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Item 1. Financial Statements

2024-06-04 compared with 2023-11-28 · 335 added, 267 removed, 279 unchanged (68% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30, 2023

March 31, 2024

December 31, 2023

Current assets

Prepaid expenses and other current assets

Total current assets

Mineral rights and properties

Development costs

LIABILITIES AND SHAREHOLDERS’ DEFICIT

16 unchanged sentences

Shareholders’ deficit:

Preferred shares, 25,000,000 shares Series A preferred stock -

$ 10.00 stated value;

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

2,500,000 authorized;

9 unchanged sentences

( 1,347,463 )

( 1,684,671 )

Total liabilities and shareholders’ deficit

See accompanying notes to the unaudited consolidated financial statements

See accompanying notes

to the unaudited consolidated financial statements

Magellan Gold Corporation

Consolidated Statements of Operations

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Operating expenses:

7 unchanged sentences

$ ( 130,265 )

$ ( 259,734 )

$ ( 613,557 )

Basic net loss per common share

2 unchanged sentences

Diluted weighted average

See accompanying notes to the unaudited consolidated financial statements

See accompanying notes

to the unaudited consolidated financial statements

Magellan Gold Corporation

Consolidated Statements of Shareholders’ Deficit

For the nine months ended September 30, 2023 and 2022

For the three months ended March 31, 2024 and 2023

Balance, December 31, 2023

1 unchanged sentence

$ ( 1,684,671 )

Shares issued for cash

Shares issued for the acquisition of mineral properties

2 unchanged sentences

$ ( 21,124,043 )

Stock based compensation

Balance, June 30, 2023

$ ( 1,347,463 )

Shares issued for cash

Stock based compensation

Balance, September 30, 2023

$ ( 19,789,476 )

$ ( 484,328 )

Balance, December 31, 2022

1 unchanged sentence

$ ( 1,497,777 )

Shares issued as deferred finance costs

Shares issued for cash

Shares issued for the acquisition of mineral properties

Stock based compensation

1 unchanged sentence

$ ( 19,560,663 )

Shares issued as deferred finance costs

Stock based compensation

Balance, June 30, 2022

$ ( 282,383 )

Shares issued as deferred finance costs

Stock based compensation

Balance, September 30, 2022

$ ( 18,583,370 )

$ ( 670,385 )

See accompanying notes to the unaudited consolidated financial statements

See accompanying notes

to the unaudited consolidated financial statements

Magellan Gold Corporation

Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

$ ( 130,265 )

$ ( 613,557 )

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

Accretion of discounts on notes payable

Stock based compensation

Loss on change in derivative liability

(Gain) loss on change in derivative liability

Changes in operating assets and liabilities:

4 unchanged sentences

Net cash used in operating activities

Investing activities:

Cash paid for development costs

Cash paid for mineral rights

Net cash used in investing activities

Financing activities:

Proceeds from notes payable from third parties

Proceeds from notes payable from related parties

Repayment of advances from related parties

Repayment of convertible debt

10 unchanged sentences

Shares issued for the acquisition of mineral properties

Conversion of Series A preferred stock and accrued dividend

See accompanying notes to the consolidated financial statements

See accompanying notes

to the unaudited consolidated financial statements

MAGELLAN GOLD CORPORATION

7 unchanged sentences

properties to which we have mining rights contain mineral reserves that are economically recoverable.

Our primary focus is to explore and develop mineral

properties in the United States.

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, to advance the exploration

efforts on one or more of the Company’s copper project, Blue Jacket, Copper Cliff or Copper Butte 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.

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.

Note 2 – Summary of Significant Accounting Policies

6 unchanged sentences

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

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

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

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

December 31, 2022.

results for the three months ended March 31, 2024 are not necessarily indicative of the results for the full year.

While we believe that

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

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

Our consolidated financial statements include

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Net Loss per Common Share

We compute basic net loss per common share by

dividing our net loss attributable to common shareholders by our weighted-average number of common shares outstanding during the period.

Computation of diluted net loss per common share adds the weighted-average number of potential common shares outstanding to the weighted-average

common shares outstanding, as calculated for basic net loss per share, except for instances in which there is a net loss.

months ended September 30, 2023, 72,000 stock options, 117,500 warrants, and 2,518,755 shares issuable from convertible notes were considered

for their dilutive effects.

For the nine months ended September 30, 2022, 72,000 stock options, 117,500 warrants, and 1,916,904 shares

issuable from convertible notes were considered for their dilutive effects.

We compute basic net loss per common share

by dividing our net loss attributable to common shareholders by our weighted-average number of common shares outstanding during the

Computation of diluted net loss per common share adds the weighted-average number of potential common shares outstanding to

the weighted-average common shares outstanding, as calculated for basic net loss per share, except for instances in which there is a

For the three months ended March 31, 2024, 72,000

stock options, 117,500

warrants, and 2,213,200

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

For the three months ended March 31,

2023, 72,000 stock

options, 117,500

warrants, and 2,812,471

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

Derivative Financial Instruments

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continue as a going concern.

At September 30, 2023, we had a working capital deficit of $ 1,778,602 , we had not yet generated any significant

At March 31, 2024, we had a working capital deficit of $ 1,870,028 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 21,124,043 .

8 unchanged sentences

Note 3 – Mineral Rights and Properties

Center Star Gold Mine

On July 1, 2020, the Company entered into a Stock

Purchase Agreement to acquire Clearwater Gold Mining Corporation (“Clearwater”) which owns certain unpatented mining claims

in Idaho County, Idaho that include the historic Center Star Gold Mine (“Center Star”) near Elk City, Idaho.

As a result of

the Clearwater acquisition, Gregory Schifrin, the sole shareholder of Clearwater, was appointed to serve as a member of the Company’s

Board on July 1, 2020.

In consideration for 100% of the issued and outstanding shares of Clearwater, the Company has agreed to pay Clearwater’s

sole shareholder 1,000,000 shares of Magellan common stock, $125,000 convertible note and $25,000 in cash.

The 1,000,000 shares are to

be issued to the shareholder on and under the terms as follows:

250,000 shares at the time of closing, 250,000 shares at the time the

Center Mine receives its permit to reopen the main portal of the mine, 250,000 shares at the point the main portal have 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 .

As of September

30, 2023 and December 31, 2022, the Clearwater mineral rights and properties balance totaled $ 0 .

As of September 30, 2023 and December 31, 2022,

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

Golden Idaho Project

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 twelve 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.

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

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

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

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

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

In March 2023, the Company

paid Gold Express Mines, Inc.

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

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

In the event that permitting delays the exploration and

other work programs, the earn-in period shall be extended accordingly.

Allowable expenditures are sampling, drilling, assaying, geologic

mapping and mine site improvements made or performed directly on the existing mine site or expanded mine site.

Consulting fees for work

directly benefiting the Project are also allowed including management of work, preparation of reports, and planning for Future work.

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

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

As part of the agreement, the Company shall make the Bureau

of Land Management claim maintenance fees on the existing claims no later than August 15, 2023, and by August 15 th in ensuing

years during the earn-in period.

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

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

These shall all be allowable expenses under the earn-in

As of September 30, 2023, the $ 100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties

on the balance sheet.

On June 6, 2023, the Company entered a

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

MOU, the Company agreed to earn-in for up to 50% working interest in the 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.

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.

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.

all be allowable expenses under the earn-in agreement.

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.

As of March 31, 2024, the $ 100,000

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

Blue Jacket and Cuprum Project

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

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.

As of March 31, 2024, the total purchase price for the acquisition was determined to be $ 422,565

which consisted of 5,500,000

shares of common stock with a fair value of $ 422,565 .

As of the date of this filing, the Company and GEM have not completed the assignment of leases and the 500,000 shares related to

assignment have not been issued.

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.

As of March 31, 2024, the GEM

mineral rights and properties balance totaled $ 422,565 .

Note 4 – Fair Value of Financial Instruments

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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 September 30, 2023 and December 31, 2022:

hierarchy of those assets and liabilities as of March 31, 2024 and December 31, 2023:

Schedule of fair value of liabilities

Fair value at

September 30, 2023

March 31, 2024

Derivative liability

5 unchanged sentences

The table below presents the change in the fair

value of the derivative liability during the nine months ended September 30, 2023:

value of the derivative liability during the three months ended March 31, 2024:

Schedule of fair value of the derivative liability

1 unchanged sentence

Loss on change in fair value of derivatives

Fair value as of September 30, 2023

Fair value as of March 31, 2024

Note 5 – Notes payable, Convertible Note

Payable and Derivative Liability

Unsecured advances

As of March 31, 2024 and December 31, 2023, the

advances balance totaled $ 39,338 .

Notes payable

During the year ended

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

During the nine months ended September 30, 2023,

the Company entered into an unsecured promissory note totaling $ 21,000 .

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

As of September 30, 2023 and December 31, 2022, the notes payable balance was $ 99,000 and $ 78,000 , with accrued interest of

$ 14,303 and $ 6,130 , respectively.

As of March 31, 2024 and December 31, 2023, the

notes payable balance was $ 100,000 , with accrued interest of $ 20,328 and $ 17,301 , respectively.

The promissory notes bear interest at

12 % per annum and are payable on demand.

Series 2019A 10% Unsecured Convertible Notes

18 unchanged sentences

interest rate on the notes is 12%.

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

accrued interest of $ 33,213 and $ 26,481 , respectively.

As of March 31, 2024 and December 31, 2023, the balance due under these notes is $ 75,000 , with accrued

interest of $ 37,725 and $ 35,481 , respectively.

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

9 unchanged sentences

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

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

As of March 31, 2024 and December 31, 2023, the balance due under

this note is $ 145,978 , with accrued interest of $ 65,670 and $ 62,031 , 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.

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 years.

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 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 September

30, 2023 and December 31, 2022, the balance due to a third party under these notes is $ 200,000 , with accrued interest of $ 52,264 and $ 40,297 ,

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.

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%.

During the three months ended March 31, 2024, $ 10,000

was reclassed from convertible notes related party to convertible notes third party.

As of March 31, 2024 and December 31, 2023, the

balance due to a third party under these notes is $ 210,000

and $ 200,000 , with accrued interest of $ 63,126

and $ 56,297 ,

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.

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 to 12%.

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

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 conversion price shall be the less of 90% of the lowest trading price during the previous twenty (20)

trading day period ending on the issuance date, or during the previous twenty (20) trading day period ending on date of conversion

of this note.

The Company issued the debt holder 266,667

common shares as a commitment fee.

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

recorded as a derivative liability.

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

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

and recorded as a derivative liability.

The day one derivative liability of $ 95,715

was recorded as a discount on the convertible notes payable.

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

In consideration of the extension, the Company issued the debt

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

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.

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.

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,

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 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 nine months ended September 30, 2023, the Company amortized $ 10,000 of debt discount.

the nine months ended September 30, 2023, the Company repaid $ 100,000 of principal on this note.

As of September 30, 2023, the total derivative

liability on the above note was adjusted to a fair value of $ 178,241 .

During the nine months ended September 30, 2023, the Company recognized

an additional $ 10,000 of debt discount and a day one loss of $2,136 related to the $ 10,000 increase in principal amount of the AJB.

debt 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 $0.12

- $0.20, volatility of 237.73% -250.85% 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 September 30, 2023 and December 31, 2022,

the balance on the loan was $ 110,000 and $ 200,000 , net of discount of $ 0 , with accrued interest of $ 17,300 and $ 7,400 , respectively.

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.

On January 2, 2024, GEM, a related party, assumed the debt from AJB Capital Investments, LLC.

31, 2024 and December 31, 2023, the balance on the loan was $ 0

and $ 110,000 ,

net of discount of $ 0 ,

with accrued interest of $ 0

and $ 33,087 ,

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.

During the three months ended March 31, 2024,

the Company issued 85,000 shares of common stock with a fair value of $ 20,938 to a board member of the Company for services provided.

Stock Warrants, Stock Options, and the 2017

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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.

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

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

As of March 31, 2024, the Company had 128,000 shares available for future grant.

Stock option activity within the 2017 Equity Incentive

Plan and warrant activity outside the plan, for the nine months ended September 30, 2023 is as follows:

Plan and warrant activity outside the plan, for the three months ended March 31, 2024 is as follows:

Schedule of options and warrant activity

6 unchanged sentences

Outstanding at December 31, 2023

Outstanding at September 30, 2023

Exercisable at September 30, 2023

As of September 30, 2023, the outstanding stock

options have a weighted average remaining term of 4.07 years and have no intrinsic value, and the outstanding stock warrants have a weighted

average remaining term of 1.68 years and have no intrinsic value.

Outstanding at March 31, 2024

Exercisable at March 31, 2024

As of March 31, 2024, the outstanding stock

options have a weighted average remaining term of 3.57 years and have no intrinsic value, and the outstanding stock

warrants have a weighted average remaining term of 1.18 years and have no intrinsic value.

Note 7 – Commitments and Contingencies

Mining Claims

As part of our acquisition of the Center Star

gold mine project, we acquired 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 September 30, 2023, 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 March 31, 2024, all the unpatented

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

Note 8 – Executive Employment Agreement

Effective August 1, 2020, the Company and Michael

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

Lavigne, in consideration of

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

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 September 30, 2023, 570,000 restricted stock units may be

settled in shares of common stock.

