Magellan Gold Corp Files 10-K for Fiscal Year Ended December 31, 2023

AI Summary

MAGELLAN GOLD Corp (MAGE) filed a Annual Report (10-K) with the SEC on April 18, 2024. Magellan Gold Corp filed its 10-K report for the fiscal year ending December 31, 2023. The company is incorporated in Nevada and operates in the Metal Mining industry. Key addresses include 602 Cedar Street, Suite 205, Wallace, ID 83873. The filing covers the period from January 1, 2023, to December 31, 2023. The SEC file number is 000-54658.

Why It Matters

For investors and stakeholders tracking MAGELLAN GOLD Corp, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Magellan Gold Corp's financial health, operational activities, and strategic direction for the fiscal year 2023, which is crucial for investors to assess the company's performance and future prospects. As a metal mining company, the details within this filing are important for understanding its resource exploration, development, and production activities, as well as any associated risks and regulatory compliance.

Risk Assessment

Risk Level: medium — MAGELLAN GOLD Corp shows moderate risk based on this filing. The company operates in the metal mining industry, which is subject to significant price volatility, operational risks, and regulatory hurdles, as indicated by its SIC code and the nature of the business.

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 10-K to understand Magellan Gold Corp's current financial position and operational challenges.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period of report)
• 2024-04-18 — Filing Date (Date of filing)
• 2023-01-01 — Reporting Period Start (Fiscal year start date)
• 2022-12-31 — Prior Year End (Comparison point for financial data)

Key Players & Entities

• MAGELLAN GOLD Corp (company) — Filer name
• 0001515317 (company) — Central Index Key
• NV (company) — State of Incorporation
• WALLACE (company) — City
• ID (company) — State
• 83873 (company) — ZIP code
• 000-54658 (company) — SEC File Number
• 24852179 (company) — Film Number

FAQ

Industry Context

Magellan Gold Corp operates in the Metal Mining industry, which involves the exploration, extraction, and processing of mineral resources.

Regulatory Implications

The company is subject to various SEC regulations governing financial reporting and disclosure for publicly traded companies.

What Investors Should Do

1. Review the full 10-K document for detailed financial statements and management's discussion and analysis.
2. Analyze the risk factors section to understand potential challenges and uncertainties facing the company.
3. Compare the 2023 financial data with previous years to identify trends and performance changes.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-04-18: Filing Date — Date the 10-K was officially filed with the SEC.

Year-Over-Year Comparison

This filing represents the annual 10-K for the fiscal year 2023, providing a comprehensive update compared to previous quarterly filings or prior year's annual reports.

Key Financial Figures

• $0.1245 — price of the Company's common stock of $0.1245 on June 30, 2023 was $ 782,942 . The n
• $125,000 — ,000 shares of Magellan common stock, a $125,000 convertible note and $25,000 in cash.
• $25,000 — stock, a $125,000 convertible note and $25,000 in cash. The contracted share issuance
• $1,037,500 — t and recorded an impairment expense of $1,037,500. As of December 31, 2023 and 2022, the
• $0 — l rights and properties balance totaled $0. During the year ended December 31, 202
• $194,274 — t and recorded an impairment expense of $194,274. As of December 31, 2023 and 2022, the
• $1,000,000 — or the acquisition was determined to be $1,000,000 which consisted of 5,000,000 shares of
• $100,000 — e Company paid Gold Express Mines, Inc. $100,000, which was recorded as a deposit, and s
• $400,000 — recorded as a deposit, and shall spend $400,000 on the Kris Project in allowable expend
• $500,000 m — 80 and 1981 the Center Star completed a $500,000 mine renovation, sampling, and drilling p
• $250,000 — of additional capital we have budgeted $250,000 for exploration work over the next 6 to
• $50,000 — 6 to 12 months. This will be made up of $50,000 for sampling, assays, mapping, and comp
• $200,000 — ys, mapping, and computer modeling, and $200,000 for reverse-circulation drilling and as
• $340,000 — y reclamation work and then forfeited a $340,000 reclamation bond to the Forest Service,
• $500 — The price of gold declined from about $500/oz in 1982 to less than $350/oz in 1992

Filing Documents

• magellan_i10k-123123.htm (10-K) — 821KB
• magellan_ex3101.htm (EX-31.1) — 9KB
• magellan_ex3102.htm (EX-31.2) — 9KB
• magellan_ex3201.htm (EX-32.1) — 4KB
• magellan_ex3202.htm (EX-32.2) — 4KB
• 0001683168-24-002501.txt ( ) — 3869KB
• mage-20231231.xsd (EX-101.SCH) — 28KB
• mage-20231231_cal.xml (EX-101.CAL) — 39KB
• mage-20231231_def.xml (EX-101.DEF) — 117KB
• mage-20231231_lab.xml (EX-101.LAB) — 280KB
• mage-20231231_pre.xml (EX-101.PRE) — 230KB
• magellan_i10k-123123_htm.xml (XML) — 376KB

Forward-looking Statements

Forward-looking Statements ii PART I Item 1. Description of Business 1 Item 1A.

Risk Factors

Risk Factors 8 Item 1B. Unresolved Staff Comments 19 Item 1C Cybersecurity 19 Item 2

Properties

Properties 19 Item 3.

Legal Proceedings

Legal Proceedings 19 Item 4. Mine Safety Disclosure 19 PART II Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters 20 Item 6.

Selected Financial Data

Selected Financial Data 21 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 21 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 25 Item 9. Changes in and Disagreements on Accounting and Financial Disclosure 25 Item 9A.

Controls and Procedures

Controls and Procedures 25 Item 9B. Other Information 26 Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevents Inspections 26 PART III Item 10. Directors, Executive Officers and Corporate Governance 27 Item 11.

Executive Compensation

Executive Compensation 29 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 31 Item 13. Certain Relationships and Related Transactions, and Director Independence 33 Item 14. Principal Accounting Fees and Services 35 PART IV Item 15. Exhibits and Financial Statement Schedules 37

Forward-looking Statements

Forward-looking Statements In General Certain matters discussed in this Annual Report on Form 10-K (this "Annual Report") may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. The words "aim," "anticipate," "assume," "believe," "contemplate," "continue," "could," "design," "due," "estimate," "expect," "goal," "intend," "may," "objective," "plan," "positioned," "potential," "predict," "seek," "should," "target," "will," "would" and similar expressions are generally intended to identify forward-looking statements. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation, those discussed under the caption "Risk Factors," set forth in Part I, Item 1A of this Annual Report. Such forward-looking statements include, but are not limited to, statements about our: risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions); uncertainties inherent in our exploratory and developmental activities, including risks relating to permitting and regulatory delays; our future business plans and strategies; our ability to commercially develop our mining interests.; changes that could result from our future acquisition of new mining properties or businesses; expectations regarding competition from other companies; effects of environmental and other governmental regulations; potential economic downturns and difficult conditions in the global capital and credit markets; and

Forward looking statements may include estimated

Forward looking statements may include estimated mineral reserves and resources which could differ materially from those projected in the forward-looking statements. The factors that could cause actual results to differ materially from those projected in the forward-looking statements include: the risk factors set forth the caption under "Risk Factors," set forth in Part I, Item 1A of this Annual Report changes in the market prices of precious minerals, including gold; and uncertainties inherent in the estimation of ore reserves. We have based these forward-looking statements largely on our current expectations, estimates, forecasts, and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as predictions of future events. Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur at all. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. Except as required by law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. ii PART I

DESCRIPTION OF

ITEM 1. DESCRIPTION OF

BUSINESS

BUSINESS THE COMPANY The Company was formed and organized on September 28, 2010 under the laws of the State of Nevada. We are an exploration stage company, and our principal business is the acquisition and exploration of mineral projects. Presently our focus is on properties in the States of Idaho and California, but we are not limited geographically, and may acquire additional mineral projects outside of these areas in the future. We have not presently determined whether the mineral properties which we control contain mineral deposits that are economically recoverable. The Company's head office is located at 602 Cedar Street, Suite 205, Wallace, Idaho 83873. MINERAL PROPERTIES DISCUSSION ACQUISITION OF CLEARWATER GOLD CORPORATION On July 1, 2020, the Company entered into a Stock Purchase Agreement to acquire Clearwater Gold Mining Corporation ("Clearwater") which owns certain unpatented mining claims in Idaho County, Idaho that include the historic Center Star Gold Mine ("Center Star") near Elk City, Idaho. In conjunction with the Clearwater acquisition, Gregory Schifrin, the sole shareholder of Clearwater, was appointed on July 1, 2020 to serve as a member of the Company's Board. The Company acquired 100% of the issued and outstanding shares of Clearwater in consideration of 1,000,000 shares of Magellan common stock, a $125,000 convertible note and $25,000 in cash. The contracted share issuance was to be made in increments as progress was achieved on gaining access to the mine. To date 750,000 shares have been issued and 250,000 shares are still pending issuance. With respect to the convertible secured note, $125,000 plus accrued interest is currently due for payment. During the year ended December 31, 2022, the Company evaluated the mineral rights and properties for impairment and recorded an impairment expense of $1,037,500. As of December 31, 2023 and 2022, the Clearwater mineral rights and properties balance totaled $0. During the year ended Decembe

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