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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 763 added, 929 removed, 768 unchanged (69% of the section changed)

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Disclosure Controls and Procedures

Disclosure controls and procedures are designed

to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized,

Disclosure controls and procedures are designed to

ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized,

and reported, within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated

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assurance regarding management’s control objectives.

Our management, with the participation of our

CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered

Our management, with the participation of our CEO,

evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered

by this Report.

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Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f).

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f).

Our internal control

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reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S.

Our internal control over financial reporting

includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly

reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with U.S.

GAAP and our receipts and expenditures are being made only in accordance

with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of

unauthorized acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

All internal control systems, no matter how well designed, have

inherent limitations, including the possibility of human error and the circumvention of overriding controls.

Accordingly, even effective

internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation.

projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of

changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our

internal control over financial reporting as of December 31, 2024.

In making this assessment, it used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

this evaluation, management concluded that that our internal control over financial reporting was not effective as of December 31, 2024.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, concluded we have a material weakness

Our internal control over financial reporting includes

those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with U.S.

GAAP and our receipts and expenditures are being made only in accordance with

authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of our assets that could have a material effect on our consolidated financial statements.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

All internal control systems, no matter how well designed, have inherent

limitations, including the possibility of human error and the circumvention of overriding controls.

Accordingly, even effective internal

control over financial reporting can provide only reasonable assurance with respect to financial statement preparation.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2025.

In making this assessment, it used the criteria set forth by the Committee of

Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

Based on this

evaluation, management concluded that that our internal control over financial reporting was not effective as of December 31, 2025.

management, with the participation of our Chief Executive Officer and our Chief Financial Officer, concluded we have a material weakness

due to lack of segregation of duties and a limited corporate governance structure.

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Lack of independent directors.

While we strive to segregate duties as much as

practicable, there is an insufficient volume of transactions at this point in time to justify additional full-time staff.

We believe that

this is typical in many exploration stage companies.

We may not be able to fully remediate the material weakness until we commence mining

operations at which time we would expect to hire more staff.

We will continue to monitor and assess the costs and benefits of additional

While we strive to segregate duties as much as practicable,

there is insufficient revenue at this point in time to justify additional full-time staff.

We believe that this is typical in many exploration

stage companies.

We may not be able to fully remediate the material weakness until we commence mining operations at which time we would

expect to hire more staff.

We will continue to monitor and assess the costs and benefits of additional staffing.

This Annual Report does not include an attestation

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report in this Annual Report.

Conclusion Regarding the Effectiveness of Disclosure

Controls and Procedures:

We maintain disclosure controls and procedures

that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized,

and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to management, to allow timely decisions regarding required disclosure.

Management necessarily applied its judgment in assessing the costs

and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s

control objectives.

Our management, with the participation of our

Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls

and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report.

this evaluation, management concluded that the design and operation of our disclosure controls and procedures were not effective as of

such date to provide assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such

information is accumulated and communicated to management as appropriate, to allow timely decisions regarding disclosures.

Changes in Internal Control Over Financial

There were no changes in our internal control

over financial reporting that occurred during the fiscal quarter ended December 31, 2024, that has materially affected, or is reasonably

likely to materially affect, our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over

financial reporting that occurred during the fiscal quarter ended December 31, 2025, that has materially affected, or is reasonably likely

to materially affect, our internal control over financial reporting.

OTHER INFORMATION.

During the quarter ended December 31, 2024,

no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1

trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the quarter ended December 31, 2025, no

director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading

arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENTS INSPECTIONS.

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CEO & Director

CFO & Director

Howard Crosby

Greg Schifrin

Gregory Schifrin, age 65, was appointed

Director on July 1, 2020.

Schifrin, age 65, has been a Geologist for

more than 35 years, specializing in precious, base metals, rare earth and uranium exploration and development.

Previously he served as

the CEO and a member of the Board of Director at Blackrock Gold Corp.

Michael Lavigne, age 68, was appointed

CEO and Director on August 1, 2020.

Gregory Schifrin, age 66, was appointed Director

on July 1, 2020.

Schifrin, age 66, has been a Geologist for more

than 35 years, specializing in precious, base metals, rare earth and uranium exploration and development.

Previously he served as the

CEO and a member of the Board of Director at Blackrock Gold Corp.

Michael Lavigne, age 69, was appointed CEO

and Director on August 1, 2020.

Lavigne has been involved in the mining industry

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Lavigne received his BA in Accounting from the University of Idaho and JD from the Gonzaga University School of Law.

Ryan, age 63, was appointed

CFO and Director on December 27, 2023.

Ryan has in numerous board and management

positions of junior resource companies for the past thirty years.

Since May 2021 Mr.

Ryan has served as the Secretary of Key Metals Corp.,

a mining company with development state projects in Chile.

Since December 2021, Mr.

Ryan has served as a Vice President and

Director of LGX Energy, Inc., an oil and gas exploration company.

Since June 2020, Mr.

Ryan has served as the Chief Executive

Officer and Chairman of the board of directors of Gold Express Mines, Inc., a multi-commodity mining company focused on the discovery,

development, and production of precious and base metal assets.

Since September 2013, Mr.

Ryan has served as Chief Executive Officer

of Premium Exploration, Inc., a gold exploration company.

From November 2016 to September 2020, Mr.

Ryan served as a director of

Bunker Hill Mining Corp., a development stage mining company, and for a portion of that time Mr.

Ryan also served as Interim CEO.

obtained his Bachelor of Science degree in mining engineering from the University of Idaho in 1985, and his Juris Doctor from Boston College

Law School in 1992.

Howard Crosby, age 72, was appointed Director

on December 27, 2023.

Crosby has extensive experience as a

director and investor in mining companies and has extensive experience in corporate finance.

Crosby founded LGX Energy Corp.,

an oil and gas exploration company, and since December 2021 has served as its Chief Executive Officer.

Since 2000, Mr.

has served as the President of Crosby Enterprises, a consulting firm focused on the natural resources space including oil, gas, and mining.

Since September 2020, Mr.

Crosby has served as Vice President and director of Gold Express Mines, Inc., a multi-commodity mining

company focused on the discovery, development, and production of precious and base metal assets, and since October 2014 has served

as the Chairman of the board of Desert Hawk Gold Corp., a gold mining company.

From 2005 to 2016, Mr.

Crosby served as a director

of White Mountain Titanium Corp., a titanium company, and a company he founded.

From 2015 to 2018, Mr.

Crosby served as director of Bunker

Hill Mining Corp., a mining company and from 2015 to 2018.

From 2006 to 2009, he served as a director of U.S.

Silver Corporation, a mining

company producing silver, lead, and zinc.

From 2004 to 2006, Mr.

Crosby served as a director of High Plains Uranium, Inc., a minerals

company, and from 1993 to 2005, he served as the Chief Executive Officer of Cadence Resources Corp., a natural resources company.

obtained his bachelor’s degree in history from the University of Idaho in 1975.

Involvement in Certain Legal Proceedings

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been found by a court of competent jurisdiction in a civil action, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

With respect to Mr.

Crosby and Mr.

Ryan were and are currently Directors of Premium Exploration (USA) Inc., a Nevada corporation and a subsidiary of Premium

Exploration, Inc., a British Columbia corporation.

Premium Exploration (USA) Inc.

filed for Chapter 11 bankruptcy protection in June 2015

and exited bankruptcy in August 2016.

Crosby and Mr.

Ryan were also Directors of Northstar Offshore Group LLC, an oil and gas development

company which entered bankruptcy in March 2016 and was liquidated in June 2017.

Crosby and Mr.

Ryan are also currently Directors of

Desert Hawk Gold Corp.

a Nevada corporation which recently filed for Chapter 11 bankruptcy protection in April 2024.

Family Relationships

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Director Independence

Our common stock is listed on the OTC Pink Market

of the OTC Markets Group, Inc.

Our common stock is listed on the OTCIQ of the OTC

Markets Group, Inc.

inter-dealer quotation systems, which does not have director independence requirements.

Nevertheless, for

purposes of determining director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15).

Two of our four

directors, Michael Lavigne and John Ryan, are officers of the corporation and are not considered independent.

Nevertheless, for purposes

of determining director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15).

Our directors, Michael

Lavigne and Greg Schifrin, are officers of the corporation and are not considered independent.

Board Meetings

During the years ended December 31, 2024

and 2023, our Board members engaged in frequent informal discussions;

and all Board actions have been undertaken by unanimous written

During the years ended December 31, 2025 and

2024, our Board members engaged in frequent informal discussions;

and all Board actions have been undertaken by unanimous written consent.

Committees of the Board of Directors

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Compliance with Section 16(a), Beneficial Ownership

Under the Securities Laws of the United States,

our directors, executive (and certain other) officers, and any persons holding more than ten percent (10%) of our common stock during

any part of our most recent fiscal year are required to report their ownership of common stock and any changes in that ownership to the

Specific due dates for these reports have been established and we are required to report in this Report any failure to file by these

During the year ended December 31, 2024, all these filing requirements were satisfied by our officers, directors, and ten-percent

In making these statements, we have relied on the written representation of our directors and officers or copies of the reports

that they have filed with the Commission.

Under the Securities Laws of the United States, our

directors, executive (and certain other) officers, and any persons holding more than ten percent (10%) of our common stock during any

part of our most recent fiscal year are required to report their ownership of common stock and any changes in that ownership to the SEC.

Specific due dates for these reports have been established and we are required to report in this Report any failure to file by these dates.

During the year ended December 31, 2025, all these filing requirements were satisfied by our officers, directors, and ten-percent holders.

In making these statements, we have relied on the written representation of our directors and officers or copies of the reports that they

have filed with the Commission.

Code of Ethics

We have adopted a Code of Ethics that apples to,

among other persons, our company’s principal executive officer, as well as persons performing similar functions.

As adopted, our

Code of Ethics sets forth written guidelines to promote:

We have adopted a Code of Ethics that apples to, among

other persons, our company’s principal executive officer, as well as persons performing similar functions.

As adopted, our Code

of Ethics sets forth written guidelines to promote:

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

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Our Code of Ethics is on file with the SEC.

will provide a copy of the Code of Ethics to any person without charge, upon request.

provide a copy of the Code of Ethics to any person without charge, upon request.

Requests can be sent to:

Magellan Copper & Gold

Corp., 602 Cedar St., Ste.

Magellan Copper & Gold Corp.,

602 Cedar St., Ste.

205, Wallace, ID 83873.

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Director Compensation

Our directors receive no compensation for their

services as director.

Our directors receive no compensation for their services

Executive Compensation

The following table sets forth all compensation

paid to our Named Executive Officers for the years ended December 31, 2024 and 2023:

The following table sets forth all compensation paid

to our Named Executive Officers for the years ended December 31, 2025 and 2024:

SUMMARY COMPENSATION TABLE

Name and Principal

Incentive Plan Compensation

Nonqualified Deferred Compensation

Non equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All Other Compensation

Michael Lavigne,

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John Ryan was appointed CFO and as a Director on December 27, 2023.

As of the date of this filing the Board has not set his annual compensation and has not yet awarded Mr.

Ryan stock and option awards.

Restricted Stock Unit Agreement

Effective August 1, 2020, the Company, and Michael

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

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

As of December 31, 2024 and 2023, 795,000 and 615,000 restricted

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

During the years ended December 31, 2024 and 2023, the Company recognized

$21,845 and $24,542 of stock-based compensation related to the agreement, respectively.

On September 19, 2025, Mr.

Ryan resigned as CFO.

2017 Equity Incentive Plan

The Board of Directors of the Company concluded,

to attract and hire key technical personnel and management, as our Company grows, it will be necessary to offer option packages in

order to compete effectively with other companies seeking the support of these highly qualified individuals.

After careful consideration,

the Board recommended the approval of the Company’s 2017 Equity Incentive Plan as being in the best interests of Stockholders.

The Board of Directors of the Company concluded, to

attract and hire key technical personnel and management, as our Company grows, it will be necessary to offer option packages in order

to compete effectively with other companies seeking the support of these highly qualified individuals.

After careful consideration, the

Board recommended the approval of the Company’s 2017 Equity Incentive Plan as being in the best interests of Stockholders.

Effective September 1, 2017, the 2017 Equity Incentive

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The Company is authorized to grant rights to acquire up to a maximum of 200,000 shares of common stock under the Plan.

The Plan is authorized to grant incentive stock options that qualify under Section 422 of the Internal Revenue Code of 1986, as amended.

The 2017 Plan provides for the grant of (1) both

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

(collectively, “Stock Awards”).

Incentive stock options granted under the 2017 Plan are intended to qualify as “incentive

stock options” within the meaning of Section 422 of the Code.

Non-statutory stock options granted under the 2017 Plan are intended

not to qualify as incentive stock options under the Code.

As of the date of this Annual Report, there have been grants made under

The 2017 Plan provides for the grant of (1) both incentive

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

“Stock Awards”).

Incentive stock options granted under the 2017 Plan are intended to qualify as “incentive stock options”

within the meaning of Section 422 of the Code.

Non-statutory stock options granted under the 2017 Plan are intended not to qualify as

incentive stock options under the Code.

As of the date of this Annual Report, there have been no grants made under

the Plan except options to purchase 72,000 shares of common stock.

Indemnification of Directors and Officers

Nevada Revised Statutes provide that a corporation

The Nevada Revised Statutes provide that a corporation

may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit

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conduct was unlawful.

Nevada Revised Statutes also provide that to the

The Nevada Revised Statutes also provide that to the

extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any

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including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Our Articles of Incorporation authorize us to

indemnify our directors and officers to the fullest extent permitted under Nevada Revised Statutes.

Our bylaws set forth the procedures

that must be followed for directors and officers to receive indemnity payments from us.

Our Articles of Incorporation authorize us to indemnify

our directors and officers to the fullest extent permitted under Nevada Revised Statutes.

Our bylaws set forth the procedures that must

be followed for directors and officers to receive indemnity payments from us.

Insider Trading Arrangements and Policies

We are committed to promoting high standards of ethical business conduct

and compliance with applicable laws, rules and regulations.

As part of this commitment, we have an Insider Trading Policy governing the

purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and others that we believe is reasonably

designed to promote compliance with insider trading laws, rules and regulations.

A copy of our Insider Trading Policy is filed as Exhibit

19 to this Annual Report on Form 10-K

We are committed to promoting high standards of ethical

business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, we have an Insider Trading Policy

governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and others that we believe

is reasonably designed to promote compliance with insider trading laws, rules and regulations.

Our Insider Trading Policy was filed as

an exhibit to our 8-K report filed on October 27, 2016.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information with

respect to beneficial ownership of our common stock by:

The following table sets forth information with respect

to beneficial ownership of our common stock by:

each person who beneficially owns more than 5% of our common stock;

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all executive officers and directors as a group.

The following table shows the number of shares owned and the percentage

of outstanding common stock owned as of March 31, 2025 .

Each person has sole voting and investment power with respect to the shares

shown, except as noted.

The following table shows the number of shares owned

and the percentage of outstanding common stock owned as of March 31, 2026.

Each person has sole voting and investment power with respect

to the shares shown, except as noted.

Name and Address of Beneficial Owner (1)

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Ardmore, OK 73041

4,331,775 (4)

Gold Express Mines, Inc.

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Greg Schifrin

Howard Crosby

All officers and directors as a group

(four persons)

(two persons)

__________________

Unless otherwise stated, address is 602 Cedar St., Ste.

Unless otherwise stated, the address for each person in the table is 602 Cedar St., Ste.

205, Wallace, ID 83873

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And 723,616 shares owned by Tri Power Resources, Inc., controlled by Mr.

Does not include an aggregate of 795,000 Restricted Stock Units that may be settled for shares of common stock under certain circumstances.

Does not include 975,000 Restricted Stock Units that may be settled for shares of common stock under certain circumstances.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table contains information about

our equity compensation plans as of December 31, 2024.

Compensation Plan Information

Number of securities

remaining available

for future issuance

Number of securities to be

exercise price of

compensation plans

issued upon exercise of

(excluding securities

outstanding options,

options, warrants

The following table contains information about our

equity compensation plans as of December 31, 2025.

Equity Compensation Plan Information

Plan Category

warrants and rights

Number of securities to be issued upon

exercise of outstanding options, warrants and rights

Weighted-average exercise price of

outstanding options, warrants and rights

Number of securities remaining

available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security

Equity compensation plans not approved by security holders

Our equity compensation plan is the 2017 Equity Incentive Plan.

The Company does not have any policies or practices on the timing of

awards of options in relation to the disclosure of material nonpublic information by the Company.

The Company did not issue any options

The Company does not have any policies or practices

on the timing of awards of options in relation to the disclosure of material nonpublic information by the Company.

The Company did not

issue any options in 2024.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Except as disclosed herein, there have been no

transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our

total assets at year-end for the last two completed fiscal years in which any of our directors, executive officers or beneficial holders

of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates,

has had or will have any direct or material indirect interest.

Except as disclosed herein, there have been no transactions

or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets

at year-end for the last two completed fiscal years in which any of our directors, executive officers or beneficial holders of more than

5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or

will have any direct or material indirect interest.

Management Fees

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Accrued interest payable – Mr.

Joseph Lavigne

Accrued interest payable – Mr.

Accrued interest payable – Gold Express Mines, Inc

Accrued interest payable – Mr.

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

During the year ended December 31, 2024, the Company entered into four unsecured promissory notes with GEM totaling $115,000.

The promissory notes bear interest at 5% per annum and are payable on demand.

As of December 31, 2024 and 2023, the notes payable –

related parties balance was $168,000 and $53,000, with accrued interest of $20,558 and $9,409, respectively.

During the year ended December 31, 2024, the Company

issued four unsecured promissory notes to GEM totaling $115,000.

The promissory notes bear interest at 5% per annum and are payable on

As of December 31, 2025 and 2024, the notes payable – related parties balance was $168,000, with accrued interest of $32,668

and $20,558, respectively.

Unsecured advances – related party

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As of December 31, 2025 and 2024, the advances related party balance totaled

$70,905 and $21,875, respectively.

Series 2020A 8% Unsecured Convertible Notes

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

During the year

ended December 31, 2024, $10,000 was reclassed from convertible notes related party to convertible notes third party.

As of December

2024 and 2023, the balance due to a related party under these notes is $50,000 and $60,000, with accrued interest of $18,597 and $17,238,

31, 2025 and 2024, the balance due to a related party under these notes is $50,000, with accrued interest of $22,597 and $18,597,

respectively.

3% Secured Convertible Note

On July 1, 2020, the Company issued a $125,000

Secured Convertible Note to a related party as part of the purchase of Clearwater Mining Corporation.

The convertible note is secured

by common stock of the Company, matures on July 1, 2022 and will accrue interest at the rate of 3% per annum, payable yearly in arrears

beginning July 1, 2021.

On July 1, 2020, the Company issued a $125,000 Secured

Convertible Note to a related party as part of the purchase of Clearwater Mining Corporation.

The convertible note is secured by common

stock of the Company, matures on July 1, 2022 and will accrue interest at the rate of 3% per annum, payable yearly in arrears beginning

July 1, 2021.

The Note is convertible into shares of Common Stock at a conversion price of $0.50 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 and relative fair value of the warrants as a debt discount and additional paid in capital in July 2019.

As of December 31, 2024 and 2023, the balance due to a related party under this note was $125,000, with accrued interest of $16,880 and

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 July 2019.

As of December

31, 2025 and 2024, the balance due to a related party under this note was $125,000, with accrued interest of $20,630 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.

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.

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.

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.

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 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 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 December 31, 2024, the total derivative

liability on the above note was adjusted to a fair value of $47,158.

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

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

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

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.

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 December 31, 2025, the total derivative liability

on the above note was adjusted to a fair value of $64,741.

The fair value of the conversion option was estimated using the Black-Scholes

2 unchanged sentences

of 0.50 years, risk-free rate of 3.59% and a dividend yield of 0%.

As of December 31, 2024, the balance on the loan

was $110,000, with accrued interest of $46,287.

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

on the loan was $110,000, with accrued interest of $59,487 and $46,287, respectively.

Consulting Agreement

On December 29, 2022, the Company entered into

a two-year consulting agreement with Rock Creek Mining Company commencing on December 1, 2022, to provide consulting and advisory services.

Michael Lavigne, the Company’s CEO, is an officer and a Director of Rock Creek Mining Company.

The consulting agreement provides

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

During the years ended December 31, 2024 and 2023, the Company incurred consulting

fees of $72,000.

On January 4, 2024, we entered into a purchase

agreement (the “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

On December 29, 2022, the Company entered into a two-year

consulting agreement with Rock Creek Mining Company commencing on December 1, 2022, to provide consulting and advisory services.

Lavigne, the Company’s CEO, is an officer and a Director of Rock Creek Mining Company.

The consulting agreement provides for compensation

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

During the years ended December 31, 2025, the Company incurred consulting fees of $72,000.

of December 31, 2025 and 2024, the balance due to Rock Creek Mining Company was $204,000 and $132,000, respectively.

On January 4, 2024, we entered into a purchase agreement

(the “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 (the “Common Stock”);

and (ii) GEM agreed to assign to the Company a certain lease for mineral properties

(the “Cuprum Lease”) for a purchase price of 500,000 shares of Common Stock (collectively, the “Transactions”).

The Purchase Agreement contains representations,

warranties and covenants customary for a transaction of this size and nature.

our CFO and a director, is the President, Chief Executive Officer and a director of GEM, and Howard Crosby, a director, is a director

and (ii) GEM agreed to assign to the Company a certain lease for mineral properties (the “Blue

Jacket and Cuprum Leases”) for a purchase price of 500,000 shares of Common Stock (collectively, the “Transactions”).

The Purchase Agreement contains representations, warranties

and covenants customary for a transaction of this size and nature.

John Ryan, was

our prior CFO and a director, is the President, Chief Executive Officer and a director of GEM, and Howard Crosby, a former director, is

a director of GEM.

GEM owns 47.3% of our common stock.

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$29,666 and $21,845 of stock-based compensation related to the agreement, respectively.

Director Independence

Our common stock is not listed on a national securities

exchange or inter-dealer quotation system.

Under NASDAQ Rule 5605(a)(2) and Item 407(a) of Regulation S-K, a director is not considered

to be independent if he or she is also an executive officer of the corporation.

Our director is considered an executive officer under

Rule 3b-7 of the Exchange Act.

Therefore, our director is not independent.

As a result of our limited operating history and

minimal resources, we believe that we will have difficulty in attracting independent directors.

In addition, we would likely be required

to obtain directors’ and officers’ insurance coverage to attract and retain independent directors.

We believe that the costs

associated with maintaining such insurance is prohibitive at this time.

PRINCIPAL ACCOUNTING FEES AND

PRINCIPAL ACCOUNTING FEES AND SERVICES.

We understand the need for our principal accountants

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The aggregate fees billed for the fiscal years 2025

2024 and 2023 for professional services rendered by our principal accountants for the audit of our annual financial statements and review

of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by our accountants

in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

and 2024 for professional services rendered by our principal accountants for the audit of our annual financial statements and review of

the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by our accountants in

connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

M&K CPAs, PLLC

Audit fees – audit of annual financial statements and review of financial statements included in our quarterly reports, services normally provided by the accountant in connection with statutory and regulatory filings

2 unchanged sentences

All other fees – services provided by our principal accountants other than those identified above

Malone Bailey, LLP

Audit-related fees – related to the performance of audit or review of financial statements not reported under “audit fees”

Tax fees – tax compliance, tax advice and tax planning

All other fees – services provided by our principal accountants other than those identified above

After careful consideration, the Board of Directors

117 unchanged sentences

Cover Page Interactive Data File (embedded within the Inline XBRL document)**

Incorporated by reference as an Exhibit

to Form S-1 as filed with the Commission on May 18, 2011.

Incorporated by reference to the Registrant’s

Current Report on Form 8-K, as filed with the Commission on August 25, 2011.

Incorporated by reference as an Exhibit

to Quarterly Report on Form 10-Q as filed with the Commission on November 14, 2011.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on February 7, 2012.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K/A-1 as filed with the Commission on March 29, 2012.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on March 30, 2012.

Incorporated by reference as an Exhibit

to Annual Report on Form 10-K as filed with the Commission on March 30, 2012.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 30, 2012.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on February 4, 2013.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on February 4, 2013.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 23, 2013.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on January 2, 2014.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on April 29, 2014.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 2, 2014.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on February 3, 2015.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 11, 2015.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 2, 2016.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on July 27, 2016.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 27, 2016.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on March 7, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 20, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on July 21, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 1, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on September 12, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 11, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 18, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 30, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on November 6, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on November 7, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on November 8, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on December 6, 2017.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on January 10, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K/A as filed with the Commission on April 24, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 19, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 19, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on July 30, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on July 30, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K/A as filed with the Commission on August 1, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K/A as filed with the Commission on August 1, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 20, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 20, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 24, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 24, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 24, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on August 24, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on September 5, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on September 25, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on November 6, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on November 6, 2018.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 26, 2019.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on June 26, 2019.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 7, 2019.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on October 18, 2019.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on January 15, 2020.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on May 7, 2020.

Incorporated by reference as an Exhibit to Form S-1 as filed with the Commission on May 18, 2011.

Incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Commission on August 25, 2011.

Incorporated by reference as an Exhibit to Quarterly Report on Form 10-Q as filed with the Commission on November 14, 2011.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 7, 2012.

Incorporated by reference as an Exhibit to Current Report on Form 8-K/A-1 as filed with the Commission on March 29, 2012.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on March 30, 2012.

Incorporated by reference as an Exhibit to Annual Report on Form 10-K as filed with the Commission on March 30, 2012.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 30, 2012.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 4, 2013.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 23, 2013.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 2, 2014.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on April 29, 2014.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 2, 2014.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 3, 2015.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 11, 2015.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 2, 2016.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 27, 2016.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 27, 2016.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on March 7, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 20, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 21, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 1, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on September 12, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 11, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 18, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 30, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 6, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 7, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 8, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on December 6, 2017.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 10, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K/A as filed with the Commission on April 24, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 19, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 30, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K/A as filed with the Commission on August 1, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 20, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 24, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on September 5, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on September 25, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 6, 2018.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 26, 2019.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 7, 2019.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 18, 2019.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 15, 2020.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on May 7, 2020.

(56), (57), (58), (59)

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on July 20, 2020.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on July 30, 2020.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on November 12, 2020.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on April 23, 2021.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on January 8, 2024.

Incorporated by reference as an Exhibit

to Current Report on Form 8-K as filed with the Commission on January 11, 2024.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 20, 2020.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 30, 2020.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 12, 2020.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on April 23, 2021.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 8, 2024.

Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 11, 2024.

Incorporated by reference

to an Exhibit to Annual Report on Form 10-K as filed with the Commission on March 31, 2025.

Filed herewith.

Furnished, not filed.

FORM 10-K SUMMARY.

MAGELLAN COPPER & GOLD CORP.

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

3 unchanged sentences

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Stockholders of

Magellan Copper & Gold Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Magellan Copper & Gold Corp.

(the Company) as of December 31, 2025, and the related consolidated statements of operations,

stockholders’ deficit, and cash flows for the year ended December 31, 2025 and the related notes (collectively referred to as the

"financial statements").

In our opinion, the consolidated financial statements referred to above present fairly, in all material

respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the

year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

The consolidated

financial statements of Magellan Copper and Gold Corp.

as of December 31, 2024 were audited by other auditors whose report dated March

31, 2025 expressed an unqualified opinion on those statements.

Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements,

the Company suffered a net loss from operations and has an accumulated deficit, which raises substantial doubt about its ability to continue

as a going concern.

Management’s plans regarding those matters are discussed in Note 2.

The consolidated financial statements do

not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements

based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audit also included evaluating the accounting principles used and the significant estimates made

by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe our audit provides

a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is

a matter arising from the current period audit of the consolidated financial statements that were communicated, or required to be communicated,

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved

our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our

opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate

opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Going Concern

Due to the net loss for the year, the Company

evaluated the need for a going concern.

Auditing management’s evaluation of a going

concern can be a significant judgement given the fact that the Company uses management estimates on future revenues and expenses which

are not able to be substantiated.

As discussed in Note 2, the Company suffered a

net loss from operations and has an accumulated deficit for the year ended December 31, 2025.

To evaluate the appropriateness of the going concern,

we examined and evaluated the financial information along with management’s plans to mitigate the going concern and management’s

disclosure on going concern.

We have served as the Company’s auditor since 2025

The Woodlands, TX

March 31, 2026

PCAOB ID #2738

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

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We have audited the accompanying consolidated

balance sheets of Magellan Copper & Gold Corp.

(the “Company”) as of December 31, 2024 and 2023, and the related consolidated

statements of operations, share holders’ deficit, and cash flows for the years then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the year

then ended, in conformity with accounting principles generally accepted in the United States of America.

balance sheet of Magellan Copper & Gold Corp (the “Company”) as of December 31, 2024, and the related consolidated statements

of operations, shareholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as

the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity

with accounting principles generally accepted in the United States of America.

Going Concern Matter

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not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

5 unchanged sentences

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance

We conducted our audit in accordance

with the standards of the PCAOB.

3 unchanged sentences

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to

obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness

of the Company's internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

Our audit included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters are matters

arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there were no critical audit matters.

Critical audit matters are matters arising from the current

period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex

We determined that there are no critical audit matters.

/s/ MaloneBailey, LLP

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We have served as the Company's auditor

since 2011 to 2025.

Houston, Texas

5 unchanged sentences

Current assets

Prepaid expenses and other current assets

Total current assets

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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

0 shares issued and

Common shares, $ 0.001 par value;

18 unchanged sentences

Operating loss

( 1,424,336 )

Other income (expense):

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)

12 unchanged sentences

$ ( 1,684,671 )

Shares issued for cash

Shares issued for the acquisition of mineral properties

Shares issued for the conversion of debt and accrued interest

Stock based compensation

( 1,464,036 )

Balance, December 31, 2024

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( 1,881,883 )

Shares issued for the acquisition of mineral properties

Shares issued for cash

Shares issued for the conversion of debt and accrued interest

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Impairment expense

Accretion of discounts on notes payable

Stock based compensation

Gain on conversion of debt

Gain on change in derivative liability

(Gain) loss on conversion of debt

(Gain) loss on change in derivative liability

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Prepaid expenses and other current assets

Accounts payable and accrued liabilities

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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 advances from third parties

Proceeds from sale of common stock

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Shares issued for the conversion of debt and accrued interest

See accompanying notes to the unaudited consolidated financial statements

COPPER & GOLD CORP.

See accompanying notes to the consolidated financial statements

MAGELLAN COPPER & GOLD CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Organization, Basis of Presentation, and Nature of

Note 1 – Organization, Basis of Presentation, and Nature of Operations

Organization and Nature of Operations

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We have not presently

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

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

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, 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.

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 (Center Star and Cable) 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.

We 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

as we have not generated any significant revenue.

since we do not generate any significant revenue.

Note 2 – Summary of Significant Accounting Policies

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The project area is located 45 miles from Grangeville, Idaho and near the town of Elk City, Idaho.

On August 25, 2020, the Company, formed a new

wholly owned subsidiary, M Gold Royalty (“M Gold”), to expand into the royalty business.

This subdivision of the Company may

be discontinued in the near future.

Our consolidated financial statements include

our accounts and the accounts of our 100% owned subsidiary, Clearwater, and M Gold.

On August 25, 2020, the Company, formed a new wholly

owned subsidiary, M Gold Royalty (“M Gold”), to expand into the royalty business.

This subsidiary may be discontinued in the

Our consolidated financial statements include our

accounts and the accounts of our 100% owned subsidiaries, Clearwater, and M Gold.

All intercompany transactions and balances have been

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the period presented.

We make our estimate of the ultimate outcome for

these items based on historical trends and other information available when the financial statements are prepared.

Changes in estimates

are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes

We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the

time they were made.

Actual results could differ from these estimates, making it possible that a change in these estimates could occur

in the near term.

We make our estimates based on historical trends and

other information available when the financial statements are prepared.

Changes in estimates are recognized in accordance with the accounting

rules for the estimate, which is typically in the period when new information becomes available.

We believe that our significant estimates,

assumptions and judgments are reasonable, based upon information available at the time they were made.

Actual results could differ from

these estimates, making it possible that a change in these estimates could occur in the near term.

Fair Value of Financial Instruments

We value our financial assets and liabilities

using fair value measurements.

We value our financial assets and liabilities using

fair value measurements.

Our financial instruments primarily consist of cash, prepaid expenses, other current assets, accounts payable,

accrued liabilities, amounts due to related parties and notes payable to related parties.

Fair value is based on the price that would

be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement

The carrying amount of cash, accounts payable, accrued liabilities, notes payable to related parties and other amounts due to related

parties approximates fair value because of the short-term nature of these financial instruments.

accrued liabilities and notes payable.

Fair value is based on the price that would be received to sell an asset or paid to transfer a

liability in an orderly transaction between market participants at the measurement date.

The carrying amount of cash, prepaid expenses,

accounts payable, accrued liabilities, notes payable and other amounts due to related parties approximates fair value because of the short-term

nature of these financial instruments.

Concentrations of Credit Risk

Our financial instruments which potentially subject us to credit risk

are our cash and cash equivalents.

We maintain our cash and cash equivalents at reputable financial institutions and currently we are

not exposed to significant credit risk.

Our financial instruments which potentially subject us to credit risk are

our cash and cash equivalents.

We maintain our cash and cash equivalents at reputable financial institutions and currently we are not

exposed to significant credit risk.

Cash and Cash Equivalents

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Mineral Rights

We have determined that our mineral rights meet

the definition of mineral rights, as defined by accounting standards, and are tangible assets.

As a result, our direct costs to acquire

or lease mineral rights are initially capitalized as tangible assets.

Mineral rights include costs associated with leasing or acquiring

patented and unpatented mining claims;

leasing mining rights including lease signature bonuses, lease rental payments and advance minimum

royalty payments;

We have determined that our mineral rights meet the

definition of mineral rights, as defined by accounting standards, and are tangible assets.

As a result, our direct costs to acquire or

lease mineral rights are initially capitalized as tangible assets.

Mineral rights include costs associated with leasing or acquiring patented

and unpatented mining claims;

leasing mining rights including lease signature bonuses, lease rental payments and advance minimum royalty

and options to purchase or lease mineral properties.

If we establish proven and probable reserves for

a mineral property and establish that the mineral property can be economically developed, mineral rights will be amortized over the estimated

If we establish proven and probable reserves for a

mineral property and establish that the mineral property can be economically developed, mineral rights will be amortized over the estimated

useful life of the property following the commencement of commercial production or expensed if it is determined that the mineral property

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amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Property and Equipment

Property and equipment are recorded at cost, less

accumulated depreciation.

Property and equipment is amortized on a straight-line basis over its estimated life:

Office and Warehouse – 10 years

Notes Payable – Related Parties

Notes payable to related parties are classified

as current liabilities as either the note holders can control the repayment dates of the notes or maturity dates are within one year of

the reported balance sheet date.

Notes payable to related parties are classified as

current liabilities as either the note holders can control the repayment dates of the notes or maturity dates are within one year of the

reported balance sheet date.

Exploration Costs

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included as mine development costs in our balance sheets.

We recognize deferred tax assets and liabilities

for temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial statements

We recognize deferred tax assets and liabilities for

temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial statements

and the effect of net operating losses based upon the enacted tax rates in effect for the year in which the differences are expected to

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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.

ended December 31, 2024, 72,000 stock options, 117,500 warrants, and 2,476,220 shares issuable from convertible notes were considered

for their dilutive effects.

For the year ended December 31, 2023, 72,000 stock options, 117,500 warrants, and 2,991,341 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 period.

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.

Segments Reporting

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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’s Chief Operating Decision Maker

(“CODM”) is its Chief Executive Officer.

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

operating segment, which is the same as its reporting segment.

Stock-based Compensation

The Company determines the fair value of stock

option awards granted to employees and nonemployees in accordance with FASB ASC Topic 718 – 10.

Compensation cost is measured at

the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.

The Company determines the fair value of stock option

awards granted to employees and nonemployees in accordance with FASB ASC Topic 718 – 10.

Compensation cost is measured at the grant

date based on the value of the award and is recognized over the service period, which is usually the vesting period.

Derivative Financial Instruments

Fair value accounting requires bifurcation of

embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value

for accounting purposes.

In assessing the convertible debt instruments, management determines if the convertible debt host instrument

is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement.

If the instrument is not

considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative

financial instruments under ASC 815.

The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible

instrument would be evaluated for derivative classification.

The Company’s sequencing policy is to evaluate for reclassification

contracts with the earliest maturity date first.

Fair value accounting requires bifurcation of embedded

derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting

In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional

convertible debt and further if there is a beneficial conversion feature requiring measurement.

If the instrument is not considered conventional

convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments

under ASC 815.

The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would

be evaluated for derivative classification.

The Company’s sequencing policy is to evaluate for reclassification contracts with the

earliest maturity date first.

Once determined, derivative liabilities are adjusted

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Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No.

“Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure

requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment

The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable

In December 2023, the FASB issued Accounting Standards Update (“ASU”)

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

ASU 2023-09 requires

enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information.

In particular,

on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information

for reconciling items that meet a quantitative threshold.

Companies will also be required to disclose, on an annual basis, the amount

of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative

The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective

application permitted for all prior periods presented.

We adopted ASU No.

2023-07 during the year ended December 31, 2024.

The Company does not believe that any recently

issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying

2023-09 during the year ended December 31, 2025 with no material

impact to the Company’s financial statements or results of operations.

In November 2024, the FASB issued Accounting Standards Update No.

Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including

the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining

amounts not separately disaggregated.

Entities will also be required to disclose their definition of “selling expenses” and

the total amount in each annual period.

The standard is effective for the Company for annual periods beginning January 1, 2027 and for

interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of this guidance on its disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial

Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides

updates related to CECL guidance for certain short-term receivables.

The ASU is effective for fiscal years beginning after December 15,

The Company is currently evaluating the impact of this guidance on its disclosures.

The Company does not believe that any recently issued

effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying

financial statements.

Liquidity and Going Concern

Our consolidated financial statements have been

prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next

Our consolidated financial statements have been prepared

on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next fiscal

Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements

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continue as a going concern.

At December 31, 2024, we had a working capital deficit of $ 1,981,883 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 21,763,588 .

We expect to incur further losses in the development

of our business, all of which raises substantial doubt as to our ability to continue as a going concern.

Our ability to continue as a

going concern depends on our ability to generate future profits and/or to obtain the necessary financing to meet our obligations arising

from normal business operations when they come due.

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 than any future financings will occur.

At December 31, 2025, we had a working capital deficit of $ 2,093,260 ,

we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $ 22,195,613 .

We expect to incur further losses in the development of our business, all of which raises substantial doubt as to our ability to continue

as a going concern.

Our ability to continue as a going concern depends on our ability to generate future profits and/or to obtain the

necessary financing to meet our obligations arising from normal business operations when they come due.

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 than any future financings will occur.

Note 3 – Mineral Rights and Properties

Center Star Gold Mine

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 to serve as a member of the Company’s

Board on July 1, 2020.

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 as follows 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 .

During the year ended December 31, 2023, the

Company evaluated the development costs for impairment and recorded an impairment expense of $ 194,274 .

As of December 31, 2023, the Company

had $ 0 in capitalized development cost to develop gold resources at Center Star.

Asset Purchase Agreement of January 2023

On January 3, 2023, the Company entered into an

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

In August 2023, the Company reduced the number

of claims at the Seafoam District to three claims, reduced the number of claims at the Blacktail District to five claims, reduced the

number of claims at the Big-It Extension claims from twenty-five to nine claims, and reduced the Golden Project claims from seventy-two

to forty-one claims.

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 totaled

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.

During the year ended December 31, 2025, the Company

evaluated the Cable Project mineral rights and properties for impairment and recorded an impairment expense of $ 100,000 .

As of December

31, 2025, the Cable Project mineral rights and properties balance was $ 0 .

On June 6, 2023, the Company entered a memorandum

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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

$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.

These shall all be allowable expenses under the earn-in

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 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 December 31, 2025 and

2024, the Kris Project mineral rights and properties balance was $ 0 and $ 100,000 , respectively.

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 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 .

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;

and (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.

During 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 .

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

Note 4 – Fair Value of Financial Instruments

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markets for identical assets or liabilities at the measurement date.

Level 2 – Quoted prices for similar

assets or liabilities in active markets;

Level 2 – Quoted prices for similar assets

or liabilities in active markets;

quoted prices for identical or similar assets and liabilities in markets that are not active;

or other inputs that are observable and can be corroborated by observable market data.

inputs that are observable and can be corroborated by observable market data.

