What changed in this filing

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Item 9A. Controls and Procedures

2024-04-18 compared with 2023-07-17 · 566 added, 480 removed, 949 unchanged (52% of the section changed)

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

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

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

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

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this evaluation, management concluded that that our internal control over financial reporting was not effective as of December 31, 2023.

Our CEO concluded we have a material weakness due to lack of segregation of duties and a limited corporate governance structure.

weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a

reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on

a timely basis.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, concluded we have a material weakness

due to lack of segregation of duties and a limited corporate governance structure.

A material weakness is a deficiency, or a combination

of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our size has prevented us from being able to employ

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We maintain disclosure controls and procedures

that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and

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

that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized,

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

to management, to allow timely decisions regarding required disclosure.

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control objectives.

Our management evaluated the effectiveness of

the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the

end of the period covered by this report.

Based on this evaluation, Mr.

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

reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in the rules and forms of the SEC, and that such information is accumulated and communicated to management as appropriate, to allow timely

decisions regarding disclosures.

Our management, with the participation of our

Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls

and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report.

this evaluation, management 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 reports that we file or submit under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such

information is accumulated and communicated to management as appropriate, to allow timely decisions regarding disclosures.

Changes in Internal Control Over Financial

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OTHER INFORMATION.

During the quarter ended December 31, 2023, no director or officer

of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”

as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

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CEO & Director

Mark Rodenbeck

Deepak Malhotra

CFO & Director

Howard Crosby

Greg Schifrin

Mark Rodenbeck, age 74, was appointed Director

on June 16, 2020.

Rodenbeck, age 74, served as an officer and

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

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

from Northwood Institute with a B.S.

Degree in Business Administration in 1970.

Between 1970 and 1976, Mark worked as General Manager,

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

In 1976 he became President and 50% owner of

which owned and operated 6 fast food restaurants in Michigan.

Rodenbeck sold his restaurants and moved to Denver,

Colorado, and became a stockbroker.

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

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

as a 50% owner and officer.

Rodenbeck retired from Colorado Ceramic Tile in 2012.

Gregory Schifrin, age 64, was appointed

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

in a number of financings for exploration-stage companies.

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

in several financings for exploration-stage companies.

Lavigne has served in management and board positions for several exploration

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

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

Deepak Malhotra, age 74, was appointed

Director on September 1, 2020.

Malhotra, age 73, is a world-renowned processing

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

detailed engineering, and capital and operating cost management.

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

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

After working for AMAX Inc.

for 17 years, Dr.

Malhotra founded Resource Development Inc.

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

His clients include World Bank/IFC,

international financial institutions, mining companies, and governments.

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

company, Pro Solv Consulting LLC, where Dr.

Malhotra is currently serving as President.

Malhotra has a Ph.D.

in Mineral Economics

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

Indian Institute of Technology.

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

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

He has been awarded the Gaudin Award and Arthur C.

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

Malhotra is also currently Director

at Canarc Resource Corp.

and Cardero Resource Corp., and Consultant at RDI.

He holds four patents and has published over 80 articles and

edited several books.

Ryan, age 62, was appointed

CFO and Director on December 27, 2023.

Ryan has in numerous board and

management positions of junior resource companies for the past thirty years.

Since May 2021 Mr.

Ryan has served as the Secretary of

Key Metals Corp., a mining company with development state projects in Chile.

Since December 2021, Mr.

Ryan has served as a

Vice President and Director of LGX Energy, Inc., an oil and gas exploration company.

Since June 2020, Mr.

Ryan has served

as the Chief Executive Officer and Chairman of the board of directors of Gold Express Mines, Inc., a multi-commodity mining

company focused on the discovery, development, and production of precious and base metal assets.

Since September 2013, Mr.

has served as Chief Executive Officer of Premium Exploration, Inc., a gold exploration company.

From November 2016 to

September 2020, Mr.

Ryan served as a director of Bunker Hill Mining Corp., a development stage mining company, and for a

portion of that time Mr.

Ryan also served as Interim CEO.

Ryan obtained his Bachelor of Science degree in mining

engineering from the University of Idaho in 1985, and his Juris Doctor from Boston College Law School in 1992.

Howard Crosby, age 71, was appointed Director

on December 27, 2023.

