UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 000-54658

MAGELLAN COPPER & GOLD ~~CORPORATION~~Corp. (Name of Registrant in its Charter)

Nevada
(State or other jurisdiction
of incorporation or organization)

27-3566922
I.R.S. Employer
Identification Number

602 Cedar Street, Ste. 205, Wallace, ID 83873
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (707) 291-6198

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and” smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller Reporting Company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the ~~registrant~~ registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒ ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the 6,~~288~~657,~~688~~022 shares of voting and non-voting common equity held by non-affiliates of the Company calculated by taking the last sales price of the Company’s common stock of $0.~~1245~~1391 on June 30, ~~2023~~2024 was $~~782~~925,~~942~~992.

The number of shares outstanding of the registrant’s common stock, as of ~~April~~March 1731, ~~2024~~2025 is 2526,~~827~~379,~~072~~295.

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K ( e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes:

None.

TABLE OF CONTENTS

		Page No.
Forward-looking Statements		ii
PART I
Item 1.	Description of Business	1
Item 1A.	Risk Factors	812
Item 1B.	Unresolved Staff Comments	1924
Item 1C	Cybersecurity	1924
Item 2	Properties	1924
Item 3.	Legal Proceedings	1924
Item 4.	Mine Safety Disclosure	1924
PART II
Item 5.	Market for the Registrant’s Common Equity and Related Stockholder Matters	2025
Item 6.	Selected Financial Data	2126
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2126
Item 8.	Financial Statements and Supplementary Data	2530
Item 9.	Changes in and Disagreements on Accounting and Financial Disclosure	2530
Item 9A.	Controls and Procedures	2530
Item 9B.	Other Information	2632
Item 9C.	Disclosure Regarding Foreign Jurisdiction that Prevents Inspections	2632
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2733
Item 11.	Executive Compensation	2936
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3138
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3340
Item 14.	Principal Accounting Fees and Services	3543
PART IV
Item 15.	Exhibits and Financial Statement Schedules	3744
	Signatures	4147

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 · our ability to raise additional financing necessary to conduct our business.

· 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

· our ability to raise additional financing necessary to conduct our business.

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.

PART I

ITEM 1. DESCRIPTION OF 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 December 31, 2023, the Company evaluated the development costs for impairment and recorded an impairment expense of $194,274. As of December 31, 2023 ~~and 2022~~, the Company had $0 ~~and $194,274~~ in capitalized development cost to develop gold resources at Center Star Project.

MINERAL PROJECTS ACQUIRED FROM GOLD EXPRESS MINES, INC.

On January 3, 2023, the Company entered into an asset purchase agreement with Gold Express Mines, Inc (“Gold Express” or “Seller”). Pursuant to the agreement, ~~the~~ the Seller sold the following 1) the Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented mining claims; 2) the Seafoam District claims located in Custer County, Idaho and consisting of five unpatented mining claims; 3) the Blacktail District claims located in Lemhi County, Idaho and consisting of eight unpatented mining claims; 4) the Big-It Project located in Shoshone County, Idaho consisting of twenty-five Big-It Extension unpatented mining claims and a mineral lease termed the Big-It Lease Property consisting of three unpatented mining claims and 94.86 acres of real property; and 5) the Terror Gulch Project located in Shoshone County, Idaho consisting of twenty-six unpatented mining claims.

As of March 31, 2023, the total purchase price for the acquisition was determined to be $1,000,000 which consisted of 5,000,000 shares of common stock with a fair value of $1,000,000. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet.

In August 2023, the Company reduced the number of claims at the Seafoam District to three claims, reduced the number of claims at the Blacktail District to five claims, reduced the number of claims at the Big-It Extension claims from twenty-five to nine claims, and reduced the Golden Project claims from seventy-two to forty-one claims. During the year ended December 31, 2023, the Company evaluated the mineral rights and properties for impairment and recorded an impairment expense of $1,000,000. As of December 31, 2023, the Gold Express mineral rights and properties balance totaled $0.

KRIS PROJECT EARN-IN AGREEMENT

On June 6, 2023, the Company entered a memorandum of understanding (“MOU”) to enter into a earn-in agreement with Gold Express Mines, Inc. In accordance with the MOU, the Company agreed to earn-in for up to a 50% working interest in the Kris Project, which has 7 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 shall spend $400,000 on the Kris Project in allowable expenditures over the next thirty-six months, assuming permitting for the work is obtained. If permitting delays the exploration and other work programs, the earn-in period shall be extended accordingly. Allowable expenditures are sampling, drilling, assaying, geologic mapping, and mine site improvements made or performed directly on the existing mine site or expanded mine site. Consulting fees for work directly benefiting the Project are also allowed including management of work, preparation of reports, and planning for future work. Claim maintenance fees on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are deemed to benefit the Kris Project, and which are approved by both parties beforehand.

As part of the MOU agreement, the Company shall pay the Bureau of Land Management claim maintenance fees on the existing Kris Project claims by August 15th in the ensuing years during the earn-in period. The Company shall 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. These holding costs shall be allowable expenses under the earn-in agreement. As of December 31, 2024 and 2023, the $100,000 deposit paid to Golden Express for the MOU was reclassed to mineral ~~rights~~ rights and properties on the balance sheet.

The Company and Gold Express have not executed the final Earn-In Agreement which will memorialize the terms of the MOU and describe the operating structure of the joint venture company which will be formed upon completion of the earn-in agreement. The Company anticipates signing of the Earn-In Agreement by the end of May 2024. The Company plans on beginning the required earn-in for the Kris Project in 2024 which will likely consist of additional drill holes stepping out from successful drilling done by GEM in 2022. One drill pad at the Kris Project is permitted and available for the drilling of additional drill holes. Further drilling from other newly proposed pads will require additional permitting with the U.S. ~~Forest~~ Forest Service.

~~ADDITIONAL~~BLUE ~~INFORMATION~~JACKET ONAND ~~KEY~~CUPRUM ~~PROJECTS~~PROJECT

~~Key~~On ~~Projects~~January 4, 2024, the Company entered into a purchase agreement with GEM, pursuant to which, among other things (i) the Company agreed to purchase certain mineral assets owned and controlled by GEM for a purchase price equal to 5,500,000 shares of the Company’s common stock, par value $0.001 per share; and (ii) GEM agreed to assign to the Company a certain lease for mineral properties for a purchase price of 500,000 shares of common stock. As of December 31, 2024, 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 $422,565. As of the date of this filing, the Company and GEM have not completed the assignment of leases and the 500,000 shares related to assignment have not been issued. The Company concluded the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet. During the year ended December 31, 2024, the Company evaluated the GEM mineral rights and properties for impairment and recorded an impairment expense of $422,565. As of December 31, 2024, the GEM mineral rights and properties balance totaled $0.

The Company has determined that the Key Projects of the Company are the Center Star Mine and the Kris Project. Both properties have substantial histories of development and production, and both are viewed as having a shorter path to revenue than other projects in the portfolio of the Company. The additional projects of the Company will be held for now, and work will be completed on these projects as time and funding allow. In the future the Company may also choose to sell, lease or joint venture its non-focus projects to other companies or interested parties, as management and the board of the Company may see fit.2

~~Center~~CABLE ~~Star Mine~~PROJECT

~~Location~~On February 21, ~~Access~~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 ~~Logistics~~terminate the earn-in agreement on the Kris project with Gold Express Mines, Inc. 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, after permitting is obtained, the Company will spend $500,000 on the project in allowable expenses. The Company will be credited with $100,000 from the termination of the Kris Project towards the $500,00 work requirement, leaving a net of $400,000 owed towards the earn-in the Cable Project.

~~The~~ADDITIONAL ~~Center~~INFORMATION ~~Star~~ON ~~Mine~~KEY ~~is located 42 miles southeast of Grangeville, Idaho in Sections 26 and 35 of Township 29 N, Range 7 E.B.M. in the Ten Mile Mining District.~~PROJECTS

~~Access~~Key to the property is gained by a paved state highway connecting Grangeville and Elk City. A good mountain road approximately 5 miles in length extends from the highway to the mine. The mountain road is of a sufficient quality to transport equipment and materials to the mine. The road is typically snowed-in during winter months but could be maintained to allow for year-round access.Projects

~~Power~~The toCompany has determined that the ~~mine~~Key ~~site~~Projects of ~~will~~the ~~initially~~Company beare ~~provided by~~the aCenter ~~diesel~~Star ~~generator~~Mine and athe ~~diesel~~Kris ~~compressor~~Project. InBoth ~~1968~~properties ~~the~~have ~~mine~~substantial ~~site~~histories ~~was~~of ~~connected~~development toand production, and both are viewed as having a ~~3-phase~~shorter ~~electrical~~path ~~power~~to ~~line~~revenue than other projects in the portfolio of the Company. The ~~power~~additional ~~line~~projects of isthe noCompany ~~longer~~will ~~operable~~be ~~but~~held ~~can~~for now, and work will be ~~repaired~~completed on these projects as time and ~~re-electrified~~funding inallow. In the future. ~~Water~~the Company may also choose to ~~the~~sell, ~~site~~lease isor ~~available~~joint ~~from~~venture aits ~~year~~non-~~round~~focus ~~mountain stream~~projects ~~that~~to ~~should~~other becompanies ~~adequate~~or tointerested ~~meet~~parties, as management and the ~~properties’~~board of ~~needs~~the Company may see fit.

2Center Star Mine

~~History~~Location, Access, and Logistics

The Center Star ~~deposit~~Mine ~~was~~is ~~developed~~located ~~around~~42 ~~1915~~miles southeast asof anGrangeville, ~~underground~~Idaho ~~mine.~~in InSections ~~the~~26 ~~early 1930’s the well-known mining entrepreneur Harry Day~~ and ~~associates~~35 ~~did~~of ~~additional~~Township ~~exploratory~~29 ~~work~~N, ~~which~~ ~~included~~Range ~~the~~7 ~~sinking of an incline winze to a depth of 150 feet~~E. MrB. ~~Day’s interest in developing the property ended in 1931~~M. ~~In the late 1930’s additional outside investment resulted~~ in ~~a stamp mill being erected and more significant tonnages being mined. However,~~ the ~~War~~Ten ~~Powers~~Mile ~~Act~~Mining ~~Order L-208 forced the stoppage of operations in 1942~~District.

~~After~~Access ~~WWII~~to ~~ended,~~the ~~work~~property ~~went~~is ongained ~~from~~by ~~time-to-time at~~a ~~the~~paved ~~Center~~state highway ~~Star~~connecting Grangeville and ~~this~~Elk ~~sporadic~~City. ~~work~~A ~~continued~~good ~~into~~mountain ~~the~~road ~~1960’s.~~approximately In5 ~~1968~~miles ain ~~6,800-foot~~length ~~power~~extends ~~line~~from ~~was~~the ~~constructed~~highway ~~and~~to ~~put~~the ~~into operation~~mine. ~~bringing~~The ~~electric~~mountain ~~power~~road tois ~~the~~of ~~site.~~a ~~From~~sufficient ~~1968~~quality to ~~1970~~transport ~~the~~equipment ~~underground~~and ~~workings~~materials ~~were~~to ~~advanced~~the anmine. ~~additional~~The ~~500~~road ~~feet.~~is Intypically ~~1971~~snowed-in ~~the Center~~during ~~Mine~~winter ~~was~~months ~~placed~~but oncould ~~standby~~be ~~awaiting~~maintained ~~more~~to ~~favorable~~allow ~~gold~~for ~~prices~~year-round access.

InPower ~~1980~~to the ~~Center~~mine ~~Star~~site ~~Mine~~will ~~was~~initially ~~again~~be ~~reopened.~~provided ~~Between~~by ~~1980 and 1981 the Center Star completed~~ a ~~$500,000~~diesel ~~mine~~generator ~~renovation, sampling,~~ and ~~drilling~~a ~~program~~diesel compressor. ~~Over~~In ~~2,000~~1968 ~~samples were taken from various areas of~~ the mine ~~and~~site ~~the~~was ~~drill~~connected ~~program~~to ~~resulted~~a in3-phase ~~defining~~electrical anpower ~~ore~~line. ~~block~~The ~~estimated~~power atline is ~~30,000~~no ~~tons~~longer ~~with~~operable ~~grades~~but ~~between~~can ~~.46 and~~be ~~.63~~repaired ~~ounces~~and tore-electrified in the ~~ton~~future. ~~Despite~~Water ~~this~~to ~~progress, by 1984~~ the ~~Center~~site ~~Star~~is ~~was~~available ~~once~~from ~~again~~a ~~placed~~year-round ~~on standby due to low gold prices. In~~mountain ~~1985~~stream ~~the~~that ~~mill~~should ~~building~~be ,adequate ~~milling~~to ~~equipment and~~meet ~~several buildings on~~ the ~~property~~properties’ ~~were removed and salvaged~~needs.

Clearwater Gold Corporation acquired the property by staking unpatented mining claims over the unclaimed ground in the late 1990’s and did some minor work on the project, as well as accumulation and organization of historic data on the project. The Company acquired all the issued and outstanding shares of Clearwater Gold Corporation as described above.3

~~Geology~~History

The Center Star ~~Mine~~deposit iswas indeveloped ~~Idaho~~around ~~about midway~~1915 ~~between~~as ~~Golden,~~an ~~Idaho~~underground ~~and Elk City, Idaho~~mine. ItIn isthe inearly 1930’s the ~~Central~~well-known ~~Idaho~~mining ~~Belt~~entrepreneur ~~Series~~Harry ~~rocks~~Day and isassociates indid ~~the~~additional ~~Ten-Mile~~exploratory work, ~~Mining~~which ~~District.~~included ~~The~~the ~~mine area~~sinking ~~is composed~~ of ~~banded~~an ~~Pre-Cambrian~~incline ~~Belt~~winze ~~gneisses~~to ~~and~~a ~~schists.~~depth ~~The~~of ~~general~~150 ~~area~~feet. ~~has~~Mr. ~~been~~Day’s ~~faulted,~~interest ~~and~~in ~~intrusions~~developing ofthe ~~granite~~property ~~dikes~~ended ~~and~~in ~~hornblendite~~1931. ~~sills~~In ~~are~~the ~~prominent.~~late A1930’s ~~series~~additional ofoutside ~~faults~~investment ~~and~~resulted ~~brecciated~~in ~~zones~~a ~~cuts~~stamp ~~through~~mill ~~the~~being ~~country~~erected ~~rock.~~and ~~The~~more ~~general~~significant ~~trend~~tonnages ~~of the~~being ~~faulted~~mined. ~~areas~~However, isthe ~~approximately~~War ~~north~~Powers 70Act ~~degrees~~Order ~~east~~L-208 ~~and~~forced ~~dips~~the 40stoppage ~~degrees~~of oroperations ~~more~~in ~~to the southeast~~1942.

~~Quartz~~After ~~follows~~WWII ~~faulted zones~~ended, ~~forming~~work ~~elongated~~went on from time-to-time ~~veins~~at ~~and~~the isCenter ~~also~~Star ~~found~~and asthis asporadic ~~replacement~~work ofcontinued ~~gneiss~~into the 1960’s. ~~Sulfide~~In ~~mineralization~~1968 isa ~~disseminated~~6,800-foot inpower ~~the~~line ~~vein~~was ~~quartz~~constructed and ~~silicified~~put ~~wall rock~~into ~~and~~operation ~~fills~~bringing ~~small~~electric ~~fractures~~power ~~and~~to ~~shattered~~the ~~zones~~site. ~~The~~From ~~most~~1968 ~~abundant~~to of1970 ~~these~~the ~~are~~underground ~~pyrite~~workings ~~and~~were ~~chalcopyrite.~~advanced ~~However,~~an ~~galena~~additional ~~and~~500 ~~sphalerite~~feet. In 1971 ~~are~~the ~~commonly~~Center ~~exposed~~Mine inwas ~~brecciated~~placed ~~zones~~on ofstandby ~~quartz~~awaiting ~~and~~more ~~wall~~favorable ~~rock~~gold prices.

~~The~~In ~~ore~~1980 isthe ~~found~~Center asStar ~~irregular~~Mine ~~and~~was ~~generally~~again ~~elongated~~reopened. ~~bodies~~Between ~~following~~1980 ~~faults~~and ~~which~~1981 ~~strike~~the ~~approximately~~Center ~~N70E.~~Star Acompleted ~~shear~~a ~~zone~~$500,000 ~~100~~mine ~~feet~~renovation, ~~wide~~sampling, ~~extending~~and ~~from~~drilling ~~about~~program. ~~240~~Over ~~feet~~2,000 insamples ~~the~~were ~~Weiss tunnel~~taken ~~contains~~from ~~all~~various areas of the ~~ore~~mine toand bethe ~~seen~~drill program resulted in ~~the~~defining ~~present~~an ~~workings.~~ore Ablock ~~series~~estimated ofat ~~faults~~30,000 ~~parallel~~tons ~~each~~with ~~other~~grades ~~within~~between ~~this~~.46 and ~~zone~~.63 ~~The~~ounces ~~country~~to ~~rock, surrounding~~ the ~~shear~~ton. ~~zone,~~Despite isthis ~~composed~~progress, ofby ~~schist~~1984 ~~and~~the ~~gneiss.~~Center ~~Intrusions~~Star ofwas ~~granite~~once ~~cutting~~again ~~the~~placed ~~country~~on ~~rock~~standby ~~are~~due ~~exposed~~to inlow ~~the~~gold ~~Weiss tunnel~~prices. ~~The~~In ~~schists~~1985 ~~and~~the ~~gneisses~~mill ~~grade~~building ~~into~~, ~~silicified~~milling ~~rock~~equipment and atseveral buildings on the ~~contact~~property ofwere ~~the~~removed ~~shear~~and ~~zone~~salvaged.

~~Drifting~~Clearwater ~~followed~~Gold ~~quartz~~Corporation ~~veins which vary in thickness~~acquired ~~from~~the ~~one~~property ~~inch~~by tostaking ~~ten~~unpatented ~~feet,~~mining ~~averaging~~claims ~~about~~over ~~five~~the ~~feet.~~unclaimed ~~The~~ground ~~quartz~~in ~~veins~~the ~~pinch~~late 1990’s and ~~swell~~did ~~throughout~~some ~~their~~minor ~~exposed~~work ~~length~~on ~~with~~the ~~alternating~~project, ~~brecciation.~~as ~~Quartz~~well inas ~~sometimes~~accumulation ~~seen~~and ~~grading~~organization ~~gradually~~of ~~into~~historic ~~silicified~~data ~~wall~~on ~~rock~~the ~~where~~project. ~~quartz~~The ~~veinlets~~Company ~~may~~acquired beall ~~observed extending into~~ the ~~wall~~issued ~~rock.~~and Itoutstanding isshares ~~these~~of Clearwater ~~veinlets~~Gold ~~that~~Corporation ~~often~~as ~~contain~~described ~~sulfides and free gold~~above.

~~Center Star Exploration Plans for 2024~~Geology

~~Past~~The ~~exploration~~Center Star Mine is in Idaho about midway between Golden, ~~development~~Idaho and ~~production~~Elk ~~on the~~City, ~~property~~Idaho. ~~has~~It ~~identified~~is ~~several~~in ~~ore~~the ~~bodies~~Central Idaho Belt Series rocks and ~~targets~~is ~~for~~in ~~future~~the ~~exploration.~~Ten-Mile ~~Potential~~Mining ~~for~~District. ~~additional~~The ~~mineralization~~mine area is ~~very~~composed ~~good as~~of ~~known~~banded ~~veins~~Pre-Cambrian Belt gneisses and ~~ore~~schists. ~~bodies~~The ~~appear~~general toarea behas ~~open~~been ~~for~~faulted, ~~expansion~~and inintrusions ~~all~~of ~~directions~~granite dikes and hornblendite sills are prominent. WeA ~~will~~series ~~use~~of ~~known~~faults ~~mineralization~~and ~~areas~~brecciated ~~from~~zones ~~previous~~cuts through the country rock. The general trend of the ~~geological~~faulted ~~reports~~areas tois ~~identify~~approximately ~~exploration~~north ~~targets~~70 degrees east and dips 40 degrees or more to the southeast.

WeQuartz ~~are~~follows ~~using~~faulted ~~geological mapping~~zones, ~~with~~forming ~~rock sampling~~elongated veins and ~~assaying~~is ~~programs~~also ~~that~~found ~~will~~as ~~focus~~a onreplacement ~~taking~~of ~~samples~~gneiss. ~~from~~Sulfide ~~rock~~mineralization ~~exposures~~is todisseminated ~~test~~in ~~and~~the ~~verify~~vein ~~historical~~quartz ~~assay~~and ~~reports.~~silicified ~~Successful~~wall ~~completion~~rock ofand ~~the~~fills ~~mapping~~small fractures and ~~sampling~~shattered ~~program~~zones. ~~will~~The ~~help~~most ~~guide~~abundant aof ~~drilling~~these ~~program~~are topyrite ~~better~~and ~~define~~chalcopyrite. ~~past~~However, ~~reported~~galena ~~ore~~and ~~blocks~~sphalerite are commonly exposed in brecciated zones of quartz and ~~resource~~wall ~~estimates~~rock.

3The ore is found as irregular and generally elongated bodies following faults which strike approximately N70E. A shear zone 100 feet wide, extending from about 240 feet in the Weiss tunnel contains all the ore to be seen in the present workings. A series of faults parallel each other within this zone. The country rock, surrounding the shear zone, is composed of schist and gneiss. Intrusions of granite cutting the country rock are exposed in the Weiss tunnel. The schists and gneisses grade into silicified rock at the contact of the shear zone.

~~Subject~~Drifting tofollowed ~~successful~~quartz ~~raising~~veins ofwhich ~~additional~~vary ~~capital~~in thickness wefrom ~~have~~one ~~budgeted~~inch ~~$250~~to ten feet,~~000~~ ~~for~~averaging ~~exploration~~about ~~work~~five ~~over~~feet. ~~the~~The ~~next~~quartz 6veins topinch 12and ~~months~~swell throughout their exposed length with alternating brecciation. ~~This~~Quartz ~~will~~in besometimes ~~made~~seen upgrading ofgradually ~~$50,000~~into ~~for~~silicified ~~sampling,~~wall ~~assays,~~rock ~~mapping,~~where quartz veinlets may be observed extending into ~~and~~the ~~computer~~wall ~~modeling,~~rock. ~~and~~It ~~$200,000~~is ~~for~~these ~~reverse-circulation~~veinlets ~~drilling~~that often contain sulfides and ~~associated~~free ~~assays~~gold.

~~We anticipate the exploration program will be co-managed by Greg Schifrin, a Director of the Company and John Ryan, a Director, and the CFO of the Company.~~4

~~Kris~~Center ~~Project~~Star Exploration Plans

~~Location,~~Past ~~Access~~exploration, development and ~~Logistics~~production on the property has identified several ore bodies and targets for future exploration. Potential for additional mineralization is very good as known veins and ore bodies appear to be open for expansion in all directions. We will use known mineralization areas from previous geological reports to identify exploration targets.

~~The~~In ~~Kris~~2024, ~~Prospect~~we isare ausing ~~zone~~geological ofmapping, ~~gold mineralization~~with inrock ~~the~~sampling ~~upper~~and ~~plate~~assaying ofprograms ~~the~~that ~~Grizzly~~will ~~Mountain~~focus ~~Thrust~~on ~~that~~taking ~~stretches~~samples ~~ten miles~~ from ~~Canyon~~rock ~~Dam,~~exposures ~~California~~to ontest ~~the~~and ~~northwest~~verify tohistorical ~~Crescent~~assay ~~Mills,~~reports. ~~California~~Successful oncompletion of the ~~southeast.~~mapping ~~The~~and ~~project~~sampling isprogram ~~entirely~~will ~~within~~help ~~Plumas~~guide ~~County,~~a ~~California~~drilling program to better define past reported ore blocks and resource estimates.

~~The~~In ~~Kris~~2025, ~~Prospect~~we ishave ~~located~~been ~~109~~conducting ~~road miles northwest~~three-dimensional ofmodeling ~~Reno,~~and ~~Nevada~~if inwe ~~Plumas~~acquire ~~County,~~additional ~~California.~~funding ~~Reno~~we iswill abe ~~major~~following ~~center~~through ~~for~~with ~~mining related activity in the USA and there are many assay labs~~sampling, ~~metallurgical~~ ~~labs~~assays, ~~service providers~~mapping, ~~drilling~~computer ~~contractors~~ modeling, and ~~mineral~~associated ~~industry consultants in the Greater Reno area~~assays.

~~Nearer the~~ Kris Project ~~there are restaurants, motels, a lumber yard, hardware outlets, and auto parts stores located in Chester, California, about 15 miles from the project.~~

~~The~~Location, ~~prospect~~Access, ~~is accessed by numerous well maintained Forest Service roads~~ and aLogistics maze of lesser quality logging and mineral exploration drill roads. There is a rail siding on the Western Pacific Railroad less than two miles from the property. There is a very adequate supply of water for mining operations and high voltage power lines are within two miles of the property. Logging is the main industry of the area and there are many truck drivers and equipment operators in the local community.

The ~~prospect~~Kris Prospect is ona ~~forested~~zone ~~land~~of atgold ~~an elevation~~mineralization in the upper plate of ~~4500-5500~~the ~~feet.~~Grizzly ~~Winter~~Mountain ~~snowfalls~~Thrust ~~can~~that bestretches ~~significant~~ten miles from Canyon Dam, ~~but~~California ~~mining~~on ~~operations~~the ~~can~~northwest beto ~~maintained~~Crescent ~~throughout~~Mills, California on the ~~winter~~southeast. The project is entirely within Plumas County, California

~~Land~~The ~~Status~~Kris Prospect is located 109 road miles northwest of Reno, Nevada in Plumas County, California. Reno is a major center for mining related activity in the USA and there are many assay labs, metallurgical labs, service providers, drilling contractors and mineral industry consultants in the Greater Reno area.

~~The~~Nearer ~~Company~~the ~~has~~Kris ~~signed~~Project athere ~~Memorandum~~are ~~of Understanding~~restaurants, ~~with Gold Express Mines~~motels, ~~Inc. to enter~~ a ~~Joint~~lumber ~~Venture~~yard, ~~(please~~hardware ~~see the more detailed description above). With respect to Gold Express Mines~~outlets, ~~Inc.,~~and itauto ~~has~~parts ~~entered~~stores ~~into~~located ain ~~lease with option to purchase agreement for the Kris Project with Robert Wetzel~~Chester, a California, ~~based geologist~~about ~~who~~15 ~~staked~~miles ~~the~~from ~~claims comprising~~ the project.

~~Mr.~~The ~~Wetzel~~prospect ~~staked~~is ~~and~~accessed ~~controls~~by numerous well maintained Forest Service roads and a ~~total~~maze of 74lesser ~~mining claims~~quality ~~through~~logging ~~his~~and ~~Company,~~mineral ~~“Grizzly~~exploration ~~Creek~~drill ~~Eco Gold”~~roads. ~~Mr.~~There ~~Wetzel~~is ~~located~~a ~~lode~~rail ~~claims~~siding ~~Kris~~on ~~#1-28,~~the ~~#41-57~~Western ~~and~~Pacific Railroad ~~#61-66~~less tothan ~~cover the~~two ~~area~~miles ~~around~~from the ~~Clear~~property. ~~Creek~~There ~~Mine~~is ~~and~~a ~~Goldstripe~~very ~~Mine,~~adequate supply of water for mining operations and ~~Kris~~high ~~#100-110,~~voltage ~~#114-120~~power lines toare ~~cover~~within two miles of the ~~area~~property. ~~around~~Logging is the ~~Cherokee~~main ~~Mine.~~industry Inof ~~addition, six~~the ~~“Kris~~area ~~Placer”~~and ~~claims~~there ~~have~~are ~~been~~many ~~located~~truck ~~over~~drivers ~~the~~and ~~existing~~equipment ~~heap~~operators in ~~leach~~the ~~pad~~local ~~areas~~community.

~~Past~~The ~~Production~~prospect ~~and~~is ~~History~~on forested land at an elevation of 4500-5500 feet. Winter snowfalls can be significant, but mining operations can be maintained throughout the winter.

~~There~~The ~~are~~Company athas ~~least~~no ~~ten~~plans ~~historical mines along the ten-mile mineral belt which hosts the Kris Project that have each produced from 10,000~~ to ~~100,000~~proceed ~~ounces~~with ~~of gold, as well as numerous smaller mines and prospects. Total production from this mineral trend, according to estimates presented in~~ the ~~California Division of~~exploration ~~Mines and Geology Bulletin #193, was more than 250,000 ounces~~ of ~~gold. Most of this production occurred during~~ the ~~period~~Kris ~~from 1860-1900~~Project. ~~There was also significant mining activity from 1931-1942. Virtually all the historic production before WWII was by underground methods.~~

With the rise in the price of gold in 1979, there was renewed interest in the potential of this district, especially for development of open-pit, heap-leachable gold deposits. A brief history of the exploration and mining conducted in the 1980s is presented below.5

~~Teck~~Land ~~Resources dug and sampled about 6000’ of backhoe trenches in 1979 and NCA drilled 27 shallow rotary holes in 1980.~~Status

~~Houston~~The ~~International~~Company ~~carried~~has ~~out~~signed a ~~comprehensive~~Memorandum of Understanding ~~exploration~~with ~~program~~Gold ~~focusing~~Express onMines, ~~the~~Inc. ~~Clear~~to ~~Creek~~enter ~~and~~a ~~Monkey~~Joint ~~James~~Venture ~~areas~~(please insee ~~1980-81~~the more detailed description above). ~~Following~~With ~~mapping~~respect ~~and~~to ~~sampling~~Gold Express Mines, ~~they~~Inc., ~~completed~~it ~~10,600 feet~~has ofentered ~~air~~into ~~track,~~a ~~rotary~~lease ~~and~~with ~~diamond~~option ~~drilling.~~to ~~The~~purchase ~~NCA/Calgom~~agreement ~~Joint~~for ~~Venture~~the ~~acquired~~Kris ~~Houston~~Project ~~International’s~~with ~~properties~~Robert inWetzel, ~~December~~a ofCalifornia based ~~1981~~geologist who staked the claims comprising the project.

4Mr. Wetzel staked and controls a total of 74 mining claims through his Company, “Grizzly Creek Eco Gold”. Mr. Wetzel located lode claims Kris #1-28, #41-57 and #61-66 to cover the area around the Clear Creek Mine and Goldstripe Mine, and Kris #100-110, #114-120 to cover the area around the Cherokee Mine. In addition, six “Kris Placer” claims have been located over the existing heap leach pad areas.

~~Calgom~~Past ~~conducted~~Production ~~rotary drilling from June to October 1981 focusing on the Goodwin, South Wolf Creek~~ and Gold Queen areas. This drilling totaled 13,275 feet in 93 holes. The Wolf Creek Adit was reopened and mapped and sampled in 1981. Significant property acquisitions were made in late 1981 and early 1982 bringing the venture holdings to about 9800 acres.History

AThere ~~major~~are ~~exploration~~at ~~effort~~least ~~was~~ten ~~undertaken~~historical onmines ~~the~~along ~~Goldstripe~~the ~~project~~ten-mile inmineral ~~1982.~~belt Awhich ~~total~~hosts ofthe ~~43,965~~Kris ~~feet~~Project ofthat ~~drilling~~have ineach ~~338~~produced ~~rotary~~from ~~holes~~10,000 ~~was~~to ~~completed.~~100,000 ~~299~~ounces of ~~these~~gold, ~~holes~~as ~~were~~well ~~drilled~~as ~~using~~numerous ~~conventional~~smaller ~~rotary~~mines and 39prospects. ~~were~~Total ~~drilled~~production ~~using~~from ~~reverse~~this ~~circulation.~~mineral ~~Hole~~trend, ~~depths~~according ~~ranged~~to ~~from~~estimates 40presented toin ~~320~~the ~~feet~~California Division of Mines and Geology Bulletin #193, was more than 250,000 ounces of gold. ~~The~~Most ~~Beatty~~of ~~ground~~this ~~between~~production occurred during the period from 1860-1900. ~~Clear~~There ~~Creek~~was ~~and~~also ~~Goodwin~~significant ~~areas~~mining ~~was~~activity ~~acquired~~from in1931-1942. ~~October~~Virtually ~~1982~~all ~~and~~the ~~drilling~~historic ~~was~~production ~~initiated~~before ~~but~~WWII ~~not~~was ~~completed~~by underground methods.

~~Pincock,~~With ~~Allen~~the ~~and~~rise ~~Holt~~in ~~prepared~~the aprice ~~feasibility study~~of gold in ~~1984~~1979, ~~that~~there was ~~showed~~renewed ainterest ~~minable~~in ~~reserve for~~ the ~~known~~potential ~~deposits~~ of 1this district,~~546,115~~ ~~tons~~especially offor ~~0.071~~development ~~opt Au. PAH projected a minable reserve~~ of ~~731~~open-pit,~~490~~ ~~tons~~heap-leachable ofgold 0deposits.~~073~~ atA abrief history ~~4.2:~~of ~~1 stripping ratio at~~ the ~~Clear~~exploration ~~Creek deposit,~~ and ~~148,400~~mining ~~tons~~conducted atin ~~0.071~~the ~~opt~~1980s Auis atpresented ~~a 5~~below.~~5:1 stripping ratio at the Monkey James deposit.~~

~~Permits~~Teck ~~were~~Resources ~~acquired~~dug and ~~mining~~sampled ~~started~~about ~~on the~~6000’ ~~Clear Creek deposit in 1985. Royal Gold~~ of ~~Denver~~backhoe ~~acquired~~trenches ~~the project~~ in ~~1987~~1979 and ~~referred~~NCA todrilled ~~the~~27 ~~project~~shallow asrotary ~~the~~holes Clear Creek Mine. According to records of Mr. Z. A. Arlin, the mine manager at the time, 744,775 tons at a grade of 0.065 opt Au were mined from the Clear Creek deposit, 119,724 tons of 0.057 were mined from the Monkey James and 20,710 tons of 0.044 were mined at the Goodwin. In total, 56,250 oz of gold in ~~885,209 ore tons at a grade of 0~~1980.~~064 ounces per ton were mined from 1985-89, along with 5,526,243 tons of waste rock.~~

~~Limited~~Houston ~~leaching~~International ofcarried ~~the~~out ~~heaps~~a ~~continued after~~comprehensive ~~mining~~exploration ~~stopped~~program infocusing ~~1989.~~on ~~The~~the ~~heaps~~Clear ~~were~~Creek ~~drilled~~and inMonkey ~~1990~~James ~~and~~areas ~~were~~in ~~estimated~~1980-81. toFollowing ~~contain~~mapping ~~894~~and sampling,~~000~~ ~~tons~~they ~~with~~completed a10,600 feet ~~residual grade~~ of ~~0.033~~air ~~opt Au. In 1991~~track, ~~Royal~~rotary ~~Gold conducted preliminary reclamation work~~ and ~~then~~diamond ~~forfeited~~drilling. aThe ~~$340,000~~NCA/Calgom ~~reclamation~~Joint ~~bond~~Venture toacquired ~~the~~Houston ~~Forest~~International’s ~~Service,~~properties ~~who~~in ~~completed~~December ~~reclamation~~of ~~work~~1981. ~~In 2010, the heaps are now well revegetated.~~

~~The~~Calgom ~~price~~conducted ofrotary ~~gold~~drilling ~~declined~~ from ~~about~~June ~~$500/oz~~to October 1981 focusing on the Goodwin, South Wolf Creek and Gold Queen areas. This drilling totaled 13,275 feet in ~~1982~~93 toholes. ~~less~~The ~~than~~Wolf ~~$350/oz~~Creek Adit was reopened and mapped and sampled in ~~1992~~1981. ~~Virtually~~Significant ~~all~~property ~~the~~acquisitions ~~lode~~were ~~claims~~made in late 1981 and early 1982 bringing the venture ~~district~~holdings ~~were~~to ~~abandoned~~about by9800 ~~1994~~acres.

~~Grizzly~~A ~~Creek~~major ~~Eco~~exploration ~~Gold~~effort ~~began~~was ~~preliminary~~undertaken ~~exploration~~on the ~~work~~Goldstripe project in ~~2009~~1982. ~~and~~A ~~began~~total ~~locating~~of ~~claims~~43,965 feet of drilling in ~~May~~338 ~~2010~~rotary holes was completed. Mr299 of these holes were drilled using conventional rotary and 39 were drilled using reverse circulation. ~~Wetzel~~Hole ~~undertook~~depths ~~work~~ranged onfrom 40 to 320 feet. The Beatty ground between the Clear ~~project~~Creek asand ~~time~~Goodwin areas was acquired in October 1982 and ~~funds~~drilling ~~allowed~~was initiated but not completed.

~~Gold~~Pincock, ~~Express~~Allen ~~Mines~~and ~~leased~~Holt ~~the~~prepared ~~Kris~~a ~~Project and~~feasibility ~~two~~study ~~other~~in ~~California~~1984 ~~projects~~that ~~from~~showed ~~Mr.~~a ~~Wetzel~~minable inreserve ~~2021~~for the known deposits of 1,546,115 tons of 0.071 Mropt Au. ~~Wetzel~~PAH ~~had~~projected ~~previously~~a ~~obtained~~minable reserve of 731,490 tons of 0.073 at a ~~drill~~4.2: ~~permit~~1 onstripping ratio at the ~~Kris~~Clear ~~Project~~Creek ~~which~~deposit, ~~was available~~and to148,400 betons ~~used~~at by0.071 ~~Gold~~opt ~~Express~~Au ~~Mines~~at ~~for~~a ~~drilling~~5.5:1 ~~which~~stripping ratio ~~occurred~~at inthe ~~October~~Monkey ofJames ~~2022~~deposit.

Drilling at the project commenced on October 5, 2022, and was completed on October 21, 2022. All reclamation work required by the permit was also finished by the end of October. The results from the drilling were exceptional and exceeded the expectations of Mr. Wetzel and Gold Express Mines personnel. Each of the three holes had very good gold results. The highlights of the drilling were as follows:6

·Permits ~~Drill~~were ~~hole~~acquired ~~K22C-1~~and ~~had~~mining astarted ~~total~~on ~~depth~~the Clear ofCreek ~~417~~deposit in 1985.5 ~~feet~~Royal Gold of Denver acquired the project in 1987 and ~~had~~referred anto ~~interval~~the ofproject ~~ten~~as ~~feet~~the ~~(from~~Clear ~~235-245′)~~Creek ~~that~~Mine. ~~ran~~According to 0records of Mr.~~445~~ ~~ounces~~Z. ~~per~~A. ~~ton~~Arlin, ~~gold~~the ~~gold;~~mine ·manager ~~Drill~~at ~~hole~~the ~~K22C-2~~time, ~~had~~744,775 atons ~~total~~at ~~depth~~a grade of ~~318.~~0.065 ~~feet~~opt ~~and~~Au ~~had~~were anmined ~~interval~~from ofthe ~~fifteen~~Clear ~~feet~~Creek ~~(from~~deposit, 119,724 ~~245-260′)~~tons ~~that~~of ~~ran~~ 0.~~340~~057 ~~ounces~~were ~~per~~mined ~~ton~~from ~~gold~~the ~~gold;~~Monkey ·James ~~Drill~~and ~~hole~~20,710 ~~K22C-3~~tons ~~had~~of a0.044 ~~total~~were ~~depth~~mined ofat ~~352~~the Goodwin.0 ~~feet~~In ~~and~~total, ~~had~~56,250 anoz ~~interval~~ of ~~fifteen~~gold in ~~feet~~885,209 ~~(from~~ore ~~270-285′)~~tons ~~that~~at ~~ran~~a grade of 0.~~246~~064 ounces per ton ~~gold~~were ~~gold~~mined from 1985-89, along with 5,526,243 tons of waste rock.

~~The~~Limited ~~true~~leaching ~~width intervals~~ of ~~each~~the ofheaps ~~the~~continued ~~above~~after ~~have~~mining ~~not~~stopped ~~yet~~in ~~been~~1989. ~~calculated~~The ~~but~~heaps ~~are~~were ~~not~~drilled ~~far~~in ~~off~~1990 ~~the~~and ~~apparent~~were ~~widths~~estimated ~~due~~ to ~~known~~contain ~~drilling~~894,000 ~~and~~tons ~~bedding~~with ~~geometries.~~a ~~These~~residual ~~drill~~grade ~~results indicate~~of ~~that~~0.033 aopt ~~high-grade~~Au. In ~~gold~~1991, ~~system~~Royal isGold ~~present~~conducted onpreliminary ~~the~~reclamation ~~property~~work ~~which~~and ~~may~~then beforfeited ~~amenable~~a to$340,000 ~~underground~~reclamation ~~mining.~~bond ~~The~~to ~~indicated widths of~~ the ~~mineralized~~Forest ~~intervals~~Service, ~~were~~who ~~very~~completed reclamation ~~good~~work. ~~and~~In ~~highly~~2010, ~~positive~~the ~~for~~heaps aare ~~potential~~now ~~future~~well ~~operation~~revegetated.

~~Regional~~The ~~Geology~~price ~~and~~of ~~Deposit~~gold ~~Type~~declined from about $500/oz in 1982 to less than $350/oz in 1992. Virtually all the lode claims in the district were abandoned by 1994.

~~The~~Grizzly ~~rocks in the project area are primarily a thick sequence of weakly metamorphosed middle to late Paleozoic peletic rocks with some volcanic interbeds. The dominant rock type at both the Clear~~ Creek ~~and~~Eco ~~Cherokee~~Gold ~~mines~~began ispreliminary ~~a thinly fissile phyllite/slate of the Permian Arlington Formation, which has been thrust over~~exploration awork ~~zone~~in of2009 ~~serpentine ultramafic rocks~~ and ~~mixed~~began ~~intrusive~~locating ~~rocks~~claims byin ~~the~~May ~~regional Grizzly Mountain Thrust Fault~~2010. ~~The Grizzly Mtn~~Mr. ~~Thrust is~~Wetzel ~~sympathetic~~undertook ~~and~~work ~~strikes~~on ~~parallel to~~ the ~~Melones~~project ~~(Mother~~as ~~Lode)~~time ~~Fault~~and ~~about~~funds ~~10 miles west of the project area~~allowed.

~~The~~Gold ~~Clear~~Express ~~Creek-Cherokee~~Mines ~~mineralization~~leased ~~is a classic example of mesothermal shear zone hosted or “Mother Lode” type mineralization. Two main types of gold mineralization have been noted in~~ the ~~district.~~Kris ~~The~~Project ~~first is quartz veining with veins made up of ribbons of white to blue grey quartz separated by selvages~~and oftwo ~~sericite-chlorite+-carbon~~other ~~with~~California ~~minor~~projects ~~pyrite~~from ~~and fine to coarse free gold~~Mr. ~~This~~Wetzel ~~veining~~in ~~often runs more than 0~~2021.4 ~~opt Au~~Mr. ~~The~~Wetzel ~~ore~~had ~~shoots of~~previously ~~this~~obtained ~~type~~a ofdrill ~~mineralization~~permit ~~are~~on ~~typically~~the ~~2-10~~Kris ~~feet~~Project ~~wide,~~which upwas available to abe ~~few~~used ~~hundred~~by ~~feet~~Gold ~~along~~Express ~~strike~~Mines ~~and~~for ofdrilling ~~varying~~which ~~depth~~occurred ~~down~~in ~~rake.~~October ~~Most~~ of ~~the historic mining targeted this type of mineralization~~2022.

~~The~~· ~~second~~Drill ~~type~~hole ofK22C-1 ~~mineralization~~had ~~consists~~a ~~of stockworks~~total depth of ~~quartz~~417.5 ~~veinlets~~feet ~~in strongly sericitized~~ and ~~albitite-phyllite~~had oran ~~intrusive~~interval ~~rock.~~of ~~Pyrite~~ten isfeet ~~common~~(from ~~both~~235-245′) inthat ~~the~~ran ~~quartz veinlets and sericite-albitite rock~~0.445 ~~This~~ounces ~~mineralization~~per ~~can~~ton begold; ~~spatially~~· ~~associated~~Drill ~~with~~hole ~~the~~K22C-2 ~~first~~had ~~type.~~a ~~Arsenic~~total ~~concentrations~~depth inof ~~both~~318.0 ~~types are~~feet ~~typically~~and ~~less~~had ~~than~~an ~~100~~interval ~~ppm. This type~~ of ~~mineralization~~fifteen ~~can~~feet be(from 50245-260′) ~~feet~~that ~~thick,~~ran ~~more~~0.340 ~~than~~ounces aper ~~thousand~~ton ~~feet~~gold; ~~along~~· ~~strike~~Drill ~~and~~hole ~~very~~K22C-3 ~~extensive down~~had ~~dip~~a ~~and~~total ~~typically~~depth ~~runs~~of ~~from 0~~352.~~05-~~ 0~~.40~~ ~~opt~~feet ~~Au.~~and ~~These~~had ~~zones~~an ~~can~~interval beof ~~stacked~~fifteen infeet ~~the~~(from ~~thrust~~270-285′) ~~fault zone~~ that ~~has~~ran an0.246 ~~overall~~ounces ~~thickness of~~per ~~hundreds~~ton ~~of feet~~gold.

~~Ribbon~~The ~~quartz~~true ~~veins~~width ~~have~~intervals ~~produced~~of ~~more~~each ~~than~~of 10the above ~~million~~have ~~ounces~~not ofyet ~~gold~~been incalculated but are not far off the ~~Grass~~apparent ~~Valley-Nevada~~widths ~~City~~due ~~district~~to ~~and~~known ~~sericite-quartz+-albite-pyrite~~drilling ~~zones~~and ~~have~~bedding ~~produced~~geometries. ~~plus~~These ~~large~~drill ~~gold~~results ~~deposits~~indicate inthat ~~many~~a ~~districts~~high-grade ingold ~~California~~system ~~including~~is ~~Royal~~present ~~Mountain~~on ~~King,~~the ~~Jamestown,~~property ~~Plymouth-Jackson~~which ~~and~~may ~~Carson~~be ~~Hill~~amenable to underground mining. ~~All~~The ofindicated ~~these~~widths ~~districts~~of ~~had~~the ~~production~~mineralized tointervals ~~depths~~were ofvery ~~greater~~good ~~than~~and ~~3000~~highly ~~feet~~positive ~~with~~for ~~consistent~~a ~~grade~~potential future operation.

~~Where~~Regional ~~the~~Geology zones of mineralization transect serpentine, the rock has been strongly altered to an ankerite-fuchsite-quartz-pyrite assemblage. This rock typically shows erratic gold concentration along the Goldstripe-Cherokee trend. Ankerite-fuchsite-quartz-pyrite rock constituted ore at many mines on the main Mother Lode especially Carson Hill and ~~the~~Deposit ~~Pine Tree-Josephine.~~Type

~~Like~~The rocks in the ~~Mother~~project ~~Lode,~~area ~~mineralization~~are isprimarily ~~associated~~a ~~with~~thick asequence ~~major~~of ~~regional~~weakly ~~reverse~~metamorphosed ~~fault.~~middle ~~Virtually~~to ~~all~~late ~~the~~Paleozoic ~~gold~~peletic ~~mineralization~~rocks inwith ~~the~~some ~~Goldstripe-Cherokee~~volcanic ~~belt~~interbeds. isThe indominant ~~the~~rock ~~hanging~~type ~~wall~~at both orthe ~~upper plate~~Clear ofCreek ~~the~~and ~~northwest~~Cherokee ~~trending~~mines ~~shallow~~is toa ~~moderately~~thinly ~~southwest~~fissile ~~dipping~~phyllite/slate 10of ~~plus~~the ~~mile~~Permian ~~long~~Arlington ~~Grizzly~~Formation, ~~Mountain~~which ~~Thrust~~has ~~fault.~~been ~~The~~thrust ~~zones~~over a zone of ~~mineralization~~ ~~generally~~serpentine ~~parallel~~ultramafic ~~the~~rocks ~~regional~~and ~~foliation~~mixed ~~which~~intrusive ~~parallels~~rocks by the regional Grizzly Mountain ~~Mtn.~~Thrust ~~thrust~~Fault. ~~There~~The ~~are~~Grizzly ~~also~~Mtn. ~~zones~~Thrust is ofsympathetic ~~high angle~~and ~~mineralization~~strikes ~~that~~parallel ~~cut~~to the ~~regional~~Melones ~~foliation.~~(Mother ~~Mineralized~~Lode) ~~zones~~Fault ~~hundreds~~about of10 ~~feet~~miles ~~thick~~west ~~have~~of ~~been developed along~~ the ~~zone~~project area.

~~Kris~~The ~~Exploration~~Clear ~~Plans~~Creek-Cherokee ~~for~~mineralization ~~2024~~is a classic example of mesothermal shear zone hosted or “Mother Lode” type mineralization. Two main types of gold mineralization have been noted in the district. The first is quartz veining with veins made up of ribbons of white to blue grey quartz separated by selvages of sericite-chlorite+-carbon with minor pyrite and fine to coarse free gold. This veining often runs more than 0.4 opt Au. The ore shoots of this type of mineralization are typically 2-10 feet wide, up to a few hundred feet along strike and of varying depth down rake. Most of the historic mining targeted this type of mineralization.

Past exploration, development and production on the property has identified several ore bodies and targets for future exploration. Potential for additional mineralization is very good as known veins and ore bodies appear to be open for expansion in all directions. Drill targets for future potential gold mineralization expansion are apparent, and one permitted drill pad is available for an immediate drill program. Snow levels in this area typically are clear by early June and the area stays open for drilling activity until mid-November.7

~~Subject~~The tosecond ~~successful~~type ~~raising~~ of ~~sufficient~~mineralization ~~additional~~consists of ~~capital,~~stockworks weof ~~have~~quartz ~~budgeted~~veinlets ~~$250,000~~in ~~for~~strongly ~~core~~sericitized ~~drilling~~and ofalbitite-phyllite ~~four~~or ~~holes~~intrusive ~~from~~rock. ~~the~~Pyrite ~~existing~~is ~~permitted~~common ~~pad~~both in the quartz veinlets and ~~for~~sericite-albitite rock. This mineralization can be spatially associated ~~assays~~with ofthe ~~samples~~first type. We ~~are~~Arsenic ~~also~~concentrations ~~allocating~~in ~~$30,000~~both ~~for~~types are ~~work~~typically ~~associated~~less ~~with~~than ~~filing~~100 ppm. This type of ~~permits~~mineralization ~~for~~can ~~new~~be ~~drill~~50 ~~pads~~feet ~~along~~thick, ~~the~~more than a thousand feet along strike ofand very extensive down dip and typically runs from 0.05- 0.40 opt Au. These zones can be stacked in the ~~indicated~~thrust ~~vein~~fault ~~system~~zone that has an overall thickness of hundreds of feet.

WeRibbon ~~anticipate~~quartz ~~the~~veins ~~exploration~~have ~~program~~produced ~~will~~more bethan 10 ~~co-managed~~million byounces ~~Greg~~of ~~Schifrin,~~gold ain ~~Director~~the ofGrass ~~the~~Valley-Nevada ~~Company~~City district and ~~John~~sericite-quartz+-albite-pyrite ~~Ryan,~~zones ahave ~~Director~~produced plus large gold deposits in many districts in California including Royal Mountain King, Jamestown, Plymouth-Jackson and ~~the~~Carson ~~CFO~~Hill. All of ~~the~~these ~~Company~~districts had production to depths of greater than 3000 feet with consistent grade.

~~OUR~~Where ~~EXPLORATION~~the ~~PROCESS~~zones of mineralization transect serpentine, the rock has been strongly altered to an ankerite-fuchsite-quartz-pyrite assemblage. This rock typically shows erratic gold concentration along the Goldstripe-Cherokee trend. Ankerite-fuchsite-quartz-pyrite rock constituted ore at many mines on the main Mother Lode especially Carson Hill and the Pine Tree-Josephine.

~~Our~~Like ~~exploration~~the ~~program~~Mother isLode, ~~designed~~mineralization tois ~~acquire,~~associated ~~explore,~~with ~~and~~a ~~evaluate~~major ~~exploration~~regional ~~properties~~reverse fault. Virtually all the gold mineralization in anthe ~~economically~~Goldstripe-Cherokee ~~efficient~~belt ~~manner~~is in the hanging wall or upper plate of the northwest trending shallow to moderately southwest dipping 10 plus mile long Grizzly Mountain Thrust fault. WeThe ~~have~~zones ~~not~~of mineralization atgenerally ~~this~~parallel ~~time~~the ~~identified~~regional orfoliation ~~delineated~~which ~~any~~parallels the Grizzly Mountain Mtn. thrust. There are also zones of high ~~mineral~~angle ~~reserves~~mineralization onthat ~~any~~cut the regional foliation. Mineralized zones hundreds of ~~our~~feet ~~properties~~thick have been developed along the zone.

WeKris ~~expect~~Exploration our exploration work on a given property to proceed generally in three phases. Decisions about proceeding to each successive phase will take into consideration the completion of the previous phases and our analysis of the results of those phases.Plans

~~The~~Past ~~first~~exploration, ~~phase~~development and production on the property has identified several ore bodies and targets for future exploration. Potential for additional mineralization is ~~intended~~very good as known veins and ore bodies appear to ~~determine~~be ~~whether~~open for expansion in all directions. Drill targets for future potential gold mineralization aexpansion ~~prospect~~are ~~warrants~~apparent, ~~further~~and ~~exploration~~one permitted drill pad is available for an immediate drill program. Snow levels in this area typically are clear by early June and ~~involves:~~the area stays open for drilling activity until mid-November.

·The ~~researching~~Company ~~the~~has ~~available~~no ~~geologic~~plans ~~literature;~~to ·proceed ~~interviewing geologists, mining engineers and others familiar~~ with the prospect sites; · conducting geologic mapping, geophysical testing, and geochemical testing; · examining any existing workings, such as trenches, prospect pits, shafts, or tunnels; · digging trenches that allow for an examination exploration of ~~surface vein structures as well as for efficient reclamation, contouring and re-seeding of disturbed areas; and · analyzing samples for minerals that are known to have occurred in~~ the ~~test~~Kris ~~area~~Project.

6Cable Mine

~~Subject~~Cable toMine ~~obtaining the necessary permits in a timely manner, the first phase can typically be completed on an individual property in several months at a cost of less than $200,000.~~History

The ~~second~~Cable ~~phase~~Mine is ~~intended~~widely toconsidered ~~identify~~one ~~any~~of ~~mineral~~Montana’s ~~deposits~~top tier bonanza-grade gold producers and is known for its museum quality specimen gold. The Cable lode was discovered in 1866 and saw several periods of ~~potential~~hard ~~economic~~rock ~~importance~~operation before being forced into dormancy by the War Powers Act of 1941. Review of Cable’s production records and ~~would~~proprietary ~~involve:~~data from recent exploration has identified the most viable lode and placer resources and are the basis for this business plan.

· examining underground characteristics of mineralization that were previously identified; · conducting more detailed geologic mapping; · conducting more advanced geochemical and geophysical surveys; · conducting more extensive trenching; and · conducting exploratory drilling.8

~~Subject~~Property to obtaining the necessary permits in a timely manner, the second phase can typically be completed on an individual property in nine to twelve months at a cost of less than $1 million. None of our properties has reached the second phase.Description

Merit Mines LLC has acquired exploration rights and a purchase option for the Cable Gold Mine in Deer Lodge County, Montana. The ~~third~~Cable ~~phase~~property isconsists ~~intended~~of to480 ~~precisely~~acres ~~define~~of patented ground ~~depth,~~and ~~width,~~500 ~~length~~acres of unpatented mining claims owned by Cable Mountain Mining Inc. (“CMMI”). Goods and services are available in Anaconda and Philipsburg, ~~tonnage~~14 and ~~value~~20 ~~per~~road ~~ton~~miles distance, respectively. The most likely candidate for processing of ~~any~~Cable ~~deposit~~ore ~~that~~is ~~has~~the ~~been~~fully permitted ~~identified~~Contact ~~and~~Mill ~~would~~at ~~involve:~~Philipsburg; a Merit principal is the co-owner of this mill.

·Principal drilling to develop the mining site; · conducting metallurgical testing; and · obtaining other pertinent technical information required to define an ore reserve and complete a feasibility study depending upon the nature of the deposit, the third phase on any one property could take one to five years or more and cost well more than $1 million. None of our properties has reached the third phase.Asset

WeMerit’s ~~intend~~Cable toProject ~~explore~~is ~~and~~focused ~~develop~~on ~~our~~an ~~properties~~underground ~~ourselves,~~copper-gold ~~although~~resource. ~~our~~The ~~plans~~resource ~~could~~block ~~change~~was ~~depending~~initially onexplored in the ~~terms~~early 1900s by longhole core drilling and ~~availability~~was ofestimated ~~financing~~to contain 207,000 tons grading 1.5 to 4% copper and ~~the~~0.11 ~~terms~~to or0.14 ~~merits~~ounces gold per ton. To the best of ~~any~~our ~~joint~~knowledge, ~~venture~~this resource remains intact. ~~proposals~~Modern core drilling at the margins of the block intercepted multiple 5-foot intervals grading 0.23 to 3.44 ounces gold per ton.

~~GOVERNMENT~~Additional ~~REGULATION~~Assets

~~General~~The Cable property also offers significant potential to host a deep bulk-mineable copper +/- gold porphyry deposit below the target Cu-Au resource block. This porphyry target has been reviewed by two major mining companies and is likely to receive additional attention as metal prices continue to rise and viable projects on private land become less available. Two placer deposits occur within the patented ground; modern drilling and trenching on these deposits have yielded encouraging gold values. The recreation and real estate value of the Cable property is significant.

Our activities are and will be subject to extensive federal, state, and local laws governing the protection of the environment, prospecting, mine development, production, taxes, labor standards, occupational health, mine safety, toxic substances, and other matters. The costs associated with compliance with such regulatory requirements are substantial and possible future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development and continued operation of our properties, the extent of which cannot be predicted. In the context of environmental permitting, including the approval of reclamation plans, we must comply with known standards and regulations which may entail significant costs and delays.9

~~Although~~OUR weEXPLORATION are committed to environmental responsibility and believe we are in substantial compliance with applicable laws and regulations, amendments to current laws and regulations, more stringent implementation of these laws and regulations through judicial review or administrative action or the adoption of new laws could have a materially adverse effect upon our results of operations.PROCESS

7Our exploration program is designed to acquire, explore, and evaluate exploration properties in an economically efficient manner. We have not at this time identified or delineated any mineral reserves on any of our properties.

~~Federal~~We ~~Environmental~~expect ~~Laws~~our exploration work on a given property to proceed generally in three phases. Decisions about proceeding to each successive phase will take into consideration the completion of the previous phases and our analysis of the results of those phases.

Certain mining wastes from extraction and beneficiation of ores are currently exempt from the extensive set of Environmental Protection Agency (“EPA”) regulations governing hazardous waste, although such wastes may be subject to regulation under state law as a solid or hazardous waste. The ~~EPA~~first ~~has~~phase ~~worked~~is onintended ~~a program~~ to ~~regulate~~determine ~~these mining wastes pursuant to its solid waste management authority under the Resource Conservation and Recovery Act (“RCRA”).~~whether Certain ore processing and other wastes are currently regulated as hazardous wastes by the EPA under RCRA. If our future mine wastes, if any, were treated as hazardous waste or such wastes resulted in operations being designated as a ~~“Superfund”~~prospect ~~site~~warrants ~~under the~~further ~~Comprehensive~~exploration ~~Environmental Response, Compensation~~ and Liability Act (“CERCLA” or “Superfund”) for cleanup, material expenditures would be required for the construction of additional waste disposal facilities or for other remediation expenditures. Under CERCLA, any present owner or operator of a Superfund site or an owner or operator at the time of its contamination generally may be held liable and may be forced to undertake remedial cleanup action or to pay for the government’s cleanup efforts. Such owner or operator may also be liable to governmental entities for the cost of damages to natural resources, which may be substantial. Additional regulations or requirements may also be imposed upon our future tailings and waste disposal, if any, in Nevada under the Federal Clean Water Act (“CWA”) and state law counterparts. We have reviewed and considered current federal legislation relating to climate change and we do not believe it to have a material effect on our operations. Additional regulation or requirements under any of these laws and regulations could have a materially adverse effect upon our results of operations.involves:

~~ITEM~~· 1Aresearching ~~RISK~~the ~~FACTORS~~available geologic literature; · interviewing geologists, mining engineers and others familiar with the prospect sites; · conducting geologic mapping, geophysical testing, and geochemical testing; · examining any existing workings, such as trenches, prospect pits, shafts, or tunnels; · digging trenches that allow for an examination of surface vein structures as well as for efficient reclamation, contouring and re-seeding of disturbed areas; and · analyzing samples for minerals that are known to have occurred in the test area.

~~Our~~Subject ~~business~~to ~~faces~~obtaining ~~many~~the ~~risks.~~necessary ~~Any~~permits ~~of the risks~~in ~~discussed~~a ~~below~~timely manner, orthe ~~elsewhere~~first inphase ~~this~~can ~~report~~typically orbe incompleted ~~our~~on ~~other~~an ~~filings~~individual ~~with~~property ~~the~~in ~~SEC,~~several ~~could~~months ~~have~~at a ~~material~~cost ~~impact~~of onless ~~our~~than ~~business~~$200, ~~financial condition, or results of operations~~000.

AnThe ~~investment~~second inphase ~~our securities~~ is ~~speculative and~~intended ~~involves~~to aidentify ~~high~~any ~~degree~~mineral deposits of ~~risk.~~potential ~~Please~~economic ~~carefully~~importance ~~consider~~and ~~the~~would ~~following risk factors, as well as the possibility of the loss of your entire investment, before deciding to invest in our securities.~~involve:

~~Risks~~· ~~Related~~examining tounderground ~~our~~characteristics ~~Business~~of mineralization that were previously identified; · conducting more detailed geologic mapping; · conducting more advanced geochemical and geophysical surveys; · conducting more extensive trenching; and · conducting exploratory drilling.

~~Due~~Subject to ~~our~~obtaining ~~history~~the ofnecessary ~~operating~~permits ~~losses~~in ~~our auditors~~a ~~are~~timely ~~uncertain~~manner, the ~~that~~second wephase ~~will~~can typically be ~~able~~completed on an individual property in nine to ~~continue~~twelve asmonths at a ~~going~~cost ~~concern~~of less than $1 million. None of our properties has reached the second phase.

~~Our~~The ~~financial~~third ~~statements~~phase ~~have~~is ~~been~~intended ~~prepared assuming that we will continue as a going concern. Due~~ to ~~our~~precisely ~~continuing~~define depth, ~~operating losses and negative cash flows from our operations~~width, ~~the reports of our auditors issued in connection with our consolidated financial statements for the fiscal years ended December 31~~length, ~~2023~~tonnage and ~~2022, contain~~value ~~explanatory~~per ~~paragraphs~~ton ~~indicating~~of ~~that the foregoing matters raised substantial doubt about our ability to continue as a going concern. We cannot provide~~ any ~~assurance~~deposit that wehas ~~will~~been beidentified ~~able~~and towould ~~continue as a going concern.~~involve:

We· ~~have~~drilling noto ~~history~~develop the mining site; · conducting metallurgical testing; and · obtaining other pertinent technical information required to define an ore reserve and complete a feasibility study depending upon the nature of the deposit, the third phase on any one property could take one to five years or more and ~~limited~~cost ~~experience in~~well ~~mineral~~more ~~production~~than $1 million. None of our properties has reached the third phase.

We ~~have~~intend noto ~~history~~explore of and ~~limited~~develop ~~experience~~our inproperties ~~producing gold or other metals. In addition~~ourselves, although our ~~management~~plans ~~has~~could ~~limited~~change ~~technical~~depending ~~training~~on ~~and~~the ~~experience~~terms ~~with exploring for, starting~~ and~~/or~~ ~~operating~~availability ~~a mine. Our management may not be fully aware~~ of ~~many~~financing ofand the ~~specific~~terms ~~requirements related to working within this industry. Their decisions and choices may not consider standard engineering~~ or ~~managerial~~merits ~~approaches~~of ~~mineral~~any ~~exploration~~joint ~~companies commonly use.~~venture ~~Our operations, earnings and ultimate financial success could suffer due to our management’s limited experience in this industry~~proposals. As a result, we would be subject to all the risks associated with establishing a new mining operation and business enterprise. We may never successfully establish mining operations, and any such operations may not achieve profitability.

810

WeGOVERNMENT ~~have no proven or probable reserves.~~REGULATION

~~We are currently in the exploration stage and have no proven or probable reserves, as those terms are defined by the Securities and Exchange Commission (“SEC”) on any of our properties.~~General

ToOur ~~demonstrate~~activities ~~the~~are ~~existence~~and ofwill ~~proven~~be orsubject ~~probable~~to extensive ~~reserves~~federal, ~~under SEC guidelines~~state, itand ~~would~~local belaws ~~necessary~~governing ~~for~~the usprotection toof ~~advance~~ the ~~exploration~~environment, ofprospecting, ~~our~~mine ~~properties~~development, byproduction, ~~significant~~taxes, ~~drilling~~labor ~~to demonstrate~~standards, ~~the~~occupational ~~existence~~health, ofmine ~~sufficient~~safety, ~~mineralized~~toxic ~~material~~substances, ~~with~~and ~~satisfactory~~other ~~continuity~~matters. ~~which~~The ~~would~~costs ~~provide~~associated ~~the~~with ~~basis~~compliance ~~for~~with asuch ~~feasibility~~regulatory ~~study which~~requirements ~~would~~are ~~demonstrate~~substantial ~~with~~and ~~reasonable~~possible ~~certainty~~future ~~that~~legislation ~~the~~and ~~mineralized~~regulations ~~material~~could ~~can~~cause beadditional ~~economically~~expense, ~~extracted~~capital expenditures, restrictions and delays ~~produced.~~in Wethe dodevelopment ~~not~~and ~~have~~continued ~~sufficient data~~operation toof ~~support~~our aproperties, ~~feasibility~~the ~~study~~extent ~~regarding~~of ~~the~~which ~~Properties,~~cannot ~~and~~be topredicted. ~~perform~~In the ~~drill~~context ~~work~~of toenvironmental permitting, ~~support~~including ~~such~~the ~~feasibility~~approval ~~study~~of reclamation plans, we must ~~obtain~~ ~~the~~comply ~~necessary~~with ~~permits~~known standards and ~~funds~~regulations towhich ~~continue~~may ~~our~~entail ~~exploration~~significant costs ~~efforts~~and delays.

ItAlthough ~~is possible that, even after~~ we ~~have~~are ~~obtained sufficient~~committed ~~geologic data~~ to ~~support~~environmental ~~a feasibility study on the Properties, such study will conclude that none of the identified mineral~~responsibility ~~deposits can be economically~~ and ~~legally~~believe ~~extracted or produced. If~~ we ~~cannot~~are ~~adequately~~in ~~confirm~~substantial orcompliance ~~discover~~with ~~any~~applicable ~~mineral~~laws ~~reserves~~and ~~of precious metals on the Properties~~regulations, weamendments ~~may not be able~~ to ~~generate~~current ~~any~~laws ~~revenues.~~and ~~Even~~regulations, ifmore ~~we discover mineral reserves on the Properties in the future~~stringent ~~that~~implementation ~~can~~of bethese ~~economically~~laws ~~developed, the initial capital costs associated with development~~ and ~~production~~regulations ofthrough ~~any~~judicial ~~reserves~~review ~~found~~or isadministrative ~~such that~~action weor ~~might not be profitable for a significant time after~~ the ~~initiation~~adoption of ~~any~~new ~~development~~laws orcould ~~production.~~have ~~The commercial viability~~a ofmaterially aadverse ~~mineral~~effect ~~deposit~~upon ~~once discovered is dependent on several factors beyond~~ our ~~control,~~results ~~including attributes~~ of ~~the deposit such as size, grade, and proximity to infrastructure, as well as metal prices~~operations. ~~In addition, development of a project as significant as the ones we might be planning will likely require significant debt financing, the terms of which could contribute to a delay of profitability.~~

~~The~~Federal ~~exploration~~Environmental ~~of mineral properties is highly speculative in nature, involves substantial expenditures and is frequently non-productive.~~Laws

~~Mineral~~Certain ~~exploration~~mining iswastes ~~highly~~from ~~speculative~~extraction inand ~~nature~~beneficiation of ores are currently exempt from the extensive set of Environmental Protection Agency (“EPA”) regulations governing hazardous waste, although such wastes may be subject to regulation under state law as a solid or hazardous waste. The EPA has worked on a program to regulate these mining wastes pursuant to its solid waste management authority under the Resource Conservation and isRecovery ~~frequently~~Act ~~non-productive~~(“RCRA”). Certain ~~Substantial~~ore ~~expenditures~~processing and other wastes are currently regulated as hazardous wastes by the EPA under RCRA. If our future mine wastes, if any, were treated as hazardous waste or such wastes resulted in operations being designated as a “Superfund” site under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA” or “Superfund”) for cleanup, material expenditures would be required for the construction of additional waste disposal facilities or for other remediation expenditures. Under CERCLA, any present owner or operator of a Superfund site or an owner or operator at the time of its contamination generally may be held liable and may be forced to: undertake remedial cleanup action or to pay for the government’s cleanup efforts. Such owner or operator may also be liable to governmental entities for the cost of damages to natural resources, which may be substantial. Additional regulations or requirements may also be imposed upon our future tailings and waste disposal, if any, in Nevada under the Federal Clean Water Act (“CWA”) and state law counterparts. We have reviewed and considered current federal legislation relating to climate change and we do not believe it to have a material effect on our operations. Additional regulation or requirements under any of these laws and regulations could have a materially adverse effect upon our results of operations.

· establish ore reserves through drilling and metallurgical and other testing techniques; · determine metal content and metallurgical recovery processes to extract metal from the ore; and · design mining and processing facilities.11

IfITEM ~~we discover ore at the Properties, we expect that it would be several additional years from the initial phases of exploration until production is possible~~1A. ~~During~~RISK ~~this time, the economic feasibility of production could change~~FACTORS. ~~As a result of these uncertainties, there can be no assurance that our exploration programs will result in proven and probable reserves in sufficient quantities to justify commercial operations.~~

~~Even~~Our ifbusiness ~~our~~faces ~~exploration~~many ~~efforts~~risks. atAny of the ~~Properties~~risks ~~are~~discussed ~~successful~~below, weor ~~may~~elsewhere ~~not~~in bethis ~~able~~report toor ~~raise~~in our other filings with the ~~funds~~SEC, ~~necessary~~could tohave ~~develop~~a ~~the~~material ~~Properties~~impact on our business, financial condition, or results of operations.

