What changed in this filing

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Item 1. Financial Statements

2025-08-15 compared with 2025-05-15 · 184 added, 174 removed, 379 unchanged (49% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

June 30, 2025

December 31, 2024

Current assets

Prepaid expenses and other current assets

Total current assets

19 unchanged sentences

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

2,500,000 authorized;

0 shares issued and outstanding

1 unchanged sentence

1,000,000,000 shares authorized;

27,379,295 and 26,157,635 shares

issued and outstanding, respectively

27,379,295 and 26,157,635 shares issued and outstanding, respectively

Additional paid-in capital

6 unchanged sentences

Total liabilities and shareholders' deficit

See accompanying notes

to the unaudited consolidated financial statements

See accompanying notes to the unaudited consolidated

financial statements

Magellan Copper & Gold Corp.

Consolidated Statements of Operations

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

2 unchanged sentences

Operating loss

Other expense:

Other income (expense):

Interest expense

Loss on conversion of debt

Loss on change in derivative liability

Total other expense

Gain (loss) on change in derivative liability

Total other income (expense)

Net income (loss)

$ ( 181,749 )

$ ( 204,402 )

Basic net loss per common share

Diluted net loss per common share

Basic net income (loss) per common share

Diluted net income (loss) per common share

Basic weighted average

Diluted weighted average

See accompanying notes

to the unaudited consolidated financial statements

See accompanying notes to the unaudited consolidated

financial statements

Magellan Copper & Gold Corp.

Consolidated Statements of Shareholders' Deficit

For the three months ended March 31, 2025 and 2024

For the six months ended June 30, 2025 and 2024

Balance, December 31, 2024

7 unchanged sentences

( 1,866,821 )

Stock based compensation

Balance, June 30, 2025

$ ( 21,945,337 )

$ ( 1,858,391 )

Balance, December 31, 2023

6 unchanged sentences

( 1,347,463 )

See accompanying notes

to the unaudited consolidated financial statements

Stock based compensation

Balance, June 30, 2024

$ ( 21,198,180 )

$ ( 1,415,013 )

See accompanying notes to the unaudited consolidated

financial statements

Magellan Copper & Gold Corp.

Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

4 unchanged sentences

Loss on conversion of debt

Loss on change in derivative liability

(Gain) Loss on change in derivative liability

Changes in operating assets and liabilities:

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Shares issued for the conversion of debt and accrued interest

See accompanying notes

to the unaudited consolidated financial statements

See accompanying notes to the unaudited consolidated

financial statements

MAGELLAN COPPER & GOLD CORP.

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

On August 1, 2024, the Company amended its articles

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

Our primary focus is to explore and develop mineral

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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 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,

results for the three and six months ended June 30, 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

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

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

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 June 30, 2025, 72,000 stock options, 5,000 warrants, and 1,986,159 shares issuable from convertible notes were considered

for their dilutive effects.

For the six months ended June 30, 2024, 72,000 stock options, 117,500 warrants, and 2,189,156 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.

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

At June 30, 2025, we had a working capital deficit of $ 1,958,391 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 21,945,337 .

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agreement on the Kris project.

The Cable Mine Project consists of 480 acres

of patented mining claims and 500 acres of unpatented mining claims.

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 .

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 June 30, 2025, the Cable Project mineral

rights and properties balance was $ 100,000 .

On June 6, 2023, the Company entered a

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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.

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,

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located in Montana.

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

As of June 30, 2025 and December 31, 2024, the Kris Project mineral rights and properties balance was $ 0

and $ 100,000 ,

respectively.

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the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value

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

hierarchy of those assets and liabilities as of June 30, 2025 and December 31, 2024:

Schedule of fair value of liabilities

Fair value at

March 31, 2025

June 30, 2025

Derivative liability

5 unchanged sentences

The table below presents the change in the fair

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

value of the derivative liability during the six months ended June 30, 2025:

Schedule of fair value of the derivative liability

1 unchanged sentence

Loss on change in fair value of derivatives

Fair value as of March 31, 2025

Fair value as of June 30, 2025

Note 5 – Notes Payable, Convertible Note

1 unchanged sentence

Unsecured advances

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

During the six months ended June 30, 2025,

third parties paid $ 26,040 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 June 30, 2025 and December 31, 2024, the advances

balance totaled $ 26,223 and $ 93,573 ,

respectively.