Crosby has extensive experience as

a director and investor in mining companies and has extensive experience in corporate finance.

Crosby founded LGX Energy

Corp., an oil and gas exploration company, and since December 2021 has served as its Chief Executive Officer.

Crosby has served as the President of Crosby Enterprises, a consulting firm focused on the natural resources space

including oil, gas, and mining.

Since September 2020, Mr.

Crosby has served as Vice President and director of Gold Express

Mines, Inc., a multi-commodity mining company focused on the discovery, development, and production of precious and base metal

assets, and since October 2014 has served as the Chairman of the board of Desert Hawk Gold Corp., a gold mining company.

2005 to 2016, Mr.

Crosby served as a director of White Mountain Titanium Corp., a titanium company, and a company he founded.

From 2015 to 2018, Mr.

Crosby served as director of Bunker Hill Mining Corp., a mining company and from 2015 to 2018.

to 2009, he served as a director of U.S.

Silver Corporation, a mining company producing silver, lead, and zinc.

From 2004 to 2006,

Crosby served as a director of High Plains Uranium, Inc., a minerals company, and from 1993 to 2005, he served as the Chief

Executive Officer of Cadence Resources Corp., a natural resources company.

Crosby obtained his bachelor’s degree in

history from the University of Idaho in 1975.

Involvement in Certain Legal Proceedings

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

During the last 10 years, except as further discussed below,

none of our directors or officers has:

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

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been found by a court of competent jurisdiction in a civil action, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

With respect to Mr.

Crosby and Mr.

Ryan were and are currently Directors of Premium Exploration (USA) Inc., a Nevada corporation and a subsidiary of Premium

Exploration, Inc., a British Columbia corporation.

Premium Exploration (USA) Inc.

filed for Chapter 11 bankruptcy protection in June 2015

and exited bankruptcy in August 2016.

Crosby and Mr.

Ryan were also Directors of Northstar Offshore Group LLC, an oil and gas development

company which entered bankruptcy in March 2016 and was liquidated in June 2017.

Crosby and Mr.

Ryan are also currently Directors of

Desert Hawk Gold Corp.

a Nevada corporation which recently filed for Chapter 11 bankruptcy protection in April 2024.

Family Relationships

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Director Independence

Our common stock is listed on the OTC.QB of the

OTC Markets Group, Inc.

Our common stock is listed on the OTC Pink Market

of the OTC Markets Group, Inc.

inter-dealer quotation systems, which does not have director independence requirements.

Nevertheless, for purposes

of determining director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15).

One of our four directors

is an officer of the corporation and is not considered independent.

Nevertheless, for

purposes of determining director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15).

Two of our four

directors, Michael Lavigne and John Ryan, are officers of the corporation and are not considered independent.

Board Meetings

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Specific due dates for these reports have been established and we are required to report in this Report any failure to file by these

During the year ended December 31, 2022, all of these filing requirements were satisfied by our officers, directors, and ten-percent

During the year ended December 31, 2023, all these filing requirements were satisfied by our officers, directors, and ten-percent

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

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SUMMARY COMPENSATION TABLE

Name and Principal

Option Awards

Non equity Incentive Plan Compensation

Non equity Incentive Plan Compen-

Nonqualified Deferred Compensation Earnings

All Other Compensation

Name and Principal Position

All Other Compen-

Michael Lavigne, CEO and Director (1) (2)

John Ryan, CFO and Director (3)

__________________

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

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During the year ended December 31, 2022, the Company recognized $35,888 of expense related to the agreement.

John Ryan was appointed CFO and as a Director on December 27, 2023.

As of the date of this filing the Board has not set his annual compensation and has not yet awarded Mr.

Ryan stock and option awards.

Restricted Stock Unit Agreement

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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.

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, 2023 and 2022, 615,000 and 435,000 restricted

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

During the years ended December 31, 2023 and 2022, the Company recognized

$24,542 and $35,888 of stock-based compensation related to the agreement, respectively.

Employment Agreements

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The Board of Directors of the Company concluded,

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

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

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

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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

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

(collectively, “Stock Awards”).

