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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-03-31 · 37 added, 135 removed, 46 unchanged (79% of the section changed)

2 unchanged sentences

“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.

This information should be read in conjunction with our audited financial statements, which are included in our Annual Report on Form

10-K for the fiscal years ended December 31, 2024 and 2023.

Forward-Looking Statements

Some of the information presented in this Form

10-K constitutes “forward-looking statements”.

These forward-looking statements include, but are not limited to, statements

that include terms such as “may,” “will,” “intend,” “anticipate,” “estimate,”

“expect,” “continue,” “believe,” “plan,” or the like, as well as all statements that are

not historical facts.

Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to

differ materially from current expectations.

Although we believe our expectations are based on reasonable assumptions within the bounds

of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially from expectations.

All forward-looking statements speak only as of

the date on which they are made.

We undertake no obligation to update such statements to reflect events that occur or circumstances that

exist after the date on which they are made.

We were incorporated on September 28, 2010, in

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.

This information

should be read in conjunction with our audited financial statements, which are included in our Annual Report on Form 10-K for the fiscal

years ended December 31, 2025 and 2025.

We were incorporated on September 28, 2010, in Nevada.

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

We have not presently determined whether the properties

We have not presently determined whether our properties

to which we have mineral rights contain mineral reserves that are economically recoverable.

We have only had limited operations to date, and

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

On July 1, 2020, the Company 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 (“Center Star”) near Elk City, Idaho.

In conjunction

with the Clearwater acquisition, Gregory Schifrin, the sole shareholder of Clearwater, was appointed on July 1, 2020 to serve as a member

of the Company’s Board.

The Company acquired 100% of the issued and outstanding shares of Clearwater in consideration of 1,000,000

shares of Magellan common stock, a $125,000 convertible note and $25,000 in cash.

The contracted share issuance was to be made in

increments as progress was achieved on gaining access to the mine.

To date 750,000 shares have been issued and 250,000 shares are still

pending issuance.

With respect to the convertible secured note, $125,000 plus accrued interest is currently due for payment.

As of December

31, 2023, the Clearwater mineral rights and properties balance totaled $0.

As of December 31, 2023 and 2022, the Company had $0 in capitalized

development costs for the Center Star Project.

On January 3, 2023, the Company entered into an

asset purchase agreement with Gold Express Mines, Inc (“Gold Express”).

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 twelve 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

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, 2024 and 2023, the $100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties

on the balance sheet.

On January 4, 2024, the Company entered into a

purchase agreement with GEM, pursuant to which, among other things (i) the Company agreed to purchase certain mineral assets owned and

controlled by GEM for a purchase price equal to 5,500,000 shares of the Company’s common stock, par value $0.001 per share;

(ii) GEM agreed to assign to the Company a certain lease for mineral properties for a purchase price of 500,000 shares of common stock.

As of December 31, 2024, the total purchase price for the acquisition was determined to be $422,565 which consisted of 5,500,000 shares

of common stock with a fair value of $422,565.

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

leases and the 500,000 shares related to assignment have not been issued.

The Company concluded the transaction qualified as an asset

acquisition and all such acquisition costs have been capitalized.

The Company concluded the purchase of a single set of assets qualified

as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet.

the year ended December 31, 2024, the Company evaluated the GEM mineral rights and properties for impairment and recorded an impairment

expense of $422,565.

As of December 31, 2024, the GEM mineral rights and properties balance totaled $0.

We have only had limited operations to date, and we

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

See Item 1 of this report for information regarding our mining properties.

Results of Operations for the Years Ended December 31, 2025 and 2024

7 unchanged sentences

Interest expense

Gain on conversion of debt

Gain on change in derivative liability

Gain (loss) on conversion of debt

Gain (loss) on change in derivative liability

Total other income (expense)

$ (1,464,036 )

Operating expenses

During the year ended December 31, 2025, our total

operating expenses included general and administrative expenses of $742,503 as compared to $1,424,336 during the year ended December 31,

The $681,833 decrease is primarily associated with the $1,194,274 impairment expense related to the Golden Idaho project and development

costs during the year ended December 31, 2023.

operating expenses were $281,548 as compared to $742,503 during the year ended December 31, 2024.

The $460,955 decrease is primarily associated

with the $422,565 impairment expense related to the Blue Jacket and Cuprum project and development costs during the year ended December

Other income (expenses)

1 unchanged sentence

other expenses were $150,477 as compared to $27,307 during the year ended December 31, 2024.

The $12,393 change was related to a $18,501

decrease in interest expense, $22,437 decrease in derivative liability related to the gain in derivative liability in 2024 and a $16,329

increase in gain on conversion of debt.

The $123,170 change was mainly related to

a $91,878 increase in loss on change in derivative liability and a $36,279 increase in loss on conversion of debt in 2025.

Liquidity and Capital Resources:

12 unchanged sentences

During the year ended December 31, 2025, the Company

entered into unsecured promissory notes totaling $115,000 with a related party.

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.

During the year ended December 31, 2024, the Company

entered into unsecured promissory notes totaling $22,000.

We anticipate that additional funding will be

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 financings will occur.

A summary of our cash provided by and used in

operating, investing, and financing activities is as follows:

issued unsecured promissory notes totaling $115,000 with a related party.

We anticipate that additional funding will be 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 financings will occur.

A summary of our cash provided by and used in operating,

investing, and financing activities is as follows:

Years ended December 31,

Net cash used in operating activities

Net cash used in investing

Net cash provided by financing

Net cash provided by financing activities

Net change in cash

5 unchanged sentences

Net cash used in operating activities during the

year ended December 31, 2024 was $142,703 and was mainly comprised of our $769,810 net loss during the year, adjusted by $422,565 of impairment

expense, stock compensation of $61,983, $16,329 gain on conversion of debt and $39,285 gain on change in derivative liability.

it reflects changes in operating assets and liabilities of $198,173.

Net cash used in operating activities during the

year ended December 31, 2023 was $70,543 and was mainly comprised of our $1,464,036 net loss during the year, adjusted by $1,194,274 of

impairment expense, stock compensation of $24,542, accretion of discounts on notes payable of $10,000 and $61,722 gain on change in derivative

year ended December 31, 2025 was $36,959 and was mainly comprised of our $432,025 net loss during the period, adjusted by non-cash charges

of $100,000 of impairment expense, $29,666 of stock compensation, loss on conversion of debt of $19,950 and a loss on change in derivative

liability of $52,593.

In addition, it reflects changes in operating assets and liabilities of $192,857.

Net cash used in investing activities during

the year ended December 31, 2024 was $0.

Net cash used in investing activities during the year ended December 31, 2023 was $100,000

which was comprised of cash payments for mineral properties.

Net cash provided by financing activities during

the year ended December 31, 2024 was $143,500 comprised of $115,000 proceeds from notes payable from related parties and $29,500 proceeds

Net cash used in operating activities during the year

ended December 31, 2024 was $142,703 and was mainly comprised of our $769,810 net loss during the year, adjusted by $422,565 of impairment

expense, stock compensation expense of $61,983, $16,329 gain on conversion of debt and $39,285 gain on change in derivative liability.

In addition, it reflects changes in operating assets and liabilities of $198,173.

Net cash provided by financing

activities during the year ended December 31, 2025 was $36,610 comprised of $140,000 in proceeds from sale of common stock and $10,000

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

Net cash provided by financing activities during the

year ended December 31, 2024 was $143,500 comprised of $115,000 proceeds from notes payable from related parties and $29,500 proceeds

from advances which were offset by $1,000 repayment of notes payable.

Net cash provided by financing activities during

the year ended December 31, 2023 was $169,899 comprised of $22,000 proceeds from notes payable and $252,600 proceeds from sale of common

stock which were offset by $100,000 repayment of convertible debt and the repayment of advances from related parties of $4,701.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements required by this item

are in Item 15 beginning on page F-1 of this Annual Report on Form 10-K and are incorporated herein by reference.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis