MAGELLAN COPPER & GOLD Corp 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. Our common stock is traded on the OTCID Tier of OTC Markets Group under the symbol “MAGE”. The OTCID MARKET is a registered quotation service that displays real-time quotes, last sale prices and volume information in over the counter (OTC) securities. An OTC equity security generally is any equity that is not listed or traded on NASDAQ or a national securities exchange. The OTCID MARKET is not an issuer listing service, market, or exchange. Although the OTCID MARKET does not have any listing requirements, per se, to be eligible for quotation on the OTCID MARKET, issuers must remain current in their filings with the SEC or applicable regulatory authority. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. Our Board of Directors may declare and pay dividends on outstanding shares of common stock out of funds legally available therefore in its sole discretion; however, to date, no dividends have been paid on common stock and we do not anticipate the payment of dividends in the foreseeable future. Holders of Record of Our Common Stock As of March 31, 2026, there were approximately 83 holders of record of our common stock and two holders of record of our warrants. The actual number of shareholders is greater than this number of record holders and includes shareholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. Dividend Policy We have historically not declared or paid cash dividends on our capital stock. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant. Securities Authorized for Issuance Under Equity Compensation Plans Information about our equity compensation plans is contained in Items 11 and 12 of this Annual Report. Issuer Purchases of Equity Securities None. Recent Sales of Unregistered Securities The following is a summary of sales of unregistered securities undertaken by the Company. 2024 (a) On January 4, 2024, the Company entered into an asset purchase agreement with Gold Express Mines, Inc (“Gold Express”). 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 $422,365. 20 2025 (b) 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. Unless otherwise noted, all of the foregoing transactions were undertaken in reliance upon the exemption contained in Section 4(a)(2) of the Securities Act of 1933. ITEM 6. RESERVED.