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

Nonstatutory stock options granted under the 2017 Plan are intended

Non-statutory stock options granted under the 2017 Plan are intended

not to qualify as incentive stock options under the Code.

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Nevada Revised Statutes also provide that to the

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

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

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

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

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

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

Our Articles of Incorporation authorize us to

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Our bylaws set forth the procedures

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

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

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

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

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

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

except as noted.

of outstanding common stock owned as of April 10, 2024 .

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

shown, except as noted.

Name and Address of Beneficial Owner (1)

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Ardmore, OK 73041

4,331,775 (4)

Gold Express Mines, Inc.

Michael Lavigne (5)

Greg Schifrin

Deepak Malhotra

Howard Crosby

All officers and directors as a group

(four persons)

____________________________

Unless otherwise stated, address is 602 Cedar St., Ste.

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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 19,487,075 shares outstanding on July 17, 2023.

Shares and percentages beneficially owned are based upon 25,827,072

shares outstanding on April 10, 2024 .

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.

Does not include an aggregate of 615,000 Restricted Stock Units that may be settled for shares of common stock under certain circumstances.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table contains information about

our equity compensation plans as of December 31, 2023.

Equity Compensation Plan Information

Number of securities

remaining available

for future issuance

Number of securities to be

exercise price of

compensation plans

issued upon exercise of

(excluding securities

outstanding options,

options, warrants

Plan Category

warrants and rights

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Our equity compensation plan is the 2017 Equity Incentive

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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Accrued interest payable – Mr.

Accrued interest payable – Joseph Lavine

Accrued interest payable – Mr.

Joseph Lavigne

Accrued interest payable – Mr.

Advances Payable – Related Party

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

parties as follows:

Year Ended December 31, 2022

Year Ended December 31, 2021

Accrued interest payable – Mr.

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.

As of December 31, 2023 and 2022, the unsecured

promissory notes with related parties totaled $53,000 with accrued interest of $9,409 and $3,049, respectively.

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.

During the year ended December 31, 2023, Gold

Express Mines, Inc.

paid $685 of expenses on the Company’s behalf.

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 December 31, 2023 and 2022, the advances from related party

balance were $21,875 and $21,190, respectively.

Series 2020A 8% Unsecured Convertible Notes

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50,000 shares of common stock at a conversion price of $0.50 per share.

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.

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, 2023 and 2022, the balance due to a related party under these notes is $60,000, with accrued interest of $17,238 and $12,438, respectively.

3% Secured Convertible Note

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

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

The convertible note is

secured by common stock of the Company, matures on July 1, 2022 and will accrue interest at the rate of 3% per annum, payable yearly in

arrears beginning July 1, 2021.

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

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

The convertible note is secured

by common stock of the Company, matures on July 1, 2022, and will accrue interest at the rate of 3% per annum, payable yearly in arrears

beginning July 1, 2021.

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

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

recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital

in July 2019.

The Company recognized

the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital in July 2019.

The $87,500 debt discount will be amortized over the term of the loan.

Amortization expense of $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.

Amortization expense of $21,815 was recognized during the year

ended December 31, 2022.

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

interest of $13,130 and $9,380, 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

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.

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 years ended December 31, 2023 and 2022, the Company incurred consulting

fees of $72,000 and $6,000 related to this agreement, respectively.

Promissory Note

On January 2, 2024, we entered

into an agreement (the “Agreement”) with Gold Express Mines, Inc., a Nevada corporation (“GEM”), pursuant to which,

among other things (i) the Company consented to the assignment by AJB Capital Investments LLC, a Delaware limited liability company (“AJB”),

of all of AJB’s right, title, obligation, liability and interest in, to and under that certain Promissory Note, dated February 2021

in the original principal amount of $200,000 (the “Promissory Note”) issued by the Company to AJB;

(ii) the Company represented

that it has taken all necessary corporate action to accept the resignations of Mark Rodenbeck and Deepak Maholtra as members of the board

of directors (the “Board”) of the Company and appoint John P.

Ryan, President, Chief Executive Officer and a director of GEM,

and Howard Crosby, a director of GEM, to the Board;

(iii) the Company agreed that at any time prior to December 29, 2026, if GEM provides

notice to the Company to designate a person to serve as a member of the board of directors of the Company, the Company will use its reasonable

best efforts to elect such person to the board of directors of the Company as promptly as practicable following receipt of such notice;

and (iv) the Company issued to GEM 250,000 shares our common stock.