During the nine months ended September 30, 2023, the Company recognized $ 20,583 of stock-based compensation

related to the agreement.

Effective August 1, 2020, the Company and

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

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 March 31, 2024 and

December 31, 2023, 660,000

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

During the three months ended March 31, 2024, the

Company recognized $ 4,770

of stock-based compensation related to the agreement, respectively.

Note 9 – Related Party Transactions

Notes Payable – Related Parties

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 September 30, 2023 and December 31, 2022 the notes payable –

related parties balance was $ 53,000 , with accrued interest of $ 7,806 and $ 3,049 ,

respectively.

As of December 31, 2023, the notes payable

– related parties balance was $ 53,000 ,

with accrued interest of $ 9,409 .

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

During the three months ended March 31, 2024, 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 on demand.

As of March 31, 2024, the notes payable – related parties balance was $ 128,000 ,

with accrued interest of $ 11,770 .

Unsecured advances – related party

As of March 31, 2024 and December 31, 2023, the

advances related party balance totaled $ 21,875 .

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.

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 years.

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 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 September

30, 2023 and December 31, 2022, the balance due to a related party under these notes is $ 60,000 , with accrued interest of $ 16,028 and

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.

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%.

During the three months ended March 31, 2024, $ 10,000

was reclassed from convertible notes related party to convertible notes third party.

As of March 31, 2024 and December 31, 2023, the

balance due to a related party under these notes is $ 50,000

and $ 60,000 , with accrued interest of $ 15,595

and $ 17,238 ,

respectively.

12 unchanged sentences

ended December 31, 2022.

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

As of March 31, 2024 and December 31, 2023, the balance due to a related party under this note was $ 125,000 ,

with accrued interest of $ 14,065 and $ 13,130 , respectively.

Advances- Related Parties

During the year ended December 31, 2022, the CEO

paid $ 938 of expenses on behalf of the Company.

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

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 to 12%.

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

the conversion price.

The conversion price shall be the less of 90% of the lowest trading price during the previous twenty (20)

trading day period ending on the issuance date, or during the previous twenty (20) trading day period ending on date of conversion

of this note.

The Company issued the debt holder 266,667

common shares as a commitment fee.

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

and recorded as a derivative liability.

The day one derivative liability of $ 95,715

was recorded as a discount on the convertible notes payable.

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

In consideration of the extension, the Company issued the debt holder 180,000

shares of common stock valued at $ 54,000 .

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,

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.

On January 2, 2024, GEM, a related party, assumed the debt from AJB Capital Investments, LLC.

consideration for the assumption of debt, the Company issued 250,000

shares of common stock at $ 0.0768

per share for total of $ 19,200

to GEM, for the assumption of the AJB convertible note.

As of March 31, 2024, the total derivative liability

on the above note was adjusted to a fair value of $ 95,662 .

The fair value of the conversion option was estimated using the Black-Scholes

option pricing model and the following assumptions during the period:

fair value of stock $0.12, volatility of 232.85% based on a comparable

company peer group, expected term of 0.50 years, risk-free rate of 5.38% and a dividend yield of 0%.

As of March 31, 2024, the balance on the loan

was $ 110,000 , with accrued interest of $ 36,378 .

Consulting Agreement

On December 29, 2022, the Company entered into

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

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

The consulting agreement provides

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

During the three months ended March 31, 2024, the Company incurred consulting

fees of $ 18,000 .

Conflicts of Interests

Athena Silver Corporation (“Athena”)

is a company under common control.

Gibbs is a significant investor in both Magellan and Athena.

Magellan and Athena are both exploration

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

Silver Saddle Resources, LLC is also a company

under common control.

Gibbs is a significant investor and managing member of Silver Saddle.

Magellan and Silver Saddle are both exploration

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 positions from those that could have resulted had Magellan, Athena,

Silver Saddle and Gold Express been autonomous.

Accrued Interest - Related Parties

As of March 31, 2024, Mr.

Malhotra is no longer

considered a related party, and therefore all amounts due to him have been reclassified out of related party accounts.

Accrued interest due to related parties is included

1 unchanged sentence

Schedule of accrued interest due to related parties

September 30,

Accrued interest payable – Mr.

Joseph Lavigne

Accrued interest payable – Mr.

Accrued interest payable – Gold Express Mines, Inc.

Accrued interest payable – Mr.

Consulting Agreement

On December 29, 2022, the Company entered into

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

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

The consulting agreement provides

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

During the nine months ended September 30, 2023, the Company incurred consulting

fees of $ 54,000 related to this agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements