What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-15 compared with 2024-11-14 · 110 added, 141 removed, 82 unchanged (75% of the section changed)

2 unchanged sentences

We use the terms “Magellan,” “we,”

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

(formerly Magellan Gold Corporation).

The following discussion and analysis provides

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

The following discussion and analysis provide

information that management believes is relevant for an assessment and understanding of our results of operations and financial condition.

23 unchanged sentences

we rely upon the sale of our securities and borrowings from significant investors to fund our operations, as we have not generated any

Effective July 1, 2020, Magellan entered into

a stock purchase agreement to acquire Clearwater Gold Mining Corporation (“Clearwater”) which owns certain unpatented mining

claims in Idaho County, Idaho that include the historic Center Star Gold Mine near Elk City, Idaho.

The Center Star Mine hosts high grade

gold mineralization that was discovered in the early 1900’s.

There was periodic historic production and development work done under

different ownership through the 1980s.

With the high-grade gold mineralization present, Magellan will be evaluating the historic mine

data to assess the potential to develop a gold resource at Center Star.

The project area is located 45 miles from Grangeville, Idaho and

near the town of Elk City, Idaho.

In consideration for 100% of the issued and outstanding

shares of Clearwater, Magellan has agreed to pay its sole shareholder 1,000,000 shares of Magellan common stock and $150,000 in cash.

The cash consideration of $25,000 was paid and the balance of $125,000 is evidenced by a secured promissory note due in two years.

Note is secured by the Clearwater shares and assets.

On January 3, 2023, the Company entered into an

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Pursuant to the agreement, the Seller sold the following

1) Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented mining claims 2) Seafoam District - located

in Custer County, Idaho and consisting of five unpatented mining claims 3) Blacktail District - located in Lemhi County, Idaho and consisting

of eight unpatented mining claims 4) Big-it Project- located in Shoshone County, Idaho consisting of twenty-five unpatented mining claims

and a mineral lease over three unpatented mining claims and 94.86 acres of real property and 5) Terror Gulch (Capparelli Group) located

in Shoshone County, Idaho consisting of twenty-six unpatented mining claims.

As of March 31, 2023, the total purchase price for the acquisition

was determined to be $1,000,000 which consisted of 5,000,000 shares of common stock with a fair value of $1,000,000.

The Company concluded

the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized.

The Company concluded the purchase

of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and

properties on the balance sheet.

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

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

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

properties which the Company acquired:

1) the Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented

mining claims 2) the Seafoam District - located in Custer County, Idaho and consisting of five unpatented mining claims 3) the Blacktail

District - located in Lemhi County, Idaho and consisting of eight unpatented mining claims 4) the Big-it Project- located in Shoshone

County, Idaho consisting of twenty-five unpatented mining claims and a mineral lease over three unpatented mining claims and 94.86 acres

of real property and 5) the Terror Gulch Project (or Capparelli Group) located in Shoshone County, Idaho consisting of twenty-six unpatented

mining claims.

As of March 31, 2023, the total purchase price for the acquisition was determined to be $1,000,000 consisting of 5,000,000

shares of the Company common stock with a fair value of $1,000,000.

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.

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 has 74 unpatented mining claims located in Plumas County, CA.

In March 2023, the Company

paid Gold Express Mines, Inc.

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

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

If permitting delays the exploration and other work programs,

the earn-in period shall be extended accordingly.

Allowable expenditures are sampling, drilling, assaying, geologic mapping, and mine

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

Consulting fees for work directly benefiting

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

Claim maintenance fees

on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are deemed to benefit the Kris

Project, and which are approved by both parties beforehand.

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

claim maintenance fees on the existing claims no later than August 15, 2023, and by August 15 th in ensuing years during the

earn-in period.

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

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

These shall all be allowable expenses under the earn-in 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.

On January 4, 2024 the Company entered into an

asset purchase agreement with Gold Express.

Pursuant to the agreement, the Seller sold the following 1) Copper Butte Project located in

Pinal County, Arizona and consisting of 66 unpatented mining claims 2) Blue Jacket Project located in Idaho County, Idaho and consisting

of 79 unpatented mining claims and 3) Copper Cliff Project located in Adams County, Idaho and consisting of 71 unpatented mining claims

and a mineral lease with option to purchase consisting of patented mining claims known as the Copper Cliff Patented Claims located in

Adams County, Idaho upon landowner approval.

As of September 30, 2024, the total purchase price for the acquisition for the three projects

was determined to be $422,565, to be paid upon landowner approval, consisting of 5,500,000 shares of common stock for the three projects

with a fair market 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 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.

Our primary focus is to advance our Center Star

gold project, our Kris gold project and our copper projects, Blue Jacket, Copper Cliff and Copper Butte towards resource definition and

eventual development, and possibly to acquire additional mineral rights and conduct additional exploration, development and permitting

Our 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.

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

Per the MOU, the Company agreed to earn-in

for up to a 50% working interest in the Kris Project, which consists of 74 unpatented mining claims located in Plumas County, CA.

2023, the Company paid Gold Express Mines, Inc.

$100,000, which was recorded as a deposit, and committed to spend $400,000 on the Kris

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

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.

If permitting delayed the exploration and other

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

Allowable expenditures included sampling, drilling, assaying, geologic

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

Consulting fees for work

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

Claim maintenance fees on the existing claims were also allowable expenditures, as were 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 agreed to

pay 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 also agreed 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.

These were to be allowable expenses

under the earn-in agreement.

However, due to lack of funding the Company failed to pay the claim maintenance fees and county fees in both

August 2023 and August 2024 and such fees were paid for by Gold Express.

On January 4, 2024 the Company entered into a

second asset purchase agreement with Gold Express.

Pursuant to this agreement, the Seller sold the following to the Company:

1) the Copper

Butte Project located in Pinal County, Arizona and consisting of 66 unpatented mining claims 2) the Blue Jacket Project located in Idaho

County, Idaho and consisting of 79 unpatented mining claims and 3) the Copper Cliff Project located in Adams County, Idaho and consisting

of 71 unpatented mining claims and an assignment of a mineral lease with option to purchase covering several adjoining patented mining

The total purchase price for the acquisition for the three projects was 5,500,000 shares of the Company's common stock with a fair

market value of $422,565.

As of the date of this filing, the Company and GEM have not completed the assignment of the mineral lease and

500,000 shares related to the lease assignment have therefore not been issued.

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

On February 2, 2025, the Company canceled the

Kris Project Earn-In and entered into a new memorandum of understanding (“MOU”) for an earn-in agreement with Gold Express

In accordance with this second MOU, the Company agreed to earn-in for up to 45% of the working interest in the Cable Mine

This Project's land package consists of 480 acres of patented mining claims and 500 acres of unpatented mining claims.

the terms of the agreement, over the next 24 months (subject to obtaining permitting) the Company will spend $500,000 on the project in

allowable expenses.

In conjunction with the termination of the Kris Project earn-in, the Company was credited with $100,000 from its prior

investment in the Kris Project towards the $500,00 work requirement on the Cable Project.

This leaves a net balance of $400,000 of allowable

work expenditures to be completed towards the earn-in the Cable Project.

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

balance was $100,000.

Our current focus is to advance the Cable Project

Earn-In and the 100% owned Copper Butte Project towards resource definition and eventual development.

Secondarily, we may acquire additional

mineral projects which could add earlier revenue to the Company.

The Company is currently severely restrained by access to capital and

any plans with respect to its existing or future projects are subject to availability of capital on reasonable terms.

In the past, and

for the foreseeable future, we will continue to rely upon the sale of our securities as well as advances and loans from executive management,

and also from significant shareholders, to fund our operations as we do not generate consistent revenue.

Prospective investors should

note that there is no assurance that additional capital will be available to the Company to carry out its stated work plans.

Results of Operations for the three months

ended September 30, 2024 and 2023

Three months ended September 30,

Operating expenses:

General and administrative expenses

Total operating expenses

Operating loss

Other income (expense):

Interest expense

Gain on conversion of debt

Gain (loss) on change in derivative liability

Total other income (expense)

Operating expenses

the three months ended September 30, 2024, our total operating expenses included general and administrative expenses of $107,170

as compared to $59,194 during the three months ended September 30, 2023.

The $47,976 change was

mainly related to mineral claim payments.

Other income (expense)

three months ended September 30, 2024, total other income was $40,568 as compared to other expense of $122,052 during the three

months ended September 30, 2023.

The $162,620 change was mainly related to change in derivative liability.

Results of Operations for the nine months

ended September 30, 2024 and 2023

Nine months ended September 30,

ended March 31, 2025 and 2024

Three months ended March 31,

Operating expenses:

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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)

Loss on conversion of debt

Loss on change in derivative liability

Total other expense

Operating expenses

the nine months ended September 30, 2024, our total operating expenses included general and administrative expenses of $279,351 as compared

to $160,759 during the nine months ended September 30, 2023.

T he $118,592 increase is primarily associated with increases in mineral

claim payments, professional fees and stock-based compensation.

Other income (expense)

nine months ended September 30, 2024, total other income was $8,347 as compared to other expense of $98,975 during the nine

months ended September 30, 2023.

The $107,322 change was mainly related to change in derivative liability.

the three months ended March 31, 2025, our total operating expenses included general and administrative expenses of $58,036 as

compared to $100,364 during the three months ended March 31, 2024.

The $42,328 change was mainly related to a decrease in stock-based

compensation.

Other expense

three months ended March 31, 2025, total other expense was $126,104 as compared to other expense of $29,901 during the three months

ended March 31, 2024.

The $96,203 change was mainly related to change in derivative liability and loss on conversion of debt.

Liquidity and Capital Resources

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unable to continue as a going concern.

At September 30, 2024, we had not yet generated sufficient revenues or achieved profitable operations

and we have accumulated losses of $21,264,782 We expect to incur further losses in the development of our business, all of which raises

At March 31, 2025, we had not yet generated sufficient revenues or achieved profitable operations,

and we have accumulated losses of $21,947,728.

We expect to incur further losses in the development of our business, all of which raises

substantial doubt about our ability to continue as a going concern.

4 unchanged sentences

in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common

stock but cannot assure that any future financing will occur.

stock but cannot assure that any future debt or equity financing will occur.

A summary of our cash provided by and used in

operating, investing and financing activities is as follows:

Nine months ended September 30,

Three months ended March 31,

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

2 unchanged sentences

Cash end of period

At September 30, 2024,

we had $16,042 in cash and a $1,910,217 working capital deficit.

This compares to cash of $99 and a working capital deficit of $1,784,671

at December 31, 2023.

Net cash used in operating

activities during the nine months ended September 30, 2024 was $122,557 and was mainly comprised of our $271,004 net loss during the period,

adjusted by a non-cash charges of $57,408 of stock compensation and a gain on change in derivative liability of $55,572.

it reflects changes in operating assets and liabilities of $162,940.

At March 31, 2025, we had $5,798 in cash and

a $1,966,821 working capital deficit.

This compares to cash of $896 and a working capital deficit of $1,981,883 at December 31, 2024.

Net cash used in operating activities during the three months ended

March 31, 2025 was $21,708 and was mainly comprised of our $184,140 net loss during the period, adjusted by a non-cash charges of $8,220

of stock compensation, loss on conversion of debt of $19,950 and a loss on change in derivative liability of $82,811.

In addition, it

reflects changes in operating assets and liabilities of $51,451.

Net cash used in operating

activities during the nine months ended September 30, 2023 was $56,757 and was mainly comprised of our $259,734 net loss during the period,

adjusted by a non-cash charges of $20,583 of stock compensation, accretion of discounts on notes payable of $10,000 and a loss on change

in derivative liability of $30,076.

In addition, it reflects changes in operating assets and liabilities of $142,318.

Net cash used in investing

activities during the nine months ended September 30, 2023 was $100,000 which was comprised of cash payment for acquisition of mineral

During the nine months

ended September 30, 2024, net cash provided by financing activities was $138,500 comprised of proceeds from notes payable related parties

and advances from third parties which were offset by repayment of notes payable.

During the nine months

ended September 30, 2023, net cash provided by financing activities was $168,899 which was comprised of $252,600 proceeds from sale of

common stock, $21,000 proceeds from notes payable, third parties, which were offset with the repayment of convertible debt of $100,000

and repayment of advances from third parties of $4,701.

activities during the three months ended March 31, 2024 was $73,917 and was mainly comprised of our $130,265 net loss during the period,

adjusted by a non-cash charges of $44,908 of stock compensation and a loss on change in derivative liability of $9,219.

In addition, it

reflects changes in operating assets and liabilities of $2,221.

During the three months

ended March 31, 2025, net cash provided by financing activities was $26,610 comprised of $140,000 in proceeds sale of common stock were

offset by repayment of notes payable of $20,000 and repayment of advances of $93,390.

During the three months

ended March 31, 2024, net cash provided by financing activities was $75,000 comprised of proceeds from notes payable related parties.

Off Balance Sheet Arrangements

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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 2. Management’s Discussion and Analysis