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Item 5. Market for Registrant’s Common Equity

2024-04-18 compared with 2023-07-17 · 31 added, 80 removed, 30 unchanged (79% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Effective May 2012, our common stock was approved

for quotation on the OTC Bulletin Board under the ticker symbol “MAGE.” The Company’s shares are now quoted on the OTCQB

of the OTC Markets Group, Inc.

The following sets forth the high and low trading prices for the periods shown:

First quarter ended March 31

Second quarter ended June 30

Third quarter ended September 30

Fourth quarter ended December 31

The closing price of the Company's common stock

as of July 11, 2023 was $0.17, as reported on the OTC.QB.

The OTC.QB prices are bid and ask prices which represent prices between broker-dealers

and do not include retail mark-ups and mark-downs or any commissions to the broker-dealer.

The prices do not reflect prices in actual

transactions.

As of July 11, 2023 there were approximately 90 record owners of the Company's common stock.

OTC.QB is a registered quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter

(OTC) securities.

An OTC equity security generally is any equity that is not listed or traded on NASDAQ or a national securities exchange.

The OTCQB is not an issuer listing service, market or exchange.

Although the OTCQB does not have any listing requirements, per se, to

be eligible for quotation on the OTCQB, issuers must remain current in their filings with the SEC or applicable regulatory authority.

The OTC PINK MARKET is a registered quotation

service that displays real-time quotes, last sale prices and volume information in over the counter (OTC) securities.

An OTC equity security

generally is any equity that is not listed or traded on NASDAQ or other national securities exchange.

The OTC PINK MARKET is not an issuer

listing service, market, or exchange.

Although the OTC PINK MARKET does not have any listing requirements, per se, to be eligible for

quotation on the OTC PINK MARKET, issuers must remain current in their filings with the SEC or applicable regulatory authority.

Our Board of Directors may declare and pay dividends

15 unchanged sentences

market information about the prices of the securities.

Holders of Record of Our Common Stock

As of April 15, 2024, there were approximately

90 holders of record of our common stock and two holders of record of our warrants.

The actual number of shareholders is greater than

this number of record holders and includes shareholders who are beneficial owners but whose shares are held in street name by brokers

and other nominees.

Dividend Policy

We have historically not declared or paid cash

dividends on our capital stock.

Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion

of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual

restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

Information about our equity compensation plans

is incorporated herein by reference to Part III, Item 12 of this Annual Report.

Issuer Purchases of

Equity Securities

Recent Sales of Unregistered Securities

3 unchanged sentences

to the Reverse Split.

February 10, 2021, the Company issued 266,667 common shares as a commitment fee.

The shares were valued at $0.92, the closing price of

the Company’s stock on February 10, 2021.

During the year ended December 31, 2021, the Company recognized $245,334 of stock-based

compensation related to this issuance.

August 6, 2020, the Company entered into a one-year investor relations consulting agreement.

As consideration for its services under the

Agreement, the Company agreed to pay to the consultant 261,538 restricted shares of the Company’s common stock.

The shares were

valued at $1.56, the closing price of the Company’s stock on August 6, 2020.

As of December 31, 2020, the Company had not issued

the shares and accrued $136,000 related to this agreement.

During the year ended December 31, 2021, the Company issued the 261,538 shares

related to this agreement, settled the prior year accrual of $136,000 for 2020 services and recognized $272,000 of stock-based compensation

for services provided during the year ended December 31, 2021.

the year ended December 31, 2021, the Company received net proceeds of $10,000 from the exercise of 50,000 warrants.

On July 15, 2020,

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

200,000 shares under a Services

Agreement and 300,000 shares under a Consulting Agreement.

The shares were valued at $1.29, the closing price of the Company’s stock

on July 15, 2020.

In June 2021, the Company issued an aggregate of 2,278,813 shares of common stock in consideration of (i) the conversion of an aggregate

of 192,269 shares of Series A Preferred Stock and (ii) an aggregate of $356,123 in accrued interest on the Series A Preferred Stock.

shares were issued to two investors, each of whom qualified as an “accredited investor” within the meaning of Rule 501(a)

of Regulation D under the Securities Act.

The securities, which were taken for investment and were subject to appropriate transfer restrictions,

were issued without registration under the Securities Act in reliance upon the exemption provided in Section 4(a)2 and Rule 506(b) of

Regulation D under the Securities Act.

the year ended December 31, 2022, the Company issued 646,668 common shares as deferred financing costs.

3 unchanged sentences

recognized $180,000 of deferred financing costs related to this issuance.

January 3, 2023, the Company entered into an asset purchase agreement with Gold Express Mines, Inc (“Gold Express”).

purchase price for the acquisition was determined to be $1,000,000 which consisted of 5,000,000 shares of common stock with a fair value

of $1,000,000.

January 2, 2024, the Company issued 250,000 common shares to Gold Express for the assumption of the AJB Capital convertible note payable.

the year ended December 31, 2023, the Company entered into a subscription agreement with related parties for the issuance of 1,804,286

common shares and received cash proceeds of $252,600.

Unless otherwise noted, all of the foregoing transactions

were undertaken in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933.

INCENTIVE COMPENSATION

Equity Incentive Plan

Effective September 1, 2017, the Equity Incentive

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

Board of Directors.

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

giving retroactive effect to the Reverse Split.

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

of the Internal Revenue Code of 1986, as amended.

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

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

(collectively, "Stock Awards").

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

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

Nonstatutory stock options granted under the 2017 Plan are intended

not to qualify as incentive stock options under the Code.

Arrangements with CEO

Effective August 1, 2020, the Company and Michael

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

Lavigne, in consideration of

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

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

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

As of December 31, 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.

SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by the Exchange Act and

are not required to provide the information required under this item.

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 5. Market for Registrant’s Common Equity