What changed in this filing

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Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 148 added, 177 removed, 392 unchanged (45% of the section changed)

Financial Statements

Magellan Copper &

Magellan Copper & Gold Corp.

Consolidated Balance Sheets

September 30, 2025

March 31, 2026

December 31, 2025

21 unchanged sentences

Shareholders' deficit:

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

$ 10.00 stated value;

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

2,500,000 authorized;

0 shares issued and outstanding

Common shares, $ 0.001

Common shares, $ 0.001 par value;

1,000,000,000 shares authorized;

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

outstanding, respectively

25,964,295 and 27,379,295 shares issued and outstanding, respectively

Additional paid-in capital

6 unchanged sentences

Total liabilities and shareholders' deficit

See accompanying notes to the unaudited consolidated

financial statements

Magellan Copper &

See accompanying notes

to the unaudited consolidated financial statements

Magellan Copper & Gold Corp.

Consolidated Statements of Operations

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Operating expenses:

4 unchanged sentences

Interest expense

Gain (loss) on conversion of debt

Gain (loss) on change in derivative liability

Loss on conversion of debt

Loss on change in derivative liability

Total other income (expense)

1 unchanged sentence

$ ( 184,140 )

$ ( 271,004 )

Basic net loss per common share

2 unchanged sentences

Diluted weighted average

See accompanying notes to the unaudited consolidated

financial statements

See accompanying notes

to the unaudited consolidated financial statements

Magellan Copper & Gold Corp.

Consolidated Statements

of Shareholders' Deficit

months ended September 30, 2025 and 2024

Consolidated Statements of Shareholders' Deficit

For the three months ended March 31, 2026 and 2025

Balance, December 31, 2025

1 unchanged sentence

$ ( 2,093,260 )

Shares issued for cash

Shares issued for the conversion of debt and accrued interest

Stock based compensation

Balance, March 31, 2025

( 21,947,728 )

( 1,866,821 )

Stock based compensation

Balance, June 30, 2025

( 21,945,337 )

( 1,858,391 )

Stock based compensation

Balance, September 30, 2025

$ ( 22,098,614 )

$ ( 2,005,675 )

Balance, December 31, 2023

$ ( 20,993,778 )

Repurchase of common stock, related party

( 1,415,000 )

Shares issued for the acquisition of mineral properties

Stock based compensation

2 unchanged sentences

$ ( 2,264,897 )

Stock based compensation

Balance, June 30, 2024

Balance, December 31, 2024

$ ( 21,763,588 )

$ ( 1,881,883 )

Shares issued for cash

Shares issued for the conversion of debt and accrued interest

Stock based compensation

Balance, September 30, 2024

Balance, March 31, 2025

$ ( 21,947,728 )

$ ( 1,866,821 )

See accompanying notes to the unaudited consolidated

financial statements

Magellan Copper &

See accompanying notes

to the unaudited consolidated financial statements

Magellan Copper & Gold Corp.

Consolidated Statements of Cash Flows

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

3 unchanged sentences

Stock based compensation

(Gain) loss on conversion of debt

(Gain) loss on change in derivative liability

Loss on conversion of debt

Loss on change in derivative liability

Changes in operating assets and liabilities:

5 unchanged sentences

Financing activities:

Proceeds from notes payable from related parties

Repayment of notes payable from third parties

1 unchanged sentence

Proceeds from advances from third parties

Repurchase of common stock, related party

Proceeds from sale of common stock

8 unchanged sentences

Expenses paid on behalf of the Company

Shares issued for the acquisition of mineral properties

Shares issued for the conversion of debt and accrued interest

See accompanying notes to the unaudited consolidated

financial statements

See accompanying notes

to the unaudited consolidated financial statements

MAGELLAN COPPER & GOLD CORP.

8 unchanged sentences

determined whether the 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 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 (Cable, Blue Jacket, Copper Cliff

and Copper Butte) 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.

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 since we do not generate any significant revenue.

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 at that time planned to advance our Ophir Creek Placer Gold Mine Project located near Ophir Alaska.

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 (Ophir Creek Placer and Center Star) 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 since we do not generate any significant revenue.

Note 2 – Summary of Significant Accounting Policies

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opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results for the full year.

we believe that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in

conjunction with the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended

December 31, 2024.

results for the three months ended March 31, 2026 are not necessarily indicative of the results for the full year.

While we believe that

the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with

the audited financial statements and the footnotes thereto contained in our annual report on Form 10-K for the year ended December 31,

Our consolidated financial statements include

8 unchanged sentences

common shares outstanding, as calculated for basic net loss per share, except for instances in which there is a net loss.

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

For the nine months ended September 30, 2024, 72,000 stock options, 117,500 warrants, and 1,934,720 shares

For the three

months ended March 31, 2026, 72,000 stock options and 2,285,909 shares issuable from convertible notes were considered for their dilutive

For the three months ended March 31, 2025, 72,000 stock options, 117,500 warrants, and 1,763,994 shares

issuable from convertible notes were considered for their dilutive effects.

34 unchanged sentences

continue as a going concern.

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

At March 31, 2026, we had a working capital deficit of $ 2,289,897 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 22,364,566 .

8 unchanged sentences

Note 3 – Mineral Rights and Properties

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.

As of September 30, 2025, the Cable Project

mineral rights and properties balance was $ 100,000 .

On June 6, 2023, the Company entered a memorandum

of understanding for earn-in agreement (“MOU”) with Gold Express Mines, Inc.

Per the MOU, the Company agreed to earn-in for

up to 50% working interest in Kris Project, which is comprised of 74 unpatented mining claims located in Plumas County, CA.

In March 2023,

the Company paid Gold Express Mines, Inc.

$100,000, which was recorded as a deposit, and further committed to spend $ 400,000 on the Kris

Project in allowable expenditures over the following thirty-six months.

As part of the agreement, the Company agreed to make the Bureau

of Land Management claim maintenance fees on the existing claims no later than August 15, 2023, and by August 15th in ensuing years during

the earn-in period.

The Company also was to pay for the annual Plumas County “notice of intent to hold” recording costs and

any other Plumas County fees or taxes which accrue during the earn-in period.

On February 2, 2025, the Company agreed to relinquish the

earn-in agreement for the Kris Project and transfer its deposit toward the Cable Project located in Montana.

As of September 30, 2025

and December 31, 2024, the Kris Project mineral rights and properties balance was $ 0 and $ 100,000 , respectively.

Ophir Creek Placer Gold Mine

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 storage.

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 .

During the three months ended March 31,

2026, the Company paid $ 25,000 under this agreement.

As of March 31, 2026, the Ophir Creek Placer Gold Mine mineral rights and properties

balance was $ 25,000 .

Note 4 – Fair Value of Financial Instruments

21 unchanged sentences

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 September 30, 2025 and December 31, 2024:

hierarchy of those assets and liabilities as of March 31, 2026 and December 31, 2025:

Schedule of fair value of liabilities

Fair value at

September 30, 2025

March 31, 2026

Derivative liability

5 unchanged sentences

The table below presents the change in the fair

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

value of the derivative liability during the three months ended March 31, 2026:

Schedule of fair value of the derivative liability

1 unchanged sentence

Loss on change in fair value of derivatives

Fair value as of September 30, 2025

Fair value as of March 31, 2026

Note 5 – Notes Payable, Convertible Note

1 unchanged sentence

Unsecured advances

During the nine months ended September 30, 2025,

third parties paid $ 42,664 of expenses on the Company’s behalf and were repaid $ 93,390 .

During the three months ended March 31, 2026,

third parties advanced $ 20,000 in cash and paid $ 75,067 of expenses on the Company’s behalf.

The advances are unsecured, non-interest

bearing and are payable on demand.

As of September 30, 2025 and December 31, 2024, the advances balance totaled $ 42,847 and $ 93,573 , respectively.

As of March 31, 2026 and December 31, 2025, the advances balance totaled $ 163,055 and $ 67,988 , respectively.

Notes payable

2 unchanged sentences

of interest and recognized a loss of $ 19,950 .

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

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

$ 21,877 , respectively.

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

of March 31, 2026 and December 31, 2025, the notes payable balance was $ 25,000 , with accrued interest of $ 11,233 and $ 10,493 , respectively.

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

19 unchanged sentences

interest rate on the notes is 12%.

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

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

As of March 31, 2026 and December 31, 2025, the balance due under these notes is $ 75,000 , with accrued

interest of $ 55,700 and $ 53,481 , respectively.

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

11 unchanged sentences

at the rate of 10% per annum payable quarterly, accruing from the date of issuance.

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

balance due under this note is $ 145,978 , with accrued interest of $ 87,547 and $ 76,628 , respectively.

The 10% Unsecured Convertible Note is currently past

due and in default.

The default interest rate on the notes is 12%.

As of March 31, 2026 and December 31, 2025, the balance due under this

note is $ 145,978 , with accrued interest of $ 95,545 and $ 91,226 , respectively.

Series 2020A 8% Unsecured Convertible Notes

In 2020, the Company sold $ 285,000 of

Series 2020A 8 %

Unsecured Convertible Notes with a maturity date of November 30, 2020.

In 2020, the Company sold $ 285,000 of Series

2020A 8 % Unsecured Convertible Notes with a maturity date of November 30, 2020.

The purchase price of the Note is equal to the principal

amount of the Note.

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

the life of the Note.

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

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.

Two related parties purchased $60,000 of the 2020A notes.

The Company evaluated the conversion option and concluded a

beneficial conversion feature was present at issuance.

The Company recognized the beneficial conversion feature as a debt discount

and additional paid in capital as of December 31, 2020.

The Company evaluated the conversion option and concluded a beneficial conversion

feature was present at issuance.

The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital

as of December 31, 2020.

The $237,263 debt discount will be amortized over the term of the loan.

Notes will accrue interest at the rate of 8% per annum, payable quarterly in arrears.

In July 2020, $25,000 of Series 2020A 8%

Unsecured Convertible Notes were converted into 50,000 shares of common stock at a conversion price of $0.50 per share.

2020A 8% Unsecured Convertible Notes that were due and payable in November 2020 and are currently past due.

If a default notice is

received the interest rate will be 12%.

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

notes is $ 160,000 ,

with accrued interest of $ 67,756

and $ 58,182 ,

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 and in default.

The default interest rate on the notes is 12%.

31, 2026 and December 31, 2025, the balance due to a third party under these notes is $ 160,000 , with accrued interest of $ 75,717 and $ 70,982 ,

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 .

Share repurchase

On January 6, 2026, the Company entered into a securities purchase

agreement with Golden Express Mines, Inc., a related party, to repurchase 1,415,000 shares of its common stock at $0.01 per share for

total consideration of $ 14,150 .

Stock Warrants, Stock Options, and the 2017

4 unchanged sentences

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

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

As of March 31, 2026, the Company had 128,000 shares available for future grants.

Stock option activity within the 2017 Equity Incentive

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

Plan and warrant activity outside the plan, for the three months ended March 31, 2026 is as follows:

Schedule of options and warrant activity

6 unchanged sentences

Outstanding at December 31, 2025

Outstanding at September 30, 2025

Exercisable at September 30, 2025

As of September 30, 2025,

Outstanding at March 31, 2026

Exercisable at March 31, 2026

As of March 31, 2026,

the outstanding stock options have a weighted average remaining term of 1.57 years and have no intrinsic value.

9 unchanged sentences

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

As of September 30, 2025, all the unpatented

As of March 31, 2026, all the unpatented

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

2 unchanged sentences

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

Lavigne, in consideration of services

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

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

Lavigne, in consideration of

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

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

As of March 31, 2026 and December 31, 2025, 1,020,000 and 975,000

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

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

During the three months ended March 31, 2026, the Company

recognized $ 11,466 of stock-based compensation related to the agreement.

1 unchanged sentence

Notes Payable – Related Parties

The promissory notes bear interest at 5 %

per annum and are payable on demand.

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

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

The promissory notes bear interest at 5 % per annum

and are payable on demand.

As of March 31, 2026 and December 31, 2025, the notes payable – related parties balance was $ 168,000 ,

with accrued interest of $ 36,505 and $ 32,668 , respectively.

Unsecured advances – related party

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

the advances related party balance totaled $ 70,905 .

As of March 31, 2026 and December 31, 2025, the

advances related party balance totaled $ 70,905 .

Series 2020A 8% Unsecured Convertible Notes

15 unchanged sentences

The Series 2020A 8% Unsecured Convertible Notes that were due

and payable in November 2020 and are currently past due.

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

As of September

and payable in November 2020 and are currently past due and in default.

The default interest rate on the notes is 12%.

As of March 31,

2026 and December 31, 2025, the balance due to a related party under these notes is $ 50,000 , with accrued interest of $ 24,077 and

10 unchanged sentences

the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital in July 2019.

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

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

The 3% Secured Convertible Notes were due and payable in July 2022 and is currently past due and in default.

The default interest rate

on the notes is 6%.

As of March 31, 2026 and December 31, 2025, the balance due to a related party under this note was $ 125,000 , with

accrued interest of $ 22,479 and $ 20,630 , respectively.

Convertible Note

45 unchanged sentences

The note is currently past due.

As of September 30, 2025, the total derivative

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

The fair value of the conversion option was estimated using the

Black-Scholes option pricing model and the following assumptions during the period:

fair value of stock $0.19, volatility of 138.40%,

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

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

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

As of March 31, 2026, the total derivative liability

on the above note was adjusted to a fair value of $ 133,230 .

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

option pricing model and the following assumptions during the period:

fair value of stock $0.23, volatility of 189.87%, expected term

of 0.50 years, risk-free rate of 3.62% and a dividend yield of 0%.

As of March 31, 2026 and December 31, 2025, the

principal balance on the loan was $ 110,000 , with accrued interest of $ 62,742 and $ 59,487 , respectively.

Consulting Agreement

4 unchanged sentences

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

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

During the three months ended March 31, 2026, the Company incurred consulting

fees of $ 18,000 .

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

respectively.

As of March 31, 2026 and December 31, 2025, the balance due to Rock Creek Mining Company was $ 222,000 and $ 204,000 , respectively.

Conflicts of Interests

11 unchanged sentences

a company under common control.

Crosby and Mr.

Ryan are both on the board and/or hold management roles in both Magellan and GEM.

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

Magellan and GEM are both exploration stage companies involved in the business of acquisition and exploration

of mineral resources.

The existence of common ownership and common management

1 unchanged sentence

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:

Schedule of accounts payable due to related parties

Accounts payable –Rock Creek Mining Co.

Accounts payable – Mr.

Accounts payable –Evolution Mining Co.

Accrued Interest – Related Parties

Accrued interest due to related parties is included

in our consolidated balance sheets as follows:

Accrued interest due to related parties is included in our consolidated

balance sheets as follows:

Schedule of accrued interest due to related parties

September 30,

Accrued interest payable – Mr.

Joseph Lavigne

Accrued interest payable – Mr.

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements