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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-18 · 508 added, 326 removed, 1189 unchanged (41% of the section changed)

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report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject

to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only management’s report in

this Annual Report.

Management’s report was not

subject to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only management’s

report in this Annual Report.

Conclusion Regarding the Effectiveness of Disclosure

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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.

During the quarter ended December 31, 2024,

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.

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CFO and Director on December 27, 2023.

Ryan has in numerous board and

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

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.

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.

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.

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 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.

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 72, 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.

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.

Since 2000, Mr.

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.

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.

From 2005 to 2016, 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.

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.

From 2006 to 2009, he served as a director of U.S.

Silver Corporation, a mining

company producing silver, lead, and zinc.

From 2004 to 2006, Mr.

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.

obtained his bachelor’s degree in history from the University of Idaho in 1975.

Involvement in Certain Legal Proceedings

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Requests can be sent to:

Magellan Gold Corporation,

602 Cedar St., Ste.

Magellan Copper & Gold

Corp., 602 Cedar St., Ste.

205, Wallace, ID 83873.

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Name and Principal

Option Awards

Non equity Incentive Plan Compen-

Nonqualified Deferred Compensation Earnings

All Other Compen-

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

John Ryan, CFO and Director (3)

Incentive Plan Compensation

Nonqualified Deferred Compensation

Michael Lavigne,

CEO and Director

CFO and Director (3)

__________________

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$21,845 and $24,542 of stock-based compensation related to the agreement, respectively.

Employment Agreements

2017 Equity Incentive Plan

We have not adopted any equity compensation or stock option plans,

except as follows:

The Board of Directors of the Company concluded,

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As of the date of this Annual Report, there have been grants made under

the Plan exercisable to purchase 72,000 shares of common stock.

the Plan except options to purchase 72,000 shares of common stock.

Indemnification of Directors and Officers

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as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses,

including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with

the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best

interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was

including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection

with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to

the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his

conduct was unlawful.

Nevada Revised Statutes also provide that to the

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

Insider Trading Arrangements and Policies

We are committed to promoting high standards of ethical business conduct

and compliance with applicable laws, rules and regulations.

As part of this commitment, we have an Insider Trading Policy governing the

purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and others that we believe is reasonably

designed to promote compliance with insider trading laws, rules and regulations.

A copy of our Insider Trading Policy is filed as Exhibit

19 to this Annual Report on Form 10-K

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 April 10, 2024 .

of outstanding common stock owned as of March 31, 2025 .

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

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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 25,827,072

shares outstanding on April 10, 2024 .

Shares and percentages beneficially owned are based upon 26,379,295 shares outstanding on March 31, 2025.

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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our equity compensation plans as of December 31, 2024.

Equity Compensation Plan Information

Compensation Plan Information

Number of securities

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Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Our equity compensation plan is the 2017 Equity Incentive

Equity compensation plans not approved by security

Our equity compensation plan is the 2017 Equity Incentive Plan.

The Company does not have any policies or practices on the timing of

awards of options in relation to the disclosure of material nonpublic information by the Company.

The Company did not issue any options

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

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Accrued interest payable – Mr.

Accrued interest payable – Gold Express Mines, Inc

Accrued interest payable – Mr.

Notes Payable – Related Parties

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.

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

During the year ended December 31, 2024, the Company entered into four unsecured promissory notes with GEM totaling $115,000.

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

As of December 31, 2024 and 2023, the notes payable –

related parties balance was $168,000 and $53,000, with accrued interest of $20,558 and $9,409, respectively.

Unsecured advances – related party

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.

During the year ended December 31, 2024, a related

party paid $49,030 of expenses on the Company’s behalf.

As of December 31, 2024 and 2023, the advances related party balance totaled

$70,905 and $21,875, respectively.

Series 2020A 8% Unsecured Convertible Notes

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

During the year

ended December 31, 2024, $10,000 was reclassed from convertible notes related party to convertible notes third party.

As of December 31,

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.

2024 and 2023, the balance due to a related party under these notes is $50,000 and $60,000, with accrued interest of $18,597 and $17,238,

respectively.

3% Secured Convertible Note

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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.

As of December 31, 2024 and 2023, the balance due to a related party under this note was $125,000, with accrued interest of $16,880 and

$13,130, 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 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.

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.

For 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 December 31, 2024, the total derivative

liability on the above note was adjusted to a fair value of $47,158.

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 $0.085, volatility of 95.24%, expected term

of 0.50 years, risk-free rate of 4.24% and a dividend yield of 0%.

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

was $110,000, with accrued interest of $46,287.

Consulting Agreement

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During the years ended December 31, 2024 and 2023, 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”).

fees of $72,000.

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

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 44.9% of our common stock.

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associated with maintaining such insurance is prohibitive at this time.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTING FEES AND

We understand the need for our principal accountants

121 unchanged sentences

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

Insider Trading Policy and Procedures

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

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Cover Page Interactive Data File (embedded within the Inline XBRL document)**

Incorporated by reference as an Exhibit to Form S-1 as filed with the Commission on May 18, 2011.

Incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Commission on August 25, 2011.

Incorporated by reference as an Exhibit to Quarterly Report on Form 10-Q as filed with the Commission on November 14, 2011.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 7, 2012.

Incorporated by reference as an Exhibit to Current Report on Form 8-K/A-1 as filed with the Commission on March 29, 2012.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on March 30, 2012.

Incorporated by reference as an Exhibit to Annual Report on Form 10-K as filed with the Commission on March 30, 2012.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 30, 2012.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 4, 2013.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 23, 2013.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 2, 2014.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on April 29, 2014.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 2, 2014.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 3, 2015.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 11, 2015.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 2, 2016.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 27, 2016.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 27, 2016.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on March 7, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 20, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 21, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 1, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on September 12, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 11, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 18, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 30, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 6, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 7, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 8, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on December 6, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 10, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K/A as filed with the Commission on April 24, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 19, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 30, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K/A as filed with the Commission on August 1, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 20, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 24, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on September 5, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on September 25, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 6, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 26, 2019.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 7, 2019.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 18, 2019.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 15, 2020.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on May 7, 2020.

Incorporated by reference as an Exhibit

to Form S-1 as filed with the Commission on May 18, 2011.

Incorporated by reference to the Registrant’s

Current Report on Form 8-K, as filed with the Commission on August 25, 2011.

Incorporated by reference as an Exhibit

to Quarterly Report on Form 10-Q as filed with the Commission on November 14, 2011.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on February 7, 2012.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K/A-1 as filed with the Commission on March 29, 2012.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on March 30, 2012.

Incorporated by reference as an Exhibit

to Annual Report on Form 10-K as filed with the Commission on March 30, 2012.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 30, 2012.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on February 4, 2013.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on February 4, 2013.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 23, 2013.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on January 2, 2014.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on April 29, 2014.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 2, 2014.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on February 3, 2015.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 11, 2015.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 2, 2016.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on July 27, 2016.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 27, 2016.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on March 7, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 20, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on July 21, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 1, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on September 12, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 11, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 18, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 30, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on November 6, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on November 7, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on November 8, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on December 6, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on January 10, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K/A as filed with the Commission on April 24, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 19, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 19, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on July 30, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on July 30, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K/A as filed with the Commission on August 1, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K/A as filed with the Commission on August 1, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 20, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 20, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 24, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 24, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 24, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 24, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on September 5, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on September 25, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on November 6, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on November 6, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 26, 2019.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 26, 2019.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 7, 2019.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 18, 2019.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on January 15, 2020.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on May 7, 2020.

(56), (57), (58), (59)

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 20, 2020.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 30, 2020.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 12, 2020.

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.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on July 20, 2020.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on July 30, 2020.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on November 12, 2020.

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.

Furnished, not filed.

MAGELLAN GOLD CORPORATION

MAGELLAN COPPER & GOLD CORP.

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

MAGELLAN GOLD CORPORATION

MAGELLAN COPPER & GOLD CORP.

Report of Independent Registered Public Accounting Firm (PCAOB ID 206 )

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Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Magellan Gold Corporation

Magellan Copper & Gold Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Magellan Gold Corporation and its subsidiary (collectively, the “Company”) as of December 31, 2023 and 2022,

and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the years

then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results

of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the

United States of America.

balance sheets of Magellan Copper & Gold Corp.

(the “Company”) as of December 31, 2024 and 2023, and the related consolidated

statements of operations, share holders’ deficit, and cash flows for the years then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the year

then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

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not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

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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

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

As part of our audits we are required to

obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

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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.

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 audit committee

(1) 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 were no critical audit matters.

/s/ MaloneBailey, LLP

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Houston, Texas

April 17, 2024

Magellan Gold Corporation

March 31, 2025

Magellan Copper & Gold Corp.

Consolidated Balance Sheets

2 unchanged sentences

Current assets

Prepaid expenses and other current assets

Total current assets

Mineral rights and properties

Development costs

LIABILITIES AND SHAREHOLDERS' DEFICIT

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See accompanying notes to the consolidated financial statements

Magellan Gold Corporation

Magellan Copper & Gold Corp.

Consolidated Statements of Operations

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Operating loss

Other expense:

( 1,424,336 )

Other income (expense):

Interest expense

Gain on conversion of debt

Gain on change in derivative liability

Total other expense

Total other income (expense)

$ ( 769,810 )

5 unchanged sentences

See accompanying notes to the consolidated financial statements

Magellan Gold Corporation

Magellan Copper & Gold Corp.

Consolidated Statements of Shareholders' Deficit

3 unchanged sentences

$ ( 1,497,777 )

Shares issued for purchase of Clearwater Gold Mining Corp

Shares issued as deferred finance costs

Shares issued for cash

Shares issued for the acquisition of mineral properties

Stock based compensation

4 unchanged sentences

( 1,684,671 )

Shares issued for cash

Shares issued for the acquisition of mineral properties

Shares issued for the conversion of debt and accrued interest

Stock based compensation

( 1,464,036 )

Balance, December 31, 2024

2 unchanged sentences

See accompanying notes to the consolidated financial statements

Magellan Gold Corporation

Magellan Copper & Gold Corp.

Consolidated Statements of Cash Flows

7 unchanged sentences

Stock based compensation

Gain on conversion of debt

Gain on change in derivative liability

6 unchanged sentences

Investing activities:

Cash paid for development costs

Cash paid for mineral rights

1 unchanged sentence

Financing activities:

Proceeds from notes payable from third parties

Proceeds from notes payable from related parties

Proceeds from notes payable from third parties

Repayment of notes payable from third parties

Proceeds from advances from third parties

Repayment of advances from third parties

11 unchanged sentences

Shares issued for the acquisition of mineral properties

Conversion of Series A preferred stock and accrued dividend

Noncash consideration for purchase of Clearwater Gold Mining Corp

See accompanying notes to the consolidated financial statements

MAGELLAN GOLD CORPORATION

Shares issued for the conversion of debt and accrued interest

See accompanying notes to the unaudited consolidated financial statements

COPPER & GOLD CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Organization and Nature of Operations

Magellan Gold Corporation (“we” “our”,

“us”, the “Company” or “Magellan”) was incorporated on September 28, 2010, under the laws

of the State of Nevada.

Magellan Copper & Gold Corp.

“our”, “us”, the “Company” or “Magellan”) was incorporated on September 28, 2010,

under the laws of the State of Nevada.

Our principal business is the acquisition and exploration of mineral resources.

We have not presently determined

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

We have not presently

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

Our primary focus is to explore and develop mineral

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During the years ended December 31, 2024 and

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

respectively.

2023 the Company evaluated mineral rights and properties for impairment and recorded impairment expense of $ 422,565 and $ 1,194,274 , respectively.

Impairment of Long-lived Assets and Mining Rights

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from convertible notes were considered for their dilutive effects.

Segments Reporting

The Company manages its operations as a single

segment for the purpose of assessing performance and making operating decisions.

The Company’s Chief Operating Decision Maker (“CODM”)

is its executive management committee.

The CODM allocates resources and evaluates the performance of the Company using information about

combined net income from operations.

All significant operating decisions are based upon an analysis of the Company as one operating

segment, which is the same as its reporting segment.

Stock-based Compensation

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Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No.

“Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure

requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment

The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable

We adopted ASU No.

2023-07 during the year ended December 31, 2024.

The Company does not believe that any recently

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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.

As of December 31, 2023, 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 .

As of December 31, 2023, the Company

had $ 0 in capitalized development cost to develop gold resources at Center Star.

Asset Purchase Agreement of January 2023

43 unchanged sentences

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.

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.

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 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 .

Note 4 – Fair Value of Financial Instruments

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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, 2023 and 2022:

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, 2024 and 2023:

Schedule of fair value of liabilities

8 unchanged sentences

The table below presents the change in the fair

value of the derivative liability during the year ended December 31, 2021:

value of the derivative liability during the years ended December 31, 2024 and 2023:

Schedule of fair value of the derivative liability

6 unchanged sentences

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.

During the year ended December 31, 2024, third

parties advanced $ 29,500 in cash and paid $ 24,735 of expenses on the Company’s behalf.

The advances are unsecured, non-interest

bearing and are payable on demand.

During the year ended December 31, 2023, the Company received non-cash advances of $ 25,816 and repaid

As of December 31, 2024 and 2023, the advances balance totaled $ 93,573 and $ 39,338 , respectively.

Notes payable

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 .

On September 11, 2024, the Company entered into

a debt conversion agreement to issue a total of 265,693 shares of our common stock for the conversion of $ 31,000 in principal, $ 6,197

of interest and recognized a gain of $ 5,820 .

As of December 31, 2024 and 2023, the notes payable balance was $ 68,000 and $ 100,000 , with

accrued interest of $ 21,877 and $ 17,301 , respectively.

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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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.

During the year

ended December 31, 2024, $ 10,000 was reclassed from convertible notes related party to convertible notes third party.

On September 20,

2024, the Company entered into a debt conversion agreement to issue a total of 479,870 shares of our common stock for the conversion of

$ 50,000 in principal, $ 17,182 of interest and recognized a gain of $ 10,509 .

As of December 31, 2024 and 2023, the balance due to a third

party under these notes is $ 160,000 and $ 200,000 , with accrued interest of $ 58,182 and $ 56,297 , respectively.

Convertible Note

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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 .

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.

On January 2, 2024, GEM, a related party, assumed the

debt from AJB Capital Investments, LLC.

As of December 31, 2024 and 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

During the year ended December 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.

On January 12, 2023, the Company entered into

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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

maturity of a convertible note to May 10, 2022 .

In consideration of the extension, the Company issued the debtholder 180,000 shares of

common stock valued at $ 54,000 .

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 .

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 .

During the year ended December 31, 2022, the Company

issued Gregory Schifrin 250,000 shares related to the Clearwater acquisition and 537,715 shares for services provided in 2022.

Stock Warrants, Stock Options, and the 2017

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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.

Additionally,

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

As of December 31, 2024, all the unpatented

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

Note 8 – Executive Employment Agreement

Note 8 – Executive Restricted Stock Unit

Effective August 1, 2020, the Company and Michael

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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 .

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.

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

During the year ended December 31, 2024, the Company entered into four unsecured promissory notes with GEM totaling $ 115,000 .