Level 3 – Inputs reflecting management’s

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are unobservable in the market and significant to the valuation of the instruments.

A financial instrument’s categorization

within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

A financial instrument’s categorization within

the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The carrying values for cash and cash equivalents,

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at fair value have been categorized based upon a fair value hierarchy.

The following table presents information about

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

The following table presents information about 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 December 31, 2025 and 2024:

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Derivative liability

There were no transfers between Level 1, 2 or

3 during the period.

The table below presents the change in the fair

value of the derivative liability during the years ended December 31, 2024 and 2023:

There were no transfers between Level 1, 2 or 3 during

The table below presents the change in the fair value

of the derivative liability during the years ended December 31, 2024 and 2023:

Schedule of fair value of the derivative liability

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Fair value as of December 31, 2024

Gain on change in fair value of derivatives

Loss on change in fair value of derivatives

Fair value as of December 31, 2025

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Unsecured advances

During the year ended December 31, 2024, third

parties advanced $ 29,500 in cash and paid $ 24,735 of expenses on the Company’s behalf.

During the year ended December 31, 2024, third parties

advanced $ 29,500 in cash and paid $ 24,735 of expenses on the Company’s behalf.

During the year ended December 31, 2025, third parties

advanced $ 10,000 , paid $ 57,805 of expenses on the Company’s behalf and were repaid $ 93,390 .

The advances are unsecured, non-interest

bearing and are payable on demand.

During the year ended December 31, 2023, the Company received non-cash advances of $ 25,816 and repaid

As of December 31, 2025 and 2024, the advances balance totaled $ 67,988 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 December 31, 2024 and 2023, the notes payable balance was $ 68,000 and $ 100,000 , with

accrued interest of $ 21,877 and $ 17,301 , respectively.

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 year ended December 31, 2025, the Company repaid notes payable of $ 20,000 .

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

and $ 68,000 ,

with accrued interest of $ 10,493

and $ 21,877 ,

respectively.

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

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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 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

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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 $ 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 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.

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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.

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 December 31, 2024 and 2023, the balance due under this note

is $ 145,978 , with accrued interest of $ 76,628 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 December 31, 2025 and 2024, the balance due under

this note is $ 145,978 , with accrued interest of $ 91,226 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 year

ended December 31, 2024, $ 10,000 was reclassed from convertible notes related party to convertible notes third party.

On September 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 December 31, 2024 and 2023, the balance due to a third

party under these notes is $ 160,000 and $ 200,000 , with accrued interest of $ 58,182 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 December 31, 2024 and 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.

As of December

31, 2025 and 2024, the balance due to a third party under these notes is $ 160,000 , with accrued interest of $ 70,982 and $ 58,182 , respectively.

Note 6 – Stockholders’ Deficit

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 .

During the year ended December 31, 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.

On January 12, 2023, the Company entered into

a subscription agreement with a related party to issue 714,286 shares of common stock at $0.14 per share for total cash proceeds of $ 100,000 .

On March 24, 2023, the Company entered into a

subscription agreement with Gold Express Mines, Inc.

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

On September 19, 2023, the Company received proceeds

of $ 12,600 from an investor for the purchase of 90,000 shares of its common stock at a price of $0.14 per share.

Stock Warrants, Stock Options, and the 2017

Equity Incentive Plan:

Stock Warrants, Stock Options, and the 2017 Equity

Incentive Plan:

Under the 2017 Equity Incentive Plan, the Company

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Exercisable at December 31, 2025

As of December 31, 2024, the outstanding stock

options have a weighted average remaining term of 2.82 years and had no intrinsic value, and the outstanding stock warrants have a weighted

average remaining term of 0.43 years and had no intrinsic value.

As of December 31, 2023, the outstanding stock options have a weighted

average remaining term of 3.82 years and had no intrinsic value, and the outstanding stock warrants have a weighted average remaining

term of 1.43 years and had no intrinsic value.

As of December 31, 2025, the outstanding stock options

have a weighted average remaining term of 1.82 years and had no intrinsic value.

As of December 31, 2024, the outstanding stock options

have a weighted average remaining term of 2.82 years and had no intrinsic value, and the outstanding stock warrants have a weighted average

remaining term of 0.43 years and had no intrinsic value.

Note 7 – Commitments and Contingencies

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Notes Payable – Related Parties

As of December 31, 2023, the notes payable –

related parties balance was $ 53,000 , with accrued interest of $ 9,409 .

During the year ended December 31, 2024, the Company

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

The promissory notes bear interest at 5 % per annum and are payable

During the year ended December 31, 2024, the Company entered into four unsecured promissory notes with GEM totaling $ 115,000 .

The promissory notes bear interest at 5 % per annum and are payable on demand.

As of December 31, 2024 and 2023, the notes payable –

related parties balance was $ 168,000 and $ 53,000 , with accrued interest of $ 20,558 and $ 9,409 , respectively.

As of December 31, 2025 and 2024, the notes payable – related parties balance was $ 168,000 , with accrued interest of

$ 32,668 and $ 20,558 , respectively.

Unsecured advances – related party

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As of December 31, 2025 and 2024, the advances related party balance totaled

$ 70,905 and $ 21,875 , respectively.

Series 2020A 8% Unsecured Convertible Notes

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

During the year

ended December 31, 2024, $ 10,000 was reclassed from convertible notes related party to convertible notes third party.

As of December

2024 and 2023, the balance due to a related party under these notes is $ 50,000 and $ 60,000 , with accrued interest of $ 18,597 and $ 17,238 ,

31, 2025 and 2024, the balance due to a related party under these notes is $ 50,000 , with accrued interest of $ 22,597 and $ 18,597 ,

respectively.

3% Secured Convertible Note

On July 1, 2020, the Company issued a $125,000

Secured Convertible Note to a related party as part of the purchase of Clearwater Mining Corporation.

The convertible note is secured

by common stock of the Company, matures on July 1, 2022 and will accrue interest at the rate of 3% per annum, payable yearly in arrears

beginning July 1, 2021.

On July 1, 2020, the Company issued a $125,000 Secured

Convertible Note to a related party as part of the purchase of Clearwater Mining Corporation.

The convertible note is secured by common

stock of the Company, matures on July 1, 2022 and will accrue interest at the rate of 3% per annum, payable yearly in arrears beginning

July 1, 2021.

The Note is convertible into shares of Common Stock at a conversion price of $0.50 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 and relative fair value of the warrants as a debt discount and additional paid in capital in July 2019.

As of December 31, 2024 and 2023, the balance due to a related party under this note was $ 125,000 , with accrued interest of $ 16,880 and

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 July 2019.

As of December

31, 2025 and 2024, the balance due to a related party under this note was $ 125,000 , with accrued interest of $ 20,630 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.

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 .

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.

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.

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 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 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 December 31, 2024, the total derivative

liability on the above note was adjusted to a fair value of $ 47,158 .

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

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

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

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.

