What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-31 compared with 2024-04-18 · 48 added, 33 removed, 133 unchanged (38% of the section changed)

1 unchanged sentence

We use the terms “Magellan,” “we,”

“our,” and “us” to refer to Magellan Gold Corporation.

“our,” and “us” to refer to Magellan Copper & Gold Corp.

The following discussion and analysis provide

36 unchanged sentences

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

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.

As of December

and 2022, the Company had $0 and $194,274 in capitalized development costs for the Center Star Project, respectively.

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

As of December 31, 2023 and 2022, the Company had $0 in capitalized

development costs for the Center Star Project.

On January 3, 2023, the Company entered into an

31 unchanged sentences

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 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 agreement.

As of December 31, 2024 and 2023, the $100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties

on the balance sheet.

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;

(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 December 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.

the year ended December 31, 2024, the Company evaluated the GEM mineral rights and properties for impairment and recorded an impairment

expense of $422,565.

As of December 31, 2024, the GEM mineral rights and properties balance totaled $0.

Results of Operations for the Years Ended December 31, 2024 and

7 unchanged sentences

Interest expense

Gain on conversion of debt

Gain on change in derivative liability

1 unchanged sentence

$ (1,464,036 )

$ (1,559,929 )

Operating expenses

1 unchanged sentence

operating expenses included general and administrative expenses of $742,503 as compared to $1,424,336 during the year ended December 31,

The $143,953 increase is primarily associated with the $1,194,274 impairment expense related to the Golden Idaho project and

development costs during the year ended December 31, 2023.

The $681,833 decrease is primarily associated with the $1,194,274 impairment expense related to the Golden Idaho project and development

costs during the year ended December 31, 2023.

Other income (expenses)

2 unchanged sentences

The $12,393 change was related to a $18,501

decrease in interest expense and a $58,934 increase in derivative liability related to the gain in derivative liability in 2023.

decrease in interest expense, $22,437 decrease in derivative liability related to the gain in derivative liability in 2024 and a $16,329

increase in gain on conversion of debt.

Liquidity and Capital Resources:

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During the year ended December 31, 2024, the Company

entered into unsecured promissory notes totaling $22,000.

entered into unsecured promissory notes totaling $115,000 with a related party.

During the year ended December 31, 2023, the Company

entered into unsecured promissory notes totaling $78,000 and unsecured promissory notes with related parties totaling $53,000.

entered into unsecured promissory notes totaling $22,000.

We anticipate that additional funding will be

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Cash at end of period

At December 31, 2023, we had $99 in cash and a $1,784,671 working capital

At December 31, 2024, we had $896 in cash and a $1,981,883 working

capital deficit.

This compares to $99 in cash and a working capital deficit of $1,784,671 at December 31, 2023.

Net cash used in operating activities during the

year ended December 31, 2024 was $142,703 and was mainly comprised of our $769,810 net loss during the year, adjusted by $422,565 of impairment

expense, stock compensation of $61,983, $16,329 gain on conversion of debt and $39,285 gain on change in derivative liability.

it reflects changes in operating assets and liabilities of $198,173.

Net cash used in operating activities during the

year ended December 31, 2023 was $70,543 and was mainly comprised of our $1,464,036 net loss during the year, adjusted by $1,194,274 of

1 unchanged sentence

In addition, it reflects changes in operating assets and liabilities of $226,399.

Net cash used in operating activities during the

year ended December 31, 2022 was $148,254 and was mainly comprised of our $1,559,929 net loss during the year, adjusted by $1,037,500

of impairment expense, $110,888 of stock compensation and accretion of discounts on notes payable of $201,815.

In addition, it reflects

changes in operating assets and liabilities of $64,260.

Net cash used in investing activities during the

year ended December 31, 2023 was $100,000 which was comprised of cash payments for mineral properties.

Net cash used in investing activities during the

year ended December 31, 2022 was $769 which was comprised of cash payments for development costs.

Net cash used in investing activities during

the year ended December 31, 2024 was $0.

Net cash used in investing activities during the year ended December 31, 2023 was $100,000

which was comprised of cash payments for mineral properties.

Net cash provided by financing activities during

the year ended December 31, 2024 was $143,500 comprised of $115,000 proceeds from notes payable from related parties and $29,500 proceeds

from advances which were offset by $1,000 repayment of notes payable.

Net cash provided by financing activities during

the year ended December 31, 2023 was $169,899 comprised of $22,000 proceeds from notes payable and $252,600 proceeds from sale of common

stock which were offset by $100,000 repayment of convertible debt and the repayment of advances from related parties of $4,701.

Net cash provided by financing activities during

the year ended December 31, 2022 was $131,000 comprised of $78,000 proceeds from notes payable and $53,000 proceeds from notes payable

from related parties.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

3 unchanged sentences

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 7. Management’s Discussion and Analysis