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

As of December 31, 2024 and 2023, the notes payable –

related parties balance was $ 168,000 and $ 53,000 , with accrued interest of $ 20,558 and $ 9,409 , respectively.

Unsecured advances – related party

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.

During the year ended December 31, 2024, a related

party paid $ 49,030 of expenses on the Company’s behalf.

As of December 31, 2024 and 2023, the advances related party balance totaled

$ 70,905 and $ 21,875 , respectively.

Series 2020A 8% Unsecured Convertible Notes

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

During the year

ended December 31, 2024, $ 10,000 was reclassed from convertible notes related party to convertible notes third party.

As of December 31,

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.

2024 and 2023, the balance due to a related party under these notes is $ 50,000 and $ 60,000 , with accrued interest of $ 18,597 and $ 17,238 ,

respectively.

3% Secured Convertible Note

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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.

As of December 31, 2024 and 2023, the balance due to a related party under this note was $ 125,000 , with accrued interest of $ 16,880 and

$ 13,130 , 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 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.

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.

For 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 December 31, 2024, the total derivative

liability on the above note was adjusted to a fair value of $ 47,158 .

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 $0.085, volatility of 95.24%, expected term

of 0.50 years, risk-free rate of 4.24% and a dividend yield of 0%.

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

was $ 110,000 , with accrued interest of $ 46,287 .

Consulting Agreement

5 unchanged sentences

During the years ended December 31, 2024 and 2023, the Company incurred consulting

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

fees of $ 72,000 .

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.

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.

Conflicts of Interests

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Accrued Interest – Related Parties

Accrued interest due to related parties is included

in our consolidated balance sheets as follows:

Accrued interest due to related parties is included in our consolidated

balance sheets as follows:

Schedule of accrued interest due to related parties

Accrued interest payable – Mr.

Accrued interest payable – Joseph Lavine

Accrued interest payable – Mr.

Joseph Lavigne

Accrued interest payable – Mr.

Accrued interest payable – Gold Express Mines, Inc

Accrued interest payable – Mr.

Note 10 – Income Taxes

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Note 11 – Subsequent Events

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

On February 2, 2025 the Company entered a memorandum

of understanding (“MOU”) to enter into an earn-in agreement with Gold Express Mines, Inc.

In accordance with the MOU, the

Company agreed to earn-in up to 45% of the working interest in the Cable Mine Project and terminate the earn-in agreement on the Kris

project with Gold Express Mines, Inc.

The Cable Mine Project consists of 480 acres of patented mining claims and 500 acres of unpatented

mining claims.

Under the terms of the agreement over the next 24 months, after permitting is obtained, the Company will spend $500,000

on the project in allowable expenses.

The Company will be credited with $100,000 from the termination of the Kris Project towards the

$500,00 work requirement, leaving a net of $400,000 owed towards the earn-in the Cable Project.

On February 27, 2025, the Company entered into a debt conversion agreement

to issue a total of 221,660 shares of our common stock for the conversion of $23,000 in principal and $8,032 of interest.

Subsequent to December 31, 2024, the Company has

received $112,000 in cash proceeds for the sale of common stock.

As of the date of this report, no shares have been issued.

Pursuant to the requirements of Section 13 or

1 unchanged sentence

thereunto duly authorized.

MAGELLAN GOLD CORPORATION

April 17, 2024

MAGELLAN COPPER & GOLD CORP.

March 31, 2025

/s/ Michael B.

5 unchanged sentences

Chief Executive Officer, President and Director

April 17, 2024

March 31, 2025

(Principal Executive Officer)

Chief Financial Officer and Director

April 17, 2024

March 31, 2025

(Principal Financial and Accounting Officer)

/s/ Greg Schifrin

April 17, 2024

March 31, 2025

Greg Schifrin

/s/ Howard Crosby

April 17, 2024

March 31, 2025

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