GEM owns 47.3% of our common stock.

The aggregate principal amount of the Promissory

Note outstanding is $110,000.

The Promissory Note bears interest at a rate of 12% per annum.

principal amount of the Promissory Note 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 Promissory Note is past due and payable.

GEM Purchase Agreement

On January 4, 2024, we entered into

a purchase agreement (the “Purchase Agreement”) with GEM, pursuant to which, among other things (i) the Company agreed to

purchase certain mineral assets owned and controlled by GEM for a purchase price equal to 5,500,000 shares of the Company’s common

stock, par value $0.001 per share (the “Common Stock”);

and (ii) GEM agreed to assign to the Company a certain lease for mineral

properties (the “Cuprum Lease”) for a purchase price of 500,000 shares of Common Stock (collectively, the “Transactions”).

The Purchase Agreement contains representations,

warranties and covenants customary for a transaction of this size and nature.

The Company expects the closing of the Transactions

to occur no later than January 31, 2024, subject to certain closing conditions, including, but not limited to, (i) GEM delivering a quitclaim

deed transferring the unpatented mining claims;

and (ii) GEM receiving all required consents to transfer Cuprum Lease.

Ryan, our CFO and a director, is the President, Chief Executive Officer and a director of GEM, and Howard Crosby, a director, is a director

GEM owns 47.3% of our common stock.

Deferred Compensation

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In addition, we would likely be required

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

We believe that

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

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

We believe that the costs

associated with maintaining such insurance is prohibitive at this time.

PRINCIPAL ACCOUNTING FEES AND SERVICES

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Securities Purchase Agreement

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

Certification Pursuant to 18 U.S.C.

Agreement, dated as of December 29, 2023, by and between Magellan Gold Corporation and Gold Express Mines, Inc.

Purchase Agreement, dated January 7, 2024, by and between Magellan Gold Corporation and Gold Express Mines, Inc.

Certification of Principal Executive Officer Pursuant to Rules 13a-14(A) And 15d-14(A) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

Certification of Principal Financial Officer Pursuant to Rules 13a-14(A) And 15d-14(A) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*

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

Incorporated by reference as an Exhibit to Current Report on Form 8-K

as filed with the Commission on January 8, 2024.

Incorporated by reference as an Exhibit to Current Report on Form 8-K

as filed with the Commission on January 11, 2024.

Filed herewith.

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Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

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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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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters are matters arising from the current

period audit of the financial statements that were communicated or required to be communicated to the Board of Directors and that:

relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,

or complex judgments.

We determined that there are no critical audit matters.

/s/ MaloneBailey, LLP

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Houston, Texas

July 17, 2023

April 17, 2024

Magellan Gold Corporation

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Shareholders’ deficit:

Preferred shares, 25,000,000 shares

Series A preferred stock - $ 10.00 stated

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

2,500,000 authorized;

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Shareholders’ deficit:

( 1,684,671 )

( 1,497,777 )

Total liabilities and shareholders’ deficit

See accompanying

notes to the consolidated financial statements

See accompanying notes to the consolidated financial statements

Magellan Gold Corporation

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Interest expense

Gain (loss) on change in derivative liability

Gain on change in derivative liability

Total other expense

Series A preferred stock dividend

Net loss attributable to common shareholders

$ ( 1,464,036 )

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For the years ended December 31, 2023 and 2022

Preferred Stock

Balance, December 31, 2021

$ ( 17,969,813 )

Exercise of warrants

Common stock issued for settlement liabilities

Stock based compensation

Series A preferred stock dividend

Conversion of Series A preferred stock and accrued dividend

Balance, December 31, 2021

$ ( 266,236 )

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Stock based compensation

( 1,559,929 )

Balance, December 31, 2022

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( 1,497,777 )

Shares issued for cash

Shares issued for the acquisition of mineral properties

Stock based compensation

( 1,464,036 )

Balance, December 31, 2023

$ ( 20,993,778 )

$ ( 1,684,671 )

See accompanying notes to the consolidated financial statements

Magellan Gold Corporation

Consolidated Statements of Cash Flows

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Stock based compensation

Loss on change in derivative liability

Gain on change in derivative liability

Changes in operating assets and liabilities:

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Cash paid for development costs

Cash paid for mineral rights

Net cash used in investing activities

Financing activities:

Proceeds from convertible debt from third 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 exercise of warrants

Repayment of advances from third parties

Repayment of convertible debt

Proceeds from sale of common stock

Net cash provided by financing activities

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Non-cash financing and investing activities:

Series A preferred stock dividend

Expenses paid on behalf of the Company

Common stock and warrants issued for settlement liabilities

Debt discount created by derivative liability

Shares issued for the acquisition of mineral properties

Conversion of Series A preferred stock and accrued dividend

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properties in the United States.

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

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

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

Our mineral lease payments, permitting applications

and exploration and development efforts will require additional capital.

We rely upon the sale of our securities as well as advances and

loans from executive management and significant shareholders to fund our operations as we have not generated any significant revenue.

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

advance our Center Star Gold Project and our Kris Project towards resource definition and eventual development, and possibly to acquire

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

Our mineral lease payments, mineral

claim annual holding costs, permitting applications and exploration and development efforts will require additional capital.

the sale of our securities as well as advances and loans from executive management and significant shareholders to fund our operations

as we have not generated any significant revenue.

Note 2 – Summary of Significant Accounting Policies

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

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

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

M Gold Royalty will engage in organically

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

Royalties from this portfolio will be complemented

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

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

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

This subdivision of the Company may

be discontinued in the near future.

Our consolidated financial statements include

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in the near term.

Value of Financial Instruments

Fair Value of Financial Instruments

We value our financial assets and liabilities

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or lease mineral rights are initially capitalized as tangible assets.

Mineral rights include costs associated with:

leasing or acquiring

Mineral rights include costs associated with leasing or acquiring

patented and unpatented mining claims;

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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.

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.

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, 2023.

During the years ended December 31, 2023 and

2022 the Company evaluated mineral rights and properties for impairment and recorded impairment expense of $ 1,194,274 and $ 1,037,500 ,

respectively.

Impairment of Long-lived Assets and Mining Rights

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Property and Equipment

Property and equipment is recorded at cost, less

Property and equipment are recorded at cost, less

accumulated depreciation.

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Notes payable to related parties are classified

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

one year of the reported balance sheet date.

as current liabilities as either the note holders can control the repayment dates of the notes or maturity dates are within one year of

the reported balance sheet date.

Exploration Costs

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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

ended December 31, 2023, 72,000 stock options, 117,500 warrants, and 2,991,341 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

For the year ended December 31, 2022, 72,000 stock options, 117,500 warrants, and 2,700,379 shares issuable

from convertible notes were considered for their dilutive effects.

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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,

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.

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.

In conjunction

with 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.

The Company acquired 100% of the issued and outstanding shares of Clearwater in consideration of 1,000,000 shares

of Magellan common stock, a $125,000 convertible note and $25,000 in cash.

The contracted share issuance was to be made in

increments as progress was achieved on gaining access to the mine.

To date 750,000 shares have been issued as follows and 250,000 shares

are still pending issuance.

With respect to the convertible secured note, $125,000 plus accrued interest is currently due for payment.

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 .

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

During the year

ended December 31, 2023, the Company evaluated the development costs for impairment and recorded an impairment expense of $ 194,274 .

of December 31, 2023 and 2022, the Company had $ 0 and $ 194,274 in capitalized development cost to develop gold resources at Center Star.

Asset Purchase Agreement of January 2023

On January 3, 2023, the Company entered into an

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

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 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 twenty-six unpatented mining claims.

As of March 31, 2023, the total

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 .

The Company concluded 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.

In August 2023, the Company reduced the number

of claims at the Seafoam District to three claims, reduced the number of claims at the Blacktail District to five claims, reduced the

number of claims at the Big-It Extension claims from twenty-five to nine claims, and reduced the Golden Project claims from seventy-two

to forty-one claims.

During the year ended December 31, 2023, the Company evaluated the mineral rights and properties for impairment and

recorded an impairment expense of $ 1,000,000 .

As of December 31, 2023, the Gold Express mineral rights and properties balance totaled

On June 6, 2023, the Company entered 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 is comprised of 74 unpatented mining claims located in Plumas 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.

If 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 15 th in ensuing years

during the earn-in period.

The Company shall pay for the annual Plumas County “notice of intent to hold” recording costs and

any other Plumas County fees or taxes which accrue during the earn-in period.

These shall all be allowable expenses under the earn-in

As of December 31, 2023, the $ 100,000 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

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are unobservable in the market and significant to the valuation of the instruments.

A financial instrument's categorization within

the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

A financial instrument’s categorization

within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The carrying values for cash and cash equivalents,

prepaid assets, accounts payable and accrued liabilities, related party line of credit and notes payable approximate their fair value

due to their short-term maturities.

accounts payable, advances payable, accrued interest, accrued liabilities, and notes payable approximate their fair value due to their

short-term maturities.

Fair Value Measurements

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at fair value have been categorized based upon a fair value hierarchy.

The following table presents information about

the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value

hierarchy of those assets and liabilities as of December 31, 2022 and 2021:

Schedule of fair value measurements on a recurring basis

The following table presents information

about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair

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

Schedule of fair value of liabilities

Fair value at

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Fair value as of December 31, 2021

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

Loss on change in fair value of derivatives

Gain on change in fair value of derivatives

Fair value as of December 31, 2022

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Note 5 – Debt

Unsecured advances –third party

During the year ended December 31, 2021, the Company

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

As of December 31,

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

Unsecured advances

During the year ended December 31, 2023,

the Company received non-cash advances of $ 25,816 and repaid $ 4,701 .

As of December 31, 2023 and December 31, 2022, the advances balance

totaled $ 39,338 and $ 18,223 , respectively.

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

During the year ended December 31, 2022, the Company

entered unsecured promissory notes totaling $ 78,000 .

During the year ended December 31, 2023, the Company entered an unsecured promissory

note totaling $ 22,000 .

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

As of December 31, 2023 and 2022,

the notes payable balance was $ 100,000 and $ 78,000 , with accrued interest of $ 17,301 and $ 6,130 , respectively.

Series 2019A 10% Unsecured Convertible Notes

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interest rate on the notes is 12%.

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.

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

of $ 35,481 and $ 26,481 , respectively.

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

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Series 2020A 8% Unsecured Convertible Notes

In 2020, the Company sold $ 285,000

of Series 2020A 8 %

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 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

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

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

The convertible note is

secured by common stock of the Company, matures on July 1, 2022 and will accrue interest at the rate of 3 % per annum, payable yearly in

arrears beginning July 1, 2021.

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

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

recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital

in July 2019.

The 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.

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 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

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.

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, 2023 and 2022, the balance due to a third party under these notes is $ 200,000 , with accrued interest of $ 56,297 and $ 40,297 , respectively.

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 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 was $ 95,715

was recorded as a discount on the convertible notes payable.

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 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.

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 August 11, 2023 and is currently past due.

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 year ended December 31, 2023, the Company amortized $ 10,000 of debt discount.

During the year

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

As of December 31, 2023, the total derivative

liability on the above note was adjusted to a fair value of $ 86,443 .

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

on a comparable company peer group, expected term of 0.50 years, risk-free rate of 4.76 % and a dividend yield of 0 %.

During the year ended December 31, 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.

discount will be amortized over the remaining life of the note ending August 11, 2023.

The fair value of the conversion option was estimated

using the Black-Scholes option pricing model and the following range of assumptions during the period:

fair value of stock $0.06 - $0.20,

volatility of 237.73% -261.18% based on a comparable company peer group, expected term of 0.50 years, risk-free rate of 4.76% - 5.47%

and a dividend yield of 0%.

As of December 31, 2023 and 2022, the balance

on the loan was $ 110,000 and $ 200,000 , net of discount of $ 0 , with accrued interest of $ 33,087 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.

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

On September 19, 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.

On February 9, 2022, the Company extended the

12 unchanged sentences

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.

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

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

On August 6, 2020, the Company entered into a

one-year investor relations consulting agreement.

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

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

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

Company’s stock on August 6, 2020.

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

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

provided during the year ended December 31, 2021.

During the year ended December 31, 2021, the Company

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

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

rendered pursuant to two investor relations agreements:

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

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

The Services Agreement is

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

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

During the year ended December 31, 2021 the Company recognized $ 322,250 of expense related to these shares.

Preferred Stock

In September 2020, the Company established a Series

B Convertible Preferred Stock (“Series B Preferred”) and authorized an aggregate of 5,000 shares with a par value of $0.001

per share and a stated value of $1,250.00 per share.

The holders of outstanding Series B Preferred shall be entitled to receive dividends

at the annual rate of 10% based on the stated value per share.

Dividends on the share of Series B Preferred shall be cumulative.

During the 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

of Conversion from five of its Series A Convertible Preferred stockholders that they had elected to convert a total of 192,269 shares

of Series A Convertible Preferred Stock into an aggregate of 1,922,690 shares of Common Stock and $356,123 in accrued but unpaid dividends

on the Series A Shares into an aggregate of 356,123 shares of Common Stock Each share of Series A Convertible Preferred Stock was convertible

into ten shares of Common Stock.

The Conversion Price of the Dividend Shares was $1.00 per share.

On June 30, 2021, the Company issued

2,278,804 shares of common stock for the conversion of preferred stock and accrued dividends.

Stock Warrants, Stock Options, and the 2017

3 unchanged sentences

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.

both incentive and non-statutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation

As of December 31, 2023, 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

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.

During the 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.

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

75,000 warrants and five other warrant holders transferred 1,310,000 warrants to purchase common stock to various other holders.

The transferred

warrants were all set to expire on May 31, 2021 and had an exercise price of $0.20.

In May 2021, 1,185,000 of the warrants were exercised

resulting in proceeds to the Company of $ 237,000 .

On May 31, 2021 the remaining 200,000 transferred warrants were extended to May 31,

These remaining warrants were exercised in June 2021 and resulted in proceeds to the Company of $ 40,000 .

Stock option activity within the 2017 Equity Incentive

Plan and warrant activity outside the plan, for the years ended December 31, 2023 and 2022 is as follows:

Schedule of stock option and warrant activity

Schedule of options and warrant activity

Stock Options

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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 .

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.

Note 7 – Commitments and Contingencies

Mining Claims

As part of our acquisition of the Center Star

gold mine project, we acquire 15 Bureau of Land Management (“BLM”) unpatented mining claims and subsequently staked another

16 unpatented mining claims.

In order to maintain the BLM lode \ claims, annual payments are required before the end of August of each

As of December 31, 2022, all of these claims are in good standing.

We currently own directly or hold indirectly through

mineral leases or other contracts a total of 192 unpatented mining claims.

To maintain these claims, annual payments are required to be

made to the United States Bureau of Land Management by the 1st of September of each year.

Additionally, state laws impose additional filings

and fees which are required to be made with the Recorder’s Office in the local county in which the claims are located.

Additionally, some

counties impose property taxes on unpatented mining claims which are due at various dates.

As of December 31, 2023, all the unpatented

mineral claims are believed by the Company Management to be in good standing.

Note 8 – Executive Employment Agreement

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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.

During the year ended December 31, 2022, the Company

entered into unsecured promissory notes with related parties totaling $ 53,000 .

The promissory notes bear interest at 12% per annum and

are payable on demand.

As of December 31, 2023 and 2022 the notes payable – related parties balance was $ 53,000 , with accrued interest

of $ 9,409 and $ 3,049 , respectively.

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.

During the year ended December 31, 2023, the Gold

Express Mines, Inc.

paid $ 685 of expenses on behalf of the Company.

During the year ended December 31, 2022, the CEO paid $ 938 of expenses

on behalf of the Company.

As of December 31, 2023 and December 31, 2022, the advances related party balance totaled $ 21,875 and $ 21,190 ,

respectively.

Series 2020A 8% Unsecured Convertible Notes

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

8% Unsecured Convertible Notes with a maturity date of November 30, 2020.

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

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

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

parties purchased $60,000 of the 2020A notes.

The Company evaluated the conversion option and concluded a beneficial conversion feature

was present at issuance.

The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital as

of December 31, 2020.

The $237,263 debt discount will be amortized over the term of the loan.

The Notes will accrue interest at the rate

of 8% per annum, payable quarterly in arrears.

In July 2020, $25,000 of Series 2020A 8% Unsecured Convertible Notes were converted into

50,000 shares of common stock at a conversion price of $0.50 per share.

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, 2023 and 2022, the balance due to a related party under these notes is $ 60,000 , with accrued interest of $ 17,238 and $ 12,438 , respectively.

3% Secured Convertible Note

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

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

The convertible note is secured

by common stock of the Company, matures on July 1, 2022 and will accrue interest at the rate of 3% per annum, payable yearly in arrears

beginning July 1, 2021.

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

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 July 2019.

The $87,500 debt discount will be amortized over the term of the loan.

Amortization expense of $21,815 was recognized during the year

ended December 31, 2022.

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

interest of $ 13,130 and $ 9,380 , respectively.

Consulting Agreement

4 unchanged sentences

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.

During the years ended December 31, 2023 and 2022, the Company incurred consulting

fees of $ 72,000 and $ 6,000 related to this agreement, respectively.

Conflicts of Interests

9 unchanged sentences

stage companies involved in the business of acquisition and exploration of mineral resources.

Gold Express Mines, Inc.

a company under common control.

Crosby and Mr.

Ryan are both on the board and/or hold management roles in both Magellan and GEM.

and GEM are both exploration stage companies involved in the business of acquisition and exploration of mineral resources.

The existence of common ownership and common management

could result in significantly different operating results or financial position from those that could have resulted had Magellan, Athena

and Silver Saddle been autonomous.

As of March 31, 2021, Mr.

Power and Dr.

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

could result in significantly different operating results or financial positions from those that could have resulted had Magellan, Athena,

Silver Saddle and Gold Express been autonomous.

Accrued Interest - Related Parties

1 unchanged sentence

in our consolidated balance sheets as follows:

Schedule of related party transactions (accrued interest)

Accrued interest payable – Mr.

Schedule of accrued interest due to related parties

Accrued interest payable – Mr.

Accrued interest payable – Joseph Lavine

Accrued interest payable – Mr.

7 unchanged sentences

by applying the federal statutory rate to our net loss and the actual benefit for taxes on net loss for 2023 and 2022 is as follows:

Components of income tax benefit

Schedule of components of income tax benefit

Years Ended December 31,

7 unchanged sentences

Valuation allowance

( 1,185,934 )

( 1,113,183 )

Deferred tax assets, net of allowance

Note 11 – Subsequent Events

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.

On January 2, 2024, Gold Express Mines, Inc.,

a related party, assumed the debt from AJB Capital Investments, LLC.

The Company issued 250,000 shares of common stock to Gold Express,

(“GEM”) for the assumption of the AJB convertible note.

On January 4, 2024, the Company entered into a

purchase agreement with GEM, pursuant to which, among other things (i) the Company agreed to purchase certain mineral assets

owned and controlled by GEM for a purchase price equal to 5,500,000 shares of the Company’s common stock, par value $0.001 per share;

and (ii) GEM agreed to assign to the Company a certain lease for mineral properties for a purchase price of 500,000 shares of common stock.

After December 31, 2023, the Company entered into

three unsecured promissory notes with GEM totaling $75,000.

The promissory notes bear interest at 5% per annum and are payable

Pursuant to the requirements of Section 13 or

2 unchanged sentences

MAGELLAN GOLD CORPORATION

July 17, 2023

April 17, 2024

/s/ Michael B.

President, Principal Executive Officer, Principal Accounting

Officer & Director

Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities

2 unchanged sentences

/s/ Michael B.

Principal Executive and Accounting Officer & Director

July 17, 2023

/s/ Mark Rodenbeck

July 17, 2023

Mark Rodenbeck

Chief Executive Officer, President and Director

April 17, 2024

(Principal Executive Officer)

Chief Financial Officer and Director

April 17, 2024

(Principal Financial and Accounting Officer)

/s/ Greg Schifrin

July 17, 2023

April 17, 2024

Greg Schifrin

/s/ Deepak Malhotra

July 17, 2023

Deepak Malhotra

/s/ Howard Crosby

April 17, 2024

Howard Crosby

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