Notes 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

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

During the six months ended June 30, 2025, the Company repaid notes payable of $ 20,000 .

As of June 30, 2025 and December 31, 2024, the notes payable balance was $ 25,000

and $ 68,000 ,

with accrued interest of $ 8,981 and

respectively.

1 unchanged sentence

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

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

There are two Series

2019A 10% Unsecured Convertible Notes that were due and payable in August 2020 and are currently past due and in default.

interest rate on the notes is 12%.

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.

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.

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 loan.

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

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.

There are two Series 2019A 10% Unsecured Convertible Notes that were due and payable in August 2020

and are currently past due and in default.

The default interest rate on the notes is 12%.

As of June 30, 2025 and December 31, 2024,

the balance due under these notes is $ 75,000 ,

with accrued interest of $ 48,944 and

respectively.

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

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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

As of June 30, 2025 and December 31, 2024, the balance

due under this note is $ 145,978 , with accrued interest of $ 83,867 and $ 76,628 , respectively.

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

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

As of June 30 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 three months ended March 31, 2025 is as follows:

Plan and warrant activity outside the plan, for the six months ended June 30, 2025 is as follows:

Schedule of options and warrant activity

6 unchanged sentences

Outstanding at December 31, 2024

Outstanding at March 31, 2025

Exercisable at March 31, 2025

As of March 31, 2025,

Outstanding at June 30, 2025

Exercisable at June 30, 2025

As of June 30, 2025,

the outstanding stock options have a weighted average remaining term of 2.32 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 March 31, 2025, all the unpatented

As of June 30, 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 March 31, 2025 and December 31, 2024, 840,000 and 795,000

As of June 30, 2025 and December 31, 2024, 885,000 and 795,000

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

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

During the six months ended June 30, 2025, the Company

recognized $ 14,259 of stock-based compensation related to the agreement, respectively.

1 unchanged sentence

Notes Payable – Related Parties

The promissory notes bear interest

The promissory notes bear interest at 5 %

per annum and are payable on demand.

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 ,

respectively.

As of June 30, 2025 and December 31, 2024, the notes payable – related parties balance was

$ 168,000 , with accrued interest of $ 26,564 and $ 20,558 , respectively.

Unsecured advances – related party

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

As of June 30, 2025 and December 31, 2024, the

advances related party balance totaled $ 70,905 .

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

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.

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%.

As of March 31,

30, 2025 and December 31, 2024, the balance due to a related party under these notes is $ 50,000 , with accrued interest of $ 20,581 and

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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.

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.

As of June 30, 2025 and December 31, 2024, the balance due to a related party under this note was $ 125,000 , with accrued interest of $ 18,739 and

$ 16,880 , respectively.

Convertible Note

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

AJB Capital Investments LLC.

On 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.

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

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 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.

to 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.

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

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

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

The incremental value of the debt modification of $54,000 will be recorded over the remaining life of the note ending May 10, 2022.

On May 11, 2022, the Company agreed to a second amendment to extend the maturity of the AJB note to August 10, 2022.

consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.30 per share for a total value

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.

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 $56,000 will be recorded over the

remaining life of the note ending November 9, 2022.

The incremental value of the debt modification of $ 70,000 will be recorded over the remaining

life of the note ending August 10, 2022.

On August 9, 2022, the Company agreed to a third amendment to extend the maturity of the AJB

note to November 9, 2022.

In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.24 per

share for a total value of $56,000.

The incremental value of the debt modification of $56,000 will be recorded over the remaining life

of the note ending November 9, 2022.

In 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.

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

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 past due.

As of June 30, 2025, the total derivative liability

on the above note was adjusted to a fair value of $ 62,200 .

3 unchanged sentences

of 0.50 years, risk-free rate of 4.29% 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.

As of June 30, 2025 and December 31, 2024, the

principal balance on the loan was $ 110,000 , with accrued interest of $ 52,832 and $ 46,287 , respectively.

Consulting Agreement

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

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.

During the six months ended June 30, 2025, the Company incurred consulting fees

of $ 36,000 .

As of June 30, 2025 and December 31, 2024, the balance due to Rock Creek Mining Company was $ 168,000 and $ 132,000 , respectively.

Conflicts of Interests

27 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements