Magellan Copper & Gold Files 10-Q for Q2 2025

TL;DR

MCG filed its Q2 2025 10-Q. Financials and operations update.

AI Summary

Magellan Copper & Gold Corp. filed its 10-Q for the period ending June 30, 2025. The company, formerly known as Magellan Gold Corp., is incorporated in Nevada and operates in the Metal Mining sector. Its principal business address is in Wallace, Idaho.

Why It Matters

This filing provides investors with an update on Magellan Copper & Gold Corp.'s financial performance and operational status for the second quarter of 2025.

Risk Assessment

Risk Level: low — This is a routine quarterly filing providing standard financial information.

Key Numbers

• 20250630 — Reporting Period End Date (Indicates the end of the fiscal quarter being reported.)
• 20250815 — Filing Date (Shows when the 10-Q was officially submitted to the SEC.)

Key Players & Entities

• MAGELLAN COPPER & GOLD Corp (company) — Filer
• 0001515317 (company) — Central Index Key
• METAL MINING (industry) — Standard Industrial Classification
• WALLACE, ID (location) — Business Address
• MAGELLAN GOLD Corp (company) — Former Company Name

FAQ

Key Financial Figures

• $100,000 — ccur. The Company will be credited with $100,000 from the termination of the Kris Projec
• $500,000 — ination of the Kris Project towards the $500,000 work requirement, leaving a net of $400
• $400,000 — ,000 work requirement, leaving a net of $400,000 owed towards the earn-in for the Cable
• $2.00 — tock warrants with an exercise price of $2.00 per share. The Company evaluated the co
• $0.50 — tock warrants with an exercise price of $0.50 per share for a term of 5 years. Two re
• $60,000 — 5 years. Two related parties purchased $60,000 of the 2020A notes. The Company evaluat
• $237,263 — in capital as of December 31, 2020. The $237,263 debt discount will be amortized over th
• $25,000 — ble quarterly in arrears. In July 2020, $25,000 of Series 2020A 8% Unsecured Convertibl
• $0.14 — sue 1,000,000 shares of common stock at $0.14 per share for total cash proceeds of $

Filing Documents

• magellan_i10q-063025.htm (10-Q) — 449KB
• magellan_ex3101.htm (EX-31.1) — 10KB
• magellan_ex3102.htm (EX-31.2) — 9KB
• magellan_ex3201.htm (EX-32.1) — 4KB
• magellan_ex3202.htm (EX-32.2) — 4KB
• 0001683168-25-006229.txt ( ) — 2819KB
• mage-20250630.xsd (EX-101.SCH) — 24KB
• mage-20250630_cal.xml (EX-101.CAL) — 31KB
• mage-20250630_def.xml (EX-101.DEF) — 108KB
• mage-20250630_lab.xml (EX-101.LAB) — 206KB
• mage-20250630_pre.xml (EX-101.PRE) — 171KB
• magellan_i10q-063025_htm.xml (XML) — 289KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements 3 Consolidated Balance Sheets (unaudited) 3 Consolidated Statements of Operations (unaudited) 4 Consolidated Statements of Shareholders' Deficit (unaudited) 5 Consolidated Statements of Cash Flows (unaudited) 6

Notes to Consolidated Financial Statements (unaudited)

Notes to Consolidated Financial Statements (unaudited) 7

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

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 16

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 20

Controls and Procedures

Item 4. Controls and Procedures 21

OTHER INFORMATION

PART II. OTHER INFORMATION

Legal Proceedings

Item 1. Legal Proceedings 22

Risk Factors

Item 1A. Risk Factors 22

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 22

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 22

Other Information

Item 5. Other Information 22

Exhibits

Item 6. Exhibits 22

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements Magellan Copper & Gold Corp. Consolidated Balance Sheets (Unaudited) June 30, 2025 December 31, 2024 ASSETS Current assets Cash $ 589 $ 896 Prepaid expenses and other current assets 7,500 – Total current assets 8,089 896 Mineral rights and properties 100,000 100,000 Total assets $ 108,089 $ 100,896 LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities: Accounts payable $ 227,298 $ 205,835 Accounts payable - related party 181,750 145,750 Accrued liabilities 214,089 214,089 Convertible note payable, net - related party 285,000 285,000 Convertible note payable, net 380,978 380,978 Accrued interest - related parties 118,716 102,322 Accrued interest 206,321 201,169 Advances payable - related party 70,905 70,905 Advances payable 26,223 93,573 Notes payable 25,000 68,000 Notes payable - related party 168,000 168,000 Derivative liability 62,200 47,158 Total current liabilities 1,966,480 1,982,779 Total liabilities 1,966,480 1,982,779 Commitments and contingencies – – Shareholders' deficit: 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 par value; 1,000,000,000 shares authorized; 27,379,295 and 26,157,635 shares issued and outstanding, respectively 27,380 26,158 Additional paid-in capital 20,059,566 19,855,547 Accumulated deficit ( 21,945,337 ) ( 21,763,588 ) Shareholders' deficit: ( 1,858,391 ) ( 1,881,883 ) Total liabilities and shareholders' deficit $ 108,089 $ 100,896 See accompanying notes to the unaudited consolidated

financial statements

financial statements 3 Magellan Copper & Gold Corp. Consolidated Statements of Operations (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Operating expenses: General and administrative expenses $ 47,314 $ 71,817 $ 105,350 $ 172,181 Total operating expenses 47,314 71,817 105,350 172,181 Operating loss ( 47,314 ) ( 71,817 ) ( 105,350 ) ( 172,181 ) Other income (expense): Interest expense ( 18,064 ) ( 20,914 ) ( 41,407 ) ( 41,596 ) Loss on conversion of debt – – ( 19,950 ) – Gain (loss) on change in derivative liability 67,769 18,594 ( 15,042 ) 9,375 Total other income (expense) 49,705 ( 2,320 ) ( 76,399 ) ( 32,221 ) Net income (loss) $ 2,391 $ ( 74,137 ) $ ( 181,749 ) $ ( 204,402 ) Basic net income (loss) per common share $ 0.00 $ ( 0.00 ) $ ( 0.01 ) $ ( 0.01 ) Diluted net income (loss) per common share $ 0.00 $ ( 0.00 ) $ ( 0.01 ) $ ( 0.01 ) Basic weighted average 27,379,295 25,412,072 26,771,840 25,245,946 Diluted weighted average 27,379,295 25,412,072 26,771,840 25,245,946 See accompanying notes to the unaudited consolidated

financial statements

financial statements 4 Magellan Copper & Gold Corp. Consolidated Statements of Shareholders' Deficit For the six months ended June 30, 2025 and 2024 Additional Common Stock Paid - in Accumulated Shares Par Value Capital Deficit Total Balance, December 31, 2024 26,157,635 $ 26,158 $ 19,855,547 $ ( 21,763,588 ) $ ( 1,881,883 ) Shares issued for cash 1,000,000 1,000 139,000 – 140,000 Shares issued for the conversion of debt and accrued interest 221,660 222 50,760 – 50,982 Stock based compensation – – 8,220 – 8,220 Net loss – – – ( 184,140 ) ( 184,140 ) Balance, March 31, 2025 27,379,295 27,380 20,053,527 ( 21,947,728 ) ( 1,866,821 ) Stock based compensation – – 6,039 – 6,039 Net income – – – 2,391 2,391 Balance, June 30, 2025 27,379,295 $ 27,380 $ 20,059,566 $ ( 21,945,337 ) $ ( 1,858,391 ) Balance, December 31, 2023 19,577,072 $ 19,577 $ 19,289,530 $ ( 20,993,778 ) $ ( 1,684,671 ) Shares issued for the acquisition of mineral properties 5,500,000 5,500 417,065 – 422,565 Stock based compensation 335,000 335 44,573 – 44,908 Net loss – – – ( 130,265 ) ( 130,265 ) Balance, March 31, 2024 25,412,072 25,412 19,751,168 ( 21,124,043 ) ( 1,347,463 ) Stock based compensation – – 6,587 – 6,587 Net loss – – – ( 74,137 ) ( 74,137 ) Balance, June 30, 2024 25,412,072 $ 25,412 $ 19,757,755 $ ( 21,198,180 ) $ ( 1,415,013 ) See accompanying notes to the unaudited consolidated

financial statements

financial statements 5 Magellan Copper & Gold Corp. Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2025 2024 Operating activities: Net loss $ ( 181,749 ) $ ( 204,402 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation 14,259 51,495 Loss on conversion of debt 19,950 – (Gain) Loss on change in derivative liability 15,042 ( 9,375 ) Changes in operating assets and liabilities: Accounts payable and accrued liabilities 40,003 ( 25,474 ) Accounts payable - related party 36,000 36,000 Accrued interest 29,578 41,570 Net cash used in operating activities ( 26,917 ) ( 110,186 ) Financing activities: Proceeds from notes payable from related parties – 115,000 Repayment of notes payable from third parties ( 20,000 ) ( 1,000 ) Repayment of advances from third parties ( 93,390 ) – Proceeds from sale of common stock 140,000 – Net cash provided by financing activities 26,610 114,000 Net change in cash ( 307 ) 3,814 Cash at beginning of period 896 99 Cash at end of period $ 589 $ 3,913 Supplemental disclosure of cash flow information Cash paid for interest $ 11,829 $ – Cash paid for income taxes $ – $ – Non-cash financing and investing activities: Expenses paid on behalf of the Company $ 26,040 $ – Shares issued for the acquisition of mineral properties $ – $ 422,565 Shares issued for the conversion of debt and accrued interest $ 31,032 $ – See accompanying notes to the unaudited consolidated

financial statements

financial statements 6 MAGELLAN COPPER & GOLD CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note 1 – Organization, Basis of Presentation, and Nature of Operations Organization and Nature of Operations Magellan Copper & Gold Corp. ("we" "our", "us", the "Company" or "Magellan") was incorporated on September 28, 2010, under the laws of the State of Nevada. Our principal business is the acquisition and exploration of mineral resources. We have not presently 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. 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 Basis of Presentation We prepare our financial statements in accordance with accounting principles generally accepted in the United States ("GAAP"). The accompanying unaudited interim consolidated financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for comp

financial statements

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 fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as a going concern. At June 30, 2025, we had a working capital deficit of $ 1,958,391 , we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $ 21,945,337 . 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, of which there can be no assurance. 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 that any future financing will occur. 8 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 $ 50

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