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 December 31, 2025, the total derivative liability

on the above note was adjusted to a fair value of $ 99,751 .

The fair value of the conversion option was estimated using the Black-Scholes

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of 0.50 years, risk-free rate of 3.59% and a dividend yield of 0%.

As of December 31, 2024, the balance on the loan

was $ 110,000 , with accrued interest of $ 46,287 .

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

on the loan was $ 110,000 , with accrued interest of $ 59,487 and $ 46,287 , respectively.

Consulting Agreement

On December 29, 2022, the Company entered into

a two-year consulting agreement with Rock Creek Mining Company commencing on December 1, 2022, to provide consulting and advisory services.

Michael Lavigne, the Company’s CEO, is an officer and a Director of Rock Creek Mining Company.

The consulting agreement provides

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

During the years ended December 31, 2024 and 2023, the Company incurred consulting

fees of $ 72,000 .

On January 4, 2024, we entered into a purchase

agreement (the “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

On December 29, 2022, the Company entered into a two-year

consulting agreement with Rock Creek Mining Company commencing on December 1, 2022, to provide consulting and advisory services.

Lavigne, the Company’s CEO, is an officer and a Director of Rock Creek Mining Company.

The consulting agreement provides for compensation

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

During the years ended December 31, 2025, the Company incurred consulting fees of $ 72,000 .

of December 31, 2025 and 2024, the balance due to Rock Creek Mining Company was $ 204,000 and $ 132,000 , respectively.

On January 4, 2024, we entered into a purchase agreement

(the “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 (the “Common Stock”);

and (ii) GEM agreed to assign to the Company a certain lease for mineral properties

(the “Cuprum Lease”) for a purchase price of 500,000 shares of Common Stock (collectively, the “Transactions”).

The Purchase Agreement contains representations,

warranties and covenants customary for a transaction of this size and nature.

The Company expects the closing of the Transactions

to occur no later than January 31, 2024, subject to certain closing conditions, including, but not limited to, (i) GEM delivering a quitclaim

deed transferring the unpatented mining claims;

and (ii) GEM receiving all required consents to transfer Cuprum Lease.

our CFO and a director, is the President, Chief Executive Officer and a director of GEM, and Howard Crosby, a director, is a director

and (ii) GEM agreed to assign to the Company a certain lease for mineral properties (the “Cuprum

Lease”) for a purchase price of 500,000 shares of Common Stock (collectively, the “Transactions”).

The Purchase Agreement contains representations, warranties

and covenants customary for a transaction of this size and nature.

John Ryan, was

our prior CFO and a director, is the President, Chief Executive Officer and a director of GEM, and Howard Crosby, a former director, is

a director of GEM.

GEM owns 44.5% of our common stock.

Conflicts of Interests

Athena Silver Corporation (“Athena”)

is a company under common control.

Athena Silver Corporation (“Athena”) is

a company under common control.

Gibbs is a significant investor in both Magellan and Athena.

1 unchanged sentence

stage companies involved in the business of acquisition and exploration of mineral resources.

Silver Saddle Resources, LLC is also a company

under common control.

Silver Saddle Resources, LLC is also a company under

common control.

Gibbs are significant investors and managing members of Silver Saddle.

2 unchanged sentences

Gold Express Mines, Inc.

a company under common control.

company under common control.

Crosby and Mr.

4 unchanged sentences

Silver Saddle and Gold Express been autonomous.

Accounts Payable – Related Parties

Accounts payable due to related parties is included in our consolidated

balance sheets as follows:

Accounts payable –Rock Creek Mining Co.

Accounts payable – Mr.

Accounts payable –Evolution Mining Co.

Accrued Interest – Related Parties

4 unchanged sentences

Accrued interest payable – Mr.

Joseph Lavigne

Accrued interest payable – Mr.

Accrued interest payable – Gold Express Mines, Inc

Accrued interest payable – Mr.

Note 10 – Income Taxes

Our net operating loss carry forward as of December

31, 2024 was $ 5,184,000 , which may be used to offset future income taxes.

Our net operating loss carry forward as of December 31, 2023

was $ 4,841,000 , which may be used to offset future income taxes.

Our reconciliation between the expected federal income tax benefit computed

by applying the federal statutory rate to our net loss and the actual benefit for taxes on net loss for 2024 and 2023 is as follows:

Schedule of components of income tax benefit

Our net operating loss carry forward as of

December 31, 2025 was $ 5,433,000 ,

which may be used to offset future income taxes.

Our net operating loss carry forward as of December 31, 2024 was $ 5,433,000 ,

which may be used to offset future income taxes.

The Company adopted ASC 2023-09 during the year ended December 31, 2025

prospectively.

Our reconciliation between the expected federal income tax benefit computed by applying the U.S.

federal statutory

rate to our net loss and the actual benefit for taxes on net loss for 2025 and 2024 is as follows:

Years Ended December 31,

2 unchanged sentences

Income tax benefit

Our deferred tax assets as of December 31, 2024

and 2023 were as follows:

Our deferred tax assets as of December 31, 2025 and

2024 were as follows:

Schedule of deferred tax assets

5 unchanged sentences

Note 11 – Subsequent Events

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 terminate the earn-in agreement on the Kris

project with Gold Express Mines, Inc.

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, after permitting is obtained, the Company will spend $500,000

on the project in allowable expenses.

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

$500,00 work requirement, leaving a net of $400,000 owed towards the earn-in the Cable Project.

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.

Subsequent to December 31, 2024, the Company has

received $112,000 in cash proceeds for the sale of common stock.

As of the date of this report, no shares have been issued.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned,

On January 12, 2026, the Company entered into

a letter of intent and option purchase agreement (“LOI”) to acquire the Ophir Creek Placer Gold Mine from Village Gold, Inc.

(“Seller”) Pursuant to the LOI, the Company will acquire nine State of Alaska and Federal mining claims known as Ophir Creek

mining claims located near Ophir Alaska and all heavy equipment and mining equipment present on the project including equipment and fuel

Upon signing the LOI, the Company will pay the Seller $25,000 which will be the Option Purchase price.

This payment will be non-refundable

after the 60 day due diligence period.

Under the terms of the purchase of the assets of the Seller, The Company will pay the Seller $2,500,000,

the total purchase price, as follows:

$25,000 paid at the signing of the LOI, $100,000 paid at the time of signing the definite agreement,

$500,000 on July 1, 2026, $500,000 on October 31, 2026, Seller, at its sole discretion, may choose to take this payment in the form of

gold at $4,000 per ounce, $750,000 July 1, 2027 and the final payment of $625,000 on January 1, 2028.

Pursuant to the requirements of Section 13 or 15(d)

of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned,

thereunto duly authorized.

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Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and

on the dates indicated.

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates

/s/ Michael B.

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(Principal Executive Officer)

/s/ Michael B.

Chief Financial Officer and Director

4 unchanged sentences

Greg Schifrin

/s/ Howard Crosby

March 31, 2025

Howard Crosby

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 9A. Controls and Procedures