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Item 1. Financial Statements

2025-05-15 compared with 2024-11-14 · 231 added, 312 removed, 322 unchanged (63% of the section changed)

Financial Statements

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

Magellan Copper & Gold Corp.

Consolidated Balance Sheets

September 30, 2024

December 31, 2023

Current assets

33 unchanged sentences

Total liabilities and shareholders' deficit

See accompanying notes to the unaudited consolidated financial statements

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

See accompanying notes

to the unaudited consolidated financial statements

Magellan Copper & Gold Corp.

Consolidated Statements of Operations

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Operating expenses:

2 unchanged sentences

Operating loss

Other income (expense):

Other expense:

Interest expense

Gain on conversion of debt

Gain (loss) on change in derivative liability

Total other income (expense)

$ ( 181,246 )

Loss on conversion of debt

Loss on change in derivative liability

Total other expense

$ ( 184,140 )

4 unchanged sentences

Diluted weighted average

See accompanying notes to the unaudited consolidated financial statements

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

See accompanying notes

to the unaudited consolidated financial statements

Magellan Copper & Gold Corp.

Consolidated Statements of Shareholders' Deficit

For the nine months ended September 30, 2024 and 2023

For the three months ended March 31, 2025 and 2024

Balance, December 31, 2024

1 unchanged sentence

( 1,881,883 )

Shares issued for the acquisition of mineral properties

Stock based compensation

Balance, March 31, 2024

( 21,124,043 )

( 1,347,463 )

Stock based compensation

Balance, June 30, 2024

( 21,198,180 )

( 1,415,013 )

Shares issued for cash

Shares issued for the conversion of debt and accrued interest

Stock based compensation

Balance, September 30, 2024

Balance, March 31, 2025

$ ( 21,947,728 )

3 unchanged sentences

( 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 )

See accompanying notes to the unaudited consolidated financial statements

Magellan Copper & Gold Inc.

(Formerly Magellan Gold Corporation)

See accompanying notes

to the unaudited consolidated financial statements

Magellan Copper & Gold Corp.

Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

2 unchanged sentences

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

Accretion of discounts on notes payable

Stock based compensation

Gain on conversion of debt

Loss (gain) on change in derivative liability

Loss on conversion of debt

Loss on change in derivative liability

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Accounts payable and accrued liabilities

2 unchanged sentences

Net cash used in operating activities

Investing activities:

Cash paid for mineral rights

Net cash used in investing activities

Financing activities:

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

Repayment of convertible debt

Proceeds from sale of common stock

10 unchanged sentences

Shares issued for the conversion of debt and accrued interest

See accompanying notes to the unaudited consolidated financial statements

MAGELLAN COPPER & GOLD INC.

(FORMERLY MAGELLAN GOLD CORPORATION)

See accompanying notes

to the unaudited consolidated financial statements

MAGELLAN COPPER & GOLD CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Organization and Nature of Operations

Magellan Copper & Gold Inc.

Magellan Copper & Gold Corp.

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

4 unchanged sentences

On August 1, 2024, the Company amended its articles

of incorporation to change their name from Magellan Gold Corporation to Magellan Copper & Gold Inc.

of incorporation to change their name from Magellan Gold Corporation to Magellan Copper & Gold Corp.

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.

Effective March 31, 2020, we divested our subsidiary holding all our international assets and at that

time planned to advance our Center Star Gold Project located in Idaho County, Idaho.

Since that time we have acquired other mineral project

assets and presently our plans include exploring one or two of the existing projects of the Company (Cable, Blue Jacket, Copper Cliff

and Copper Butte) or acquiring additional mineral projects for development which are close to revenue.

Our mineral lease payments, mineral

claim annual holding costs, permit preparation and exploration and development efforts will require substantial additional capital.

have in the past relied upon the sale of our securities as well as advances and loans from executive management and significant shareholders

to fund our operations since we do not generate any significant revenue.

Note 2 – Summary of Significant Accounting Policies

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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, 2024 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, 2023.

results for the three months ended March 31, 2025 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, 2024, 72,000 stock options, 117,500 warrants, and 1,934,720 shares issuable from convertible notes were considered

for their dilutive effects.

For the nine 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.

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, 2025, 72,000

stock options, 117,500

warrants, and 1,763,994

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

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.

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.

Derivative Financial Instruments

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continue as a going concern.

At September 30, 2024, we had a working capital deficit of $ 1,910,217 , we had not yet generated any significant

At March 31, 2025, we had a working capital deficit of $ 1,966,821 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 21,947,728 .

8 unchanged sentences

Note 3 – Mineral Rights and Properties

On June 6, 2023, the Company entered a memorandum

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

Per the MOU, the Company

agreed to earn-in for up to 50% working interest in the Kris Project, which is comprised of 74 unpatented mining claims located in Plumas

Cable Project

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 also to terminate the then existing earn-in

agreement on the Kris project.

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 the Company

will spend $ 500,000

on the project in allowable expenses.

The timing of this spending is subject to successfully acquiring the permits allowing the work

programs to occur.

The Company will be credited with $100,000 from the termination of the Kris Project towards the $500,000 work requirement,

leaving a net of $400,000 owed towards the earn-in for the Cable Project.

As of March 31, 2025, the Cable Project mineral rights and

properties balance was $ 100,000 .

On June 6, 2023, the Company entered a

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

Per the MOU, the Company agreed

to earn-in for up to 50% working interest in Kris Project, which is comprised of 74 unpatented mining claims located in Plumas

In March 2023, the Company paid Gold Express Mines, Inc.

$ 100,000 , which was recorded as a deposit, and shall spend $400,000

on the Kris Project in allowable expenditures over the next thirty-six months, assuming permitting for the work is obtained.

If permitting

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

Allowable expenditures are sampling,

drilling, assaying, geologic mapping, and mine site improvements made or performed directly on the existing mine site or expanded mine

Consulting fees for work directly benefiting the Project are also allowed including management of work, preparation of reports,

and planning for Future work.

Claim maintenance fees on the existing claims are also allowable expenditures, as are the costs of future

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

As part of the agreement,

the Company shall make the Bureau of Land Management claim maintenance fees on the existing claims no later than August 15, 2023, and

by August 15 th in ensuing years during the earn-in period.

The Company shall pay for the annual Plumas County “notice

of intent to hold” recording costs and any other Plumas County fees or taxes which accrue during the earn-in period.

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 September 30, 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 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 September 30, 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.

of September 30, 2024, the GEM mineral rights and properties balance totaled $ 422,565 .

which was recorded as a deposit, and further committed to spend $ 400,000

on the Kris Project in allowable expenditures over the following thirty-six months.

As part of the agreement, the Company agreed to

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

in ensuing years during the earn-in period.

The Company also was to 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.

On February 2,

2025, the Company agreed to relinquish the earn-in agreement for the Kris Project and transfer its deposit toward the Cable Project

located in Montana.

As of March 31, 2025 and December 31, 2024, the Kris Project mineral rights and properties balance was $ 0 and

$ 100,000 , respectively.

Note 4 – Fair Value of Financial Instruments

21 unchanged sentences

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, 2024 and December 31, 2023:

hierarchy of those assets and liabilities as of March 31, 2025 and December 31, 2024:

Schedule of fair value of liabilities

Fair value at

September 30, 2024

March 31, 2025

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, 2024:

value of the derivative liability during the three months ended March 31, 2025:

Schedule of fair value of the derivative liability

Fair value as of December 31, 2024

Gain on change in fair value of derivatives

Fair value as of September 30, 2024

Loss on change in fair value of derivatives

Fair value as of March 31, 2025

Note 5 – Notes Payable, Convertible Note

1 unchanged sentence

Unsecured advances

During the nine months ended September 30, 2024,

third parties advanced $ 24,500 in cash and paid $ 58,630 of expenses on the Company’s behalf.

During the three months ended March 31, 2025,

third parties paid $ 18,540 of expenses on the Company’s behalf and were repaid $ 93,390 .

The advances are unsecured, non-interest

bearing and are payable on demand.

As of September 30, 2024 and December 31, 2023, the advances balance totaled $ 73,438 and $ 39,338 , respectively.

As of March 31, 2025 and December 31, 2024, the advances balance totaled $ 18,723 and $ 93,573 ,

respectively.

Notes payable

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 September 30, 2024 and December 31, 2023, the notes payable balance was $ 68,000 and

$ 100,000 , with accrued interest of $ 19,843 and $ 17,301 , respectively.

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

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 and recognized a loss of $ 19,950 .

During the three months ended March 31, 2025, the Company repaid notes payable of $ 20,000 .

As of March 31, 2025 and December 31, 2024, the notes payable balance was $ 25,000 and $ 68,000 , with accrued interest of $ 8,233 and

$ 21,877 , respectively.

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

Series 2019A 10% Unsecured Convertible Notes

In 2019, the Company sold $ 135,000 of Series 2019A

10 % Unsecured Convertible Notes.

In 2019, the Company sold $ 135,000 of Series

2019A 10 % Unsecured Convertible Notes.

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

The Series 2019A Notes are

convertible into shares of Common Stock at a conversion price of $ 1.00 during the life of the Note.

The lenders were issued 100,000 common

stock warrants with an exercise price of $2.00 per share.

The Company evaluated the conversion option and concluded a beneficial conversion

feature was present at issuance.

The Company recognized the beneficial conversion feature and relative fair value of the warrants as a

debt discount and additional paid in capital in August and December 2019.

The $ 135,000 debt discount is amortized over the term of the

The Series 2019A

Notes are convertible into shares of Common Stock at a conversion price of $ 1.00 during the life of the Note.

The lenders were issued

100,000 common stock warrants with an exercise price of $2.00 per share.

The Company evaluated the conversion option and concluded a beneficial

conversion feature was present at issuance.

The Company recognized the beneficial conversion feature and relative fair value of the warrants

as a debt discount and additional paid in capital in August and December 2019.

The $ 135,000 debt discount is amortized over the term

The Notes will accrue interest at the rate of 10% per annum, payable quarterly in arrears.

The Notes mature twelve (12) months from

the date of issue.

The Notes mature twelve (12) months

from the date of issue.

The maturity date can be extended at the option of the Company for an additional one (1) year.

2 unchanged sentences

interest rate on the notes is 12%.

As of September 30, 2024 and December 31, 2023, the balance due under these notes is $ 75,000 , with

accrued interest of $ 42,237 and $ 35,481 , respectively.

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

Convertible Note for $ 145,978 due on demand to settle accounts payable.

The purchase price of the 10% Unsecured Convertible Note is equal

to the principal amount of the Note.

The 10% Unsecured Convertible Note is convertible into shares of Common Stock at a conversion price

of $ 1.00 during the life of the Note.

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

The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital in October 2019.

As of March 31, 2025 and December 31, 2024, the balance due under these notes is $ 75,000 , with accrued

interest of $ 46,700 and $ 44,481 , respectively.

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

Unsecured Convertible Note for $ 145,978 due on demand to settle accounts payable.

The purchase price of the 10% Unsecured Convertible

Note is equal to the principal amount of the Note.

The 10% Unsecured Convertible Note is convertible into shares of Common Stock at a

conversion price of $ 1.00 during the life of the Note.

The Company evaluated the conversion option and concluded a beneficial conversion

feature was present at issuance.

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

in October 2019.

The debt discount will be amortized over the term of the loan.

The 10% Unsecured Convertible Note will accrue interest at the rate of

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

As of September 30, 2024 and December 31, 2023, the balance due under

this note is $ 145,978 , with accrued interest of $ 72,989 and $ 62,031 , respectively.

The 10% Unsecured Convertible Note will accrue interest

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

As of March 31, 2025 and December 31, 2024, the balance

due under this note is $ 145,978 , with accrued interest of $ 80,228 and $ 76,628 , 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

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.

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.

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.

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%.

During the nine

months ended September 30, 2024, $ 10,000 was reclassed from convertible notes related party to convertible notes third party.

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 September 30, 2024 and December 31, 2023, the balance

due to a third party under these notes is $ 160,000 and $ 200,000 , with accrued interest of $ 54,991 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.

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.

As of September 30, 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.

31, 2025 and December 31, 2024, the balance due to a third party under these notes is $ 160,000 , with accrued interest of $ 61,338 and

$ 58,182 , respectively.

Note 6 – Stockholders’ Deficit

During the nine months ended September 30, 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.

In March 2025, the Company entered into a subscription

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

Stock Warrants, Stock Options, and the 2017

4 unchanged sentences

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

As of September 30 2024, the Company had 128,000 shares available for future grants.

As of March 31 2025, the Company had 128,000 shares available for future grants.

Stock option activity within the 2017 Equity Incentive

Plan and warrant activity outside the plan, for the nine months ended September 30, 2024 is as follows:

Plan and warrant activity outside the plan, for the three months ended March 31, 2025 is as follows:

Schedule of options and warrant activity

6 unchanged sentences

Outstanding at December 31, 2024

Outstanding at September 30, 2024

Exercisable at September 30, 2024

As of September 30, 2024,

Outstanding at March 31, 2025

Exercisable at March 31, 2025

As of March 31, 2025,

the outstanding stock options have a weighted average remaining term of 2.57 years and have no intrinsic value, and

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

As of September 30, 2024, all the unpatented

As of March 31, 2025, all the unpatented

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

6 unchanged sentences

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

As of September 30, 2024 and December 31, 2023, 750,000 and 615,000

As of March 31, 2025 and December 31, 2024, 840,000 and 795,000

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

During the nine months ended September 30, 2024, the Company

During the three months ended March 31, 2025, the Company

recognized $ 8,220 of stock-based compensation related to the agreement, respectively.

1 unchanged sentence

Notes Payable – Related Parties

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 nine months ended September 30, 2024, the

Company entered into four unsecured promissory notes with GEM totaling $ 115,000 .

The promissory notes bear interest at 5 %

The promissory notes bear interest

per annum and are payable on demand.

As of September 30, 2024 and December 31, 2023, the notes payable – related parties

balance was $ 168,000

and $ 53,000 , with accrued interest of $ 17,523

As of March 31, 2025 and December 31, 2024, the notes payable – related parties balance

was $ 168,000 ,

with accrued interest of $ 23,544

and $ 20,558 ,

1 unchanged sentence

Unsecured advances – related party

During the nine months ended September 30,

2024, a related party paid $ 49,030 of expenses on the Company’s behalf.

As of September 30, 2024 and December 31, 2023, the

advances related party balance totaled $ 70,905 and $ 21,875 ,

respectively.

As of March 31, 2025 and December 31, 2024, the

advances related party balance totaled $ 70,905 .

Series 2020A 8% Unsecured Convertible Notes

17 unchanged sentences

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

During the nine

months ended September 30, 2024, $ 10,000 was reclassed from convertible notes related party to convertible notes third party.

As of September

30, 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

$ 17,600 and $ 17,238 , respectively.

As of March 31,

2025 and December 31, 2024, the balance due to a related party under these notes is $ 50,000 , with accrued interest of $ 19,584 and

$ 18,597 , respectively.

3% Secured Convertible Note

8 unchanged sentences

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 September 30, 2024 and December 31, 2023, the balance due to a related party under this note was $ 125,000 ,

with accrued interest of $ 15,945 and $ 13,130 , respectively.

As of March 31, 2025 and December 31, 2024, the balance due to a related party under this note was $ 125,000 , with accrued interest of

$ 17,805 and $ 16,880 , 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.

February 10, 2021, the Company entered into a debt agreement to borrow $ 200,000 from

AJB Capital Investments LLC.

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 is amortized over the life of the note.

The loan bears interest at a rate of 10%

and has a six-month maturity.

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

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 variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability.

day one derivative liability of $ 95,715 was

recorded as a discount on the convertible notes payable.

In August 2021, the note was extended six months and the interest rate was

increased to 12%.

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 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

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 $ 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 September 30, 2024, the total derivative

liability on the above note was adjusted to a fair value of $ 30,871 .

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 January 2023, the Note was extended to August 11, 2023.

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 is recorded as a debt discount and amortized over the remaining life of the note ending August 11, 2023.

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

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

For consideration for the assumption of the debt, the

Company issued 250,000 shares of common stock at $0.0768 per share for total of $19,200 to GEM.

The assumption

of the note by GEM makes GEM the primary responsible payee of a new and separate note to AJB and the Company the primary responsible

payee to GEM of the original note.

GEM's assumption of the note does not alter the material terms of the note.

The note is currently

As of March 31, 2025, the total derivative liability

on the above note was adjusted to a fair value of $ 129,969 .

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 71.30%, expected term of

0.50 years, risk-free rate of 4.38% and a dividend yield of 0%.

As of September 30, 2024, the balance on the loan

was $ 110,000 , with accrued interest of $ 42,996 .

fair value of stock $0.24, volatility of 164.31%, expected term

of 0.50 years, risk-free rate of 4.23% and a dividend yield of 0%.

As of March 31, 2025 and December 31, 2024,

the principal balance on the loan was $ 110,000 ,

with accrued interest of $ 49,541

and $ 46,287 ,

respectively.

Consulting Agreement

4 unchanged sentences

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

During the nine months ended September 30, 2024, the Company incurred consulting

During the three months ended March 31, 2025, the Company incurred consulting

fees of $ 18,000 .

As of March 31, 2025 and December 31, 2024, the balance due to Rock Creek Mining Company was $ 150,000 and $ 132,000 , respectively.

Conflicts of Interests

18 unchanged sentences

Accrued Interest - Related Parties

As of September 30, 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.

3 unchanged sentences

Accrued interest payable – Gold Express Mines, Inc.

Accrued interest payable – Mr.

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