quarterly, accruing from the date of issuance.

As of March 31, 2023 and December 31, 2022, the balance due under

As of June 30, 2023 and December 31, 2022, the balance due under

this note is $ 145,978 , with accrued interest of $ 54,672 and $ 47,433 , respectively.

18 unchanged sentences

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

As of March 31,

As of June 30,

2023 and December 31, 2022, the balance due to a third party under these notes is $ 200,000 , with accrued interest of $ 48,231 and $ 40,297 ,

2 unchanged sentences

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

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

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

The convertible note is

8 unchanged sentences

the year ended December 31, 2022.

As of March 31, 2023 and December 31, 2022, the balance due to a related party under this note was $ 125,000 ,

As of June 30, 2023 and December 31, 2022, the balance due to a related party under this note was $ 125,000 ,

with accrued interest of $ 11,240 and $ 9,380 , respectively.

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 to 15%.

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

The Company issued the debt holder 266,667 common shares as a commitment fee.

Due to the variable conversion feature the note

conversion feature was bifurcated from the note and recorded as a derivative liability.

The day one derivative liability was $ 95,715

was recorded as a discount on the convertible notes payable.

On February 10, 2021, the Company entered into

a debt agreement to borrow $ 200,000 .

The secured note has an original issuance discount of $ 16,000 along with $ 9,000 in legal and finder

fees recorded as a discount, which will be amortized over the life of the note.

The loan is secured by common stock of the Company, bears

interest at a rate of 10% and has a six-month maturity.

In August 2021, the note was extended six months and the interest rate was increased

The unpaid principal is convertible into shares of the Company’s common stock at the conversion price.

The conversion price

shall be the less of 90% of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or

during the previous twenty (20) trading day period ending on date of conversion of this note.

The Company issued the debt holder 266,667

common shares as a commitment fee.

Due to the variable conversion feature the note conversion feature was bifurcated from the note and

recorded as a derivative liability.

The day one derivative liability of $ 95,715 was recorded as a discount on the convertible notes payable.

On February 9, 2022, the Company extended the maturity to May 10, 2022.

In consideration of the extension, the Company issued the debt holder 180,000 shares of common stock valued at $ 54,000 .

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

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 .

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.

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.

In consideration of the extension, the Company issued the debt

holder 180,000 shares of common stock valued at $ 54,000 .

The incremental value of the debt modification of $54,000 will be recorded over

the remaining life of the note ending May 10, 2022.

On May 11, 2022, the Company agreed to a second amendment to extend the maturity of

the AJB note to August 10, 2022.

In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.30

per share for a total value of $ 70,000 .

The incremental value of the debt modification of $ 70,000 will be recorded over the remaining

life of the note ending August 10, 2022.

On August 9, 2022, the Company agreed to a third amendment to extend the maturity of the AJB

note to November 9, 2022.

In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.24 per

share for a total value of $ 56,000 .

The incremental value of the debt modification of $56,000 will be recorded over the remaining life

of the note ending November 9, 2022.

Th AJB Convertible Note is due and payable in November 2023.

In January 2023, the Note was extended to June 30,

During the year ended December 31, 2022, the Company recognized $ 180,000 of expense related to the debt modification.

the three months ended March 31, 2023, the Company repaid $ 100,000 of principal on this note.

As of March 31, 2023 and December 31,

2022, the balance on the loan was $ 100,000 and $ 200,000 , with accrued interest of $ 10,400 and $ 7,400 , respectively.

As of March 31, 2023, the total derivative liability

on the above note was adjusted to a fair value of $ 126,393 .

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 $0.10, volatility of 237.73% based on a comparable

company peer group, expected term of 0.50 years, risk-free rate of 4.94% and a dividend yield of 0%.

In January 2023, the Note was extended

to August 11, 2023.

In consideration for the extension, the principal amount of the note was increased by $ 10,000 .

The incremental

value of the debt modification of $ 10,000 will be recorded as a debt discount and amortized over the remaining life of the note ending

August 11, 2023.

During the six months ended June 30, 2023, the Company amortized $ 8,019 of debt discount.

During the six months ended

June 30, 2023, the Company repaid $ 100,000 of principal on this note.

As of June 30, 2023, the total derivative

liability on the above note was adjusted to a fair value of $ 77,548 .

During the six months ended June 30, 2023, the Company recognized an additional $ 10,000

of debt discount and a day one loss of $2,136 related to the $ 10,000

increase in principal amount of the AJB.

The debt discount will be amortized over the remaining life of the note ending August 11,

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 $0.12, volatility of 242.59% based on a comparable company peer group, expected

term of 0.50 years, risk-free rate of 5.47% and a dividend yield of 0%.

As of June 30, 2023 and December 31, 2022, the

balance on the loan was $ 108,019 and $ 200,000 , net of discount of $ 2,193 and $ 0 , with accrued interest of $ 14,000 and $ 7,400 , respectively.

Note 6 – Stockholders’ Deficit

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

of $ 100,000 .

On March 24, 2023, the Company entered into

a subscription agreement with Gold Express Mines, Inc.

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 of $ 100,000 .

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 .

5 unchanged sentences

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

As of March 31, 2023, the Company had 128,000 shares available for future grant.

Stock option activity within the 2017 Equity Incentive

Plan and warrant activity outside the plan, for the three months ended March 31, 2023 is as follows:

As of June 30, 2023, the Company had 128,000 shares available for future grant.

Stock option activity within the 2017 Equity

Incentive Plan and warrant activity outside the plan, for the six months ended June 30, 2023 is as follows:

Schedule of options and warrant activity

6 unchanged sentences

Outstanding at December 31, 2022

Outstanding at March 31, 2023

Exercisable at March 31, 2023

As of March 31, 2023, the outstanding stock options have a weighted

Outstanding at June 30, 2023

Exercisable at June 30, 2023

As of June 30, 2023, the outstanding stock options have a weighted

average remaining term of 4.33 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

As of March 31, 2023, all of these claims are in good standing.

As of June 30, 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.

As of March 31, 2023, 480,000 restricted stock units may be settled

As of June 30, 2023, 525,000 restricted stock units may be settled

in shares of common stock.

During the three months ended March 31, 2023, the Company recognized $ 6,315 of stock-based compensation related

During the six months ended June 30, 2023, the Company recognized $ 12,989 of stock-based compensation related

to the agreement.

4 unchanged sentences

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

As of March 31, 2023 and December 31, 2022 the

notes payable – related parties balance was $ 53,000 .

As of June 30, 2023 and December 31, 2022 the notes

payable – related parties balance was $ 53,000 .

Advances- Related Parties

1 unchanged sentence

paid $ 938 of expenses on behalf of the Company.

As of March 31, 2023 and December 31, 2022, the advances related party balance totaled

As of June 30, 2023 and December 31, 2022, the advances related party balance totaled

Accrued Interest - Related Parties

7 unchanged sentences

Consulting Agreement

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.

During the three months ended March

31, 2023, the Company incurred consulting fees of $ 18,000 related to this agreement.

On December 29, 2022, the Company entered into

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

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

The consulting agreement provides

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

During the six months ended June 30, 2023, the Company incurred consulting fees

of $ 36,000 related to this agreement.

Note 10 – Subsequent Events

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.

In March 2023,

the Company paid Gold Express Mines, Inc.

$100,000, which was recorded as a deposit and shall spend $400,000 on the Kris Project in allowable

expenditures over the next thirty-six months, assuming permitting for the work is obtained.

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.

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.

In September 2023, the Company received proceeds of $12,600 from an

investor for the purchase of 90,000 shares of its common stock at a price of $0.14 per share.

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-Q

Item 1. Financial Statements