What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-15 · 102 added, 86 removed, 454 unchanged (29% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Total current assets

Mineral rights and properties

LIABILITIES AND SHAREHOLDERS’ DEFICIT

34 unchanged sentences

Consolidated Statements of Operations

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Operating expenses:

General and administrative expenses

Impairment expense

Total operating expenses

3 unchanged sentences

Loss on conversion of debt

Loss on change in derivative liability

Gain (loss) on change in derivative liability

Total other income (expense)

Net income (loss)

$ ( 238,586 )

$ ( 407,539 )

Basic net loss per common share

Diluted net loss per common share

$ ( 181,749 )

Basic net income (loss) per common share

Diluted net income (loss) per common share

Basic weighted average

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

For the three months ended March 31, 2026 and 2025

For the six months ended June 30, 2026 and 2025

Balance, December 31, 2025

7 unchanged sentences

( 2,264,897 )

Stock based compensation

Balance, June 30, 2026

$ ( 22,603,152 )

$ ( 2,496,301 )

Balance, December 31, 2024

7 unchanged sentences

( 1,866,821 )

See accompanying notes

to the unaudited consolidated financial statements

Stock based compensation

Balance, June 30, 2025

$ ( 21,945,337 )

$ ( 1,858,391 )

See accompanying notes to the unaudited consolidated financial statements

Magellan Copper & Gold Corp.

Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

2 unchanged sentences

Adjustments to reconcile net loss to net cash used in operating activities:

Impairment expense

Stock based compensation

5 unchanged sentences

Accounts payable - related party

Accrued liabilities

Accrued interest

16 unchanged sentences

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.

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.

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 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.

On June 4, 2026 the Company, formed a new wholly owned subsidiary, Magellan

(“Magellan Energy”), to explore business options om energy production, storage and distribution.

Note 2 – Summary of Significant Accounting Policies

6 unchanged sentences

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

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,

results for the three and six months ended June 30, 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

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

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the

United States of America (“U.S.

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

All intercompany transactions

and balances have been eliminated.

Our consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America (“U.S.

Net Loss per Common Share

3 unchanged sentences

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

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

months ended June 30, 2026, 72,000 stock options and 3,801,297 shares issuable from convertible notes were considered for their dilutive

For the six months ended June 30, 2025, 72,000 stock options, 5,000 warrants, and 1,986,159 shares

issuable from convertible notes were considered for their dilutive effects.

34 unchanged sentences

continue as a going concern.

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

At June 30, 2026, we had a working capital deficit of $ 2,496,301 , we had not yet generated any significant

revenues or achieved profitable operations and we have accumulated losses of $ 22,603,152 .

9 unchanged sentences

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:

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.

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.

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,

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 .

$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.

In January 2026, the Company paid

$ 25,000 under this agreement.

During the six months ended June 30, 2026, the Company evaluated the Ophir Creek Placer Gold mineral rights

and properties for impairment and recorded an impairment expense of $ 25,000 .As of June 30, 2026, the Ophir Creek Placer Gold mineral rights

and properties balance was $ 0 .

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 March 31, 2026 and December 31, 2025:

hierarchy of those assets and liabilities as of June 30, 2026 and December 31, 2025:

Schedule of fair value of liabilities

Fair value at

March 31, 2026

June 30, 2026

Derivative liability

2 unchanged sentences

Derivative liability

There were no transfers between Level 1, 2 or

3 during the period.

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 three months ended March 31, 2026:

value of the derivative liability during the six months ended June 30, 2026:

Schedule of fair value of the derivative liability

1 unchanged sentence

Loss on change in fair value of derivatives

Fair value as of March 31, 2026

Fair value as of June 30, 2026

Note 5 – Notes Payable, Convertible Note

1 unchanged sentence

Unsecured advances

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.

During the six months ended June 30, 2026, third

parties advanced $ 30,000 in cash and paid $ 114,619 of expenses on the Company’s behalf.

The advances are unsecured, non-interest

bearing and are payable on demand.

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

As of June 30, 2026 and December 31, 2025, the advances balance totaled $ 212,607 and $ 67,988 , respectively.

Notes payable

3 unchanged sentences

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.

of June 30, 2026 and December 31, 2025, the notes payable balance was $ 25,000 , with accrued interest of $ 11,981 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 March 31, 2026 and December 31, 2025, the balance due under these notes is $ 75,000 , with accrued

As of June 30, 2026 and December 31, 2025, the balance due under these notes is $ 75,000 , with accrued

interest of $ 57,944 and $ 53,481 , respectively.

15 unchanged sentences

The default interest rate on the notes is 12%.

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

As of June 30, 2026 and December 31, 2025, the balance due under this

note is $ 145,978 , with accrued interest of $ 99,913 and $ 91,226 , respectively.

24 unchanged sentences

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 .

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

As of June 30, 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 three months ended March 31, 2026 is as follows:

Plan and warrant activity outside the plan, for the six months ended June 30, 2026 is as follows:

Schedule of options and warrant activity

6 unchanged sentences

Outstanding at December 31, 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.

Outstanding at June 30, 2026

Exercisable at June 30, 2026

As of June 30 2026, the

outstanding stock options have a weighted average remaining term of 1.32 years and have no intrinsic value.

Note 7 – Commitments and Contingencies

8 unchanged sentences

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

As of March 31, 2026, all the unpatented

As of June 30, 2026, all the unpatented

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

6 unchanged sentences

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

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

As of June 30, 2026 and December 31, 2025, 1,065,000 and 975,000

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

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

During the six months ended June 30, 2026, the Company

recognized $ 18,648 of stock-based compensation related to the agreement.

3 unchanged sentences

and are payable on demand.

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

As of June 30, 2026 and December 31, 2025, the notes payable – related parties balance was $ 168,000 ,

with accrued interest of $ 40,384 and $ 32,668 , respectively.

Unsecured advances – related party

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

As of June 30, 2026 and December 31, 2025, the

advances related party balance totaled $ 70,905 .

18 unchanged sentences

The default interest rate on the notes is 12%.

As of March 31,

As of June 30,

2026 and December 31, 2025, the balance due to a related party under these notes is $ 50,000 , with accrued interest of $ 25,573 and

13 unchanged sentences

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.

As of June 30, 2026 and December 31, 2025, the balance due to a related party under this note was $ 125,000 , with accrued

interest of $ 24,349 and $ 20,630 , respectively.

Convertible Note

45 unchanged sentences

The note is currently past due.

As of March 31, 2026, the total derivative liability

As of June 30, 2026, the total derivative liability

on the above note was adjusted to a fair value of $ 264,666 .

3 unchanged sentences

of 0.50 years, risk-free rate of 4.01% and a dividend yield of 0%.

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

As of June 30, 2026 and December 31, 2025, the

principal balance on the loan was $ 110,000 , with accrued interest of $ 66,033 and $ 59,487 , respectively.

5 unchanged sentences

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

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

fees of $ 18,000 .

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

During the six months ended June 30, 2026, the Company incurred consulting fees

of $ 36,000 .

As of June 30, 2026 and December 31, 2025, the balance due to Rock Creek Mining Company was $ 240,000 and $ 204,000 , respectively.

Conflicts of Interests

24 unchanged sentences

Accounts payable –Evolution Mining Co.

Total Accounts Payable – Related Parties

Accrued Interest – Related Parties

6 unchanged sentences

Accrued interest payable – Gold Express Mines, Inc.

Total Accrued Interest – Related Parties

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