What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-15 · 159 added, 153 removed, 410 unchanged (43% of the section changed)

Financial Statements

Magellan Copper & Gold Corp.

Magellan Copper &

Consolidated Balance Sheets

June 30, 2025

September 30, 2025

December 31, 2024

21 unchanged sentences

Shareholders' deficit:

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

Preferred shares, 25,000,000 shares Series A preferred stock -

$ 10.00 stated value;

2,500,000 authorized;

0 shares issued and outstanding

Common shares, $ 0.001 par value;

Common shares, $ 0.001

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

8 unchanged sentences

financial statements

Magellan Copper & Gold Corp.

Magellan Copper &

Consolidated Statements of Operations

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Operating expenses:

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Interest expense

Loss on conversion of debt

Gain (loss) on conversion of debt

Gain (loss) on change in derivative liability

Total other income (expense)

Net income (loss)

$ ( 153,277 )

$ ( 335,026 )

Basic net income (loss) per common share

Diluted net income (loss) per common share

$ ( 271,004 )

Basic net loss per common share

Diluted net loss per common share

Basic weighted average

3 unchanged sentences

Magellan Copper & Gold Corp.

Consolidated Statements of Shareholders' Deficit

For the six months ended June 30, 2025 and 2024

Consolidated Statements

of Shareholders' Deficit

months ended September 30, 2025 and 2024

Balance, December 31, 2024

11 unchanged sentences

( 1,858,391 )

Stock based compensation

Balance, September 30, 2025

$ ( 22,098,614 )

$ ( 2,005,675 )

Balance, December 31, 2023

10 unchanged sentences

( 1,415,013 )

Shares issued for the conversion of debt and accrued interest

Stock based compensation

Balance, September 30, 2024

$ ( 21,264,782 )

$ ( 1,387,652 )

See accompanying notes to the unaudited consolidated

financial statements

Magellan Copper & Gold Corp.

Magellan Copper &

Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

Operating activities:

3 unchanged sentences

Stock based compensation

Loss on conversion of debt

(Gain) loss on conversion of debt

(Gain) loss on change in derivative liability

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Accounts payable and accrued liabilities

6 unchanged sentences

Repayment of advances from third parties

Proceeds from advances from third parties

Proceeds from sale of common stock

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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 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

results for the three and nine months ended September 30, 2025 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, 2024.

Our consolidated financial statements include

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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

months ended September 30, 2025, 72,000 stock options and 2,249,002 shares issuable from convertible notes were considered for their dilutive

For the nine 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.

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continue as a going concern.

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

At September 30, 2025, we had a working capital deficit of $ 2,105,675 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 22,098,614 .

22 unchanged sentences

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

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.

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

and $ 100,000 ,

respectively.

As of September 30, 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 County, CA.

In March 2023,

the Company paid Gold Express Mines, Inc.

$100,000, 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 September 30, 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

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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 June 30, 2025 and December 31, 2024:

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

Schedule of fair value of liabilities

Fair value at

June 30, 2025

September 30, 2025

Derivative liability

5 unchanged sentences

The table below presents the change in the fair

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

value of the derivative liability during the nine months ended September 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 June 30, 2025

Fair value as of September 30, 2025

Note 5 – Notes Payable, Convertible Note

1 unchanged sentence

Unsecured advances

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.

During the nine months ended September 30, 2025,

third parties paid $ 42,664 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, 2025 and December 31, 2024, the advances balance totaled $ 42,847 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 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

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

As of September 30, 2025 and December 31, 2024, the notes payable balance was $ 25,000 and $ 68,000 , with accrued interest of $ 9,737 and

$ 21,877 , respectively.

1 unchanged sentence

Series 2019A 10% Unsecured Convertible Notes

In 2019, the Company sold $ 135,000

of Series 2019A 10 %

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.

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.

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 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 September 30, 2025 and December 31, 2024, the balance due under these notes is $ 75,000 , with

accrued interest of $ 51,213 and $ 44,481 , 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 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.

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

balance due under this note is $ 145,978 , with accrued interest of $ 87,547 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.

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.

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

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 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.

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

30, 2025 and December 31, 2024, the balance due to a third party under these notes is $ 160,000 , with accrued interest of $ 64,529 and

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.

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 September 30, 2025 and December 31, 2024, the balance due to a third party under these

notes is $ 160,000 ,

with accrued interest of $ 67,756

and $ 58,182 ,

respectively.

8 unchanged sentences

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

As of June 30 2025, the Company had 128,000 shares available for future grants.

As of September 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 six months ended June 30, 2025 is as follows:

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

Schedule of options and warrant activity

6 unchanged sentences

Outstanding at December 31, 2024

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

the outstanding stock warrants have a weighted average remaining term of 0.20 years and have no intrinsic value.

Outstanding at September 30, 2025

Exercisable at September 30, 2025

As of September 30, 2025,

the outstanding stock options have a weighted average remaining term of 2.07 years and have no intrinsic value.

Note 7 – Commitments and Contingencies

8 unchanged sentences

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

As of June 30, 2025, all the unpatented

As of September 30, 2025, all the unpatented

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

2 unchanged sentences

Lavigne executed a Restricted Stock Unit Agreement pursuant to which the Company agreed to grant to Mr.

Lavigne, in consideration of

services to be rendered as President, CEO and Director, restricted stock units consisting of 15,000 units for each month of service.

vested stock units will be settled in shares of common stock upon or as soon as practicable (a) upon written request any time after December

Lavigne, in consideration of services

to be rendered as President, CEO and Director, restricted stock units consisting of 15,000 units for each month of service.

stock units will be settled in shares of common stock upon or as soon as practicable (a) upon written request any time after December

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

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

As of September 30, 2025 and December 31, 2024, 930,000 and 795,000

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

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

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

During the nine months ended September 30, 2025, the Company

recognized $ 20,252 of stock-based compensation related to the agreement.

Note 9 – Related Party Transactions

2 unchanged sentences

per annum and are payable on demand.

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.

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

was $ 168,000 , with accrued interest of $ 29,616 and $ 20,558 , respectively.

Unsecured advances – related party

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

advances related party balance totaled $ 70,905 .

As of September 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 of the Note.

The Series 2020A Notes are convertible into shares of Common Stock at a conversion price of $0.50 during the life

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

The lenders were issued 142,500 common stock warrants with an exercise price of $0.50 per share for a term of 5 years.

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.

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 September

30, 2025 and December 31, 2024, the balance due to a related party under these notes is $ 50,000 , with accrued interest of $ 21,589 and

10 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.

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.

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

of $ 19,685 and $ 16,880 , respectively.

Convertible Note

45 unchanged sentences

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 .

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 165.17%, expected term

of 0.50 years, risk-free rate of 4.29% and a dividend yield of 0%.

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.

As of September 30, 2025, the total derivative

liability on the above note was adjusted to a fair value of $ 165,610 .

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 $0.19, volatility of 138.40%,

expected term of 0.50 years, risk-free rate of 3.83% and a dividend yield of 0%.

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

the principal balance on the loan was $ 110,000 , with accrued interest of $ 56,160 and $ 46,287 , respectively.

Consulting Agreement

4 unchanged sentences

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

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.

During the nine months ended September 30, 2025, the Company incurred consulting

fees of $ 54,000 .

As of September 30, 2025 and December 31, 2024, the balance due to Rock Creek Mining Company was $ 186,000 and $ 132,000 ,

respectively.

Conflicts of Interests

21 unchanged sentences

Schedule of accrued interest due to related parties

September 30,

Accrued interest payable – Mr.

4 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