IfAn ~~our~~investment ~~exploration~~in ~~efforts at~~ our ~~prospects~~securities ~~are successful,~~is ~~of which there can be no assurance, our current estimates indicate that we may be required to raise substantial external financing~~speculative ~~to develop~~ and ~~construct~~involves the mines. Sources of external financing could include bank borrowings and debt and equity offerings, but financing has become significantly more difficult to obtain in the current market environment. The failure to obtain financing would have a ~~material adverse~~high ~~effect~~degree ~~on our growth strategy and our results~~ of ~~operations and financial condition~~risk. WePlease ~~currently~~carefully ~~have~~consider ~~no specific plan to obtain~~ the ~~necessary~~following ~~funding~~risk ~~and there exist no agreements~~factors, ~~commitments,~~as orwell ~~arrangements~~as ~~to provide us with~~ the ~~financing~~possibility ~~that we may need. There can be no assurance that we will commence production at any~~ of ~~our Properties or generate sufficient revenues to meet our obligations as they become due or obtain necessary financing on acceptable terms, if at all, and we may not be able to secure~~ the ~~financing~~loss necessary to begin or sustain production at the Properties. Our failure to raise needed funding could also result in our inability to meet our future royalty and work commitments under our mineral leases, which could result in a forfeiture of ~~our mineral interest altogether and a default~~your ~~under~~entire ~~other financial commitments. In addition~~investment, ~~should~~before wedeciding ~~incur significant losses in future periods, we may be unable~~ to ~~continue~~invest ~~as a going concern, and we may not be able to realize our assets and settle our liabilities~~ in ~~the normal course of business at amounts reflected in~~ our ~~financial statements included or incorporated herein by reference~~securities.

9Risks Related to our Business.

WeDue ~~may~~to ~~not~~our history of operating losses our auditors are uncertain that we will be able to ~~obtain~~continue ~~permits~~as ~~required for~~a ~~development~~going ~~of the Properties~~concern.

InOur ~~the~~financial ~~ordinary~~statements ~~course~~have ofbeen ~~business,~~prepared ~~mining companies~~assuming ~~are~~that ~~required~~we towill ~~seek~~continue ~~governmental~~as ~~permits~~a ~~for~~going ~~expansion of existing operations or for the commencement of new operations~~concern. WeDue ~~will be required~~ to ~~obtain numerous permits for~~ our ~~Properties.~~continuing ~~Obtaining~~operating ~~the~~losses ~~necessary governmental permits is a complex~~ and ~~time-consuming~~negative ~~process~~cash ~~involving numerous~~flows ~~jurisdictions~~from ~~and~~our ~~often~~operations, ~~involving public hearings and costly undertakings. Our efforts to develop~~ the ~~Properties may also be~~reports ~~opposed~~of byour ~~environmental~~auditors ~~groups.~~issued Inin ~~addition,~~connection ~~mining~~with ~~projects~~our ~~require~~consolidated ~~the~~financial ~~evaluation~~statements ~~of environmental impacts~~ for ~~air,~~the ~~water,~~fiscal ~~vegetation, wildlife,~~years ~~cultural,~~ended ~~historical,~~December ~~geological~~31, ~~geotechnical,~~2024 ~~geochemical, soil~~ and ~~socioeconomic conditions. An Environmental Impact Statement~~2023, ~~would~~contain beexplanatory ~~required~~paragraphs ~~before~~indicating wethat ~~could commence mine development or mining activities. Baseline environmental conditions are~~ the ~~basis~~foregoing onmatters ~~which direct~~raised ~~and~~substantial ~~indirect~~doubt ~~impacts~~about ofour ~~the~~ability ~~Properties~~to ~~are~~continue ~~evaluated~~as ~~and~~a ~~based on which potential mitigation measures would be proposed~~going concern. IfWe ~~the Properties~~cannot ~~were~~provide ~~found~~any toassurance ~~impact~~that ~~the baseline conditions significantly adversely,~~ we ~~could~~will ~~incur~~be ~~significant~~able ~~additional costs~~ to ~~avoid or~~continue ~~mitigate~~as ~~the~~a ~~adverse~~going ~~impact, and delays in the development of Properties could result~~concern.

~~Permits~~We ~~would~~have ~~also~~no behistory ~~required~~of ~~for, among other things, storm-water discharge; air quality; wetland disturbance; dam safety (for water storage~~ and~~/or~~ ~~tailing~~limited ~~storage); septic and sewage;~~experience ~~and~~in ~~water~~mineral ~~rights appropriation~~production. ~~In addition, compliance must be demonstrated with the Endangered Species Act and the National Historical Preservation Act.~~

~~The~~We ~~mining~~have no history of and limited experience in producing gold or other metals. In addition, our management has limited technical training and experience with exploring for, starting and/or operating a mine. Our management may not be fully aware of many of the specific requirements related to working within this industry. Their isdecisions ~~intensely~~and ~~competitive~~choices may not consider standard engineering or managerial approaches mineral exploration companies commonly use. Our operations, earnings and ultimate financial success could suffer due to our management’s limited experience in this industry. As a result, we would be subject to all the risks associated with establishing a new mining operation and business enterprise. We may never successfully establish mining operations, and any such operations may not achieve profitability.

~~The mining industry is intensely competitive.~~ We ~~may be at a competitive disadvantage because we must compete with other individuals and companies, many of which~~ have ~~greater~~no ~~financial resources,~~proven ~~operational experience, and technical capabilities than we do. Increased competition could adversely affect our ability to attract necessary capital funding~~ or ~~acquire~~probable ~~suitable producing properties or prospects for mineral exploration in the future~~reserves. ~~We may also encounter increasing competition from other mining companies in our efforts to locate acquisition targets, hire experienced mining professionals and acquire exploration resources.~~

~~Our~~We ~~future~~are ~~success~~currently isin ~~subject~~the toexploration ~~risks~~stage ~~inherent~~and have inno proven or probable reserves, as those terms are defined by the ~~mining~~Securities ~~industry~~and Exchange Commission (“SEC”) on any of our properties.

~~Our~~To ~~future~~demonstrate ~~mining~~the ~~operations,~~existence ifof ~~any~~proven or probable reserves under SEC guidelines, it would be necessary for us to advance the exploration of our properties by significant drilling to demonstrate ~~subject~~the existence of sufficient mineralized material with satisfactory continuity which would provide the basis for a feasibility study which would demonstrate with reasonable certainty that the mineralized material can be economically extracted and produced. We do not have sufficient data to ~~all~~support a feasibility study regarding the ~~hazards~~Properties, and ~~risks~~to ~~normally~~perform ~~incident~~the drill work to ~~developing~~support such feasibility study, we must obtain the necessary permits and ~~operating~~funds ~~mining~~to ~~properties.~~continue ~~These~~our ~~risks~~exploration ~~include:~~efforts.

·It ~~insufficient~~is ~~ore~~possible ~~reserves;~~that, ·even ~~fluctuations~~after inwe ~~metal~~have ~~prices~~obtained sufficient geologic data to support a feasibility study on the Properties, such study will conclude that none of the identified mineral deposits can be economically and ~~increase~~legally extracted or produced. If we cannot adequately confirm or discover any mineral reserves of precious metals on the Properties, we may not be able to generate any revenues. Even if we discover mineral reserves on the Properties in ~~production~~the future that can be economically developed, the initial capital costs ~~that~~associated ~~may~~with ~~make~~development ~~mining~~and production of any reserves ~~uneconomic;~~found ·is ~~significant~~such that ~~environmental~~we ~~and~~might ~~other~~not ~~regulatory~~be ~~restrictions;~~profitable ·for ~~labor~~a ~~disputes;~~significant ~~geological~~time ~~problems;~~after ·the ~~failure~~initiation of ~~underground~~any ~~stopes~~development ~~and/~~or ~~surface~~production. ~~dams;~~The ·commercial ~~force~~viability of ~~majeure~~a ~~events;~~mineral ~~and~~deposit ·once ~~the~~discovered ~~risk~~is dependent on several factors beyond our control, including attributes of ~~injury~~the deposit such as size, grade, and proximity to ~~persons~~infrastructure, ~~property~~as well as metal prices. In addition, ordevelopment of a project as significant as the ~~environment~~ones we might be planning will likely require significant debt financing, the terms of which could contribute to a delay of profitability.

~~Our future profitability will be affected by changes in the prices of metals.~~12

IfThe weexploration ~~establish reserves, and complete development~~ of amineral ~~mine,~~properties ~~our~~is ~~profitability~~highly ~~and~~speculative ~~long-term viability will depend,~~ in ~~large part~~nature, ~~on the market price of gold. The market prices for metals~~ ~~are~~involves ~~volatile~~substantial expenditures and ~~are~~is ~~affected~~frequently ~~by numerous factors beyond our control, including:~~non-productive.

·Mineral ~~global~~exploration oris ~~regional~~highly ~~consumption~~speculative ~~patterns;~~in ~~· supply of,~~ nature and ~~demand~~is ~~for,~~frequently ~~gold~~non-productive. ~~and~~Substantial ~~other~~expenditures ~~metals;~~are ·required ~~speculative activities; · expectations for inflation; and · political and economic conditions.~~to:

10· establish ore reserves through drilling and metallurgical and other testing techniques; · determine metal content and metallurgical recovery processes to extract metal from the ore; and · design mining and processing facilities.

~~The~~If ~~aggregate~~we ~~effect~~discover ofore ~~these~~at ~~factors~~the onProperties, ~~metals~~we ~~prices~~expect that isit ~~impossible for~~would usbe toseveral ~~predict.~~additional ~~Decreases~~years infrom ~~metals~~the ~~prices~~initial ~~could~~phases ~~adversely~~of ~~affect~~exploration ~~our~~until ~~ability~~production tois ~~finance~~possible. ~~the~~During ~~exploration~~this ~~and~~time, ~~development~~the economic feasibility of ~~our~~production ~~properties, which~~could ~~would~~change. ~~have~~As a ~~material~~result ~~adverse~~of ~~effect~~these onuncertainties, ~~our~~there ~~financial~~can ~~condition~~be ~~and~~no ~~results~~assurance ofthat ~~operations~~our ~~and~~exploration ~~cash~~programs ~~flows.~~will result ~~There~~in ~~can~~proven beand noprobable ~~assurance that~~reserves ~~metals~~in ~~prices~~sufficient ~~will~~quantities ~~not~~to ~~decline~~justify commercial operations.

~~The~~Even ~~price~~if ofour ~~gold~~exploration ~~may~~efforts ~~decline~~at in the ~~future. If~~Properties ~~the~~are ~~price of gold and silver is depressed for a sustained period~~successful, we may not be ~~forced~~able to ~~suspend~~raise ~~operations until~~ the ~~prices~~funds ~~increase,~~necessary ~~and~~ to ~~record~~develop ~~asset~~the ~~impairment write-downs~~Properties. ~~Any continued or increased net losses or asset impairments would adversely affect our financial condition and results of operations.~~

WeIf our exploration efforts at our prospects are successful, ~~subject~~of which there can be no assurance, our current estimates indicate that we may be required to raise substantial external financing to develop and construct the mines. Sources of external financing could include bank borrowings and debt and equity offerings, but financing has become significantly more difficult to obtain in the current market environment. The failure to obtain financing would have a material adverse effect on our growth strategy and our results of operations and financial condition. We currently have no specific plan to obtain the necessary funding and there exist no agreements, commitments, or arrangements to provide us with the financing that we may need. There can be no assurance that we will commence production at any of our Properties or generate sufficient revenues to meet our obligations as they become due or obtain necessary financing on acceptable terms, if at all, and we may not be able to secure the financing necessary to begin or sustain production at the Properties. Our failure to raise needed funding could also result in our inability to meet our future royalty and work commitments under our mineral leases, which could result in a forfeiture of our mineral interest altogether and a default under other financial commitments. In addition, should we incur significant ~~governmental~~losses ~~regulations~~in future periods, we may be unable to continue as a going concern, and we may not be able to realize our assets and settle our liabilities in the normal course of business at amounts reflected in our financial statements included or incorporated herein by reference.

~~Our~~We ~~operations~~may ~~and~~not ~~exploration~~be ~~and~~able ~~development activities are subject~~ to ~~extensive~~obtain ~~federal,~~permits ~~state,~~required for ~~and~~development ~~local~~of ~~laws~~the ~~and regulations governing various matters, including:~~Properties.

·In ~~environmental~~the ~~protection;~~ordinary ·course ~~management~~of ~~and~~business, ~~use~~mining companies are required to seek governmental permits for expansion of ~~toxic~~existing ~~substances~~operations ~~and~~or ~~explosives;~~for ·the ~~management~~commencement of ~~natural~~new ~~resources;~~operations. ·We ~~exploration~~will be required to obtain numerous permits for our Properties. Obtaining the necessary governmental permits is a complex and ~~development~~time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings. Our efforts to develop the Properties may also be opposed by environmental groups. In addition, mining projects require the evaluation of ~~mines~~environmental impacts for air, ~~production~~water, vegetation, wildlife, cultural, historical, geological, geotechnical, geochemical, soil and ~~post-closure~~socioeconomic ~~reclamation;~~conditions. ·An ~~taxation;~~Environmental ·Impact ~~labor~~Statement would ~~standards~~be required before we could commence mine development or mining activities. Baseline environmental conditions are the basis on which direct and ~~occupational~~indirect ~~health~~impacts of the Properties are evaluated and ~~safety~~based on which potential mitigation measures would be proposed. If the Properties were found to impact the baseline conditions significantly adversely, ~~including~~we ~~mine~~could ~~safety;~~incur ~~and~~significant ·additional ~~historic~~costs to avoid or mitigate the adverse impact, and ~~cultural~~delays ~~preservation~~in the development of Properties could result.

~~Failure~~Permits towould comply with applicable laws and regulations may result in civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in us incurring significant expenditures. We may also be required tofor, ~~compensate~~among ~~private parties suffering loss or damage~~other ~~by reason of a breach of such laws~~things, ~~regulations~~storm-water ordischarge; ~~permitting~~air ~~requirements.~~quality; Itwetland isdisturbance; ~~also~~dam ~~possible~~safety ~~that~~(for ~~future~~water ~~laws~~storage and ~~regulations,~~ /or ~~a more~~tailing ~~stringent~~storage); ~~enforcement~~septic ofand ~~current laws~~ sewage; and ~~regulations~~water byrights ~~governmental~~appropriation. ~~authorities,~~In ~~could cause additional expense~~addition, ~~capital~~compliance ~~expenditures, restrictions~~must onbe ordemonstrated ~~suspensions~~with ofthe ~~any~~Endangered ~~future~~Species ~~operations~~Act and ~~delays in~~ the ~~exploration~~National ofHistorical Preservation ~~our properties~~Act.

~~Changes in mining or environmental laws could increase costs and impair our ability to develop our properties.~~13

~~From~~The ~~time to time the U.S. government may determine to revise U.S.~~ mining ~~and~~industry environmental laws. It remains unclear to what extent new legislation or regulations may affect existing mining claims or operations. The effect of any such revisions on our operations cannot be determined conclusively until such revision is ~~enacted; however,~~intensely such legislation could materially increase costs on properties located on federal lands, such as ours, and such revision could also impair our ability to develop the Properties and to explore and develop other mineral projectscompetitive.

11The mining industry is intensely competitive. We may be at a competitive disadvantage because we must compete with other individuals and companies, many of which have greater financial resources, operational experience, and technical capabilities than we do. Increased competition could adversely affect our ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future. We may also encounter increasing competition from other mining companies in our efforts to locate acquisition targets, hire experienced mining professionals and acquire exploration resources.

~~Compliance~~Our ~~with~~future ~~environmental~~success ~~regulations~~is ~~and~~subject ~~litigation~~to ~~based~~risks ~~on environmental~~inherent ~~regulations~~in ~~could~~the ~~require~~mining ~~significant expenditures~~industry.

~~Mining~~Our ~~exploration~~future ~~and~~ mining ~~are~~operations, ~~subject~~if toany, ~~the~~would be ~~potential~~subject ~~risks~~to ~~and~~all ~~liabilities associated with pollution of~~ the ~~environment and the disposal of waste products occurring because of mineral exploration and production. Insurance against environmental risk (including potential liability for pollution or other~~ hazards ~~because of the disposal of waste products occurring from exploration~~ and ~~production)~~risks isnormally ~~not~~incident ~~generally available~~ to usdeveloping ~~(or~~and tooperating ~~other~~mining ~~companies~~properties. ~~in the~~These ~~minerals~~risks ~~industry) at a reasonable price.~~include:

~~Environmental~~· ~~regulations~~insufficient ~~mandate,~~ore ~~among~~reserves; ~~other things,~~· ~~the~~fluctuations ~~maintenance~~in ofmetal ~~air~~prices and ~~water~~increase ~~quality~~in ~~standards~~production ~~and~~costs ~~land~~that ~~reclamation.~~may ~~They~~make ~~also~~mining ~~set~~of ~~forth~~reserves ~~limitations~~uneconomic; on· ~~the~~significant ~~generation,~~environmental ~~transportation, storage,~~ and ~~disposal~~other ofregulatory ~~solid~~restrictions; ~~and~~· ~~hazardous~~labor ~~waste.~~disputes; ~~Environmental~~geological ~~legislation~~problems; is· ~~evolving~~failure inof aunderground ~~manner~~stopes ~~which~~and/or ~~will~~surface ~~require~~dams; ~~stricter~~· ~~standards and~~force ~~enforcement,~~majeure ~~increased~~events; ~~fines~~ and ~~penalties~~· ~~for~~the ~~non-compliance,~~risk ~~more stringent environmental assessments~~ of ~~proposed~~injury ~~projects,~~to ~~and a heightened degree of responsibility for companies and their officers~~persons, ~~directors~~property, ~~and~~or ~~employees~~the environment.

ToOur ~~the~~future ~~extent~~profitability wewill are subject to environmental liabilities, the settlement of such liabilities or the costs that we may incur to remedy environmental pollution would reduce funds otherwise available to us and could have a material adverse effect on our financial condition and results of operations. If we are unable to fully remedy an environmental problem, it might be ~~required~~affected toby ~~suspend~~changes ~~operations~~in ~~or enter interim compliance measures pending completion of~~ the ~~required remedy. The environmental standards that may ultimately be imposed at a mine site impact the cost of remediation and may~~prices ~~exceed the financial accruals that have been made for such remediation. The potential exposure may be significant and could have a material adverse effect on our financial condition and results~~ of ~~operations~~metals.

~~Moreover,~~If ~~governmental~~we ~~authorities~~establish ~~and private parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental~~reserves, ~~health~~ and ~~safety~~complete ~~impacts~~development of ~~our~~a ~~operations~~mine, ~~which~~our ~~could~~profitability ~~lead~~and tolong-term ~~the~~viability ~~imposition~~will ~~of substantial fines~~depend, ~~remediation~~in ~~costs,~~large ~~penalties~~part, ~~and~~on ~~other~~the ~~civil~~market ~~and~~price ~~criminal sanctions~~of gold. ~~Substantial~~The ~~costs~~market ~~and~~prices ~~liabilities, including~~ for ~~restoring~~metals are ~~the~~volatile ~~environment~~and ~~after~~are ~~the~~affected ~~closure~~by ofnumerous ~~mines,~~factors ~~are~~beyond ~~inherent in~~ our ~~proposed~~ ~~operations.~~control, including:

~~Some~~· ~~mining~~global ~~wastes~~or ~~are~~regional ~~currently~~consumption ~~exempt~~patterns; to· asupply ~~limited extent from the extensive set~~ of federal Environmental Protection Agency (“EPA”) regulations governing hazardous waste under the Resource Conservation and Recovery Act (“RCRA”). If the EPA designates these wastes as hazardous under RCRA, ~~we may be required to expend additional amounts on the handling of such wastes~~ and todemand ~~make significant expenditures to construct hazardous waste disposal facilities. In addition~~for, ifgold any of these wastes causes contamination in or damage to the environment at a mining facility, such facility may be designated as a “Superfund” site under the Comprehensive Environmental Response, Compensation and ~~Liability Act~~other ~~(“CERCLA”).~~metals; ~~Under~~· ~~CERCLA,~~speculative ~~any~~activities; ~~owner~~· orexpectations ~~operator~~for ofinflation; ~~a Superfund site since the time of its contamination may be held liable~~ and ~~may~~· bepolitical forced to undertake extensive remedial cleanup action or to pay for the government’s cleanup efforts. Such owner or operator may also be liable to governmental entities for the cost of damages to natural resources, which may be substantial. Additional regulations or requirements are also imposed under the federal Clean Water Act (“CWA”). The Company considers the current proposed federal legislation relating to climate change and ~~its~~economic ~~potential enactment may have future impacts to the Company’s operations in the United States~~conditions.

InThe ~~addition,~~aggregate ~~there~~effect ~~are~~of ~~numerous~~these ~~legislative~~factors ~~and regulatory~~on ~~proposals~~metals ~~related~~prices tois ~~climate~~impossible for ~~change,~~us ~~including~~to ~~legislation pending in the U~~predict.~~S. Congress~~ toDecreases ~~require reductions~~ in ~~greenhouse gas~~metals ~~emissions.~~prices ~~The~~could ~~Company~~adversely ~~has~~affect ~~reviewed~~our ~~and~~ability ~~considered current federal legislation relating~~ to ~~climate~~finance ~~change~~the exploration and ~~does~~development ~~not~~of ~~believe~~our itproperties, towhich would have a material adverse effect on ~~its~~our ~~operations,~~financial ~~however,~~condition ~~additional~~and ~~regulation~~results ~~or requirements under any~~ of ~~these~~operations ~~laws~~ and ~~regulations~~cash ~~could have~~flows. aThere ~~materially~~can ~~adverse~~be ~~effect~~no ~~upon~~assurance that ~~the~~metals ~~Company~~prices ~~and~~will ~~its~~not ~~results of operations~~decline.

~~Compliance~~The ~~with~~price ~~CERCLA,~~of gold may decline in the ~~CWA~~future. If the price of gold and ~~state~~silver ~~environmental~~is ~~laws~~depressed ~~could entail~~for ~~significant~~a ~~costs~~sustained period, ~~which~~we ~~could~~may ~~have~~be aforced ~~material~~to ~~adverse~~suspend ~~effect~~operations onuntil the prices increase, and to record asset impairment write-downs. Any continued or increased net losses or asset impairments would adversely affect our financial condition and results of operations.

In the context of environmental permits, including the approval of reclamation plans, we must comply with standards and regulations which entail significant costs and can entail significant delays. Such costs and delays could have a dramatic impact on our operations. There is no assurance that future changes in environmental regulation, if any, will not adversely affect our operations. We intend to fully comply with all applicable environmental regulations.14

We are ~~required~~subject to ~~obtain~~significant ~~government~~governmental ~~permits to begin new operations~~regulations. The acquisition of such permits can be materially impacted by third party litigation seeking to prevent the issuance of such permits. The costs and delays associated with such approvals could affect our operations, reduce our revenues, and negatively affect our business.

12Our operations and exploration and development activities are subject to extensive federal, state, and local laws and regulations governing various matters, including:

~~Mining~~· ~~companies~~environmental ~~are~~protection; ~~required~~· tomanagement ~~seek~~and ~~governmental permits~~use ~~for the commencement~~ of ~~new~~toxic ~~operations.~~substances ~~Obtaining the necessary governmental permits is a complex~~ and ~~time-consuming~~explosives; ~~process~~· ~~involving numerous~~management ~~jurisdictions and often involving public hearings and costly undertakings. The duration and success~~ of ~~permitting~~natural ~~efforts~~resources; ~~are contingent~~· onexploration ~~many factors that are out of our control. The governmental approval process may increase costs~~ and ~~cause~~development ~~delays depending on the nature~~ of ~~the~~mines, ~~activity to be permitted~~production, and ~~could~~post-closure ~~cause~~reclamation; us· totaxation; ~~not~~· ~~proceed~~labor ~~with~~standards ~~the~~and ~~development~~occupational ofhealth aand ~~mine. Accordingly~~safety, ~~this~~including ~~approval process~~mine ~~could~~safety; ~~harm~~and ~~our~~· ~~results~~historic ofand ~~operations~~cultural preservation.

~~Mineral~~Failure ~~exploration~~to comply with applicable laws and ~~development~~regulations may ~~inherently~~result ~~involve~~in ~~significant~~civil or criminal fines or penalties or enforcement actions, including orders issued by regulatory or judicial authorities ~~and~~enjoining ~~irreducible~~or ~~financial~~curtailing ~~risks~~operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in us incurring significant expenditures. We may ~~suffer~~also ~~from~~be ~~the~~required ~~failure~~ to ~~find~~compensate private parties suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements. It is also possible that future laws and ~~develop~~regulations, ~~profitable~~or ~~mineral~~a more ~~deposits~~stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspensions of any future operations and delays in the exploration of our properties.

~~The~~Changes ~~exploration~~in ~~for~~mining ~~and~~or ~~development~~environmental oflaws ~~mineral~~could ~~deposits~~increase ~~involves~~costs ~~significant financial risks, which even a combination of careful evaluation, experience~~ and ~~knowledge~~impair ~~may~~our ~~not~~ability ~~eliminate. Unprofitable efforts may result from the failure~~ to ~~discover~~develop ~~mineral~~our deposits. Even if mineral deposits are found, such deposits may be insufficient in quantity and quality to return a profit from production, or it may take several years until production is possible, during which time the economic viability of the project may change. Few properties ~~which are explored are ultimately developed into producing mines~~. ~~Mining companies rely on consultants and others for exploration, development, construction, and operating expertise.~~

~~Substantial~~From ~~expenditures~~time ~~are~~to ~~required~~time tothe ~~establish ore~~U.S. ~~reserves,~~government ~~extract~~may ~~metals~~determine to ~~from~~revise ~~ores~~U.S. mining and, inenvironmental ~~the~~laws. ~~case~~It ofremains ~~new~~unclear ~~properties,~~ to ~~construct~~what ~~mining~~extent ~~and~~new ~~processing~~legislation ~~facilities.~~or ~~The~~regulations ~~economic feasibility~~may ofaffect ~~any~~existing ~~development~~mining claims ~~project~~or isoperations. ~~based~~The ~~upon,~~effect ~~among~~of ~~other~~any ~~things,~~such ~~estimates~~revisions ofon ~~the~~our ~~size~~operations ~~and~~cannot ~~grade~~be ofdetermined ~~ore~~conclusively ~~reserves,~~until ~~proximity~~such ~~to infrastructures~~revision ~~and~~is ~~other~~enacted; however, ~~resources (~~such aslegislation ~~water~~could ~~and~~materially ~~power),~~increase ~~metallurgical~~costs ~~recoveries,~~on ~~production~~properties ~~rates~~located ~~and~~on ~~capital~~federal ~~and~~lands, ~~operating costs of~~ such ~~development~~as ~~projects~~ours, and ~~metals~~such ~~prices.~~revision ~~Development~~could also ~~projects~~impair ~~are~~our ~~also~~ability ~~subject~~ to develop the ~~completion~~Properties ~~of favorable feasibility studies, issuance~~ and ~~maintenance~~to ofexplore ~~necessary permits~~ and ~~receipt~~develop ofother ~~adequate~~mineral ~~financing~~projects.

~~Once~~Compliance awith ~~mineral~~environmental ~~deposit is developed, whether it will be commercially viable depends on several factors, including: the attributes of the deposit, such as size, grade, and proximity to infrastructure; government~~ regulations ~~including taxes, royalties,~~ and ~~land~~litigation ~~tenure;~~based ~~land use, importing and exporting of minerals and~~on environmental ~~protection;~~regulations ~~and~~could ~~mineral~~require ~~prices.~~significant Factors that affect adequacy of infrastructure include reliability of roads, bridges, power sources and water supply; unusual or infrequent weather phenomena; sabotage; and government or other interference in the maintenance or provision of such infrastructureexpenditures. ~~All these factors are highly cyclical. The exact effect of these factors cannot be accurately predicted, but the combination may result in not receiving an adequate return on invested capital.~~

~~Significant~~Mining ~~investment~~exploration ~~risks~~ and ~~operational costs~~mining are subject to the potential risks and liabilities associated with ~~our~~pollution of the environment and the disposal of waste products occurring because of mineral exploration ~~activities~~and production. ~~These~~Insurance ~~risks~~against ~~and~~environmental ~~costs~~risk ~~may~~(including ~~result~~potential inliability ~~lower~~for ~~economic~~pollution ~~returns~~or other hazards because of the disposal of waste products occurring from exploration and ~~may~~production) ~~adversely~~is ~~affect~~not generally available to us (or to other companies in ~~our~~the ~~business~~minerals industry) at a reasonable price.

~~Mineral~~Environmental ~~exploration~~regulations mandate, ~~particularly~~among ~~for~~other things, ~~gold~~the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, ~~involves~~transportation, ~~many~~storage, ~~risks~~ and isdisposal ~~frequently~~of ~~unproductive~~solid and hazardous waste. IfEnvironmental ~~mineralization~~legislation is ~~discovered~~evolving in a manner which will require stricter standards and enforcement, itincreased ~~may~~fines ~~take~~and ~~several~~penalties ~~years~~for ~~until~~non-compliance, ~~production~~more isstringent ~~possible~~environmental assessments of proposed projects, ~~during~~and ~~which~~a ~~time~~heightened ~~the~~degree ~~economic~~of ~~viability~~responsibility offor ~~the~~companies ~~project~~and ~~may~~their ~~change~~officers, directors, and employees.

Development projects may have no operating history upon which to base estimates of future operating costs and capital requirements. Development project items such as estimates of reserves, metal recoveries and cash operating costs are largely based upon the interpretation of geologic data, obtained from a limited number of drill holes and other sampling techniques, and feasibility studies. Estimates of cash operating costs are then derived based upon anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, expected recovery rates of metals from the ore, comparable facility and equipment costs, anticipated climate conditions and other factors. As a result, actual cash operating costs and economic returns of all development projects may materially differ from the costs and returns estimated, and accordingly, our financial condition and results of operations may be negatively affected. 15

~~Our~~To ~~failure~~the extent we are subject to ~~satisfy~~environmental liabilities, the ~~financial~~settlement ~~commitments under~~of such liabilities or the ~~agreements~~costs ~~controlling~~that ~~our~~we ~~rights~~may incur to ~~explore~~remedy onenvironmental ~~our~~pollution ~~current~~would ~~prospects~~reduce funds otherwise available to us and could ~~result~~have ina material adverse effect on our ~~loss~~financial condition and results of ~~those~~operations. If we are unable to fully remedy an environmental problem, it might be required to suspend operations or enter interim compliance measures pending completion of the required remedy. The environmental standards that may ultimately be imposed at a mine site impact the cost of remediation and may exceed the financial accruals that have been made for such remediation. The potential ~~opportunities~~exposure may be significant and could have a material adverse effect on our financial condition and results of operations.

WeMoreover, ~~hold~~governmental ~~all~~authorities ~~our~~and ~~mineral~~private parties ~~interests~~may ~~under~~bring ~~agreements~~ lawsuits based upon damage to property and ~~commitments~~injury ~~that~~to ~~require~~persons ~~ongoing~~resulting ~~financial~~from ~~obligations~~the environmental, ~~including~~health ~~work~~and ~~commitments.~~safety ~~Our~~impacts of ~~failure~~our operations, which could lead to ~~satisfy~~the ~~those~~imposition ~~obligations~~of ~~could result~~substantial infines, aremediation ~~loss~~costs, ofpenalties, ~~those~~and ~~interests~~other civil and criminal sanctions. InSubstantial ~~such~~costs anand ~~event~~liabilities, weincluding ~~would~~for berestoring ~~required~~the toenvironment ~~recognize~~after anthe ~~impairment~~closure of ~~the~~mines, ~~assets~~are ~~currently~~inherent ~~reported~~ in our proposed ~~financial statements~~operations.

13Some mining wastes are currently exempt to a limited extent from the extensive set of federal Environmental Protection Agency (“EPA”) regulations governing hazardous waste under the Resource Conservation and Recovery Act (“RCRA”). If the EPA designates these wastes as hazardous under RCRA, we may be required to expend additional amounts on the handling of such wastes and to make significant expenditures to construct hazardous waste disposal facilities. In addition, if any of these wastes causes contamination in or damage to the environment at a mining facility, such facility may be designated as a “Superfund” site under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”). Under CERCLA, any owner or operator of a Superfund site since the time of its contamination may be held liable and may be forced to undertake extensive remedial cleanup action or to pay for the government’s cleanup efforts. Such owner or operator may also be liable to governmental entities for the cost of damages to natural resources, which may be substantial. Additional regulations or requirements are also imposed under the federal Clean Water Act (“CWA”). The Company considers the current proposed federal legislation relating to climate change and its potential enactment may have future impacts to the Company’s operations in the United States.

WeIn addition, there are ~~required~~numerous legislative and regulatory proposals related to ~~obtain~~climate ~~government~~change, ~~permits~~ including legislation pending in the U.S. Congress to ~~begin~~require ~~new~~reductions ~~operations~~in greenhouse gas emissions. The ~~acquisition~~Company ofhas ~~such~~reviewed ~~permits~~and ~~can~~considered becurrent ~~materially~~federal ~~impacted~~legislation byrelating ~~third~~to ~~party~~climate ~~litigation~~change ~~seeking~~and todoes ~~prevent~~not ~~the~~believe ~~issuance~~it ofto ~~such~~have ~~permits.~~a ~~The~~material ~~costs~~effect ~~and~~on ~~delays~~its ~~associated~~operations, ~~with~~however, ~~such~~additional ~~approvals~~regulation ~~could~~or ~~affect~~requirements ~~our~~under ~~operations,~~any ~~reduce~~of ~~our~~these ~~revenues,~~laws and ~~negatively~~regulations could ~~affect~~have ~~our~~a ~~business~~materially adverse effect upon the Company and its results of operations.

~~Mining~~Compliance ~~companies~~with ~~are~~CERCLA, ~~required to seek governmental permits for~~ the ~~commencement~~CWA ~~of new operations. Obtaining the necessary governmental permits is a complex~~ and ~~time-consuming~~state ~~process~~environmental ~~involving numerous~~laws ~~jurisdictions and often involving public hearings and costly undertakings. The duration and success of permitting efforts are~~could ~~contingent~~entail onsignificant ~~many factors that are out of our control. The governmental approval process may increase~~ costs ~~and cause delays depending on the nature of the activity to be permitted~~, ~~and~~which could ~~cause~~have ~~us to not proceed with the development of~~ a ~~mine.~~material ~~Accordingly,~~adverse ~~this~~effect ~~approval process~~on ~~could harm~~ our ~~results of~~ operations.

~~Any~~In the context of environmental permits, including the approval of reclamation plans, we must comply with standards and regulations which entail significant costs and can entail significant delays. Such costs and delays could have a dramatic impact on our ~~future~~operations. ~~acquisitions~~There ~~may~~is ~~result~~no assurance that future changes in ~~significant~~environmental regulation, ~~risks~~if any, ~~which~~ ~~may~~will not adversely affect our ~~business~~operations. We intend to fully comply with all applicable environmental regulations.

AnWe ~~important~~are ~~element~~required ~~of our business strategy is the opportunistic acquisition of operating mines, properties and businesses or interests therein within our geographical area of interest. While it is our practice~~ to ~~engage~~obtain ~~independent~~government ~~mining~~permits ~~consultants~~ to ~~assist in evaluating and making acquisitions, any mining properties,~~ orbegin ~~interests~~new ~~therein~~operations. weThe ~~may~~acquisition ~~acquire~~of ~~may~~such ~~not~~permits becan ~~developed profitably or, if profitable when acquired, that profitability might not~~ be ~~sustained. In~~materially ~~connection~~impacted ~~with~~by ~~any~~third ~~future~~party ~~acquisitions,~~litigation weseeking ~~may~~to ~~incur~~prevent ~~indebtedness~~the ~~or issue equity securities, resulting in increased interest expense,~~issuance ~~or dilution~~ of ~~the~~such ~~percentage ownership of existing shareholders~~permits. WeThe ~~cannot~~costs ~~predict~~and ~~the~~delays ~~impact~~associated ofwith ~~future~~such ~~acquisitions~~approvals oncould ~~the~~affect ~~price of~~ our ~~business~~operations, orreduce our ~~common stock. Unprofitable acquisitions~~revenues, ~~or additional indebtedness or issuances of securities in connection with such acquisitions, may impact the price of our common stock~~ and negatively affect our ~~results of operations~~business.

~~Our~~Mining ~~ability~~companies are required to ~~find~~seek ~~and~~governmental permits ~~acquire~~for the commencement of new ~~mineral properties~~operations. Obtaining the necessary governmental permits is ~~uncertain~~a complex and time-consuming process involving numerous jurisdictions and often involving public hearings and costly undertakings. ~~Accordingly,~~The ~~our~~duration ~~prospects~~and success of permitting efforts are contingent ~~uncertain~~on ~~for~~many factors that are out of our control. The governmental approval process may increase costs and cause delays depending on the ~~future~~nature ~~growth~~of the activity to be permitted, and could cause us to not proceed with the development of a mine. Accordingly, this approval process could harm our ~~business~~results of operations.

Because mines have limited lives based on proven and probable ore reserves, we may seek to replace and expand our future ore reserves, if any. Identifying promising mining properties is difficult and speculative. Furthermore, we encounter strong competition from other mining companies in connection with the acquisition of properties producing or capable of producing gold. Many of these companies have greater financial resources than we do. Consequently, we may be unable to replace and expand future ore reserves through the acquisition of new mining properties or interests therein on terms we consider acceptable. As a result, our future revenues from the sale of gold or other precious metals, if any, may decline, resulting in lower income and reduced growth.16

~~Corporate~~Mineral exploration and ~~securities~~development ~~laws~~inherently involve significant and ~~regulations~~irreducible ~~are~~financial ~~likely~~risks. We may suffer from the failure to ~~increase our~~find ~~costs~~and develop profitable mineral deposits.

The ~~Sarbanes-Oxley~~exploration ~~Act~~for ~~of 2002 (“SOX”), which became law in July 2002, has impacted our corporate governance, securities disclosure~~ and ~~compliance~~development ~~practices.~~of Inmineral deposits ~~response~~involves tosignificant ~~the requirements~~financial ~~of SOX~~risks, ~~the~~which ~~SEC~~even ~~and major stock exchanges have promulgated rules and listing standards covering~~ a ~~variety~~combination of ~~subjects.~~careful ~~Compliance with~~evaluation, ~~these~~experience ~~rules~~ and ~~listing~~knowledge ~~standards~~may ~~are~~not ~~likely to increase our general and administrative costs, and we expect these to continue to~~eliminate. ~~increase~~Unprofitable inefforts ~~the~~may ~~future.~~result Wefrom ~~are required to include~~ the ~~management~~failure ~~report on internal control as part of our annual reports pursuant~~ to ~~Section~~ ~~404~~discover ofmineral ~~SOX~~deposits. WeEven ~~have~~if ~~evaluated~~mineral ~~our~~deposits ~~internal~~are ~~control systems in order (i) to allow management to report on our internal controls~~found, as ~~required~~such bydeposits ~~these~~may ~~laws, rules and regulations, (ii) to provide reasonable assurance that our public disclosure will~~ be insufficient ~~accurate~~in ~~and complete,~~quantity and ~~(iii)~~quality to ~~comply~~return ~~with~~a ~~the~~profit ~~other~~from ~~provisions of Section 404 of SOX. We cannot be certain as to the timing of the completion of our evaluation~~production, ~~testing and remediation actions~~ or ~~the~~it ~~impact these~~ may ~~have~~take onseveral ~~our~~years ~~operations.~~until ~~Furthermore,~~production ~~there~~ is nopossible, ~~precedent~~during ~~available by~~ which totime ~~measure compliance adequacy. If we are not able to implement~~ the ~~requirements~~economic ~~relating~~viability ~~to internal controls and all other provisions~~ of ~~Section~~the ~~404~~project inmay achange. ~~timely~~Few ~~fashion~~properties orwhich ~~achieve~~are ~~adequate~~explored ~~compliance~~are ~~with~~ultimately ~~these~~developed ~~requirements~~into ~~or other requirements of~~producing ~~SOX, we might become subject to sanctions or investigation by regulatory authorities such as the SEC or FINRA~~mines. ~~Any~~Mining ~~such~~companies ~~action~~rely ~~may~~on ~~materially adversely~~consultants ~~affect our reputation, financial condition,~~ and ~~the~~others ~~value~~for ~~of our securities~~exploration, ~~including our common stock. SOX and these other laws~~development, ~~rules and regulations have increased legal and financial compliance costs and have made our corporate governance activities more difficult~~construction, ~~time-consuming,~~ and ~~costly~~operating expertise.

IfSubstantial weexpenditures ~~fail~~are required to ~~maintain~~establish ore anreserves, ~~effective~~extract ~~system of~~metals ~~internal~~from ~~controls~~ores and, wein ~~may~~the ~~not~~case beof ~~able~~new properties, to ~~accurately~~construct ~~report~~mining ~~our~~and ~~financial~~processing ~~results~~facilities. orThe ~~prevent~~economic feasibility ~~fraud.~~of Asany adevelopment ~~result~~project is based upon, ~~current~~among other things, estimates of the size and ~~potential~~grade of ore reserves, proximity to ~~shareholders~~infrastructures ~~could~~and ~~lose~~other ~~confidence~~resources in(such ~~our~~as ~~financial~~water ~~reporting~~and power), ~~this~~metallurgical ~~would~~recoveries, ~~harm~~production ~~our~~rates ~~business~~and capital and operating costs of such development projects, and metals prices. Development projects are also subject to the ~~trading~~completion ~~price~~of favorable feasibility studies, issuance and maintenance of ~~our~~necessary ~~stock~~permits and receipt of adequate financing.

~~Effective~~Once ~~internal~~a ~~controls~~mineral ~~are~~deposit ~~necessary~~is ~~for~~developed, whether it uswill tobe ~~provide~~commercially ~~reliable~~viable ~~financial~~depends ~~reports~~on several factors, including: the attributes of the deposit, such as size, grade, and ~~effectively~~proximity ~~prevent~~to infrastructure; ~~fraud.~~government Ifregulations weincluding ~~cannot~~taxes, ~~provide~~royalties, ~~financial~~and ~~reports~~land ortenure; ~~prevent~~land ~~fraud~~use, ~~our~~importing ~~business~~and exporting of minerals and ~~reputation~~environmental protection; and ~~operating~~mineral ~~results~~prices. ~~could~~Factors bethat ~~harmed.~~affect ~~Inferior~~adequacy ~~internal~~of ~~controls~~infrastructure ~~could~~include ~~also~~reliability ~~cause~~of ~~investors~~roads, tobridges, ~~lose~~power sources ~~confidence~~and water supply; unusual or infrequent weather phenomena; sabotage; and government or other interference in ~~our~~the ~~reported~~maintenance or ~~financial~~provision ~~information,~~of ~~which~~such ~~could~~infrastructure. ~~have~~All athese ~~negative~~factors are highly cyclical. The exact effect onof these factors cannot be accurately predicted, but the ~~trading~~combination ~~price~~may ofresult ~~our~~in ~~stock~~not receiving an adequate return on invested capital.

14Significant investment risks and operational costs are associated with our exploration activities. These risks and costs may result in lower economic returns and may adversely affect our business.

~~Nevada~~Mineral ~~law~~exploration, particularly for gold, involves many risks and ~~our~~is ~~by-laws~~frequently ~~protect~~unproductive. ~~our~~If ~~directors~~mineralization is discovered, it may take several years until production is possible, during ~~from~~which ~~certain~~time ~~types~~the economic viability of ~~lawsuits~~the project may change.

~~Nevada~~Development ~~law~~projects ~~provides~~may ~~that~~have ~~our~~no ~~directors~~operating ~~will not~~history beupon ~~liable~~which to usbase orestimates ~~our~~of ~~stockholders~~future ~~for~~operating ~~monetary~~costs ~~damages~~and ~~for~~capital ~~all~~requirements. ~~but~~Development ~~certain~~project ~~types~~items such as estimates of ~~conduct~~reserves, metal asrecoveries ~~directors.~~and ~~Our~~cash ~~by-laws~~operating ~~require~~costs usare ~~to indemnify~~largely ~~our~~based ~~directors~~upon the interpretation of geologic data, obtained from a limited number of drill holes and ~~officers~~other ~~against~~sampling ~~all~~techniques, ~~damages~~and ~~incurred~~feasibility instudies. ~~connection~~Estimates ~~with~~of ~~our~~cash ~~business~~operating tocosts ~~the~~are ~~fullest~~then ~~extent~~derived ~~provided~~based orupon ~~allowed~~anticipated bytonnage ~~law.~~and ~~The~~grades ~~exculpation~~of ~~provisions~~ore ~~may~~to ~~have~~be mined and processed, the ~~effect~~configuration of ~~preventing~~the ~~shareholders~~ore ~~from~~body, ~~recovering~~expected ~~damages~~recovery ~~against~~rates ~~our~~of ~~directors~~metals ~~caused by~~from ~~their~~the ~~negligence~~ore, comparable ~~poor~~facility ~~judgment~~and equipment costs, oranticipated climate conditions and other ~~circumstances~~factors. ~~The~~As ~~indemnification~~a ~~provisions~~result, ~~may~~actual ~~require~~cash usoperating tocosts ~~use~~and economic ~~our~~returns ~~assets~~of toall ~~defend our~~development ~~directors~~projects ~~and~~may ~~officers~~materially ~~against~~differ ~~claims,~~from ~~including~~the ~~claims~~costs ~~arising~~and ~~out~~returns ofestimated, ~~their~~and ~~negligence~~accordingly, ~~poor~~our ~~judgment,~~financial condition orand ~~other~~results ~~circumstances~~of operations may be negatively affected.

~~The Company is subject to extensive government regulations and permit requirements.~~17

~~Operations,~~Our ~~development,~~failure ~~and~~to ~~exploration~~satisfy on the ~~Company’s~~ ~~properties~~financial ~~are~~commitments under ~~affected~~the toagreements ~~varying~~controlling ~~degrees~~our byrights ~~political stability and government regulations relating~~ to ~~such~~explore ~~matters as environmental protection, health, safety and labor, mining law reform, restrictions~~ on ~~production,~~our ~~price~~current ~~controls,~~prospects ~~tax~~could ~~increases, maintenance of claims, tenure, and expropriation of property. Failure to comply with applicable laws and regulations may~~ result in ~~fines~~our orloss ~~administrative penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations or requiring corrective measures, installation~~ of ~~additional~~those ~~equipment~~potential ~~or remedial actions, any of which could result in the Company incurring significant expenditures~~opportunities.

~~The~~We ~~activities~~hold ofall ~~the~~our ~~Company~~mineral ~~require~~interests ~~licenses~~under agreements and ~~permits~~commitments ~~from~~that ~~various~~require ~~governmental~~ongoing ~~authorities.~~financial ~~The~~obligations, ~~Company~~including ~~currently~~work ~~has~~commitments. ~~been~~Our ~~granted~~failure ~~the~~to ~~requisite~~satisfy ~~licenses~~those ~~and~~obligations ~~permits to enable~~could itresult toin ~~carry~~a onloss ~~its~~of ~~existing~~those ~~business and operations~~interests. ~~There~~In ~~can~~such bean noevent, ~~assurance~~we ~~that~~would ~~the Company will~~ be ~~able to obtain all the necessary licenses and permits which may be~~ required to ~~carry~~recognize ~~out~~an ~~exploration,~~impairment ~~development,~~of ~~and mining operations for its projects in~~ the ~~future. The~~assets ~~Company~~currently ~~might find itself~~ reported in ~~situations~~our ~~where~~financial ~~the state of compliance with regulation and permits can be subject to interpretation and challenge from authorities that could carry risk of fines or temporary stoppage~~statements.

~~Opposition~~We ofare ~~the~~required ~~Company’s~~to ~~exploration,~~obtain government permits ~~development~~to ~~and~~begin ~~operational~~new ~~activities~~operations. ~~may~~The ~~adversely~~acquisition ~~affect~~of ~~the~~such ~~Company’s~~permits ~~reputation,~~can ~~its~~be ~~ability~~materially impacted by third party litigation seeking to ~~receive~~prevent ~~mining~~the ~~rights~~issuance of orsuch permits . The costs and ~~its~~delays ~~current~~associated orwith ~~future~~such ~~activities~~approvals could affect our operations, reduce our revenues, and negatively affect our business.

~~Maintaining~~Mining acompanies ~~positive~~are ~~relationship~~required ~~with~~to ~~the~~seek ~~communities~~governmental inpermits ~~which~~for the ~~Company~~commencement ~~operates~~of isnew ~~critical~~operations. toObtaining ~~continuing~~the ~~successful~~necessary ~~exploration~~governmental ~~and~~permits ~~development.~~is ~~Community~~a ~~support~~complex ~~for~~and ~~operations~~time-consuming isprocess ainvolving ~~key~~numerous ~~component~~jurisdictions ofand aoften ~~successful~~involving ~~exploration~~public orhearings ~~development~~and ~~project~~costly undertakings. ~~Various~~The ~~international~~duration and ~~national~~success ~~laws,~~of ~~codes,~~permitting ~~resolutions,~~efforts ~~conventions,~~are ~~guidelines,~~contingent ~~and~~on ~~other~~many ~~materials~~factors ~~relating~~that toare ~~corporate~~out ~~social~~of ~~responsibility~~our ~~(including~~control. ~~rights~~The ~~with~~governmental ~~respect~~approval toprocess ~~health~~may ~~and~~increase ~~safety~~costs and ~~the~~cause delays depending ~~environment)~~on ~~may~~the ~~also~~nature ~~require~~of ~~government~~the ~~consultation~~activity ~~with~~to ~~communities~~be onpermitted, aand ~~variety~~could ofcause ~~issues~~us ~~affecting~~to ~~local~~not ~~stakeholders,~~proceed ~~including~~ with the ~~approval~~development of ~~mining~~a ~~rights~~mine. orAccordingly, ~~permits~~this approval process could harm our results of operations.

~~The~~Any ~~Company~~of ~~may~~our ~~come~~future ~~under~~acquisitions ~~pressure~~may inresult ~~the jurisdictions~~ in ~~which~~significant it explores or develops to demonstrate that other stakeholders benefit and will continue to benefit from its commercial activities. Local stakeholders and other groups may oppose the Company’s current and future explorationrisks, ~~development, and operational activities~~ ~~through~~which ~~legal or administrative proceedings, protests, roadblocks, or other forms of public expression against the Company’s activities. Opposition by such groups~~ may ~~have~~adversely aaffect ~~negative~~our impact on the Company’s reputation and its ability to receive necessary mining rights or permits. Opposition may also require the Company to modify its exploration, development or operational plans or enter into agreements with local stakeholders or governments with respect to its projects, in some cases causing considerable project delays. Any of these outcomes could have a material adverse effect on the Company’s business~~, financial condition, results of operations and Common Share price~~.

~~The~~An ~~title~~important toelement of our business strategy is the ~~Company’s~~opportunistic acquisition of operating mines, properties ~~could~~and businesses or interests therein within our geographical area of interest. While it is our practice to engage independent mining consultants to assist in evaluating and making acquisitions, any mining properties, or interests therein we may acquire may not be ~~challenged~~developed profitably or, if profitable when acquired, that profitability might not be sustained. In connection with any future acquisitions, we may incur indebtedness or ~~impugned~~issue equity securities, resulting in increased interest expense, or dilution of the percentage ownership of existing shareholders. We cannot predict the impact of future acquisitions on the price of our business or our common stock. Unprofitable acquisitions, or additional indebtedness or issuances of securities in connection with such acquisitions, may impact the price of our common stock and negatively affect our results of operations.

~~Although~~Our ~~the~~ability ~~Company~~to ~~has~~find orand ~~will~~acquire ~~receive~~new ~~title~~mineral ~~opinions for any~~ properties ~~in which it has a material interest, there~~ is ~~no guarantee that title to such properties will not be challenged or impugned~~uncertain. ~~The~~ ~~Company has not conducted surveys of the claims in which it holds direct or indirect interests and~~Accordingly, ~~therefore~~our ~~the precise~~prospects ~~area~~are ~~and~~uncertain location of the properties may be in doubt. The Company’s properties may be subject to prior unregistered agreements or transfers, or native land claims and title may be affected by unidentified or unknown defects. Title insurance is generally not available for ~~mineral properties and~~ the ~~Company’s~~future ~~ability~~growth to ensure that it has obtained secure claims to individual mineral properties or mining concessions may be constrained. A successful challenge to the Company’s title to a property or to the precise area and location of aour property could cause delays or stoppages to the Company’s exploration, development, or operating activities without reimbursement to the Company. Any such delays or stoppages could have a material adverse effect on the Company’s business~~, financial condition, and results of operations~~.

15Because mines have limited lives based on proven and probable ore reserves, we may seek to replace and expand our future ore reserves, if any. Identifying promising mining properties is difficult and speculative. Furthermore, we encounter strong competition from other mining companies in connection with the acquisition of properties producing or capable of producing gold. Many of these companies have greater financial resources than we do. Consequently, we may be unable to replace and expand future ore reserves through the acquisition of new mining properties or interests therein on terms we consider acceptable. As a result, our future revenues from the sale of gold or other precious metals, if any, may decline, resulting in lower income and reduced growth.

~~Other Risks~~18

WeCorporate ~~are~~and ~~not~~securities ~~insured~~laws ~~against all possible losses that could result from our mineral project development activities, including the operation of heavy equipment,~~ and weregulations ~~may~~are ~~not~~likely beto ~~able~~increase toour ~~defend against lawsuits or pay judgments rendered against us in connection with such activities~~costs.

WeThe doSarbanes-Oxley ~~not~~Act ~~currently~~of ~~insure~~2002 ~~against~~(“SOX”), which ~~all~~became ~~the~~law ~~risks and~~in ~~hazards~~July of2002, ~~mineral~~has ~~exploration~~impacted our corporate governance, ~~development~~securities disclosure and ~~mining~~compliance ~~operations~~practices. ~~Our~~In ~~business~~response isto ~~subject~~the requirements toof SOX, the SEC and major stock exchanges have promulgated rules and listing standards covering a ~~number~~variety of ~~risks~~subjects. Compliance with these rules and ~~hazards~~listing ~~generally~~standards are likely to increase our general and administrative costs, and we expect these to continue to ~~including~~increase ~~adverse~~in ~~environmental~~the ~~conditions~~future. We are required to include the management report on internal control as part of our annual reports pursuant to Section 404 of SOX. We have evaluated our internal control systems in order (i) to allow management to report on our internal controls, as ~~industrial~~required ~~accidents~~by these laws, ~~labor~~rules ~~disputes~~and regulations, ~~unusual~~(ii) orto ~~unexpected~~provide ~~geological~~reasonable ~~conditions,~~assurance ~~ground or~~that ~~slope~~our ~~failures,~~public ~~cave-ins~~disclosure will be accurate and complete, ~~changes~~and in(iii) to comply with the ~~regulatory~~other ~~environment,~~provisions ~~natural~~of ~~phenomena~~Section ~~such~~404 of SOX. We cannot be certain as ~~inclement~~to ~~weather~~the ~~conditions~~timing of the completion of our evaluation, ~~floods~~testing and remediation actions or the impact these may have on our operations. Furthermore, there is no precedent ~~earthquakes~~available by which to measure compliance adequacy. ~~Such~~If ~~occurrences~~we ~~could~~are ~~result~~not inable ~~damage~~to implement the requirements relating to ~~our~~internal ~~mineral~~controls ~~properties~~and all other provisions of Section 404 in a timely fashion or ~~facilities,~~achieve ~~personal~~adequate ~~injury~~compliance with these requirements or ~~death,~~other ~~environmental~~requirements of ~~damage~~SOX, towe ~~our~~might ~~properties~~become subject to sanctions or investigation by regulatory authorities such as the ~~properties~~SEC ofor ~~third~~FINRA. ~~parties~~Any such action may materially adversely affect our reputation, ~~delays~~financial incondition, and the ~~ability~~value toof ~~undertake~~our ~~exploration~~securities, ~~monetary~~including ~~losses~~our common stock. SOX and ~~possible~~these other laws, rules and regulations have increased legal ~~liability~~and ~~for~~financial ~~any~~compliance ofcosts ~~the~~and ~~foregoing~~have made our corporate governance activities more difficult, time-consuming, and costly.

~~Although~~If we ~~may~~fail to maintain ~~insurance~~an toeffective ~~protect~~system ~~against~~of ~~certain~~internal ~~risks~~controls, ~~in amounts that~~ we ~~consider~~may ~~reasonable, such insurance will~~ not ~~cover all risks associated with our activities. We may~~ be ~~unable~~able to ~~maintain~~accurately ~~insurance~~report toour ~~cover~~financial ~~certain~~results ~~of these risks at economically feasible premiums~~ or atprevent ~~all~~fraud. ~~Insurance~~As ~~coverage may~~a ~~not~~result, ~~continue~~current toand bepotential shareholders ~~available~~could orlose ~~may~~confidence ~~not~~in beour ~~adequate~~financial toreporting, ~~cover~~this ~~any~~would ~~resulting~~harm ~~liability.~~our ~~Losses~~business ~~from~~and ~~these~~the ~~events~~trading ~~may~~price ~~cause~~of ~~us to incur significant costs that could have a material adverse effect upon~~ our ~~financial performance and results of operations~~stock.

WeEffective ~~rely~~internal oncontrols ~~information~~are ~~technology~~necessary ~~systems~~for us ~~which~~to provide reliable financial reports and effectively prevent fraud. If we cannot provide financial reports or prevent fraud, our business ~~are~~reputation ~~subject~~and operating results could be harmed. Inferior internal controls could also cause investors to ~~disruption,~~lose ~~damage~~confidence in our reported financial information, ~~failure~~which ~~and~~could ~~other~~have ~~risks~~a negative effect on the trading price of our stock.

~~Information~~Nevada ~~technology~~law ~~systems are essential to the conduct of our business. Our information technology systems,~~ and the systems of any third parties that we may rely on in the future, are subject to disruption, damage or failure due to computer viruses, security breaches, cyberattacks, natural disasters, design defects and other risks. Cyberattacks, in particular, are sophisticated and continue to evolve, and may include, but are not limited to, malicious software, attempts to gain unauthorized access to data and systems, and other electronic security breaches that could lead to disruptions in our ~~systems~~by-laws orprotect the systems of third parties that we rely on, unauthorized releases of confidential or otherwise protected information or the corruption of data. Given the ongoing and evolving nature of cyber threats and the unpredictability as to the timing, nature and scope of information technology disruptions, we or the third party vendors we rely on may be subject to operational delays, the compromising of confidential or otherwise protected information, the destruction or corruption of data, other security breaches, improper use of our ~~systems~~ ~~and networks, or financial losses~~ directors from ~~remedial~~certain ~~actions~~types ~~relating to any~~ of ~~the foregoing, any of which could have a material adverse effect on our business, financial condition, results of operations or prospects~~lawsuits.

~~Increasing~~Nevada ~~attention~~law provides that our directors will not be liable to ~~environmental,~~us ~~social,~~or our stockholders for monetary damages for all but certain types of conduct as directors. Our by-laws require us to indemnify our directors and ~~governance,~~officers against all damages incurred in connection with our business to the fullest extent provided or ~~ESG~~allowed by law. The exculpation provisions may have the effect of preventing shareholders from recovering damages against our directors caused by their negligence, ~~matters~~poor judgment, or other circumstances. The indemnification provisions may ~~impact~~require us to use our ~~business~~assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

~~Increasing~~The ~~attention~~Company ~~to ESG matters, including~~is ~~those~~subject ~~related~~ to ~~climate~~extensive ~~change~~government ~~and~~regulations ~~sustainability,~~ and ~~increasing societal, investor and legislative pressure on companies~~permit ~~to address ESG matters may result in increased costs, increased investigations and litigation or threats thereof, negative impacts on our access to capital markets, and damage to our reputation~~requirements. Increasing attention to climate change, for example, may result in additional governmental investigations and private litigation, or threats thereof, against us. In addition, some organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters, including climate change and climate-related risks. Such ratings are used by some investors to inform their investment and voting decisions. Unfavorable ESG ratings may lead to negative investor sentiment towards us and to the diversion of investment to other industries, which could have a negative impact on our access to and costs of capital. Additionally, evolving expectations on various ESG matters, including biodiversity, waste, and water, may increase costs, require changes in how we operate and lead to negative stakeholder sentiment.

16Operations, development, and exploration on the Company’s properties are affected to varying degrees by political stability and government regulations relating to such matters as environmental protection, health, safety and labor, mining law reform, restrictions on production, price controls, tax increases, maintenance of claims, tenure, and expropriation of property. Failure to comply with applicable laws and regulations may result in fines or administrative penalties or enforcement actions, including orders issued by regulatory or judicial authorities enjoining or curtailing operations or requiring corrective measures, installation of additional equipment or remedial actions, any of which could result in the Company incurring significant expenditures.

~~Risks~~The ~~Related~~activities of the Company require licenses and permits from various governmental authorities. The Company currently has been granted the requisite licenses and permits to ~~Our~~enable it ~~Stock~~to carry on its existing business and operations. There can be no assurance that the Company will be able to obtain all the necessary licenses and permits which may be required to carry out exploration, development, and mining operations for its projects in the future. The Company might find itself in situations where the state of compliance with regulation and permits can be subject to interpretation and challenge from authorities that could carry risk of fines or temporary stoppage.

~~Future issuances of our common stock could dilute current shareholders and adversely affect the market if it develops.~~19

WeOpposition ~~have~~of the ~~authority~~Company’s ~~to issue up to one billion~~exploration, ~~shares~~development ~~of common stock~~ and 25operational ~~million~~activities ~~shares~~may ofadversely ~~preferred~~affect ~~stock and to issue options and warrants to purchase shares of our common stock, without shareholder approval. Future share issuances are likely due to our need to raise additional working capital in~~ the ~~future.~~Company’s ~~Those future issuances will likely result in dilution to our shareholders. In addition~~reputation, weits ~~could~~ability ~~issue large blocks of our common stock~~ to ~~fend off~~receive ~~unwanted~~mining ~~tender~~rights ~~offers~~ or ~~hostile takeovers without further shareholder approval, which would not only result in further dilution~~permits toand ~~investors~~its incurrent ~~this~~or ~~offering~~future ~~but could also depress the market value of our common stock, if a public trading market develops~~activities.

WeMaintaining ~~may~~a ~~issue~~positive ~~preferred~~relationship ~~stock~~with ~~that~~the ~~would have~~communities ~~rights~~in ~~that~~which ~~are~~the ~~preferential~~Company operates is critical to ~~the~~continuing ~~rights~~successful exploration and development. Community support for operations is a key component of ~~our~~a ~~common~~successful ~~stock~~exploration ~~that~~or ~~could~~development ~~discourage~~project. ~~potentially~~Various ~~beneficial~~international ~~transactions~~and national laws, codes, resolutions, conventions, guidelines, and other materials relating to ~~our~~corporate ~~common~~social responsibility (including rights with respect to health and safety and the ~~shareholders~~environment) may also require government consultation with communities on a variety of issues affecting local stakeholders, including the approval of mining rights or permits.

AnThe ~~issuance~~Company ofmay ~~shares~~come ofunder ~~preferred~~pressure ~~stock~~in ~~could result~~the jurisdictions in awhich ~~class~~it ofexplores ~~outstanding~~or ~~securities~~develops to demonstrate that ~~would~~other ~~have~~stakeholders ~~preferences~~benefit ~~with~~and ~~respect~~will continue to ~~voting~~benefit ~~rights~~from ~~and~~its ~~dividends~~commercial activities. Local stakeholders and inother ~~liquidation over~~groups ~~our~~may ~~common~~oppose ~~stock~~the Company’s current and ~~could~~future exploration, ~~upon~~development, ~~conversion~~and operational activities through legal or ~~otherwise~~administrative proceedings, ~~have~~protests, ~~all~~roadblocks, ofor ~~the~~other ~~rights~~forms of ~~our~~public ~~common~~expression ~~stock~~against the Company’s activities. Opposition ~~Our~~by ~~Board~~such ofgroups ~~Directors’~~may ~~authority to~~have ~~issue~~a ~~preferred~~negative ~~stock~~impact ~~could~~on ~~discourage~~the ~~potential~~Company’s ~~takeover~~reputation ~~attempts~~and orits ~~could~~ability ~~delay~~to receive necessary mining rights or ~~prevent~~permits. aOpposition ~~change~~may inalso ~~control~~require ~~through~~the ~~merger,~~Company ~~tender offer,~~to ~~proxy~~modify ~~contest~~its exploration, development or ~~otherwise~~operational byplans ~~making~~or ~~these~~enter ~~attempts~~into ~~more~~agreements with ~~difficult~~local stakeholders or ~~costly~~governments with respect to ~~achieve.~~its ~~The~~projects, ~~issuance~~in ofsome ~~preferred~~cases ~~stock~~causing ~~could~~considerable project delays. Any of these outcomes ~~impair~~could have a material adverse effect on the ~~voting,~~Company’s ~~dividend~~business, ~~and~~financial ~~liquidation~~condition, ~~rights~~results of ~~common~~operations ~~stockholders~~and ~~without~~Common ~~their~~Share ~~approval~~price.

~~There~~The istitle ~~currently~~to anthe ~~illiquid~~Company’s ~~market~~properties ~~for~~could ~~our common shares, and shareholders may~~ be ~~unable~~challenged or ~~to sell their shares for an indefinite period~~impugned.

~~There~~Although isthe ~~presently~~Company anhas ~~illiquid~~or ~~market~~will ~~for~~receive ~~our~~title ~~common~~opinions ~~shares.~~for ~~There~~any properties in which it has a material interest, there is no ~~assurance~~guarantee that atitle ~~liquid~~to ~~market~~such ~~for~~properties ~~our~~will ~~common~~not ~~shares~~be ~~will~~challenged or ~~ever~~impugned. The ~~develop~~Company has not conducted surveys of the claims in which it holds direct or indirect interests and, therefore the precise ~~United~~area ~~States~~and location of the properties may be in doubt. The Company’s properties may be subject to prior unregistered agreements or ~~elsewhere~~transfers, or native land claims and title may be affected by unidentified or unknown defects. Title insurance is generally not available for mineral properties and the Company’s ability to ensure that ifit has obtained secure claims to individual mineral properties or mining concessions may be constrained. A successful challenge to the Company’s title to a property or to the precise area and location of a property could cause delays or stoppages to the Company’s exploration, development, or operating activities without reimbursement to the Company. Any such delays or stoppages could have a ~~market~~material ~~does~~adverse ~~develop~~effect ~~that~~on itthe ~~will~~Company’s ~~continue~~business, financial condition, and results of operations.

~~Over-the-counter~~Other ~~stocks are subject to risks of high volatility and price fluctuation.~~Risks

We ~~have~~are not ~~applied~~insured toagainst ~~have~~all ~~our~~possible ~~shares listed~~losses onthat acould ~~major~~result ~~stock~~from ~~exchange~~our ~~such~~mineral asproject ~~NASDAQ~~development activities, ~~and~~including ~~we do not plan to do so in~~ the ~~foreseeable~~operation ~~future.~~of ~~The~~heavy ~~OTC~~equipment, ~~market for securities has experienced extreme price~~ and ~~volume~~we ~~fluctuations~~may ~~during~~not ~~certain~~be ~~periods. These broad market fluctuations and other factors, such as commodity prices~~able ~~and~~to ~~the~~defend ~~investment~~against ~~markets~~lawsuits ~~generally,~~or aspay ~~well~~judgments asrendered ~~economic~~against ~~conditions~~us ~~and quarterly variations~~ in ~~our~~connection ~~results~~with ofsuch ~~operations, may adversely affect the market price of our common stock and make it more difficult for investors to sell their shares~~activities.

~~Trading~~We indo ~~our~~not ~~securities~~currently isinsure onagainst all the ~~OTC~~risks and ~~PINK~~hazards ~~MARKET which~~of mineral exploration, development and mining operations. Our business is ansubject ~~electronic~~to ~~trading~~a ~~platform~~number ~~established~~of ~~for~~risks ~~securities~~and ~~that~~hazards dogenerally, including ~~not~~adverse ~~meet~~environmental ~~NASDAQ~~conditions, ~~listing~~industrial ~~requirements.~~accidents, Aslabor adisputes, ~~result~~unusual or unexpected geological conditions, ~~investors~~ground ~~will~~or ~~find~~slope itfailures, ~~substantially~~cave-ins, ~~more~~changes ~~difficult~~in tothe ~~dispose~~regulatory ofenvironment, ~~our~~natural ~~securities~~phenomena such as inclement weather conditions, floods and earthquakes. ~~Investors~~Such ~~may~~occurrences ~~also~~could ~~find~~result itin ~~difficult~~damage to ~~obtain~~our ~~accurate~~mineral ~~information and~~properties ~~quotations~~or asfacilities, personal injury or death, environmental damage to our properties or the ~~price~~properties of third parties, ~~our~~delays ~~common~~in ~~stock~~the ability to undertake exploration, monetary losses and possible legal liability for any of the foregoing.

~~Our~~Although ~~stock~~we ~~price~~ may bemaintain ~~volatile~~insurance ~~and~~to asprotect against acertain ~~result~~risks in amounts that we consider reasonable, ~~shareholders~~ ~~could~~such ~~lose~~insurance will not cover all orrisks ~~part~~associated ofwith ~~their~~our ~~investment~~activities. We ~~The~~may ~~value~~be unable to maintain insurance to cover certain of ~~our~~these ~~shares~~risks ~~could~~at ~~decline~~economically ~~due~~feasible premiums or at all. Insurance coverage may not continue to ~~the~~be ~~impact~~available ofor may not be adequate to cover any ofresulting ~~the~~liability. ~~following~~Losses from these events may cause us to incur ~~factors~~significant ~~upon~~costs ~~the~~that ~~market~~could ~~price~~have ofa material adverse effect upon our ~~common~~financial ~~stock:~~performance and results of operations.

· failure to meet operating budget; · decline in demand for our common stock; · operating results failing to meet the expectations of securities analysts or investors in any quarter; · downward revisions in securities analysts’ estimates or changes in general market conditions; · investor perception of the mining industry or our prospects; and · general economic trends.20

InWe ~~addition,~~rely ~~stock~~on ~~markets~~information ~~have~~technology ~~experienced~~systems ~~extreme~~which ~~price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations~~ are ~~often~~subject ~~unrelated~~ to ~~operating~~ ~~performance~~disruption, ~~and~~damage, ~~may~~failure ~~adversely~~and ~~affect~~other ~~the market price of our common stock~~risks.

17Information technology systems are essential to the conduct of our business. Our information technology systems, and the systems of any third parties that we may rely on in the future, are subject to disruption, damage or failure due to computer viruses, security breaches, cyberattacks, natural disasters, design defects and other risks. Cyberattacks, in particular, are sophisticated and continue to evolve, and may include, but are not limited to, malicious software, attempts to gain unauthorized access to data and systems, and other electronic security breaches that could lead to disruptions in our systems or the systems of third parties that we rely on, unauthorized releases of confidential or otherwise protected information or the corruption of data. Given the ongoing and evolving nature of cyber threats and the unpredictability as to the timing, nature and scope of information technology disruptions, we or the third party vendors we rely on may be subject to operational delays, the compromising of confidential or otherwise protected information, the destruction or corruption of data, other security breaches, improper use of our systems and networks, or financial losses from remedial actions relating to any of the foregoing, any of which could have a material adverse effect on our business, financial condition, results of operations or prospects.

~~Outstanding~~Increasing ~~shares~~attention ~~that~~to ~~are~~environmental, ~~eligible for future sale could adversely~~social, ~~impact~~and agovernance, ~~public~~or ~~trading~~ESG, ~~market~~matters ~~for~~may impact our ~~common stock~~business.

~~All~~Increasing ~~the~~attention ~~shares~~to ESG matters, including ofthose ~~common~~related ~~stock~~to ~~that~~climate ~~were~~change ~~distributed under~~and ~~the~~sustainability, ~~Athena~~and ~~spin-off~~increasing ~~dividend~~societal, ~~are~~investor ~~free-trading~~and ~~shares.~~legislative Inpressure ~~addition,~~on companies to address ESG matters may result in ~~the~~increased ~~future~~costs, weincreased ~~may~~investigations ~~offer~~ and ~~sell~~litigation ~~shares~~or ~~without~~threats ~~registration under~~thereof, ~~the~~negative ~~Securities~~impacts on ~~Act.~~our ~~All~~access ~~such~~to ~~shares~~capital ~~will~~markets, beand ~~“restricted~~damage ~~securities”~~to asour ~~defined~~reputation. byIncreasing ~~Rule~~attention ~~144~~to ~~(“Rule~~climate ~~144”)~~change, ~~under the~~for ~~Securities~~example, ~~Act~~may ~~and~~result ~~cannot~~in beadditional governmental ~~resold~~investigations ~~without~~and ~~registration~~private ~~except~~litigation, inor ~~reliance~~threats onthereof, ~~Rule~~against ~~144~~us. orIn ~~another~~addition, ~~applicable~~some ~~exemption~~organizations ~~from~~that ~~registration.~~provide information ~~Under~~to ~~Rule~~investors ~~144,~~on ~~our~~corporate ~~non-affiliates~~governance ~~(who~~and related matters have ~~not~~developed ~~been~~ratings ~~affiliates~~processes ~~within~~for ~~the~~evaluating ~~past~~companies 90on ~~days)~~their ~~can~~approach ~~sell~~to ESG matters, including ~~restricted~~climate ~~shares~~change ~~held~~and ~~for~~climate-related risks. atSuch ~~least six~~ratings ~~months,~~are ~~subject~~used ~~only~~by tosome ~~the~~investors ~~restriction~~to ~~that~~inform wetheir ~~made~~investment ~~available~~and ~~public~~voting decisions. ~~information~~Unfavorable ESG ratings asmay ~~required~~lead byto ~~Rule~~negative ~~144~~investor ~~(which~~sentiment ~~restriction~~towards isus ~~not applicable~~and ~~after~~to the ~~shares~~diversion ~~have~~of ~~been~~investment ~~held~~to other byindustries, ~~non-affiliates~~which ~~for~~could athave ~~least~~a 12negative ~~months).~~impact ~~Our~~on ~~affiliates~~our ~~can~~access ~~sell~~to ~~restricted~~and ~~securities~~costs ~~after they~~of ~~have~~capital. ~~been~~Additionally, ~~held~~evolving ~~for~~expectations ~~six~~on ~~months~~various ESG matters, including ~~subject~~biodiversity, towaste, ~~compliance~~and ~~with~~water, ~~manner~~may ofincrease ~~sale~~costs, ~~volume~~require ~~restrictions,~~changes ~~Form~~in ~~144~~how ~~filing~~we operate and ~~current~~lead ~~public information~~to ~~requirements~~negative stakeholder sentiment.

NoRisks ~~prediction~~Related ~~can be made as~~ to ~~the~~Our effect, if any, that future sales of restricted shares of common stock, or the availability of such common stock for sale, will have on the market price of the common stock prevailing from time to time. Sales of substantial amounts of such common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of the common stock.Stock

~~Owners~~Future issuances of our common stock ~~are~~could ~~subject~~dilute tocurrent shareholders and adversely affect the ~~“penny stock”~~market ~~rules~~if it develops.

~~Since~~We ~~our~~have ~~shares~~the ~~are~~authority ~~not~~to ~~listed~~issue onup ato ~~national~~one billion ~~stock~~shares ~~exchange~~of orcommon ~~quoted~~stock onand ~~the~~25 ~~Nasdaq~~million ~~Market within the United States, trading in our~~ shares onof ~~the~~preferred ~~OTC~~stock ~~market~~and ~~is subject~~ to ~~the~~issue ~~extent the~~options ~~market~~and ~~price~~warrants ~~for~~to ~~our~~purchase shares isof ~~less~~our ~~than $5.00~~common ~~per share~~stock, without toshareholder ~~several regulations known as the “penny stock rules”~~approval. ~~The~~ ~~penny~~Future ~~stock~~share ~~rules~~issuances ~~require~~are alikely ~~broker-dealer~~due to ~~deliver~~our aneed ~~standardized~~to ~~risk~~raise ~~disclosure~~additional ~~document~~working ~~prepared~~capital byin the ~~SEC,~~future. ~~to provide the customer~~Those ~~with~~future ~~additional~~issuances ~~information~~will ~~including~~likely ~~current~~result ~~bid~~in ~~and~~dilution ~~offer~~to ~~quotations~~our ~~for~~shareholders. ~~the~~In ~~penny stock~~addition, ~~the~~we ~~compensation~~could ofissue ~~the~~large ~~broker-dealer~~blocks ~~and its salesperson in the transaction, monthly account statements showing the market value~~ of ~~each~~our ~~penny~~common stock ~~held~~to ~~in the customer’s account,~~fend ~~and~~off tounwanted ~~make~~tender aoffers ~~special~~or ~~written~~hostile ~~determination~~takeovers ~~that~~without ~~the~~further ~~penny~~shareholder ~~stock~~approval, iswhich awould ~~suitable~~not ~~investment~~only ~~for~~result ~~the~~in ~~investor~~further ~~and receive the investor’s~~dilution ~~written agreement~~ to ~~the~~investors ~~transaction.~~in Tothis ~~the~~offering ~~extent~~but ~~these~~could ~~requirements~~also ~~may~~depress ~~be applicable they will reduce~~ the ~~level of trading activity in the secondary~~ market ~~for~~value ~~our shares and may severely and adversely affect the ability~~ of ~~broker-dealers to sell~~ our ~~shares~~common stock, if a ~~publicly traded~~public trading market develops.

We domay ~~not~~issue ~~expect~~preferred tostock ~~pay~~that ~~cash~~would ~~dividends~~have rights inthat are preferential to the ~~foreseeable~~rights ~~future. Any~~of ~~return~~our oncommon ~~investment~~stock ~~may~~that becould ~~limited~~discourage topotentially ~~the~~beneficial ~~value~~transactions ofto our ~~stock~~common shareholders.

WeAn ~~have~~issuance ~~never~~of ~~paid~~shares ~~any~~of ~~cash~~preferred ~~dividends~~stock oncould result ~~any~~in ~~shares of~~a ~~our~~class ~~capital~~of ~~stock,~~outstanding ~~and~~securities wethat dowould ~~not~~have ~~anticipate~~preferences ~~that~~with werespect ~~will~~to ~~pay~~voting ~~any~~rights and dividends and in ~~the~~liquidation over ~~foreseeable~~our ~~future.~~common ~~Our~~stock ~~current~~and ~~business~~could, ~~plan~~upon ~~is to~~conversion ~~retain~~or ~~any~~otherwise, ~~future~~have ~~earnings~~all toof ~~finance~~ the ~~expansion~~rights of our ~~business~~common stock. ~~Any~~Our ~~future~~Board ~~determination~~of Directors’ authority to ~~pay~~issue ~~cash~~preferred ~~dividends~~stock ~~will~~could bediscourage atpotential ~~the discretion~~takeover ofattempts ~~our~~or ~~Board~~could ofdelay ~~Directors,~~or ~~and~~prevent ~~will~~a bechange ~~dependent~~in ~~upon~~control ~~our financial condition~~through merger, ~~results~~tender ~~of operations~~offer, ~~capital~~proxy ~~requirements and~~contest ~~other~~or ~~factors~~otherwise asby ~~our~~making ~~board~~these ofattempts ~~directors~~more ~~may~~difficult ~~deem~~or ~~relevant~~costly atto ~~that time~~achieve. IfThe weissuance doof ~~not pay cash dividends, our~~ preferred stock ~~may~~could beimpair ~~less~~the ~~valuable because~~voting, adividend, ~~return~~and onliquidation ~~your~~rights ~~investment~~of ~~will~~common ~~only~~stockholders ~~occur~~without iftheir ~~our stock price appreciates~~approval.

~~Nevada law and our by-laws protect our directors from certain types of lawsuits.~~21

~~Nevada~~There ~~law~~is ~~provides~~currently ~~that~~an ~~our~~illiquid ~~directors~~market ~~will not be liable to us or our stockholders~~ for ~~monetary damages for all but certain types of conduct as directors. Our by-laws require us to indemnify~~ our ~~directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed~~ bycommon ~~law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence~~shares, ~~poor~~and ~~judgment,~~shareholders ~~or other circumstances. The indemnification provisions~~ may ~~require~~be usunable to ~~use~~sell ~~our assets to defend our directors and officers against claims, including claims arising out of~~ their ~~negligence,~~shares ~~poor~~for ~~judgment,~~an orindefinite ~~other circumstances~~period.

18There is presently an illiquid market for our common shares. There is no assurance that a liquid market for our common shares will ever develop in the United States or elsewhere, or that if such a market does develop that it will continue.

~~ITEM~~Over-the-counter ~~1B.~~stocks ~~UNRESOLVED~~are ~~STAFF~~subject ~~COMMENTS~~to risks of high volatility and price fluctuation.

~~None~~We have not applied to have our shares listed on a major stock exchange such as NASDAQ, and we do not plan to do so in the foreseeable future. The OTC market for securities has experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as commodity prices and the investment markets generally, as well as economic conditions and quarterly variations in our results of operations, may adversely affect the market price of our common stock and make it more difficult for investors to sell their shares.

~~ITEM~~Trading 1Cin our securities is on the OTC PINK MARKET which is an electronic trading platform established for securities that do not meet NASDAQ listing requirements. ~~CYBERSECURITY~~As a result, investors will find it substantially more difficult to dispose of our securities. Investors may also find it difficult to obtain accurate information and quotations as to the price of our common stock.

Our ~~information~~stock ~~security~~price ~~program~~may isbe ~~designed~~volatile ~~to detect,~~and ~~respond~~as toa result, shareholders ~~and~~could ~~manage~~lose ~~reasonably~~all ~~foreseeable~~or ~~cybersecurity~~part ~~risks~~of ~~and~~their ~~threats~~investment. ToThe ~~protect~~value of our ~~systems~~shares ~~from~~could ~~cybersecurity~~decline ~~threats, we~~due ~~use~~to ~~various~~the ~~security~~impact ~~tools~~of ~~that~~any ~~help~~of ~~prevent,~~the ~~escalate,~~following factors ~~investigate,~~upon ~~and~~the ~~recover~~market ~~from~~price ~~identified~~of ~~vulnerabilities~~our ~~and~~common ~~security incidents in a timely manner.~~stock:

We· ~~regularly~~failure ~~assess~~to ~~risks~~meet ~~from~~operating ~~cybersecurity~~budget; ~~and technology~~· ~~threats~~decline ~~and~~in ~~monitor~~demand ~~our systems~~ for ~~potential~~our ~~vulnerabilities~~common ~~and~~stock; ~~exploit~~· ~~attempts.~~operating Weresults ~~use~~failing ato ~~widely~~meet ~~adopted~~the ~~risk~~expectations ~~quantification model~~of tosecurities ~~identify,~~analysts ~~measure,~~or ~~and~~investors ~~prioritize~~in ~~cybersecurity~~any ~~and~~quarter; ~~technology~~· ~~risks~~downward ~~and~~revisions ~~develop~~in ~~related~~securities ~~security~~analysts’ ~~controls~~estimates ~~and~~or ~~safeguards.~~changes ~~We take~~in ageneral ~~risk-based~~market ~~approach~~conditions; to· ~~regular~~investor ~~reviews~~perception ~~and tests~~ of ~~our information security program and also leverage tabletop and other exercises to evaluate~~ the ~~effectiveness~~mining ofindustry or our ~~information~~prospects; ~~security program~~ and ~~improve~~· ~~our~~general ~~security~~economic ~~measures and planning~~trends.

In ~~the last two fiscal years~~addition, westock ~~have~~markets ~~not identified cybersecurity threats that~~ have ~~materially~~experienced ~~affected,~~extreme price orand ~~are~~volume ~~reasonably~~fluctuations ~~likely~~and tothe ~~materially~~market ~~affect, our~~prices ~~business, results~~ of ~~operations,~~securities orhave ~~financial~~been ~~condition~~highly volatile. ~~Although~~These wefluctuations ~~proactively attempt to prevent all threats, we~~ are ~~unable~~often unrelated to ~~eliminate~~operating ~~all~~performance ~~risk~~and ~~from~~may ~~cybersecurity~~adversely ~~threats~~affect orthe ~~provide~~market ~~assurance~~price ~~that~~of weour ~~have~~common ~~not experienced an undetected cybersecurity incident~~stock. ~~For more information about these risks, please see Item 1A. Risk Factors “We rely on information technology systems which are subject to disruption, damage, failure and other risks.”~~

Our board of directors is responsible for oversight and risk management in genera. Our board of directors receives periodic updates from our management team regarding the overall state of our technology management strategy and any relevant risks from cybersecurity threats and cybersecurity incidents.22

~~Our management~~Outstanding ~~team~~shares isthat responsible for assessing and managing the material risks from cybersecurity threats. Our management team members have expertise in information systems, compliance and corporate governance, which we believe are ~~disciplines~~eligible ~~that~~for ~~are~~future ~~effective~~sale incould ~~the management~~adversely ofimpact ~~the~~a ~~Company’s~~public ~~cybersecurity~~trading ~~risk.~~market ~~Our~~for ~~management~~our ~~team~~common ~~is informed of and monitors the prevention, detection, and mitigation of cybersecurity threats and incidents~~stock.

~~ITEM~~All 2the shares of common stock that were distributed under the Athena spin-off dividend are free-trading shares. ~~PROPERTIES~~In addition, in the future, we may offer and sell shares without registration under the Securities Act. All such shares will be “restricted securities” as defined by Rule 144 (“Rule 144”) under the Securities Act and cannot be resold without registration except in reliance on Rule 144 or another applicable exemption from registration. Under Rule 144, our non-affiliates (who have not been affiliates within the past 90 days) can sell restricted shares held for at least six months, subject only to the restriction that we made available public information as required by Rule 144 (which restriction is not applicable after the shares have been held by non-affiliates for at least 12 months). Our affiliates can sell restricted securities after they have been held for six months, subject to compliance with manner of sale, volume restrictions, Form 144 filing and current public information requirements.

~~Mining~~No ~~Properties~~prediction can be made as to the effect, if any, that future sales of restricted shares of common stock, or the availability of such common stock for sale, will have on the market price of the common stock prevailing from time to time. Sales of substantial amounts of such common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of the common stock.

~~Descriptions~~Owners of our ~~mining~~common ~~properties~~stock are ~~contained~~subject into the ~~Business discussion~~“penny ~~in this Report~~stock” rules.

~~ITEM~~Since 3our shares are not listed on a national stock exchange or quoted on the Nasdaq Market within the United States, trading in our shares on the OTC market is subject to the extent the market price for our shares is less than $5.00 ~~LEGAL~~per ~~PROCEEDINGS~~share, to several regulations known as the “penny stock rules”. The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer’s account, and to make a special written determination that the penny stock is a suitable investment for the investor and receive the investor’s written agreement to the transaction. To the extent these requirements may be applicable they will reduce the level of trading activity in the secondary market for our shares and may severely and adversely affect the ability of broker-dealers to sell our shares, if a publicly traded market develops.

~~None~~We do not expect to pay cash dividends in the foreseeable future. Any return on investment may be limited to the value of our stock.

~~ITEM~~We 4have never paid any cash dividends on any shares of our capital stock, and we do not anticipate that we will pay any dividends in the foreseeable future. ~~MINE~~Our ~~SAFETY~~current ~~DISCLOSURES~~business plan is to retain any future earnings to finance the expansion of our business. Any future determination to pay cash dividends will be at the discretion of our Board of Directors, and will be dependent upon our financial condition, results of operations, capital requirements and other factors as our board of directors may deem relevant at that time. If we do not pay cash dividends, our stock may be less valuable because a return on your investment will only occur if our stock price appreciates.

~~None.~~Nevada law and our by-laws protect our directors from certain types of lawsuits.

19Nevada law provides that our directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as directors. Our by-laws require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment, or other circumstances. The indemnification provisions may require us to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.

~~PART II~~23

ITEM 51B. ~~MARKET~~UNRESOLVED ~~FOR~~STAFF ~~REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS~~COMMENTS.

~~The OTC PINK MARKET is a registered quotation service that displays real-time quotes, last sale prices and volume information in over the counter (OTC) securities~~None. An OTC equity security generally is any equity that is not listed or traded on NASDAQ or other national securities exchange. The OTC PINK MARKET is not an issuer listing service, market, or exchange. Although the OTC PINK MARKET does not have any listing requirements, per se, to be eligible for quotation on the OTC PINK MARKET, issuers must remain current in their filings with the SEC or applicable regulatory authority.

~~Our~~ITEM ~~Board~~1C. 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 futureCYBERSECURITY.

~~Trading~~Risk inManagement our common stock is subject to rules adopted by the SEC regulating broker dealer practices in connection with transactions in “penny stocks.” Those disclosure rules applicable to penny stocks require a broker dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC. That disclosure document advises an investor that investment in penny stocks can be very risky, and that the investor’s salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in penny stocks, to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.Strategy

~~Holders~~Our ofinformation ~~Record~~security ofprogram ~~Our~~is ~~Common~~designed ~~Stock~~to detect, respond to, and manage reasonably foreseeable cybersecurity risks and threats. To protect our systems from cybersecurity threats, we use various security tools that help prevent, escalate, investigate, and recover from identified vulnerabilities and security incidents in a timely manner.

AsWe ofregularly ~~April~~assess 15risks from cybersecurity and technology threats and monitor our systems for potential vulnerabilities and exploit attempts. We use a widely adopted risk quantification model to identify, ~~2024~~measure, ~~there~~and ~~were~~prioritize ~~approximately 90~~cybersecurity ~~holders~~and oftechnology ~~record~~risks ofand ~~our~~develop ~~common~~related ~~stock~~security controls and ~~two~~safeguards. ~~holders~~We take ofa ~~record~~risk-based ofapproach ~~our~~to ~~warrants.~~regular ~~The~~reviews ~~actual~~and ~~number~~tests of ~~shareholders~~our isinformation ~~greater~~security ~~than this~~program ~~number~~and ofalso ~~record~~leverage ~~holders~~tabletop and ~~includes~~other ~~shareholders~~exercises to ~~who~~evaluate ~~are~~the ~~beneficial~~effectiveness ~~owners~~of ~~but~~our ~~whose~~information ~~shares~~security ~~are~~program ~~held~~and inimprove ~~street~~our ~~name~~security bymeasures ~~brokers~~ and ~~other nominees~~planning.

~~Dividend~~In ~~Policy~~the last two fiscal years, we have not identified cybersecurity threats that have materially affected, or are reasonably likely to materially affect, our business, results of operations, or financial condition. Although we proactively attempt to prevent all threats, we are unable to eliminate all risk from cybersecurity threats or provide assurance that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see Item 1A. Risk Factors “We rely on information technology systems which are subject to disruption, damage, failure and other risks.”

WeOur ~~have~~board ~~historically~~of ~~not~~directors ~~declared~~is orresponsible ~~paid~~for ~~cash~~oversight ~~dividends~~and onrisk ~~our~~management ~~capital~~in ~~stock~~genera. ~~Any~~Our ~~future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our~~ board of directors ~~and~~receives ~~will~~periodic ~~depend~~updates onfrom ~~then-existing~~our ~~conditions,~~management ~~including~~team ~~our~~regarding ~~financial~~the ~~condition,~~overall ~~operating~~state ~~results, contractual~~of ~~restrictions,~~our ~~capital~~technology ~~requirements,~~management ~~business~~strategy ~~prospects,~~ and ~~other~~any ~~factors~~relevant ~~our~~risks ~~board~~from ofcybersecurity ~~directors~~threats ~~may~~and ~~deem~~cybersecurity ~~relevant~~incidents.

~~Securities~~Our ~~Authorized~~management team is responsible for ~~Issuance~~assessing and ~~Under~~managing ~~Equity~~the ~~Compensation~~material ~~Plans~~risks from cybersecurity threats. Our management team members have expertise in information systems, compliance and corporate governance, which we believe are disciplines that are effective in the management of the Company’s cybersecurity risk. Our management team is informed of and monitors the prevention, detection, and mitigation of cybersecurity threats and incidents.

~~Information~~ITEM ~~about~~2. ~~our equity compensation plans is incorporated herein by reference to Part III, Item 12 of this Annual Report~~PROPERTIES.

~~Issuer~~Mining ~~Purchases of Equity Securities~~Properties

~~None~~Descriptions of our mining properties are contained in the Business discussion in this Report.

20ITEM 3. LEGAL PROCEEDINGS.

~~Recent Sales of Unregistered Securities~~None

~~The~~ITEM ~~following is a summary of sales of unregistered securities undertaken by the Company~~4. ~~The~~MINE ~~share,~~SAFETY ~~per share and price per share information have been adjusted to give retroactive effect to the Reverse Split~~DISCLOSURES.

~~2022~~None.

~~(a) During the year ended December 31, 2022, the Company issued 646,668 common shares as deferred financing costs. The shares were valued at a price ranging from $0.~~24 ~~- $0.30, the closing price of the Company’s stock at issuance. During the year ended December 31, 2022, the Company recognized $180,000 of deferred financing costs related to this issuance.~~

~~2023~~PART II

~~(b) On January~~ITEM ~~3, 2023, the Company entered into an asset purchase agreement with Gold Express Mines, Inc (“Gold Express”)~~5. ~~The~~MARKET ~~total purchase~~FOR ~~price~~REGISTRANT’S ~~for~~COMMON ~~the~~EQUITY ~~acquisition~~AND ~~was~~RELATED ~~determined~~STOCKHOLDER ~~to be $1,000,000 which consisted of 5,000,000 shares of common stock with a fair value of $1,000,000~~MATTERS.

The OTC PINK MARKET is a registered quotation service that displays real-time quotes, last sale prices and volume information in over the counter (cOTC) On securities. An OTC equity security ~~January~~generally 2is any equity that is not listed or traded on NASDAQ or other national securities exchange. The OTC PINK MARKET is not an issuer listing service, ~~2024~~market, or exchange. Although the ~~Company~~OTC ~~issued~~PINK ~~250~~MARKET does not have any listing requirements,~~000~~ ~~common~~per ~~shares~~se, to ~~Gold~~be ~~Express~~eligible for quotation on the ~~assumption~~OTC ofPINK MARKET, issuers must remain current in their filings with the ~~AJB~~SEC ~~Capital~~or ~~convertible~~applicable ~~note~~regulatory ~~payable~~authority.

~~(d) During the~~Our ~~year~~Board ~~ended~~of ~~December~~Directors ~~31,~~may ~~2023,~~declare ~~the~~and ~~Company~~pay ~~entered~~dividends on ~~into~~outstanding ashares ~~subscription~~of ~~agreement~~common ~~with~~stock ~~related~~out ~~parties~~of ~~for~~funds ~~the~~legally ~~issuance~~available oftherefore 1in its sole discretion; however,~~804~~ to date,~~286~~ no dividends have been paid on common ~~shares~~stock and ~~received~~we ~~cash~~do ~~proceeds~~not anticipate the payment of ~~$252,600~~dividends in the foreseeable future.

~~Unless~~Trading in our common stock is subject to rules adopted by the SEC regulating broker dealer practices in connection with transactions in “penny stocks.” Those disclosure rules applicable to penny stocks require a broker dealer, prior to a transaction in a penny stock not otherwise ~~noted~~exempt from the rules, to ~~all~~deliver ofa standardized risk disclosure document prepared by the ~~foregoing~~SEC. ~~transactions~~That disclosure document advises an investor that investment in ~~were~~penny ~~undertaken~~stocks can be very risky, and that the investor’s salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in ~~reliance~~connection ~~upon~~with an investment in penny stocks, to independently investigate the ~~exemption~~security, ~~contained~~as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in ~~Section~~this 4(security. The broker dealer must also provide the customer with certain other information and must make a~~)(2)~~ ofspecial written determination that the ~~Securities~~penny ~~Act~~stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of ~~1933~~the securities.

~~ITEM~~Holders 6.of ~~RESERVED.~~Record of Our Common Stock

~~ITEM~~As 7of March 31, 2025, there were approximately 84 holders of record of our common stock and two holders of record of our warrants. ~~MANAGEMENT’S~~The ~~DISCUSSION~~actual ~~AND~~number ~~ANALYSIS~~of OFshareholders ~~FINANCIAL~~is ~~CONDITION~~greater ~~AND~~than this ~~RESULTS~~number OFof ~~OPERATIONS~~record holders and includes shareholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

WeDividend ~~use the terms “Magellan,” “we,” “our,” and “us” to refer to Magellan Gold Corporation.~~Policy

~~The~~We ~~following~~have ~~discussion~~historically ~~and~~not ~~analysis~~declared ~~provide~~or paid cash ~~information~~dividends ~~that~~on ~~management~~our ~~believes~~capital isstock. ~~relevant~~Any ~~for~~future andetermination ~~assessment~~regarding the declaration and ~~understanding~~payment of ~~our~~dividends, ~~results~~if ofany, ~~operations~~will ~~and~~be ~~financial~~at ~~condition.~~the discretion ~~This~~of ~~information~~our ~~should~~board beof ~~read~~directors inand ~~conjunction~~will ~~with~~depend ~~our~~on ~~audited~~then-existing ~~financial statements~~conditions, ~~which~~including ~~are~~our ~~included~~financial incondition, ~~our~~operating ~~Annual~~results, ~~Report~~contractual restrictions, oncapital ~~Form 10-K~~requirements, ~~for~~business ~~the~~prospects, ~~fiscal~~and ~~years~~other ~~ended~~factors ~~December~~our ~~31,~~board ~~2023~~of ~~and~~directors ~~2022~~may deem relevant.

21Securities Authorized for Issuance Under Equity Compensation Plans

~~Forward-Looking~~Information ~~Statements~~about our equity compensation plans is incorporated herein by reference to Part III, Item 12 of this Annual Report.

Some of the information presented in this Form 10-K constitutes “forward-looking statements”. These forward-looking statements include, but are not limited to, statements that include terms such as “may,” “will,” “intend,” “anticipate,” “estimate,” “expect,” “continue,” “believe,” “plan,” or the like, as well as all statements that are not historical facts. Forward-looking statements are inherently subject to risks and uncertainties that could cause actual results to differ materially from current expectations. Although we believe our expectations are based on reasonable assumptions within the bounds of our knowledge of our business and operations, there can be no assurance that actual results will not differ materially from expectations.25

~~All~~Issuer ~~forward-looking~~Purchases ~~statements speak only as~~ of ~~the~~Equity ~~date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.~~Securities

~~Overview~~None.

WeRecent ~~were~~Sales ~~incorporated on September 28, 2010, in Nevada. Our principal business is the acquisition and exploration~~ of ~~mineral~~Unregistered ~~resources. We have not presently determined whether the properties to which we have mineral rights contain mineral reserves that are economically recoverable.~~Securities

WeThe ~~have~~following ~~only~~is ~~had~~a ~~limited~~summary ~~operations~~of tosales ~~date,~~of ~~and~~unregistered wesecurities ~~rely~~undertaken ~~upon~~by the ~~sale~~Company. ofThe ~~our~~share, ~~securities~~per share and ~~borrowings~~price ~~from~~per ~~significant~~share ~~investors~~information tohave ~~fund~~been ~~our~~adjusted ~~operations,~~to asgive weretroactive ~~have~~effect to ~~not~~the ~~generated~~Reverse ~~any revenue~~Split.

~~The contracted share issuance was to be made in~~(a) On ~~increments~~January ~~as progress was achieved on gaining access to the mine. To date 750~~3,~~000~~ ~~shares have been issued and 250~~2023,~~000~~ ~~shares~~the ~~are~~Company ~~still pending~~entered ~~issuance.~~into ~~With~~an ~~respect~~asset topurchase ~~the~~agreement ~~convertible~~with ~~secured~~Gold ~~note,~~Express ~~$125~~Mines,~~000~~ ~~plus~~Inc ~~accrued~~(“Gold ~~interest is currently due for payment~~Express”). ~~During~~The ~~the~~total ~~year~~purchase ~~ended~~price ~~December~~for ~~31, 2022,~~ the ~~Company~~acquisition ~~evaluated~~was ~~the~~determined ~~mineral~~to ~~rights~~be ~~and properties for impairment and recorded an impairment expense of~~ $1,~~037~~000,~~500.~~000 Aswhich consisted of ~~December 31~~5, ~~2023 and 2022~~000,000 ~~the~~shares ~~Clearwater~~of ~~mineral~~common ~~rights~~stock ~~and~~with ~~properties~~a ~~balance~~fair ~~totaled $0. As~~ value of ~~December 31, 2023 and 2022, the Company had~~ $~~0 and $194~~1,~~274 in capitalized development costs for the Center Star Project~~000, ~~respectively~~000.

~~On January 3, 2023, the Company entered into an asset purchase agreement with Gold Express Mines, Inc~~ (~~“Gold Express”~~b)~~. Pursuant to the agreement, the Seller sold the following~~ On 1)January ~~Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented mining claims~~ 2~~) Seafoam District - located in Custer County~~, ~~Idaho and consisting of five unpatented mining claims 3) Blacktail District - located in Lemhi County~~2024, Idaho and consisting of eight unpatented mining claims 4) Big-it Project- located in Shoshone County, Idaho consisting of twenty-five unpatented mining claims and a mineral lease over three unpatented mining claims and 94.86 acres of real property and 5) Terror Gulch (Capparelli Group) located in Shoshone County, Idaho consisting of twelve unpatented mining claims. As of March 31, 2023, the ~~total~~Company ~~purchase~~issued ~~price for the acquisition was determined to be $1~~250,000~~,000~~ ~~which~~common ~~consisted of 5,000,000~~ shares ofto ~~common~~Gold ~~stock~~Express ~~with~~for ~~a fair value of $1,000,000. The Company concluded~~ the ~~transaction~~assumption ~~qualified as an asset acquisition and all such acquisition costs have been capitalized. The Company concluded the purchase~~ of ~~a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on~~ the ~~balance~~AJB ~~sheet.~~Capital ~~During~~convertible ~~the~~note ~~year ended December 31, 2023, the Company evaluated the mineral rights and properties for impairment and recorded an impairment expense of $1,000,000~~payable. ~~As of December 31, 2023, the Gold Express mineral rights and properties balance totaled $0.~~

22(c) During the year ended December 31, 2023, the Company entered into a subscription agreement with related parties for the issuance of 1,804,286 common shares and received cash proceeds of $252,600.

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 has 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 shall spend $400,000 on the Kris Project in allowable expenditures over the next thirty-six months, assuming permitting for the work is obtained. If permitting delays the exploration and other work programs, the earn-in period shall be extended accordingly. Allowable expenditures are sampling, drilling, assaying, geologic mapping, and mine site improvements made or performed directly on the existing mine site or expanded mine site. Consulting fees for work directly benefiting the Project are also allowed including management of work, preparation of reports, and planning for Future work. Claim maintenance fees on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are deemed to benefit the Kris Project, and which are approved by both parties beforehand. As part of the agreement, the Company shall 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 shall 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. These shall all be allowable expenses under the earn-in agreement. As of December 31, 2023, the $100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties on the balance sheet.2024

~~Results~~(d) On January of4, ~~Operations~~2024, the Company entered into an asset purchase agreement with Gold Express Mines, Inc (“Gold Express”). The total purchase price for the ~~Years~~acquisition ~~Ended~~was ~~December~~determined 31to be $422,565 ~~2023~~which ~~and~~consisted of 5,500,000 shares of common stock with a fair value ~~2022~~of $422,365.

	Years Ended December 31,
	2023			2022
Operating expenses:
General and administrative expenses	$	230,062		$	242,883
Impairment expense		1,194,274			1,037,500
Total operating expenses		1,424,336			1,280,383
Operating loss		(1,424,336	)		(1,280,383	)
Other income (expense):
Interest expense		(101,422	)		(282,334	)
Gain on change in derivative liability		61,722			2,788
Total other income (expense)		(39,700	)		(279,546	)
Net loss	$	(1,464,036	)	$	(1,559,929	)

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.

~~Operating~~ITEM ~~expenses~~6. RESERVED.

~~During~~ITEM ~~the year ended December 31, 2023, our total operating expenses included general and administrative expenses of $1,424,336 as compared to $1,280,383 during the year ended December 31, 2022~~7. ~~The~~MANAGEMENT’S ~~$143,953~~DISCUSSION ~~increase~~AND isANALYSIS ~~primarily~~OF ~~associated~~FINANCIAL ~~with~~CONDITION ~~the~~AND ~~$1,194,274~~RESULTS ~~impairment~~OF ~~expense related to the Golden Idaho project and development costs during the year ended December 31, 2023~~OPERATIONS.

~~Other~~We ~~income~~use ~~(expenses)~~the terms “Magellan,” “we,” “our,” and “us” to refer to Magellan Copper & Gold Corp.

~~During~~The ~~the~~following ~~year~~discussion ~~ended~~and ~~December~~analysis ~~31, 2023, total~~provide ~~other~~information ~~expenses~~that ~~were~~management ~~$39,700~~believes asis ~~compared~~relevant tofor ~~$279,546~~an ~~during~~assessment ~~the~~and ~~year~~understanding ~~ended~~of ~~December~~our ~~31,~~results ~~2022.~~of ~~The~~operations ~~$239,846~~and ~~change~~financial ~~was~~condition. This ~~related~~information toshould abe ~~$180,912 decrease~~read in ~~interest~~conjunction ~~expense~~with ~~and~~our aaudited ~~$58~~financial statements,~~934~~ ~~increase~~which are included in ~~derivative~~our ~~liability~~Annual ~~related~~Report toon Form 10-K for the ~~gain~~fiscal inyears ~~derivative~~ended ~~liability~~December in31, 2024 and 2023.

~~Liquidity~~Forward-Looking ~~and Capital Resources:~~Statements

~~Our~~Some ~~audited~~of ~~consolidated~~the ~~financial~~information ~~statements have~~presented ~~been~~in ~~prepared~~this onForm 10-K aconstitutes ~~going~~“forward-looking ~~concern~~statements”. ~~basis,~~These ~~which~~forward-looking ~~assumes~~statements ~~that~~include, webut ~~will~~are benot ~~able~~limited to, ~~meet~~statements that ~~our~~include ~~obligations~~terms ~~and~~such ~~continue~~as ~~our~~“may,” ~~operations~~“will,” ~~during the~~“intend,” ~~next~~“anticipate,” ~~fiscal~~“estimate,” “expect,” ~~year.~~“continue,” ~~Asset~~“believe,” ~~realization~~“plan,” ~~values~~or ~~may~~the belike, ~~significantly~~as ~~different~~well ~~from carrying values~~ as ~~shown~~all ~~in our consolidated financial~~ statements ~~and~~that do are not ~~give~~historical ~~effect~~facts. toForward-looking ~~adjustments~~statements ~~that~~are ~~would~~inherently besubject ~~necessary~~ to ~~the~~risks ~~carrying~~and ~~values~~uncertainties ofthat ~~assets~~could ~~and~~cause ~~liabilities~~actual ~~should~~results ~~we be~~to ~~unable~~differ tomaterially ~~continue~~from ascurrent ~~a going concern~~expectations. AtAlthough ~~December 31, 2023,~~ we ~~had~~believe ~~not~~our ~~yet~~expectations ~~generated~~are ~~any~~based ~~revenues~~on orreasonable ~~achieved~~assumptions ~~profitable~~within ~~operations~~the ~~and~~bounds ~~we have accumulated losses~~ of ~~$20,993,778.~~our Weknowledge ~~expect to incur further losses in the development~~ of our business, ~~all~~and ofoperations, ~~which~~there ~~casts~~can ~~substantial doubt~~be ~~about~~no ~~our~~assurance ~~ability~~that toactual ~~continue~~results aswill anot ~~going~~differ ~~concern.~~materially ~~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~~expectations.

23All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

~~During the year ended December 31, 2023, the Company entered into unsecured promissory notes totaling $22,000.~~26

~~During the year ended December 31, 2022, the Company entered into unsecured promissory notes totaling $78,000 and unsecured promissory notes with related parties totaling $53,000.~~Overview

We ~~anticipate~~were ~~that~~incorporated ~~additional~~on ~~funding~~September ~~will~~28, be 2010, in Nevada. ~~the~~Our ~~form~~principal ofbusiness ~~additional~~is ~~loans~~the ~~from~~acquisition ~~officers,~~and ~~directors~~exploration orof ~~significant~~mineral ~~shareholders,~~resources. orWe ~~equity~~have ~~financing~~not ~~from~~presently determined whether the ~~sale~~properties to ofwhich ~~our~~we ~~common stock~~have ~~but~~mineral ~~cannot~~rights ~~assure~~contain ~~that~~mineral ~~any~~reserves ~~future~~that ~~financings~~are ~~will~~economically ~~occur~~recoverable.

~~Cash~~We ~~Flows~~have only had limited operations to date, and we rely upon the sale of our securities and borrowings from significant investors to fund our operations, as we have not generated any revenue.

AOn ~~summary~~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 ~~our~~Clearwater, ~~cash~~was ~~provided~~appointed byon July 1, 2020 to serve as a member of the Company’s Board. The Company acquired 100% of the issued and ~~used~~outstanding shares of Clearwater in consideration of 1,000,000 ~~operating~~shares of Magellan common stock, ~~investing~~a $125,000 ~~and~~convertible ~~financing~~note ~~activities~~and is$25,000 asin ~~follows:~~cash.

	Years ended December 31,
	2023			2022
Net cash used in operating activities	$	(70,543	)	$	(148,254	)
Net cash used in investing		(100,000	)		(769	)
Net cash provided by financing		169,899			131,000
Net change in cash		(644	)		(18,023	)
Cash at beginning of period		743			18,766
Cash at end of period	$	99		$	743

AtOn ~~December~~January 313, 2023, wethe ~~had~~Company ~~$99~~entered into an asset purchase agreement with Gold Express Mines, Inc (“Gold Express”). Pursuant to the agreement, the Seller sold the following 1) Golden, Idaho Project located in ~~cash~~Idaho County, Idaho and aconsisting $1of seventy-two unpatented mining claims 2) Seafoam District - located in Custer County,~~784~~ Idaho and consisting of five unpatented mining claims 3) Blacktail District - located in Lemhi County,~~671~~ ~~working~~Idaho ~~capital~~and consisting ~~deficit~~of eight unpatented mining claims 4) Big-it Project- located in Shoshone County, Idaho consisting of twenty-five unpatented mining claims and a mineral lease over three unpatented mining claims and 94.86 ~~This~~acres ~~compares~~of real property and 5) Terror Gulch (Capparelli Group) located in Shoshone County, Idaho consisting of twelve unpatented mining claims. As of March 31, 2023, the total purchase price for the acquisition was determined to be $~~743~~1,000,000 inwhich ~~cash~~consisted of 5,000,000 shares of common stock with a fair value of $1,000,000. The Company concluded the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized. The Company concluded the purchase of a ~~working~~single ~~capital~~set ~~deficit~~of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet. During the year ended December 31, 2023, the Company evaluated the mineral rights and properties for impairment and recorded an impairment expense of $1,~~692~~000,~~051~~000. atAs of December 31, ~~2022~~2023, the Gold Express mineral rights and properties balance totaled $0.

~~Net~~On ~~cash~~June ~~used~~6, 2023, the Company entered a memorandum of understanding for earn-in ~~operating~~agreement(“MOU”) ~~activities~~with ~~during~~Gold Express Mines, Inc. Per the MOU, the Company agreed to earn-in for ~~year~~up ~~ended~~to ~~December~~50% 31working interest in Kris Project, which has 74 unpatented mining claims located in Plumas County, CA. In March 2023, ~~was~~the Company paid Gold Express Mines, Inc. $70100,~~543~~000, ~~and~~which was ~~mainly~~recorded ~~comprised~~as ofa ~~our~~deposit, and shall spend $1400,~~464~~000 on the Kris Project in allowable expenditures over the next thirty-six months,~~036~~ ~~net~~assuming ~~loss~~permitting ~~during~~for the ~~year~~work is obtained. If permitting delays the exploration and other work programs, the ~~adjusted~~earn-in byperiod $1shall be extended accordingly. Allowable expenditures are sampling,~~194~~ drilling,~~274~~ ~~of impairment~~assaying, ~~expense~~geologic mapping, ~~stock~~and ~~compensation~~mine site improvements made or performed directly on the existing mine site or expanded mine site. Consulting fees for work directly benefiting the Project are also allowed including management of ~~$24~~work,~~542,~~ ~~accretion~~preparation of ~~discounts~~reports, and planning for Future work. Claim maintenance fees on ~~notes~~the ~~payable~~existing claims are also allowable expenditures, as are the costs of ~~$10~~future land acquisitions which are deemed to benefit the Kris Project,~~000~~ and ~~$61~~which are approved by both parties beforehand. As part of the agreement,~~722~~ ~~gain~~the Company shall make the Bureau of Land Management claim maintenance fees on ~~change~~the existing claims no later than August 15, 2023, and by August 15th in ~~derivative~~ensuing years during the ~~liability~~earn-in period. InThe ~~addition,~~Company itshall ~~reflects~~pay ~~changes~~for inthe ~~operating~~annual ~~assets~~Plumas County “notice of intent to hold” recording costs and ~~liabilities~~any other Plumas County fees or taxes which accrue during the earn-in period. These shall all be allowable expenses under the earn-in agreement. As of December 31, 2024 and 2023, the $~~226~~100,~~399~~000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties on the balance sheet.

Net cash used in operating activities during the year ended December 31, 2022 was $148,254 and was mainly comprised of our $1,559,929 net loss during the year, adjusted by $1,037,500 of impairment expense, $110,888 of stock compensation and accretion of discounts on notes payable of $201,815. In addition, it reflects changes in operating assets and liabilities of $64,260.27

~~Net~~On ~~cash~~January ~~used~~4, in2024, ~~investing~~the ~~activities~~Company ~~during~~entered into a purchase agreement with GEM, pursuant to which, among other things (i) the Company agreed to purchase certain mineral assets owned and ~~year~~controlled ~~ended~~by GEM for a purchase price equal to 5,500,000 shares of the Company’s common stock, par value $0.001 per share; and (ii) GEM agreed to assign to the Company a certain lease for mineral properties for a purchase price of 500,000 shares of common stock. As of December 31, ~~2023~~2024, the total purchase price for the acquisition was determined to be $~~100~~422,~~000~~565 which ~~was~~consisted ~~comprised~~of 5,500,000 shares of ~~cash~~common ~~payments~~stock with a fair value of $422,565. As of the date of this filing, the Company and GEM have not completed the assignment of leases and the 500,000 shares related to assignment have not been issued. The Company concluded the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet. During the year ended December 31, 2024, the Company evaluated the GEM mineral rights and properties for impairment and recorded an impairment expense of $422,565. As of December 31, 2024, the GEM mineral rights and properties balance totaled $0.

~~Net~~Results ~~cash~~of ~~used~~Operations infor ~~investing activities during~~ the ~~year~~ ~~ended~~Years Ended December 31, ~~2022~~2024 ~~was $769 which was comprised of cash payments for development costs.~~ and 2023

Net cash provided by financing activities during the year ended December 31, 2023 was $169,899 comprised of $22,000 proceeds from notes payable and $252,600 proceeds from sale of common stock which were offset by $100,000 repayment of convertible debt and the repayment of advances from related parties of $4,701.

	Years Ended December 31,
	2024			2023
Operating expenses:
General and administrative expenses	$	319,938		$	230,062
Impairment expense		422,565			1,194,274
Total operating expenses		742,503			1,424,336

Operating loss		(742,503	)		(1,424,336	)

Other income (expense):
Interest expense		(82,921	)		(101,422	)
Gain on conversion of debt		16,329			–
Gain on change in derivative liability		39,285			61,722
Total other income (expense)		(27,307	)		(39,700	)

Net loss	$	(769,810	)	$	(1,464,036	)

~~Net~~Operating cash provided by financing activities during the year ended December 31, 2022 was $131,000 comprised of $78,000 proceeds from notes payable and $53,000 proceeds from notes payable from related parties.expenses

24During the year ended December 31, 2024, our total operating expenses included general and administrative expenses of $742,503 as compared to $1,424,336 during the year ended December 31, 2023. The $681,833 decrease is primarily associated with the $1,194,274 impairment expense related to the Golden Idaho project and development costs during the year ended December 31, 2023.

~~ITEM~~Other 8.income ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.~~(expenses)

During the year ended December 31, 2024, total other expenses were $27,307 as compared to $39,700 during the year ended December 31, 2023. The ~~financial~~$12,393 ~~statements~~change ~~required~~was byrelated ~~this~~to ~~item~~a $18,501 ~~are~~decrease in ~~Item 15~~interest ~~beginning~~expense, on$22,437 ~~page F-1~~decrease ofin ~~this~~derivative ~~Annual~~liability ~~Report~~related onto ~~Form 10-K~~the gain in derivative liability in 2024 and ~~are~~a ~~incorporated~~$16,329 increase ~~herein~~in bygain ~~reference~~on conversion of debt.

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.~~28

~~None.~~Liquidity and Capital Resources:

~~ITEM~~Our 9Aaudited 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. ~~CONTROLS~~Asset ~~AND~~realization ~~PROCEDURES~~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 December 31, 2024, we had not yet generated any revenues or achieved profitable operations and we have accumulated losses of $21,763,588. We expect to incur further losses in the development of our business, all of which casts substantial doubt about 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.

~~The~~During ~~SEC,~~the asyear ~~required~~ended byDecember ~~Section~~31, ~~404~~2024, of the ~~Sarbanes-Oxley~~Company ~~Act,~~entered ~~adopted~~into ~~rules~~unsecured ~~requiring~~promissory ~~every~~notes ~~company~~totaling ~~that~~$115,000 ~~files report~~ with ~~the SEC to include~~ a ~~management~~related report on the effectiveness of disclosure controls and procedures in its periodic reports and an annual assessment of the effectiveness of its internal control over financial reporting in its annual reportparty.

~~Disclosure~~During ~~Controls~~the ~~and~~year ~~Procedures~~ended December 31, 2023, the Company entered into unsecured promissory notes totaling $22,000.

~~Disclosure~~We ~~controls~~anticipate ~~and procedures are designed to ensure~~ that ~~information~~additional ~~required~~funding towill be ~~disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized,~~ ~~and reported, within the time period specified~~ in the ~~SEC’s~~form ~~rules~~of ~~and~~additional ~~forms,~~loans ~~and~~from ~~that such information is accumulated and communicated to management~~officers, ~~including~~directors ~~the~~or ~~CEO~~significant ~~and CFO~~shareholders, asor ~~appropriate,~~equity tofinancing ~~allow~~from ~~timely decisions regarding required disclosures. Our management necessarily applied its judgment in assessing~~ the ~~costs~~sale ~~and benefits~~ of ~~such~~our ~~controls~~common stock ~~and~~but ~~procedures,~~cannot ~~which,~~assure bythat ~~their~~any ~~nature,~~future ~~can~~financings ~~provide~~will ~~only reasonable assurance regarding management’s control objectives~~occur.

~~Our~~Cash management, with the participation of our CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. Based upon this evaluation, our CEO concluded that our disclosure controls and procedures were not effective because of the identification of material weaknesses in our internal control over financial reporting which are described below.Flows

~~Management’s~~A ~~Report~~summary onof ~~Internal~~our ~~Control~~cash ~~Over~~provided ~~Financial~~by ~~Reporting~~and used in operating, investing, and financing activities is as follows:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.

	Years ended December 31,
	2024			2023
Net cash used in operating activities	$	(142,703	)	$	(70,543	)

Net cash used in investing		–			(100,000	)

Net cash provided by financing		143,500			169,899

Net change in cash		797			(644	)
Cash at beginning of period		99			743
Cash at end of period	$	896		$	99

~~Our~~At ~~internal~~December ~~control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that~~31, ~~in reasonable detail~~2024, ~~accurately~~we ~~and~~had ~~fairly reflect~~$896 ~~the~~in ~~transactions~~cash and ~~dispositions~~a of$1,981,883 ~~our assets; (ii) provide reasonable assurance that transactions are recorded as necessary~~working tocapital ~~permit preparation of financial statements in accordance with U~~deficit.S. ~~GAAP~~This ~~and~~compares ~~our~~to ~~receipts~~$99 ~~and expenditures are being made only~~ in ~~accordance with~~cash ~~authorizations of our management~~ and ~~directors;~~a ~~and~~working ~~(iii)~~capital ~~provide~~deficit ~~reasonable assurance regarding prevention or timely detection~~ of ~~unauthorized~~ ~~acquisition~~$1, ~~use~~784,671 orat ~~disposition~~December of31, ~~our assets that could have a material effect on our consolidated financial statements~~2023.

~~Because~~Net ofcash ~~its~~used ~~inherent~~in ~~limitations,~~operating ~~internal control~~activities ~~over~~during ~~financial~~the year ~~reporting~~ended ~~may~~December ~~not~~31, ~~prevent~~2024 orwas ~~detect misstatements. All internal control systems~~$142,703 noand ~~matter~~was ~~how~~mainly ~~well~~comprised ~~designed,~~of ~~have inherent~~our ~~limitations~~$769,810 ~~including~~net ~~the~~loss ~~possibility~~during ~~of human error and~~ the ~~circumvention~~year, ofadjusted ~~overriding~~by ~~controls. Accordingly~~$422,565 ~~even~~of ~~effective~~impairment ~~internal~~expense, ~~control~~stock ~~over~~compensation ~~financial~~of ~~reporting~~$61,983, ~~can provide only reasonable assurance with respect to financial statement preparation. Also~~$16, ~~projections~~329 ofgain ~~any~~on ~~evaluation~~conversion of ~~effectiveness~~debt toand ~~future~~$39,285 ~~periods~~gain ~~are~~on ~~subject~~change toin ~~the~~derivative ~~risk~~liability. ~~that~~In ~~controls~~addition, it ~~may~~reflects ~~become inadequate because of~~ changes in ~~conditions,~~operating orassets ~~that~~and ~~the~~liabilities ~~degree~~ of ~~compliance with the policies or procedures may deteriorate~~$198,173.

2529

~~Our~~Net ~~management~~cash ~~assessed~~used ~~the~~in ~~effectiveness~~operating ofactivities ~~our~~during the ~~internal~~year ~~control~~ended ~~over financial reporting as of~~ December 31, 2023. Inwas ~~making this assessment~~$70,543 itand ~~used~~was ~~the~~mainly ~~criteria~~comprised ~~set~~of ~~forth~~our by$1,464,036 ~~the~~net ~~Committee of~~loss ~~Sponsoring~~during ~~Organizations of~~ the ~~Treadway~~year, ~~Commission~~adjusted ~~(“COSO”)~~by in$1,194,274 ~~Internal Control-Integrated Framework (2013). Based on~~of ~~this~~impairment ~~evaluation~~expense, ~~management~~stock ~~concluded~~compensation ~~that that our internal control over financial reporting was not effective as~~ of ~~December 31~~$24, ~~2023. Our management~~542, ~~with~~accretion ~~the~~of ~~participation~~discounts ofon ~~our~~notes ~~Chief~~payable ~~Executive~~of ~~Officer~~$10,000 and ~~our Chief Financial Officer~~$61,722 ~~concluded~~gain weon ~~have~~change ain ~~material weakness~~derivative ~~due to lack of segregation of duties and a limited corporate governance structure~~liability. AIn ~~material weakness is a deficiency~~addition, orit areflects ~~combination of~~changes ~~control deficiencies,~~ in ~~internal~~operating ~~control~~assets ~~over~~and ~~financial~~liabilities ~~reporting such that there is a reasonable possibility that a material misstatement~~ of ~~our annual or interim financial statements will not be prevented or detected on a timely basis~~$226,399.

~~Our~~Net ~~size~~cash ~~has~~used ~~prevented~~in usinvesting ~~from~~activities ~~being able to employ~~during ~~sufficient~~the ~~resources~~year toended ~~enable~~December us31, to2024 ~~have~~was an$0. ~~adequate~~Net ~~level~~cash ofused ~~supervision~~in ~~and~~investing ~~segregation~~activities ofduring ~~duties~~the ~~within~~year ~~our~~ended ~~system~~December ~~of internal control. Therefore~~31, ~~while~~2023 ~~there~~was ~~are some compensating controls in place~~$100,000 which itwas iscomprised ~~difficult to ensure effective segregation~~ of ~~accounting~~cash ~~and~~payments ~~financial reporting~~for ~~duties.~~mineral ~~Management reported material weaknesses related to the following:~~properties.

·Net ~~Lack~~cash ofprovided ~~segregation~~by offinancing ~~duties~~activities induring the ~~certain~~year ~~accounting~~ended ~~and~~December ~~financial~~31, ~~reporting~~2024 ~~processes~~was ~~including~~$143,500 ~~the~~comprised ~~initiation,~~of ~~processing~~$115,000 ~~recording~~proceeds ~~and~~from ~~approval~~notes ofpayable ~~disbursements;~~from ·related ~~Lack~~parties ofand a$29,500 ~~formal~~proceeds from ~~review~~advances ~~process~~which ~~that~~were ~~includes~~offset ~~multiple~~by ~~levels~~$1,000 ofrepayment ~~review. · Lack~~ of ~~independent~~notes ~~directors~~payable.

~~While~~Net wecash ~~strive~~provided toby ~~segregate~~financing ~~duties~~activities ~~as much as~~during ~~practicable,~~the ~~there~~year isended anDecember ~~insufficient~~31, ~~volume~~2023 ofwas ~~transactions~~$169,899 atcomprised ~~this~~of ~~point~~$22,000 inproceeds ~~time~~from tonotes ~~justify~~payable ~~additional~~and ~~full-time~~$252,600 ~~staff.~~proceeds Wefrom ~~believe~~sale ~~that this~~of ~~is typical in many exploration stage companies. We may not be able to fully remediate the material weakness until we commence mining~~common ~~operations~~stock at which ~~time~~were weoffset ~~would~~by ~~expect~~$100,000 torepayment ~~hire~~of ~~more~~convertible ~~staff.~~debt Weand ~~will~~the ~~continue~~repayment toof ~~monitor~~advances ~~and~~from ~~assess~~related ~~the~~parties ~~costs and benefits~~ of ~~additional staffing~~$4,701.

~~This~~ITEM ~~Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting~~8. ~~Management’s~~FINANCIAL ~~report~~STATEMENTS ~~was~~AND ~~not~~SUPPLEMENTARY ~~subject to attestation by our registered public accounting firm pursuant to the SEC rules that permit us to provide only management’s report in this Annual Report~~DATA.

~~Conclusion~~The ~~Regarding~~financial ~~the~~statements ~~Effectiveness~~required ofby ~~Disclosure~~this item ~~Controls~~are in Item 15 beginning on page F-1 of this Annual Report on Form 10-K and ~~Procedures:~~are incorporated herein by reference.

WeITEM maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, to allow timely decisions regarding required disclosure9. ~~Management~~CHANGES ~~necessarily~~IN ~~applied~~AND ~~its~~DISAGREEMENTS ~~judgment~~WITH inACCOUNTANTS ~~assessing~~ON ~~the~~ACCOUNTING ~~costs and~~AND ~~benefits~~FINANCIAL ~~of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives~~DISCLOSURE.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this reportNone. Based on this evaluation, management concluded that the design and operation of our disclosure controls and procedures were not effective as of such date to provide assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management as appropriate, to allow timely decisions regarding disclosures.

~~Changes~~ITEM in9A. ~~Internal~~CONTROLS ~~Control~~AND ~~Over Financial Reporting~~PROCEDURES.

~~There~~The ~~were~~SEC, noas ~~changes~~required inby ~~our~~Section ~~internal~~404 ~~control~~of the Sarbanes-Oxley ~~over~~Act, ~~financial~~adopted ~~reporting~~rules requiring every company that ~~occurred~~files ~~during~~report with the ~~fiscal~~SEC ~~quarter~~to ~~ended~~include ~~December~~a ~~31,~~management ~~2023,~~report ~~that~~on ~~has~~the ~~materially~~effectiveness ~~affected,~~of ordisclosure controls isand ~~reasonably likely~~procedures toin ~~materially~~its ~~affect,~~periodic ~~our~~reports and an annual assessment of the effectiveness of its internal control over financial reporting in its annual report.

~~ITEM~~Disclosure ~~9B.~~Controls ~~OTHER~~and ~~INFORMATION.~~Procedures

~~During~~Disclosure controls and procedures are designed to ensure that information required to be disclosed in the ~~quarter~~reports ~~ended~~filed ~~December 31~~or submitted under the Exchange Act is recorded, ~~2023~~processed, nosummarized, and ~~director~~reported, orwithin ~~officer of~~the time period specified in the ~~Company~~SEC’s ~~adopted~~rules orand ~~terminated~~forms, aand ~~“Rule~~that ~~10b5-1~~such ~~trading~~information ~~arrangement”~~is oraccumulated ~~“non-Rule~~and ~~10b5-1~~communicated to ~~trading~~management, ~~arrangement~~including the CEO and CFO,” as ~~each~~appropriate, ~~term~~to isallow ~~defined~~timely decisions regarding required disclosures. Our management necessarily applied its judgment in ~~Item~~assessing ~~408(a)~~the costs and benefits of ~~Regulation~~such ~~S-K~~controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.

~~ITEM~~Our 9Cmanagement, with the participation of our CEO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Report. ~~DISCLOSURE~~Based ~~REGARDING~~upon ~~FOREIGN~~this ~~JURISDICTION~~evaluation, ~~THAT~~our ~~PREVENTS~~CEO ~~INSPECTIONS~~concluded that our disclosure controls and procedures were not effective because of the identification of material weaknesses in our internal control over financial reporting which are described below.

~~None.~~ 30

26Management’s Report on Internal Control Over Financial Reporting

~~PART~~Our ~~III~~management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with U.S. GAAP.

~~ITEM~~Our 10internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. ~~DIRECTORS~~GAAP and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, ~~EXECUTIVE~~use, ~~OFFICERS~~or ~~AND~~disposition ~~CORPORATE~~of ~~GOVERNANCE~~our assets that could have a material effect on our consolidated financial statements.

~~Directors~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and ~~Executive~~the ~~Officers~~circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our ~~current~~management ~~executive~~assessed ~~officers~~the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that that our internal control over financial reporting was not effective as of December 31, 2024. Our management, with the participation of our Chief Executive Officer and ~~directors~~our ~~are:~~Chief Financial Officer, concluded we have a material weakness due to lack of segregation of duties and a limited corporate governance structure. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Name	Age	Position
Michael Lavigne	67	CEO & Director
John Ryan	62	CFO & Director
Howard Crosby	71	Director
Greg Schifrin	64	Director

Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties within our system of internal control. Therefore, while there are some compensating controls in place, it is difficult to ensure effective segregation of accounting and financial reporting duties. Management reported material weaknesses related to the following:

~~Gregory~~· ~~Schifrin,~~Lack ~~age~~of ~~64,~~segregation ~~was~~of ~~appointed Director~~duties onin ~~July~~certain 1accounting and financial reporting processes including the initiation, ~~2020~~processing, recording and approval of disbursements; · Lack of a formal review process that includes multiple levels of review. · Lack of independent directors.

~~Mr.~~While ~~Schifrin,~~we ~~age~~strive ~~64,~~to ~~has~~segregate ~~been~~duties aas ~~Geologist~~much ~~for~~as ~~more~~practicable, ~~than~~there 35is ~~years,~~an ~~specializing~~insufficient volume of transactions at this point in ~~precious,~~time ~~base~~to ~~metals,~~justify ~~rare~~additional ~~earth~~full-time ~~and~~staff. ~~uranium~~We believe that this is typical in many exploration ~~and~~stage ~~development~~companies. ~~Previously~~We hemay ~~served~~not ~~as the~~be ~~CEO~~able ~~and~~to afully ~~member~~remediate of the ~~Board~~material ofweakness ~~Director~~until we commence mining operations at ~~Blackrock~~which ~~Gold~~time ~~Corp~~we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional staffing.

~~Michael~~This ~~Lavigne,~~Annual ~~age~~Report ~~66,~~does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was ~~appointed~~not ~~CEO~~subject ~~and~~to ~~Director~~attestation onby ~~August~~our 1,registered ~~2020~~public accounting firm pursuant to the SEC rules that permit us to provide only management’s report in this Annual Report.

Mr. Lavigne has been involved in the mining industry since 1975, when he worked underground for Hecla Mining Company. After completing law school, Mr. Lavigne started a registered broker-dealer specializing in mining and resource companies. He was a member and on the board of directors for the Spokane Stock Exchange and was involved in several financings for exploration-stage companies. Mr. Lavigne has served in management and board positions for several exploration companies with projects in Idaho, Montana, Nevada, Utah, Wyoming and Alaska. Additionally, Mr. Lavigne is owner and Managing Partner of Capital Peak Partners, LLC, which provides consulting services in the area of corporate and business development to a number of mining companies. Mr. Lavigne received his BA in Accounting from the University of Idaho and JD from the Gonzaga University School of Law.31

~~John~~Conclusion ~~P. Ryan,~~Regarding ~~age~~the ~~62,~~Effectiveness ~~was~~of ~~appointed~~Disclosure ~~CFO~~Controls and ~~Director on December 27, 2023.~~Procedures:

~~Mr. Ryan~~We ~~has~~maintain indisclosure ~~numerous~~controls ~~board~~ and ~~management~~ ~~positions of junior resource companies for the past thirty years. Since May 2021 Mr. Ryan has served as the Secretary of~~procedures ~~Key~~that ~~Metals~~are ~~Corp.,~~designed ato ~~mining~~ensure ~~company~~that ~~with~~information ~~development~~required ~~state~~to ~~projects~~be disclosed in ~~Chile.~~our ~~Since~~Exchange ~~December 2021,~~Act ~~Mr. Ryan~~reports ~~has~~is ~~served as a Vice President and Director of LGX Energy~~recorded, ~~Inc.~~processed, ~~an oil and gas exploration company. Since June 2020~~summarized, ~~Mr. Ryan has served~~ ~~as the Chief Executive Officer~~ and ~~Chairman~~reported ofwithin the ~~board~~time ofperiods ~~directors~~specified ofin ~~Gold Express Mines, Inc., a multi-commodity mining company focused on~~ the ~~discovery,~~SEC’s ~~development,~~rules and ~~production~~forms, ~~of precious~~ and ~~base~~that ~~metal~~such ~~assets.~~information ~~Since~~is ~~September~~accumulated ~~2013,~~and ~~Mr. Ryan~~communicated ~~has~~to ~~served~~management, asto ~~Chief~~allow ~~Executive~~timely ~~Officer~~decisions ofregarding ~~Premium~~required ~~Exploration, Inc~~disclosure., aManagement ~~gold~~necessarily ~~exploration~~applied ~~company.~~its ~~From~~judgment ~~November~~in ~~2016~~assessing tothe costs ~~September~~and ~~2020,~~benefits ~~Mr. Ryan served as a director~~ of ~~Bunker~~such ~~Hill~~controls ~~Mining~~and ~~Corp.~~procedures, awhich, ~~development~~by ~~stage~~their ~~mining company~~nature, ~~and~~can ~~for~~provide ~~a portion~~only ofreasonable ~~that~~assurance ~~time~~regarding ~~Mr. Ryan also served as Interim CEO. Mr. Ryan obtained his Bachelor of Science degree in mining~~management’s ~~engineering~~control ~~from the University of Idaho in 1985, and his Juris Doctor from Boston College Law School in 1992~~objectives.

~~Howard~~Our ~~Crosby~~management, ~~age~~with 71the participation of our Chief Executive Officer and our Chief Financial Officer, ~~was~~evaluated ~~appointed~~the ~~Director~~effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this ~~December~~evaluation, 27management concluded that the design and operation of our disclosure controls and procedures were not effective as of such date to provide assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, ~~2023~~processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management as appropriate, to allow timely decisions regarding disclosures.

~~Mr. Crosby~~Changes ~~has extensive experience as a director and investor~~ in ~~mining~~Internal ~~companies~~Control ~~and~~Over ~~has extensive experience in corporate finance. Mr. Crosby founded LGX Energy~~Financial Corp., an oil and gas exploration company, and since December 2021 has served as its Chief Executive Officer. Since 2000, Mr. Crosby has served as the President of Crosby Enterprises, a consulting firm focused on the natural resources space including oil, gas, and mining. Since September 2020, Mr. Crosby has served as Vice President and director of Gold Express Mines, Inc., a multi-commodity mining company focused on the discovery, development, and production of precious and base metal assets, and since October 2014 has served as the Chairman of the board of Desert Hawk Gold Corp., a gold mining company. From 2005 to 2016, Mr. Crosby served as a director of White Mountain Titanium Corp., a titanium company, and a company he founded. From 2015 to 2018, Mr. Crosby served as director of Bunker Hill Mining Corp., a mining company and from 2015 to 2018. From 2006 to 2009, he served as a director of U.S. Silver Corporation, a mining company producing silver, lead, and zinc. From 2004 to 2006, Mr. Crosby served as a director of High Plains Uranium, Inc., a minerals company, and from 1993 to 2005, he served as the Chief Executive Officer of Cadence Resources Corp., a natural resources company. Mr. Crosby obtained his bachelor’s degree in history from the University of Idaho in 1975.Reporting

27There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Involvement~~ITEM in9B. ~~Certain~~OTHER ~~Legal Proceedings~~INFORMATION.

During the ~~last~~quarter 10ended ~~years~~December 31, ~~except~~2024, no asdirector ~~further~~or ~~discussed~~officer ~~below, none~~ of ~~our~~the ~~directors~~Company adopted or ~~officers~~terminated ~~has:~~a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

a.ITEM had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; b9C. ~~been~~DISCLOSURE ~~convicted~~REGARDING inFOREIGN aJURISDICTION ~~criminal~~THAT ~~proceeding~~PREVENTS ~~or subject to a pending criminal proceeding; c~~INSPECTIONS. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or d. been found by a court of competent jurisdiction in a civil action, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

~~With respect to Mr~~None. Crosby and Mr. Ryan, both Mr. Crosby and Mr. Ryan were and are currently Directors of Premium Exploration (USA) Inc., a Nevada corporation and a subsidiary of Premium Exploration, Inc., a British Columbia corporation. Premium Exploration (USA) Inc. filed for Chapter 11 bankruptcy protection in June 2015 and exited bankruptcy in August 2016. Mr. Crosby and Mr. Ryan were also Directors of Northstar Offshore Group LLC, an oil and gas development company which entered bankruptcy in March 2016 and was liquidated in June 2017. Mr. Crosby and Mr. Ryan are also currently Directors of Desert Hawk Gold Corp. a Nevada corporation which recently filed for Chapter 11 bankruptcy protection in April 2024.

~~Family Relationships~~32

NoPART family relationships exist among our directors. Additionally, there do not exist any arrangements or understandings between any director and any other person pursuant to which any director was elected as such. III

~~Director~~ITEM ~~Independence~~10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~Our~~Directors common stock is listed on the OTC Pink Market of the OTC Markets Group, Inc. inter-dealer quotation systems, which does not have director independence requirements. Nevertheless, for purposes of determining director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15). Two of our four directors, Michael Lavigne and ~~John~~Executive ~~Ryan, are officers of the corporation and are not considered independent.~~Officers

~~Board~~Our ~~Meetings~~current executive officers and directors are:

During the years ended December 31, 2023 and 2022, our Board members engaged in frequent informal discussions; and all Board actions have been undertaken by unanimous written consent.

Name	Age	Position
Michael Lavigne	68	CEO & Director
John Ryan	63	CFO & Director
Howard Crosby	72	Director
Greg Schifrin	65	Director

~~Committees~~Gregory ofSchifrin, ~~the~~age ~~Board~~65, ofwas ~~Directors~~appointed Director on July 1, 2020.

WeMr. ~~currently~~Schifrin, doage ~~not~~65, ~~have~~has ~~standing~~been ~~audit,~~a ~~compensation,~~Geologist for ormore ~~nominating~~than ~~committees~~35 ofyears, ~~the~~specializing ~~Board~~in ofprecious, ~~Directors.~~base Wemetals, ~~plan~~rare toearth ~~form~~and ~~audit,~~uranium ~~compensation,~~exploration and ~~nominating~~development. ~~committees~~Previously ~~when~~he itserved ~~is necessary~~as tothe doCEO soand toa ~~comply~~member ~~with~~of ~~federal~~the ~~securities~~Board ~~laws or to meet listing requirements~~ of aDirector ~~stock~~at ~~exchange~~Blackrock orGold ~~the Nasdaq Capital Market~~Corp.

~~Compliance~~Michael ~~with~~Lavigne, ~~Section~~age ~~16(a)~~68, ~~Beneficial~~was ~~Ownership~~appointed CEO and Director on August 1, 2020.

~~Under~~Mr. ~~the~~Lavigne ~~Securities~~has ~~Laws~~been ofinvolved in the ~~United~~mining ~~States,~~industry ~~our~~since ~~directors~~1975, ~~executive~~when ~~(and~~he ~~certain~~worked ~~other)~~underground ~~officers,~~for ~~and~~Hecla ~~any~~Mining ~~persons~~Company. ~~holding~~After ~~more~~completing ~~than~~law ~~ten~~school, ~~percent~~Mr. ~~(10%)~~Lavigne ofstarted ~~our~~a ~~common~~registered ~~stock during~~broker-dealer ~~any~~specializing ~~part~~in ofmining ~~our~~and ~~most~~resource ~~recent~~companies. ~~fiscal~~He ~~year~~was ~~are~~a ~~required~~member toand ~~report~~on ~~their~~the ~~ownership~~board of ~~common~~directors ~~stock~~for ~~and~~the ~~any~~Spokane ~~changes~~Stock inExchange ~~that~~and ~~ownership~~was ~~to the~~involved ~~SEC.~~in ~~Specific~~several ~~due~~financings ~~dates~~ for ~~these~~exploration-stage ~~reports~~companies. ~~have~~Mr. ~~been~~Lavigne ~~established~~has ~~and~~served wein ~~are~~management ~~required~~and toboard ~~report~~positions infor ~~this~~several ~~Report~~exploration companies ~~any~~with ~~failure~~projects toin ~~file~~Idaho, byMontana, ~~these dates.~~Nevada, ~~During~~Utah, ~~the~~Wyoming ~~year~~and ~~ended~~Alaska. ~~December 31~~Additionally, ~~2023,~~Mr. ~~all~~Lavigne ~~these~~is ~~filing~~owner ~~requirements~~and ~~were~~Managing ~~satisfied~~Partner byof Capital ~~our~~Peak ~~officers~~Partners, ~~directors~~LLC, ~~and~~which ~~ten-percent holders.~~provides Inconsulting ~~making~~services ~~these~~in ~~statements,~~the wearea ~~have~~of ~~relied~~corporate onand ~~the~~business ~~written~~development ~~representation~~to a number of ~~our~~mining companies. ~~directors~~Mr. ~~and~~Lavigne ~~officers~~received orhis ~~copies~~BA ofin Accounting from the ~~reports that~~University ~~they~~of ~~have~~Idaho ~~filed~~and ~~with~~JD from the ~~Commission~~Gonzaga University School of Law.

28John P. Ryan, age 63, was appointed CFO and Director on December 27, 2023.

~~Code~~Mr. Ryan has in numerous board and management positions of ~~Ethics~~junior resource companies for the past thirty years. Since May 2021 Mr. Ryan has served as the Secretary of Key Metals Corp., a mining company with development state projects in Chile. Since December 2021, Mr. Ryan has served as a Vice President and Director of LGX Energy, Inc., an oil and gas exploration company. Since June 2020, Mr. Ryan has served as the Chief Executive Officer and Chairman of the board of directors of Gold Express Mines, Inc., a multi-commodity mining company focused on the discovery, development, and production of precious and base metal assets. Since September 2013, Mr. Ryan has served as Chief Executive Officer of Premium Exploration, Inc., a gold exploration company. From November 2016 to September 2020, Mr. Ryan served as a director of Bunker Hill Mining Corp., a development stage mining company, and for a portion of that time Mr. Ryan also served as Interim CEO. Mr. Ryan obtained his Bachelor of Science degree in mining engineering from the University of Idaho in 1985, and his Juris Doctor from Boston College Law School in 1992.

WeHoward ~~have adopted a Code of Ethics that apples to~~Crosby, ~~among~~ ~~other~~age ~~persons~~72, ~~our~~was ~~company’s~~appointed ~~principal~~Director on ~~executive~~December ~~officer~~27, ~~as well as persons performing similar functions~~2023. ~~As adopted, our Code of Ethics sets forth written guidelines to promote:~~

·Mr. Crosby ~~honest~~has extensive experience as a director and ~~ethical~~investor ~~conduct,~~in ~~including~~mining ~~the~~companies ~~ethical~~and ~~handling~~has ofextensive ~~actual~~experience orin ~~apparent~~corporate ~~conflicts~~finance. ofMr. Crosby ~~interest~~founded ~~between~~LGX ~~personal~~Energy Corp., an oil and ~~professional~~gas ~~relationships;~~exploration ·company, ~~full~~and since December 2021 has served as its Chief Executive Officer. Since 2000, ~~fair~~Mr. Crosby has served as the President of Crosby Enterprises, ~~accurate~~a consulting firm focused on the natural resources space including oil, ~~timely~~gas, and ~~understandable~~mining. Since ~~disclosure~~September 2020, inMr. Crosby ~~all~~has ~~reports~~served as Vice President and ~~documents~~director ~~that~~of weGold ~~file~~Express ~~with~~Mines, orInc., ~~submit~~a ~~to,~~multi-commodity mining company focused on the ~~SEC~~discovery, development, and inproduction ~~other~~of ~~public~~precious ~~communications~~and ~~made~~base bymetal usassets, ~~that~~and ~~are~~since ~~within~~October 2014 has served as the ~~executive~~Chairman ~~officer’s~~of ~~area~~the board of ~~responsibility;~~Desert ·Hawk ~~compliance~~Gold ~~with~~Corp., ~~applicable~~a ~~governmental~~gold ~~laws~~mining company. From 2005 to 2016, ~~rules~~Mr. Crosby served as a director of White Mountain Titanium Corp., a titanium company, and ~~regulations;~~a ·company ~~the~~he ~~prompt~~founded. ~~internal~~From ~~reporting~~2015 to 2018, Mr. Crosby served as director of ~~violations~~Bunker Hill Mining Corp., a mining company and from 2015 to 2018. From 2006 to 2009, he served as a director of ~~the~~U.S. ~~Code;~~Silver Corporation, a mining company producing silver, lead, and ·zinc. ~~accountability~~From ~~for~~2004 ~~adherence~~to 2006, Mr. Crosby served as a director of High Plains Uranium, Inc., a minerals company, and from 1993 to 2005, he served as the ~~Code~~Chief Executive Officer of Cadence Resources Corp., a natural resources company. Mr. Crosby obtained his bachelor’s degree in history from the University of Idaho in 1975.

Our Code of Ethics is on file with the SEC. We will provide a copy of the Code of Ethics to any person without charge, upon request. Requests can be sent to: Magellan Gold Corporation, 602 Cedar St., Ste. 205, Wallace, ID 83873.33

~~ITEM~~Involvement ~~11.~~in ~~EXECUTIVE~~Certain ~~COMPENSATION~~Legal Proceedings

~~Director~~During ~~Compensation~~the last 10 years, except as further discussed below, none of our directors or officers has:

~~Our~~a. ~~directors~~had ~~receive~~any nobankruptcy ~~compensation~~petition ~~for~~filed ~~their services~~by asor ~~director~~against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; b. been convicted in a criminal proceeding or subject to a pending criminal proceeding; c. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or d. been found by a court of competent jurisdiction in a civil action, the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

~~Executive~~With ~~Compensation~~respect to Mr. Crosby and Mr. Ryan, both Mr. Crosby and Mr. Ryan were and are currently Directors of Premium Exploration (USA) Inc., a Nevada corporation and a subsidiary of Premium Exploration, Inc., a British Columbia corporation. Premium Exploration (USA) Inc. filed for Chapter 11 bankruptcy protection in June 2015 and exited bankruptcy in August 2016. Mr. Crosby and Mr. Ryan were also Directors of Northstar Offshore Group LLC, an oil and gas development company which entered bankruptcy in March 2016 and was liquidated in June 2017. Mr. Crosby and Mr. Ryan are also currently Directors of Desert Hawk Gold Corp. a Nevada corporation which recently filed for Chapter 11 bankruptcy protection in April 2024.

~~The~~Family ~~following table sets forth all compensation paid to our Named Executive Officers for the years ended December 31, 2023 and 2022:~~Relationships

~~SUMMARY~~No ~~COMPENSATION~~family ~~TABLE~~relationships exist among our directors. Additionally, there do not exist any arrangements or understandings between any director and any other person pursuant to which any director was elected as such.

Name and Principal

Salary

Bonus

Stock Awards

Option Awards

Non equity Incentive Plan Compen- sation

Nonqualified Deferred Compensation Earnings

All Other Compen- sation

Total

Position

Year

($)

Michael Lavigne, CEO and Director (1) (2)

2023

–

24,542

–

24,542

2022

–

35,888

–

35,888

John Ryan, CFO and Director (3)

2023

–

Director Independence

~~__________________~~Our common stock is listed on the OTC Pink Market of the OTC Markets Group, Inc. inter-dealer quotation systems, which does not have director independence requirements. Nevertheless, for purposes of determining director independence, we have applied the definition set forth in NASDAQ Rule 4200(a)(15). Two of our four directors, Michael Lavigne and John Ryan, are officers of the corporation and are not considered independent.

	(1)	Michael B. Lavigne was appointed CEO and as a Director on August 1, 2020.
	(2)	Effective August 1, 2020, the Company and Michael B. 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. The 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 December 31, 2023, 615,000 restricted stock units may be settled in shares of Common Stock. During the year ended December 31, 2023, the Company recognized $24,542 of expense related to the agreement. As of December 31, 2022, 435,000 restricted stock units may be settled in shares of Common Stock. During the year ended December 31, 2022, the Company recognized $35,888 of expense related to the agreement.
	(3)	John Ryan was appointed CFO and as a Director on December 27, 2023. As of the date of this filing the Board has not set his annual compensation and has not yet awarded Mr. Ryan stock and option awards.

Board Meetings

29During the years ended December 31, 2024 and 2023, our Board members engaged in frequent informal discussions; and all Board actions have been undertaken by unanimous written consent.

~~Restricted Stock Unit Agreement~~34

~~Effective~~Committees ~~August 1, 2020, the Company, and Michael B. 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. The 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~~Board ~~date, whichever occurs first. As~~ of December 31, 2023 and 2022, 615,000 and 435,000 restricted stock units may be settled in shares of common stock, respectively. During the years ended December 31, 2023 and 2022, the Company recognized $24,542 and $35,888 of stock-based compensation related to the agreement, respectively. Directors

~~Employment~~We ~~Agreements~~currently do not have standing audit, compensation, or nominating committees of the Board of Directors. We plan to form audit, compensation, and nominating committees when it is necessary to do so to comply with federal securities laws or to meet listing requirements of a stock exchange or the Nasdaq Capital Market.

~~2017~~Compliance ~~Equity~~with ~~Incentive~~Section ~~Plan~~16(a), Beneficial Ownership

WeUnder ~~have~~the ~~not~~Securities ~~adopted~~Laws of the United States, our directors, executive (and certain other) officers, and any ~~equity~~persons ~~compensation~~holding ormore than ten percent (10%) of our common stock ~~option~~during any ~~plans~~part of our most recent fiscal year are required to report their ownership of common stock and any changes in that ownership to the SEC. Specific due dates for these reports have been established and we are required to report in this Report any failure to file by these dates. During the year ended December 31, 2024, all these filing requirements were satisfied by our officers, directors, and ten-percent ~~except~~holders. asIn ~~follows:~~making these statements, we have relied on the written representation of our directors and officers or copies of the reports that they have filed with the Commission.

~~The~~Code ~~Board~~ of Directors of the Company concluded, to attract and hire key technical personnel and management, as our Company grows, it will be necessary to offer option packages in order to compete effectively with other companies seeking the support of these highly qualified individuals. After careful consideration, the Board recommended the approval of the Company’s 2017 Equity Incentive Plan as being in the best interests of Stockholders.Ethics

~~Effective~~We ~~September~~have 1,adopted ~~2017,~~a ~~the~~Code ~~2017~~of ~~Equity~~Ethics ~~Incentive Plan~~that ~~was~~apples ~~approved~~to, among byother ~~written~~persons, ~~consent~~our ~~of stockholders holding 75% of the Company~~company’s ~~outstanding~~principal ~~common~~executive ~~stock~~officer, ~~and~~as ~~was~~well ~~adopted~~as bypersons ~~the Board~~performing ofsimilar ~~Directors~~functions. ~~The~~As ~~Company is authorized to grant rights to acquire up to a maximum of 200~~adopted,~~000~~ ~~shares~~our Code of ~~common~~Ethics ~~stock~~sets ~~under~~forth ~~the~~written ~~Plan. The~~guidelines ~~Plan is authorized~~ to ~~grant incentive stock options that qualify under Section 422 of the Internal Revenue Code of 1986, as amended.~~promote:

~~The~~· ~~2017~~honest ~~Plan~~and ~~provides~~ethical ~~for~~conduct, including the ~~grant~~ethical handling of ~~(1)~~actual ~~both incentive~~or ~~and~~apparent ~~non-statutory~~conflicts ~~stock~~of ~~options,~~interest ~~(2)~~between ~~stock~~personal ~~bonuses,~~and ~~(3)~~professional ~~rights~~relationships; to· ~~purchase~~full, ~~restricted~~fair, ~~stock~~accurate, timely and ~~(4)~~understandable ~~stock~~disclosure ~~appreciation~~in ~~rights (collectively,~~all ~~“Stock~~reports ~~Awards”).~~and ~~Incentive~~documents ~~stock~~that ~~options~~we ~~granted~~file ~~under~~with, or submit to, the ~~2017~~SEC ~~Plan~~and ~~are~~in ~~intended~~other topublic ~~qualify~~communications asmade ~~“incentive stock~~by ~~options”~~us that are within the ~~meaning~~executive officer’s area of ~~Section~~responsibility; ~~422~~· ofcompliance ~~the~~with ~~Code.~~applicable ~~Non-statutory~~governmental ~~stock~~laws, ~~options~~rules, ~~granted~~and ~~under~~regulations; · the ~~2017~~prompt ~~Plan~~internal ~~are~~reporting ~~intended not~~of toviolations ~~qualify~~of asthe ~~incentive~~Code; ~~stock~~and ~~options~~· ~~under~~accountability for adherence to the Code.

AsOur Code of Ethics is on file with the ~~date~~SEC. We will provide a copy of ~~this~~the ~~Annual~~Code ~~Report,~~of ~~there~~Ethics ~~have~~to ~~been~~any ~~grants~~person ~~made~~without ~~under the~~charge, ~~Plan~~upon ~~exercisable~~request. Requests can be sent to: ~~purchase~~Magellan 72Copper & Gold Corp.,~~000~~ ~~shares~~602 ofCedar ~~common~~St., ~~stock~~Ste. 205, Wallace, ID 83873.

~~Indemnification of Directors and Officers~~35

~~Nevada~~ITEM ~~Revised~~11. ~~Statutes~~EXECUTIVE provide that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawfulCOMPENSATION.

~~Nevada~~Director Revised Statutes also provide that to the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.Compensation

Our ~~Articles of Incorporation authorize us to indemnify our~~ directors ~~and~~receive ~~officers~~no tocompensation ~~the~~for ~~fullest extent permitted under Nevada Revised Statutes. Our bylaws set forth the procedures~~their ~~that~~services ~~must~~as ~~be followed for directors and officers to receive indemnity payments from us~~director.

30Executive Compensation

~~ITEM~~The ~~12.~~following ~~SECURITY~~table ~~OWNERSHIP~~sets OFforth ~~CERTAIN~~all ~~BENEFICIAL~~compensation paid ~~OWNERS~~to ~~AND~~our ~~MANAGEMENT~~Named ~~AND~~Executive ~~RELATED~~Officers ~~STOCKHOLDER~~for ~~MATTERS~~the years ended December 31, 2024 and 2023:

~~The~~SUMMARY ~~following~~COMPENSATION ~~table sets forth information with respect to beneficial ownership of our common stock by:~~TABLE

* each person who beneficially owns more than 5% of our common stock; * each of our executive officers named in the Management section; * each of our directors; and * all executive officers and directors as a group.

Name and Principal

Salary

Bonus

Stock
Awards

Option
Awards

Non equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All Other Compensation

Total

Position

Year

($)

Michael Lavigne,

2024

–

21,845

–

21,845

CEO and Director (1) (2)

2023

–

24,542

–

24,542

John Ryan,

2024

–

CFO and Director (3)

2023

–

The following table shows the number of shares owned and the percentage of outstanding common stock owned as of April 10, 2024 . Each person has sole voting and investment power with respect to the shares shown, except as noted.__________________

Name and Address of Beneficial Owner (1)		Amount and Nature of Beneficial Ownership (2)			Ownership as a Percentage of Outstanding Common Shares (3)
	(1)	Michael B. Lavigne was appointed CEO and as a Director on August 1, 2020.
John Gibbs 807 Wood N Creek Ardmore, OK 73041			4,331,775	(4)		16.77%
	(2)	Effective August 1, 2020, the Company and Michael B. 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. The 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 December 31, 2024, 795,000 restricted stock units may be settled in shares of Common Stock. During the year ended December 31, 2024, the Company recognized $21,845 of expense related to the agreement. As of December 31, 2023, 615,000 restricted stock units may be settled in shares of Common Stock. During the year ended December 31, 2023, the Company recognized $24,542 of expense related to the agreement.
Gold Express Mines, Inc.			12,250,000	)		47.43%
	(3)	John Ryan was appointed CFO and as a Director on December 27, 2023. As of the date of this filing the Board has not set his annual compensation and has not yet awarded Mr. Ryan stock and option awards.
Michael Lavigne (5)			–	(5)		–%
John Ryan			–			–%
Greg Schifrin			1,535,715			5.95%
Howard Crosby			90,000			0.35%
All officers and directors as a group (four persons)			1,590,715			6.29%

____________________________
(1)	Unless otherwise stated, address is 602 Cedar St., Ste. 205, Wallace, ID 83873
(2)	Under SEC Rules, we include in the number of shares owned by each person, the number of shares issuable under outstanding options or warrants if those options or warrants are exercisable within 60 days of the date of this Annual Report. In calculating percentage ownership, we calculate the ownership of each person who owns exercisable options by adding (i) the number of exercisable options for that person only to (ii) the number of total shares outstanding and dividing that result into (iii) the total number of shares and exercisable options owned by that person.
(3)	Shares and percentages beneficially owned are based upon 25,827,072 shares outstanding on April 10, 2024.
(4)	Includes 3,582,159 shares owned individually, warrant exercisable to purchase 25,000 shares of Common Stock at $0.20 per share, 1,000 shares owned by Redwood Microcap Fund, Inc. controlled by Mr. Gibbs. And 723,616 shares owned by Tri Power Resources, Inc., controlled by Mr. Gibbs.
(5)	Does not include an aggregate of 615,000 Restricted Stock Units that may be settled for shares of common stock under certain circumstances.

31Restricted Stock Unit Agreement

~~Securities~~Effective ~~Authorized~~August 1, 2020, the Company, and Michael B. 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 ~~Issuance~~each ~~Under~~month ~~Equity~~of ~~Compensation~~service. ~~Plans~~The 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 December 31, 2024 and 2023, 795,000 and 615,000 restricted stock units may be settled in shares of common stock, respectively. During the years ended December 31, 2024 and 2023, the Company recognized $21,845 and $24,542 of stock-based compensation related to the agreement, respectively.

~~The~~2017 ~~following~~Equity ~~table~~Incentive ~~contains information about our equity compensation plans as of December 31, 2023.~~Plan

~~Equity~~The ~~Compensation~~Board ~~Plan~~of ~~Information~~Directors ~~Number~~ of ~~securities~~the ~~remaining~~Company ~~available~~concluded, to ~~Weighted-~~attract ~~for~~and ~~future~~hire ~~issuance~~key ~~average~~technical ~~under~~personnel ~~equity~~and ~~Number~~management, ofas ~~securities~~our toCompany begrows, ~~exercise~~it ~~price~~will ofbe ~~compensation~~necessary ~~plans~~to ~~issued~~offer ~~upon~~option ~~exercise~~packages in order ofto ~~outstanding~~compete ~~(excluding~~effectively ~~securities~~with ~~outstanding~~other ~~options,~~companies ~~options,~~seeking ~~warrants~~the ~~reflected~~support inof ~~Plan~~these ~~Category~~highly ~~warrants~~qualified ~~and~~individuals. ~~rights~~After ~~and~~careful ~~rights~~consideration, the ~~column~~Board ~~(a))~~recommended ~~(a)~~the ~~(b)~~approval ~~(c)~~of ~~Equity~~the ~~compensation~~Company’s ~~plans~~2017 ~~approved by security holders – $ – –~~ Equity ~~compensation~~Incentive ~~plans~~Plan ~~not~~as ~~approved~~being byin ~~security~~the ~~holders~~best –interests –of ~~Total – $ – –~~Stockholders.

~~Our~~Effective ~~equity~~September ~~compensation~~1, ~~plan~~2017, is the 2017 Equity Incentive Plan was approved by written consent of stockholders holding 75% of the Company’s outstanding common stock and was adopted by the Board of Directors. The Company is authorized to grant rights to acquire up to a maximum of 200,000 shares of common stock under the Plan. The Plan is authorized to grant incentive stock options that qualify under Section 422 of the Internal Revenue Code of 1986, as amended.

32The 2017 Plan provides for the grant of (1) both incentive and non-statutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights (collectively, “Stock Awards”). Incentive stock options granted under the 2017 Plan are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code. Non-statutory stock options granted under the 2017 Plan are intended not to qualify as incentive stock options under the Code.

~~ITEM~~As ~~13.~~of ~~CERTAIN~~the ~~RELATIONSHIPS~~date ~~AND~~of ~~RELATED~~this ~~TRANSACTIONS~~Annual ~~AND~~Report, ~~DIRECTOR~~there ~~INDEPENDENCE~~have been grants made under the Plan except options to purchase 72,000 shares of common stock.

~~Except~~Indemnification ~~as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser~~ of ~~$120,000~~Directors orand one percent of the average of our total assets at year-end for the last two completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.Officers

~~Management~~Nevada ~~Fees~~Revised Statutes provide that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

AtNevada ~~December~~Revised ~~31,~~Statutes ~~2023~~also ~~and~~provide ~~2022~~that to the extent that a director, $7officer,~~000~~ employee, or agent of ~~the~~a ~~management fees~~corporation ~~owed~~has tobeen ~~prior~~successful ~~management~~on ~~had~~the ~~not~~merits ~~been~~or ~~paid~~otherwise ~~and~~in ~~are~~defense ~~included~~of any action, suit or proceeding, or in ~~accounts~~defense ~~payable~~of onany claim, issue or matter therein, the ~~accompanying~~corporation ~~consolidated~~shall ~~balance~~indemnify ~~sheets~~him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

~~Accrued~~Our ~~Interest~~Articles –of ~~Related~~Incorporation ~~Parties~~authorize us to indemnify our directors and officers to the fullest extent permitted under Nevada Revised Statutes. Our bylaws set forth the procedures that must be followed for directors and officers to receive indemnity payments from us.

~~Accrued~~Insider ~~interest~~Trading ~~due~~Arrangements toand ~~related parties is included in our consolidated balance sheets as follows:~~Policies

	December 31, 2023		December 31, 2022
Accrued interest payable – Mr. Gibbs	$	19,730	$	12,130
Accrued interest payable – Mr. Joseph Lavigne		4,277		1,517
Accrued interest payable – Mr. Schifrin		13,130		9,380
Accrued interest payable – Mr. Malhotra		2,641		1,841
	$	39,778	$	24,868

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and others that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations. A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K

~~Notes Payable – Related Parties~~37

AsITEM ~~of December 31, 2023 and 2022, the unsecured promissory notes with related parties totaled $53,000 with accrued interest of $9,409 and $3,049, respectively~~12. ~~The~~SECURITY ~~promissory~~OWNERSHIP ~~notes~~OF ~~bear interest~~CERTAIN atBENEFICIAL ~~12%~~OWNERS ~~per~~AND ~~annum~~MANAGEMENT ~~and~~AND ~~are~~RELATED ~~payable~~STOCKHOLDER ~~on demand~~MATTERS.

~~Unsecured~~The ~~advances~~following –table ~~related~~sets ~~party~~forth information with respect to beneficial ownership of our common stock by:

~~During~~* ~~the~~each ~~year~~person ~~ended~~who ~~December~~beneficially ~~31,~~owns ~~2023,~~more ~~Gold Express~~than ~~Mines,~~5% ~~Inc. paid $685~~ of ~~expenses~~our oncommon ~~the~~stock; ~~Company’s~~* ~~behalf.~~each ~~During the year ended December 31, 2022, the CEO~~ of ~~the~~our ~~Company paid~~executive ~~$938~~officers ofnamed ~~expenses~~in on the ~~Company’s~~Management ~~behalf.~~section; ~~During~~* ~~the~~each ~~year ended December 31, 2021, a director paid expenses on behalf~~ of ~~the Company~~our ofdirectors; ~~$30,528~~ and ~~the~~* ~~Company~~all ~~made~~executive ~~payments~~officers ~~on advances of $20,000. As of December 31, 2023~~ and ~~2022,~~directors ~~the~~as ~~advances~~a ~~from related party balance were $21,875 and $21,190, respectively~~group.

~~Series~~The ~~2020A~~following 8%table ~~Unsecured~~shows ~~Convertible~~the ~~Notes~~number of shares owned and the percentage of outstanding common stock owned as of March 31, 2025 . Each person has sole voting and investment power with respect to the shares shown, except as noted.

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 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 $237,263 debt discount will be amortized over the term of the loan. 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. If a default notice is received the interest rate will be 12%. As of December 31, 2023 and 2022, the balance due to a related party under these notes is $60,000, with accrued interest of $17,238 and $12,438, respectively.

Name and Address of Beneficial Owner ⁽¹⁾	Amount and Nature of Beneficial Ownership ⁽²⁾			Ownership as a Percentage of Outstanding Common Shares ⁽³⁾

John Gibbs 807 Wood N Creek Ardmore, OK 73041		4,331,775	⁽⁴⁾		16.42%

Gold Express Mines, Inc.		11,750,000			44.54%

Michael Lavigne ⁽⁵⁾		–	⁽⁵⁾		–%

John Ryan		–			–%

Greg Schifrin		1,535,715			5.81%

Howard Crosby		90,000			0.34%

All officers and directors as a group (four persons)		1,625,715			6.16%

__________________
(1)	Unless otherwise stated, address is 602 Cedar St., Ste. 205, Wallace, ID 83873

(2)	Under SEC Rules, we include in the number of shares owned by each person, the number of shares issuable under outstanding options or warrants if those options or warrants are exercisable within 60 days of the date of this Annual Report. In calculating percentage ownership, we calculate the ownership of each person who owns exercisable options by adding (i) the number of exercisable options for that person only to (ii) the number of total shares outstanding and dividing that result into (iii) the total number of shares and exercisable options owned by that person.

(3)	Shares and percentages beneficially owned are based upon 26,379,295 shares outstanding on March 31, 2025.

(4)	Includes 3,582,159 shares owned individually, warrant exercisable to purchase 25,000 shares of Common Stock at $0.20 per share, 1,000 shares owned by Redwood Microcap Fund, Inc. controlled by Mr. Gibbs. And 723,616 shares owned by Tri Power Resources, Inc., controlled by Mr. Gibbs.

(5)	Does not include an aggregate of 795,000 Restricted Stock Units that may be settled for shares of common stock under certain circumstances.

~~3% Secured Convertible Note~~38

OnSecurities ~~July~~Authorized 1,for ~~2020,~~Issuance ~~the~~Under ~~Company~~Equity ~~issued~~Compensation a $125,000 Secured Convertible Note to a related party as part of the purchase of Clearwater Mining Corporation. The convertible note is secured by common stock of the Company, matures on July 1, 2022, and will accrue interest at the rate of 3% per annum, payable yearly in arrears beginning July 1, 2021. The Note is convertible into shares of Common Stock at a conversion price of $0.50 during the life of the Note. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital in July 2019. The $87,500 debt discount will be amortized over the term of the loan. Amortization expense of $21,815 was recognized during the year ended December 31, 2022. As of December 31, 2023 and 2022, the balance due to a related party under this note was $125,000, with accrued interest of $13,130 and $9,380, respectively.Plans

~~Consulting~~The ~~Agreement~~following table contains information about our equity compensation plans as of December 31, 2024.

OnEquity ~~December~~Compensation ~~29,~~Plan ~~2022,~~Information ~~the~~Number ~~Company~~of ~~entered~~securities ~~into a~~remaining ~~two~~available Weighted-~~year~~ ~~consulting~~for ~~agreement~~future ~~with~~issuance ~~Rock~~average ~~Creek~~under ~~Mining~~equity ~~Company~~Number ~~commencing~~of onsecurities ~~December~~to 1,be ~~2022,~~exercise toprice ~~provide~~of ~~consulting~~compensation ~~and~~plans ~~advisory~~issued ~~services. Michael~~upon ~~Lavigne,~~exercise ~~the~~of ~~Company’s~~outstanding ~~CEO,~~(excluding issecurities anoutstanding ~~officer~~options, ~~and~~options, awarrants ~~Director~~reflected ofin ~~Rock~~Plan ~~Creek~~Category ~~Mining~~warrants ~~Company.~~and ~~The~~rights ~~consulting~~and ~~agreement~~rights ~~provides for~~column ~~compensation~~(a)) of(a) ~~$6,000~~(b) ~~per~~(c) ~~month,~~Equity ~~payable~~compensation onplans ~~demand.~~approved ~~During~~by ~~the~~security ~~years~~holders ~~ended~~– ~~December~~$ ~~31,~~– ~~2023~~– ~~and~~Equity ~~2022,~~compensation ~~the~~plans ~~Company~~not ~~incurred~~approved ~~consulting fees~~by ofsecurity ~~$72,000~~holders ~~and~~– $~~6,000~~ ~~related~~– to– ~~this~~Total ~~agreement,~~– ~~respectively.~~$ – –

~~Promissory~~Our ~~Note~~equity compensation plan is the 2017 Equity Incentive Plan.

OnThe ~~January~~Company 2,does ~~2024,~~not wehave ~~entered into~~any anpolicies ~~agreement~~or ~~(the~~practices ~~“Agreement”)~~on ~~with Gold Express Mines, Inc., a Nevada corporation (“GEM”), pursuant to which, among other things (i)~~ the ~~Company~~timing ~~consented to the assignment by AJB Capital Investments LLC, a Delaware limited liability company (“AJB”),~~ of awards ~~all~~ of ~~AJB’s~~options ~~right, title, obligation, liability and interest~~ in, relation to ~~and under that certain Promissory Note, dated February 2021 in~~ the ~~original~~disclosure ~~principal amount~~ of ~~$200,000~~material ~~(the~~nonpublic ~~“Promissory~~information ~~Note”) issued~~ by the Company to AJB; (ii) the Company represented that it has taken all necessary corporate action to accept the resignations of Mark Rodenbeck and Deepak Maholtra as members of the board of directors (the “Board”) of the Company and appoint John P. ~~Ryan,~~The ~~President, Chief Executive Officer and a director of GEM, and Howard Crosby, a director of GEM, to the Board; (iii) the~~ Company ~~agreed~~did ~~that~~not atissue any ~~time prior to December 29, 2026, if GEM provides~~options ~~notice~~in to the Company to designate a person to serve as a member of the board of directors of the Company, the Company will use its reasonable best efforts to elect such person to the board of directors of the Company as promptly as practicable following receipt of such notice; and (iv) the Company issued to GEM 250,000 shares our common stock2024. ~~GEM owns 47.3% of our common stock.~~

The aggregate principal amount of the Promissory Note outstanding is $110,000. The Promissory Note bears interest at a rate of 12% per annum. The unpaid principal amount of the Promissory Note is convertible into shares of the Company’s common stock at the conversion price. The conversion price shall be the less of 90% of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period ending on date of conversion of this note. The Promissory Note is past due and payable.39

~~GEM~~ITEM ~~Purchase~~13. ~~Agreement~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

OnExcept ~~January~~as 4,disclosed ~~2024~~herein, wethere ~~entered~~have ~~into~~been no atransactions ~~purchase~~or ~~agreement~~proposed (transactions in which the ~~“Purchase~~amount ~~Agreement”)~~involved ~~with~~exceeds ~~GEM,~~the ~~pursuant~~lesser toof ~~which~~$120,000 ~~among~~or ~~other~~one ~~things~~percent ~~(i)~~of the ~~Company~~average ~~agreed~~of toour ~~purchase~~total ~~certain~~assets ~~mineral~~at ~~assets~~year-end ~~owned~~for ~~and~~the ~~controlled~~last bytwo ~~GEM~~completed ~~for~~fiscal ayears ~~purchase~~in ~~price~~which ~~equal~~any toof 5our directors,~~500,000~~ ~~shares~~executive ofofficers ~~the~~or ~~Company’s~~beneficial ~~common~~holders ~~stock,~~of ~~par~~more ~~value~~than ~~$0.001~~5% ~~per~~of ~~share (~~the ~~“Common~~outstanding ~~Stock”);~~shares ~~and~~of ~~(ii)~~our ~~GEM~~common ~~agreed~~stock, toor ~~assign~~any toof ~~the~~their ~~Company~~respective arelatives, ~~certain~~spouses, ~~lease~~associates ~~for~~or ~~mineral~~affiliates, ~~properties~~has ~~(the~~had ~~“Cuprum~~or ~~Lease”)~~will ~~for~~have aany ~~purchase~~direct ~~price~~or ofmaterial ~~500,000~~indirect ~~shares of Common Stock (collectively, the “Transactions”)~~interest.

~~The~~Management ~~Purchase Agreement contains representations, warranties and covenants customary for a transaction of this size and nature.~~Fees

~~The~~At ~~Company~~December ~~expects the closing of the Transactions to occur no later than January~~ 31, 2024, ~~subject~~and ~~to certain closing conditions~~2023, ~~including~~$7,000 ~~but~~of ~~not~~the ~~limited~~management fees owed to, ~~(i)~~prior ~~GEM~~management ~~delivering~~had anot ~~quitclaim deed~~been ~~transferring~~paid ~~the unpatented mining claims;~~ and ~~(ii)~~are ~~GEM~~included ~~receiving~~in ~~all~~accounts ~~required~~payable ~~consents~~on tothe ~~transfer~~accompanying ~~Cuprum~~consolidated ~~Lease~~balance sheets.

~~John Ryan,~~Accrued ~~our~~Interest ~~CFO~~– ~~and~~Related ~~a director, is the President, Chief Executive Officer and a director of GEM, and Howard Crosby, a director, is a director of GEM. GEM owns 47.3% of our common stock.~~ Parties

34Accrued interest due to related parties is included in our consolidated balance sheets as follows:

Deferred Compensation

	December 31, 2024		December 31, 2023
Accrued interest payable – Mr. Gibbs	$	27,329	$	19,730
Accrued interest payable – Mr. Joseph Lavigne		7,037		4,277
Accrued interest payable – Mr. Schifrin		16,880		13,130
Accrued interest payable – Gold Express Mines, Inc		51,076		–
Accrued interest payable – Mr. Malhotra		–		2,641
	$	102,322	$	39,778

~~Effective~~Notes ~~August~~Payable 1,– ~~2020,~~Related the Company and Michael 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. The 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 December 31, 2023 and 2022, 615,000 and 435,000 restricted stock units may be settled in shares of common stock, respectively. During the years ended December 31, 2023 and 2022, the Company recognized $24,542 and $35,888 of stock-based compensation related to the agreement, respectively.Parties

~~Director~~As ~~Independence~~of December 31, 2023, the notes payable – related parties balance was $53,000, with accrued interest of $9,409. The promissory notes bear interest at 12% per annum and are payable on demand. During the year ended December 31, 2024, the Company entered into four unsecured promissory notes with GEM totaling $115,000. The promissory notes bear interest at 5% per annum and are payable on demand. As of December 31, 2024 and 2023, the notes payable – related parties balance was $168,000 and $53,000, with accrued interest of $20,558 and $9,409, respectively.

~~Our~~Unsecured ~~common~~advances ~~stock~~– isrelated not listed on a national securities exchange or inter-dealer quotation system. Under NASDAQ Rule 5605(a)(2) and Item 407(a) of Regulation S-K, a director is not considered to be independent if he or she is also an executive officer of the corporation. Our director is considered an executive officer under Rule 3b-7 of the Exchange Act. Therefore, our director is not independent.party

AsDuring athe ~~result~~year ofended ~~our~~December ~~limited~~31, ~~operating~~2024, ~~history~~a ~~and~~related ~~minimal~~party ~~resources,~~paid ~~we believe that we will have difficulty in attracting independent directors. In addition~~$49,030 weof ~~would~~expenses ~~likely~~on bethe ~~required to obtain directors~~Company’s ~~and~~behalf. ~~officers’~~As ~~insurance~~of ~~coverage~~December to31, ~~attract~~2024 and ~~retain~~2023, ~~independent~~the ~~directors.~~advances Werelated ~~believe~~party ~~that~~balance ~~the costs~~totaled ~~associated~~$70,905 ~~with~~and ~~maintaining~~$21,875, ~~such insurance is prohibitive at this time~~respectively.

~~ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES~~40

WeSeries ~~understand~~2020A ~~the~~8% ~~need~~Unsecured ~~for~~Convertible our principal accountants to maintain objectivity and independence in their audit of our financial statements. To minimize relationships that could appear to impair the objectivity of our principal accountants, our Board of Directors has restricted the non-audit services that our principal accountants may provide to us primarily to tax services and audit-related services. We are only to obtain non-audit services from our principal accountants when the services offered by our principal accountants are more effective or economical than services available from other service providers, and, to the extent possible, only after competitive bidding. These determinations are among the key practices adopted by the Board of Directors. Our Board has adopted policies and procedures for pre-approving work performed by our principal accountants.Notes

35In 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 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 $237,263 debt discount will be amortized over the term of the loan. 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. If a default notice is received the interest rate will be 12%. During the year ended December 31, 2024, $10,000 was reclassed from convertible notes related party to convertible notes third party. As of December 31, 2024 and 2023, the balance due to a related party under these notes is $50,000 and $60,000, with accrued interest of $18,597 and $17,238, respectively.

~~The~~3% ~~aggregate~~Secured ~~fees~~Convertible billed for the fiscal years 2023 and 2022 for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by our accountants in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:Note

	2023		2022
Audit fees – audit of annual financial statements and review of financial statements included in our quarterly reports, services normally provided by the accountant in connection with statutory and regulatory filings	$	58,000	$	57,000
Audit-related fees – related to the performance of audit or review of financial statements not reported under “audit fees”		–		–
Tax fees – tax compliance, tax advice and tax planning		–		–
All other fees – services provided by our principal accountants other than those identified above		–		–
Total fees	$	58,000	$	57,000

On July 1, 2020, the Company issued a $125,000 Secured Convertible Note to a related party as part of the purchase of Clearwater Mining Corporation. The convertible note is secured by common stock of the Company, matures on July 1, 2022 and will accrue interest at the rate of 3% per annum, payable yearly in arrears beginning July 1, 2021. The Note is convertible into shares of Common Stock at a conversion price of $0.50 during the life of the Note. The Company evaluated the conversion option and concluded a beneficial conversion feature was present at issuance. The Company recognized 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 December 31, 2024 and 2023, the balance due to a related party under this note was $125,000, with accrued interest of $16,880 and $13,130, respectively.

~~After~~Convertible ~~careful consideration, the Board of Directors has determined that payment of the audit fees is in conformance with the independent status of our principal independent accountants.~~Note

36On February 10, 2021, the Company entered into a debt agreement to borrow $200,000. The secured note has an original issuance discount of $16,000 along with $9,000 in legal and finder fees recorded as a discount, which will be amortized over the life of the note. The loan is secured by common stock of the Company, bears interest at a rate of 10% and has a six-month maturity. In August 2021, the note was extended six months and the interest rate was increased to 12%. The unpaid principal is convertible into shares of the Company’s common stock at the conversion price. The conversion price shall be the less of 90% of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period ending on date of conversion of this note. The Company issued the debt holder 266,667 common shares as a commitment fee. Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability of $95,715 was recorded as a discount on the convertible notes payable. On February 9, 2022, the Company extended the maturity to May 10, 2022. In consideration of the extension, the Company issued the debt holder 180,000 shares of common stock valued at $54,000. The incremental value of the debt modification of $54,000 will be recorded over the remaining life of the note ending May 10, 2022. On May 11, 2022, the Company agreed to a second amendment to extend the maturity of the AJB note to August 10, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.30 per share for a total value of $70,000. The incremental value of the debt modification of $70,000 will be recorded over the remaining life of the note ending August 10, 2022. On August 9, 2022, the Company agreed to a third amendment to extend the maturity of the AJB note to November 9, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.24 per share for a total value of $56,000. The incremental value of the debt modification of $56,000 will be recorded over the remaining life of the note ending November 9, 2022. Th AJB Convertible Note is due and payable in November 2023. In January 2023, the Note was extended to August 11, 2023 and is currently past due. In consideration for the extension, the principal amount of the note was increased by $10,000. The incremental value of the debt modification of $10,000 will be recorded as a debt discount and amortized over the remaining life of the note ending August 11, 2023. During the year ended December 31, 2023, the Company amortized $10,000 of debt discount. During the year ended December 31, 2023, the Company repaid $100,000 of principal on this note. On January 2, 2024, GEM, a related party, assumed the debt from AJB Capital Investments, LLC. For consideration for the assumption of debt, the Company issued 250,000 shares of common stock at $0.0768 per share for total of $19,200 to GEM, for the assumption of the AJB convertible note.

~~PART~~As IVof December 31, 2024, the total derivative liability on the above note was adjusted to a fair value of $47,158. 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 $0.085, volatility of 95.24%, expected term of 0.50 years, risk-free rate of 4.24% and a dividend yield of 0%.

~~ITEM~~As 15of ~~EXHIBITS~~December ~~AND~~31, ~~FINANCIAL~~2024, ~~STATEMENT~~the ~~SCHEDULES~~balance on the loan was $110,000, with accrued interest of $46,287.

	Ex. No.	Title
(1)	3.1	Certificate of Incorporation filed September 28, 2010
(1)	3.2	Bylaws
(4)	3.3	Amended and Restated Bylaws
(6)	3.4	Second Amended and Restated Bylaws
(1)	4.1	Specimen Common Stock Certificate
(1)	10.1	Cowles’ Option and Mining Lease
(1)	10.2	Mining Lease – Randall Claims
(1)	10.3	Assignment of Randall Mining Lease Agreement
(1)	10.4	Mining Lease – Secret Claims
(1)	10.5	Consulting Agreement
(2)	10.6	Promissory Note Dated August 23, 2011, in favor of John C. Power
(2)	10.7	Promissory Note Dated August 23, 2011, in favor of John D. Gibbs
(3)	10.8	First Amendment to Mining Lease – Secret Claims
(3)	10.9	Second Amendment to Mining Lease – Randall Claims
(5)	10.10	Promissory Note Dated February 28,2012, in favor of John D. Gibbs
(7)	10.11	Third Amendment to Mining Lease – Randall Claims
(8)	10.12	Option Agreement – Columbus Silver
(9)	10.13	Amendment No. 1 to Promissory Note in favor of John C. Power
(10)	10.14	Credit Agreement dated December 31, 2012 in favor of John D. Gibbs
(11)	10.15	Amendment No. 1 to Silver District Option Agreement
(12)	10.16	Allonge and Modification Agreement with John D. Gibbs
(13)	10.17	Promissory Note in favor of John Power
(14)	10.18	Silver District / Columbus Silver Purchase Agreement
(14)	10.19	Promissory Note in favor of Clifford Neuman
(15)	10.20	Second Allonge and Modification Agreement with John D. Gibbs
(16)	10.21	Employment Agreement – W. Pierce Carson
(17)	10.22	Employment Agreement – W. Pierce Carson (Magellan)
(18)	10.23	Agreement and Plan of Merger
(19)	10.24	Mining Option Agreement
(19)	10.25	Lock-Up/Voting Trust Agreement
(19)	10.26	Intuitive Pty, Ltd. Agreement
(19)	10.27	Mining Clip LLC Agreement
(19)	10.28	Promissory Note
(20)	10.29	Memorandum of Understanding
(7)	14.1	Code of Ethics
(21)	10.30	Consulting Agreement
(21)	10.31	Promissory Note in favor of W. Pierce Carson
(21)	10.32	Promissory Note in favor of John Power
(21)	10.33	Promissory Note in favor of John Gibbs
(22)	10.34	Promissory Note in favor of John Power
(22)	10.35	Stock Pledge Agreement
(23)	10.36	Amendment No. 1 to Memorandum of Understanding
(24)	10.37	Stock Purchase Agreement
(25)	10.38	Confirmation Letter
(26)	10.39	Amendment to Stock Purchase Agreement
(27)	10.40	Certificate of Amendment
(28)	10.41	Securities Purchase Agreement
(28)	10.42	Promissory Note
(29)	10.43	Securities Purchase Agreement
(29)	10.44	Promissory Note

37Consulting Agreement

	Ex. No.	Title
(30)	10.45	Interim Milling Agreement
(31)	10.46	Amendment No. 2 to Stock Purchase Agreement
(31)	10.47	Closing Escrow Agreement
(31)	10.48	Form of Secured Note
(31)	10.49	Form of Stock Pledge Agreement
(31)	10.5	Form of Security Agreement
(31)	10.51	Form of Collateral Agent Agreement
(32)	10.52	Termination Agreement
(33)	10.53	Combined financial statements of SDA Mill as of and for the periods ended November 30, 2017 and December 31, 2016
(33)	10.54	Magellan Gold Corporation Unaudited Pro Forma Condensed Combined Financial Information
(34)	10.55	Amendment No. 1 to EMA Financial Note
(35)	10.56	Amendment No. 1 to Auctus Fund Note
(36)	10.57	Agreement to Convert Debt
(37)	10.58	Restricted Stock Award Agreement
(38)	10.59	Convertible Promissory Note
(39)	10.6	Securities Purchase Agreement
(40)	10.61	Agreement for Exploration
(41)	10.62	Amendment to Agreement for Exploration
(42)	10.63	EMA Amendment
(43)	10.64	Auctus Amendment
(44)	10.65	Promissory Note
(45)	10.66	Securities Purchase Agreement
(46)	10.67	Amendment No. 1 Convertible Promissory Note
(47)	10.68	Letter Agreement
(48)	10.69	Form of 10% Convertible Promissory Note – Note Offering
(49)	10.7	Form of 36% Convertible Promissory Note – Bridge Note Offering
(50)	10.71	Restricted Stock Unit Agreement
(51)	10.72	Deferred Compensation and Equity Award Plan
(52)	10.73	Certificate of Designations – Series A Convertible Preferred Stock
(53)	10.74	Option to Purchase Agreement
(54)	10.75	Letter of Intent
(55)	10.76	Agreement to Accept Collateral in Full Satisfaction of Obligations
(56)	10.77	Share Purchase Agreement
(57)	10.78	Promissory Note
(58)	10.79	Stock Pledge Agreement
(59)	10.8	Security Agreement
(60)	10.81	Stock Purchase Agreement
(61)	10.82	Restricted Stock Unit Agreement
(62)	10.83	Restricted Stock Unit Agreement
(63)	10.84	Promissory Note
(64)	10.85	Securities Purchase Agreement
(65)	10.86	Agreement, dated as of December 29, 2023, by and between Magellan Gold Corporation and Gold Express Mines, Inc.
(66)	10.87	Purchase Agreement, dated January 7, 2024, by and between Magellan Gold Corporation and Gold Express Mines, Inc.
	31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(A) And 15d-14(A) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
	31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(A) And 15d-14(A) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
	32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
	32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
	101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*
	101.SCH	Inline XBRL Taxonomy Extension Schema Document**
	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document**
	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document**
	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document**
	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document**
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)**

On December 29, 2022, the Company entered into a two-year consulting agreement with Rock Creek Mining Company commencing on December 1, 2022, to provide consulting and advisory services. Michael Lavigne, the Company’s CEO, is an officer and a Director of Rock Creek Mining Company. The consulting agreement provides for compensation of $6,000 per month, payable on demand. During the years ended December 31, 2024 and 2023, the Company incurred consulting fees of $72,000.

38On January 4, 2024, we entered into a purchase agreement (the “Purchase Agreement”) with GEM, pursuant to which, among other things (i) the Company agreed to purchase certain mineral assets owned and controlled by GEM for a purchase price equal to 5,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”); and (ii) GEM agreed to assign to the Company a certain lease for mineral properties (the “Cuprum Lease”) for a purchase price of 500,000 shares of Common Stock (collectively, the “Transactions”).

(1)	Incorporated by reference as an Exhibit to Form S-1 as filed with the Commission on May 18, 2011.
(2)	Incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Commission on August 25, 2011.
(3)	Incorporated by reference as an Exhibit to Quarterly Report on Form 10-Q as filed with the Commission on November 14, 2011.
(4)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 7, 2012.
(5)	Incorporated by reference as an Exhibit to Current Report on Form 8-K/A-1 as filed with the Commission on March 29, 2012.
(6)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on March 30, 2012.
(7)	Incorporated by reference as an Exhibit to Annual Report on Form 10-K as filed with the Commission on March 30, 2012.
(8)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 30, 2012.
(9)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 4, 2013.
(10)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 4, 2013.
(11)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 23, 2013.
(12)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 2, 2014.
(13)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on April 29, 2014.
(14)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 2, 2014.
(15)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 3, 2015.
(16)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 11, 2015.
(17)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 2, 2016.
(18)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 27, 2016.
(19)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 27, 2016.
(20)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on March 7, 2017.
(21)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 20, 2017.
(22)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 21, 2017.
(23)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 1, 2017.
(24)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on September 12, 2017.
(25)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 11, 2017.
(26)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 18, 2017.
(27)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 30, 2017.
(28)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 6, 2017.
(29)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 7, 2017.
(30)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 8, 2017.
(31)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on December 6, 2017.
(32)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 10, 2018.
(33)	Incorporated by reference as an Exhibit to Current Report on Form 8-K/A as filed with the Commission on April 24, 2018.
(34)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 19, 2018.
(35)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 19, 2018.
(36)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 30, 2018.
(37)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 30, 2018.
(38)	Incorporated by reference as an Exhibit to Current Report on Form 8-K/A as filed with the Commission on August 1, 2018.
(39)	Incorporated by reference as an Exhibit to Current Report on Form 8-K/A as filed with the Commission on August 1, 2018.
(40)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 20, 2018.
(41)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 20, 2018.
(42)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 24, 2018.
(43)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 24, 2018.
(44)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 24, 2018.
(45)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 24, 2018.
(46)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on September 5, 2018.
(47)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on September 25, 2018.
(48)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 6, 2018.
(49)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 6, 2018.
(50)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 26, 2019.
(51)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 26, 2019.

The Purchase Agreement contains representations, warranties and covenants customary for a transaction of this size and nature.

39John Ryan, our CFO and a director, is the President, Chief Executive Officer and a director of GEM, and Howard Crosby, a director, is a director of GEM. GEM owns 44.9% of our common stock.

(52)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 7, 2019.
(53)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 18, 2019.
(54)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 15, 2020.
(55)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on May 7, 2020.
(56), (57), (58), (59)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 20, 2020.
(60), (61)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 30, 2020.
(62)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 12, 2020.
(63), (64)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on April 23, 2021.
(65)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 8, 2024.
(66)	Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 11, 2024.

Deferred Compensation

*Effective ~~Filed~~August ~~herewith~~1, 2020, the Company and Michael Lavigne, executed a Restricted Stock Unit Agreement pursuant to which the Company agreed to grant to Mr. **Lavigne, ~~Furnished~~in consideration of services to be rendered as President, ~~not~~CEO ~~filed~~and Director, restricted stock units consisting of 15,000 units for each month of service. The 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 December 31, 2024 and 2023, 795,000 and 615,000 restricted stock units may be settled in shares of common stock, respectively. During the years ended December 31, 2024 and 2023, the Company recognized $21,845and $24,542 of stock-based compensation related to the agreement, respectively.

40Director Independence

~~MAGELLAN~~Our ~~GOLD~~common ~~CORPORATION~~stock is not listed on a national securities exchange or inter-dealer quotation system. Under NASDAQ Rule 5605(a)(2) and Item 407(a) of Regulation S-K, a director is not considered to be independent if he or she is also an executive officer of the corporation. Our director is considered an executive officer under Rule 3b-7 of the Exchange Act. Therefore, our director is not independent.

~~FINANCIAL~~As ~~STATEMENTS~~a result of our limited operating history and minimal resources, we believe that we will have difficulty in attracting independent directors. In addition, we would likely be required to obtain directors’ and officers’ insurance coverage to attract and retain independent directors. We believe that the costs associated with maintaining such insurance is prohibitive at this time.

~~FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022~~42

~~MAGELLAN~~ITEM ~~GOLD~~14. ~~CORPORATION~~PRINCIPAL ACCOUNTING FEES AND SERVICES.

~~TABLE~~We OFunderstand ~~CONTENTS~~the need for our principal accountants to maintain objectivity and independence in their audit of our financial statements. To minimize relationships that could appear to impair the objectivity of our principal accountants, our Board of Directors has restricted the non-audit services that our principal accountants may provide to us primarily to tax services and audit-related services. We are only to obtain non-audit services from our principal accountants when the services offered by our principal accountants are more effective or economical than services available from other service providers, and, to the extent possible, only after competitive bidding. These determinations are among the key practices adopted by the Board of Directors. Our Board has adopted policies and procedures for pre-approving work performed by our principal accountants.

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 206)	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Shareholders’ Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

The aggregate fees billed for the fiscal years 2024 and 2023 for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by our accountants in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

F-1

	2024		2023
Audit fees – audit of annual financial statements and review of financial statements included in our quarterly reports, services normally provided by the accountant in connection with statutory and regulatory filings	$	58,710	$	58,000
Audit-related fees – related to the performance of audit or review of financial statements not reported under “audit fees”		–		–
Tax fees – tax compliance, tax advice and tax planning		–		–
All other fees – services provided by our principal accountants other than those identified above		–		–
Total fees	$	58,710	$	58,000

~~REPORT~~After OFcareful ~~INDEPENDENT~~consideration, ~~REGISTERED~~the ~~PUBLIC~~Board ~~ACCOUNTING~~of Directors ~~FIRM~~ has determined that payment of the audit fees is in conformance with the independent status of our principal independent accountants.

~~To the Shareholders and Board of Directors of~~43

~~Magellan~~PART ~~Gold Corporation~~IV

~~Opinion~~ITEM on15. ~~the~~EXHIBITS ~~Financial~~AND ~~Statements~~FINANCIAL STATEMENT SCHEDULES.

We have audited the accompanying consolidated balance sheets of Magellan Gold Corporation and its subsidiary (collectively, the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

	Ex. No.	Title
(1)	3.1	Certificate of Incorporation filed September 28, 2010
(1)	3.2	Bylaws
(4)	3.3	Amended and Restated Bylaws
(6)	3.4	Second Amended and Restated Bylaws
(1)	4.1	Specimen Common Stock Certificate
(1)	10.1	Cowles’ Option and Mining Lease
(1)	10.2	Mining Lease – Randall Claims
(1)	10.3	Assignment of Randall Mining Lease Agreement
(1)	10.4	Mining Lease – Secret Claims
(1)	10.5	Consulting Agreement
(2)	10.6	Promissory Note Dated August 23, 2011, in favor of John C. Power
(2)	10.7	Promissory Note Dated August 23, 2011, in favor of John D. Gibbs
(3)	10.8	First Amendment to Mining Lease – Secret Claims
(3)	10.9	Second Amendment to Mining Lease – Randall Claims
(5)	10.10	Promissory Note Dated February 28,2012, in favor of John D. Gibbs
(7)	10.11	Third Amendment to Mining Lease – Randall Claims
(8)	10.12	Option Agreement – Columbus Silver
(9)	10.13	Amendment No. 1 to Promissory Note in favor of John C. Power
(10)	10.14	Credit Agreement dated December 31, 2012 in favor of John D. Gibbs
(11)	10.15	Amendment No. 1 to Silver District Option Agreement
(12)	10.16	Allonge and Modification Agreement with John D. Gibbs
(13)	10.17	Promissory Note in favor of John Power
(14)	10.18	Silver District / Columbus Silver Purchase Agreement
(14)	10.19	Promissory Note in favor of Clifford Neuman
(15)	10.20	Second Allonge and Modification Agreement with John D. Gibbs
(16)	10.21	Employment Agreement – W. Pierce Carson
(17)	10.22	Employment Agreement – W. Pierce Carson (Magellan)
(18)	10.23	Agreement and Plan of Merger
(19)	10.24	Mining Option Agreement
(19)	10.25	Lock-Up/Voting Trust Agreement
(19)	10.26	Intuitive Pty, Ltd. Agreement
(19)	10.27	Mining Clip LLC Agreement
(19)	10.28	Promissory Note
(20)	10.29	Memorandum of Understanding
(7)	14.1	Code of Ethics
(21)	10.30	Consulting Agreement
(21)	10.31	Promissory Note in favor of W. Pierce Carson
(21)	10.32	Promissory Note in favor of John Power
(21)	10.33	Promissory Note in favor of John Gibbs
(22)	10.34	Promissory Note in favor of John Power
(22)	10.35	Stock Pledge Agreement
(23)	10.36	Amendment No. 1 to Memorandum of Understanding
(24)	10.37	Stock Purchase Agreement
(25)	10.38	Confirmation Letter
(26)	10.39	Amendment to Stock Purchase Agreement
(27)	10.40	Certificate of Amendment
(28)	10.41	Securities Purchase Agreement
(28)	10.42	Promissory Note
(29)	10.43	Securities Purchase Agreement
(29)	10.44	Promissory Note

~~Going Concern Matter~~44

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	Ex. No.	Title
(30)	10.45	Interim Milling Agreement
(31)	10.46	Amendment No. 2 to Stock Purchase Agreement
(31)	10.47	Closing Escrow Agreement
(31)	10.48	Form of Secured Note
(31)	10.49	Form of Stock Pledge Agreement
(31)	10.5	Form of Security Agreement
(31)	10.51	Form of Collateral Agent Agreement
(32)	10.52	Termination Agreement
(33)	10.53	Combined financial statements of SDA Mill as of and for the periods ended November 30, 2017 and December 31, 2016
(33)	10.54	Magellan Gold Corporation Unaudited Pro Forma Condensed Combined Financial Information
(34)	10.55	Amendment No. 1 to EMA Financial Note
(35)	10.56	Amendment No. 1 to Auctus Fund Note
(36)	10.57	Agreement to Convert Debt
(37)	10.58	Restricted Stock Award Agreement
(38)	10.59	Convertible Promissory Note
(39)	10.6	Securities Purchase Agreement
(40)	10.61	Agreement for Exploration
(41)	10.62	Amendment to Agreement for Exploration
(42)	10.63	EMA Amendment
(43)	10.64	Auctus Amendment
(44)	10.65	Promissory Note
(45)	10.66	Securities Purchase Agreement
(46)	10.67	Amendment No. 1 Convertible Promissory Note
(47)	10.68	Letter Agreement
(48)	10.69	Form of 10% Convertible Promissory Note – Note Offering
(49)	10.7	Form of 36% Convertible Promissory Note – Bridge Note Offering
(50)	10.71	Restricted Stock Unit Agreement
(51)	10.72	Deferred Compensation and Equity Award Plan
(52)	10.73	Certificate of Designations – Series A Convertible Preferred Stock
(53)	10.74	Option to Purchase Agreement
(54)	10.75	Letter of Intent
(55)	10.76	Agreement to Accept Collateral in Full Satisfaction of Obligations
(56)	10.77	Share Purchase Agreement
(57)	10.78	Promissory Note
(58)	10.79	Stock Pledge Agreement
(59)	10.8	Security Agreement
(60)	10.81	Stock Purchase Agreement
(61)	10.82	Restricted Stock Unit Agreement
(62)	10.83	Restricted Stock Unit Agreement
(63)	10.84	Promissory Note
(64)	10.85	Securities Purchase Agreement
(65)	10.86	Agreement, dated as of December 29, 2023, by and between Magellan Gold Corporation and Gold Express Mines, Inc.
(66)	10.87	Purchase Agreement, dated January 7, 2024, by and between Magellan Gold Corporation and Gold Express Mines, Inc.
	19	Insider Trading Policy and Procedures
	31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(A) And 15d-14(A) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
	31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(A) And 15d-14(A) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002
	32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
	32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002
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	101.SCH	Inline XBRL Taxonomy Extension Schema Document**
	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document**
	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document**
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	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document**
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)**

~~Basis for Opinion~~45

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

(1)			Incorporated by reference as an Exhibit to Form S-1 as filed with the Commission on May 18, 2011.
(2)			Incorporated by reference to the Registrant’s Current Report on Form 8-K, as filed with the Commission on August 25, 2011.
(3)			Incorporated by reference as an Exhibit to Quarterly Report on Form 10-Q as filed with the Commission on November 14, 2011.
(4)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 7, 2012.
(5)			Incorporated by reference as an Exhibit to Current Report on Form 8-K/A-1 as filed with the Commission on March 29, 2012.
(6)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on March 30, 2012.
(7)			Incorporated by reference as an Exhibit to Annual Report on Form 10-K as filed with the Commission on March 30, 2012.
(8)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 30, 2012.
(9)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 4, 2013.
(10)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 4, 2013.
(11)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 23, 2013.
(12)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 2, 2014.
(13)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on April 29, 2014.
(14)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 2, 2014.
(15)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on February 3, 2015.
(16)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 11, 2015.
(17)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 2, 2016.
(18)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 27, 2016.
(19)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 27, 2016.
(20)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on March 7, 2017.
(21)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 20, 2017.
(22)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 21, 2017.
(23)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 1, 2017.
(24)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on September 12, 2017.
(25)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 11, 2017.
(26)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 18, 2017.
(27)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 30, 2017.
(28)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 6, 2017.
(29)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 7, 2017.
(30)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 8, 2017.
(31)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on December 6, 2017.
(32)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 10, 2018.
(33)			Incorporated by reference as an Exhibit to Current Report on Form 8-K/A as filed with the Commission on April 24, 2018.
(34)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 19, 2018.
(35)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 19, 2018.
(36)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 30, 2018.
(37)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 30, 2018.
(38)			Incorporated by reference as an Exhibit to Current Report on Form 8-K/A as filed with the Commission on August 1, 2018.
(39)			Incorporated by reference as an Exhibit to Current Report on Form 8-K/A as filed with the Commission on August 1, 2018.
(40)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 20, 2018.
(41)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 20, 2018.
(42)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 24, 2018.
(43)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 24, 2018.
(44)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 24, 2018.
(45)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on August 24, 2018.
(46)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on September 5, 2018.
(47)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on September 25, 2018.
(48)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 6, 2018.
(49)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 6, 2018.
(50)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 26, 2019.
(51)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on June 26, 2019.
(52)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 7, 2019.
(53)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on October 18, 2019.
(54)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 15, 2020.
(55)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on May 7, 2020.
(56), (57), (58), (59)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 20, 2020.
(60), (61)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on July 30, 2020.
(62)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on November 12, 2020.
(63), (64)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on April 23, 2021.
(65)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 8, 2024.
(66)			Incorporated by reference as an Exhibit to Current Report on Form 8-K as filed with the Commission on January 11, 2024.

We* ~~conducted~~Filed ~~our audits in accordance with the standards of the PCAOB~~herewith. ~~Those~~** ~~standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement~~Furnished, ~~whether due to error or fraud. The Company is~~ not ~~required to have, nor were we engaged to perform, an audit of its internal control over financial reporting~~filed. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.46

~~Critical~~MAGELLAN ~~Audit~~COPPER ~~Matters~~& GOLD CORP.

~~The~~FINANCIAL critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.STATEMENTS

~~/s/~~FOR ~~MaloneBailey~~THE YEARS ENDED DECEMBER 31, ~~LLP~~2024 AND 2023

~~www~~MAGELLAN COPPER & GOLD CORP.~~malonebailey.com~~

WeTABLE ~~have~~OF ~~served as the Company's auditor since 2011.~~CONTENTS

Houston, Texas

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 206)	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations	F-4

Consolidated Statements of Shareholders’ Deficit	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7

~~April 17, 2024~~F-1

~~F-2~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Magellan~~To ~~Gold~~the ~~Corporation~~Shareholders and Board of Directors of

~~Consolidated~~Magellan ~~Balance~~Copper ~~Sheets~~& Gold Corp.

	December 31, 2023			December 31, 2022
ASSETS
Current assets
Cash	$	99		$	743
Prepaid expenses and other current assets		–			5,950
Total current assets		99			6,693
Mineral rights and properties		100,000			–
Development costs		–			194,274
Total assets	$	100,099		$	200,967
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	236,322		$	195,418
Accounts payable - related party		73,750			19,750
Accrued liabilities		214,089			206,468
Convertible note payable, net - related party		185,000			185,000
Convertible note payable, net		530,978			620,978
Accrued interest - related parties		39,778			24,868
Accrued interest		204,197			127,684
Advances payable - related party		21,875			21,190
Advances payable		39,338			18,223
Notes payable		100,000			78,000
Notes payable - related party		53,000			53,000
Derivative liability		86,443			148,165
Total current liabilities		1,784,770			1,698,744
Total liabilities		1,784,770			1,698,744
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; 19,577,072 and 12,772,786 shares issued and outstanding, respectively		19,577			12,773
Additional paid-in capital		19,289,530			18,019,192
Accumulated deficit		(20,993,778	)		(19,529,742	)
Shareholders’ deficit:		(1,684,671	)		(1,497,777	)
Total liabilities and shareholders’ deficit	$	100,099		$	200,967

Opinion on the Financial Statements

~~See~~We have audited the accompanying consolidated balance sheets of Magellan Copper & Gold Corp. (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, share holders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the ~~consolidated~~“financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~F-3~~Going Concern Matter

~~Magellan~~The ~~Gold~~accompanying ~~Corporation~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Consolidated~~Basis for ~~Statements of Operations~~Opinion

	Years Ended December 31,
	2023			2022
Operating expenses:
General and administrative expenses	$	230,062		$	242,883
Impairment expense		1,194,274			1,037,500
Total operating expenses		1,424,336			1,280,383
Operating loss		1,424,336			1,280,383
Other expense:
Interest expense		(101,422	)		(282,334	)
Gain on change in derivative liability		61,722			2,788
Total other expense		(39,700	)		(279,546	)
Net loss	$	(1,464,036	)	$	(1,559,929	)
Basic net loss per common share	$	(0.08	)	$	(0.13	)
Diluted net loss per common share	$	(0.08	)	$	(0.13	)
Basic weighted average		19,220,493			11,743,426
Diluted weighted average		19,220,493			11,743,426

~~See~~We ~~accompanying~~conducted ~~notes~~our toaudits in accordance with the ~~consolidated~~standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

~~F-4~~Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Magellan~~Critical ~~Gold~~Audit ~~Corporation~~Matters

~~Consolidated~~The ~~Statements~~critical audit matters are matters arising from the current period audit of ~~Shareholders’~~the ~~Deficit~~financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

~~For~~/s/ ~~the years ended December 31~~MaloneBailey, ~~2023 and 2022~~LLP

					Additional
	Common Stock				Paid-in		Accumulated
	Shares		Par Value		Capital		Deficit			Total
Balance, December 31, 2021		11,340,403	$	11,341	$	17,692,236	$	(17,969,813	)	$	(266,236	)
Shares issued for purchase of Clearwater Gold Mining Corp		250,000		250		37,250		–			37,500
Shares issued as deferred finance costs		646,668		646		179,354		–			180,000
Stock based compensation		535,715		536		110,352		–			110,888
Net loss		–		–		–		(1,559,929	)		(1,559,929	)
Balance, December 31, 2022		12,772,786		12,773		18,019,192		(19,529,742	)		(1,497,777	)
Shares issued for cash		1,804,286		1,804		250,796		–			252,600
Shares issued for the acquisition of mineral properties		5,000,000		5,000		995,000		–			1,000,000
Stock based compensation		–		–		24,542		–			24,542
Net loss		–		–		–		(1,464,036	)		(1,464,036	)
Balance, December 31, 2023		19,577,072	$	19,577	$	19,289,530	$	(20,993,778	)	$	(1,684,671	)

www.malonebailey.com

~~See~~We ~~accompanying~~have ~~notes~~served toas the ~~consolidated~~Company's ~~financial~~auditor since ~~statements~~2011.

~~F-5~~Houston, Texas

~~Magellan~~March ~~Gold~~31, ~~Corporation~~2025

~~Consolidated Statements of Cash Flows~~F-2

	Years Ended December 31,
	2023			2022
Operating activities:
Net loss	$	(1,464,036	)	$	(1,559,929	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment expense		1,194,274			1,037,500
Accretion of discounts on notes payable		10,000			201,815
Stock based compensation		24,542			110,888
Gain on change in derivative liability		(61,722	)		(2,788	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		5,950			4,141
Accounts payable and accrued liabilities		75,026			(11,050	)
Accounts payable - related party		54,000			7,250
Accrued interest		91,423			63,919
Net cash used in operating activities		(70,543	)		(148,254	)
Investing activities:
Cash paid for development costs		–			(769	)
Cash paid for mineral rights		(100,000	)		–
Net cash used in investing activities		(100,000	)		(769	)
Financing activities:
Proceeds from notes payable from third parties		22,000			78,000
Proceeds from notes payable from related parties		–			53,000
Repayment of advances from third parties		(4,701	)		–
Repayment of convertible debt		(100,000	)		–
Proceeds from sale of common stock		252,600			–
Net cash provided by financing activities		169,899			131,000
Net change in cash		(644	)		(18,023	)
Cash at beginning of period		743			18,766
Cash at end of period	$	99		$	743
Supplemental disclosure of cash flow information
Cash paid for interest	$	–		$	17,333
Cash paid for income taxes	$	–		$	–
Non-cash financing and investing activities:
Expenses paid on behalf of the Company	$	26,501		$	938
Shares issued for the acquisition of mineral properties	$	1,000,000		$	–
Conversion of Series A preferred stock and accrued dividend	$	–		$	180,000
Noncash consideration for purchase of Clearwater Gold Mining Corp	$	–		$	37,500

Magellan Copper & Gold Corp.

~~See~~Consolidated ~~accompanying~~Balance ~~notes to the consolidated financial statements~~ Sheets

F-6


	December 31, 2024			December 31, 2023
ASSETS
Current assets
Cash	$	896		$	99

Total current assets		896			99

Mineral rights and properties		100,000			100,000

Total assets	$	100,896		$	100,099

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	205,835		$	236,322
Accounts payable - related party		145,750			73,750
Accrued liabilities		214,089			214,089
Convertible note payable, net - related party		285,000			185,000
Convertible note payable, net		380,978			530,978
Accrued interest - related parties		102,322			39,778
Accrued interest		201,169			204,197
Advances payable - related party		70,905			21,875
Advances payable		93,573			39,338
Notes payable		68,000			100,000
Notes payable - related party		168,000			53,000
Derivative liability		47,158			86,443

Total current liabilities		1,982,779			1,784,770

Total liabilities		1,982,779			1,784,770

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; 26,157,635 and 19,577,072 shares issued and outstanding, respectively		26,158			19,577
Additional paid-in capital		19,855,547			19,289,530
Accumulated deficit		(21,763,588	)		(20,993,778	)
Shareholders' deficit:		(1,881,883	)		(1,684,671	)

Total liabilities and shareholders' deficit	$	100,896		$	100,099

~~MAGELLAN~~See ~~GOLD~~accompanying ~~CORPORATION~~notes to the consolidated financial statements

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~F-3

~~Note~~Magellan 1Copper –& ~~Organization,~~Gold ~~Basis of Presentation, and Nature of Operations~~Corp.

~~Organization~~Consolidated ~~and~~Statements ~~Nature~~ of Operations

Magellan Gold Corporation (“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.


	Years Ended December 31,
	2024			2023

Operating expenses:
General and administrative expenses	$	319,938		$	230,062
Impairment expense		422,565			1,194,274

Total operating expenses		742,503			1,424,336

Operating loss		(742,503	)		(1,424,336	)

Other income (expense):
Interest expense		(82,921	)		(101,422	)
Gain on conversion of debt		16,329			–
Gain on change in derivative liability		39,285			61,722

Total other income (expense)		(27,307	)		(39,700	)

Net loss	$	(769,810	)	$	(1,464,036	)


Basic net loss per common share	$	(0.03	)	$	(0.08	)
Diluted net loss per common share	$	(0.03	)	$	(0.08	)

Basic weighted average		25,516,872			19,220,493
Diluted weighted average		25,516,872			19,220,493

~~Our~~See ~~primary~~accompanying ~~focus~~notes is to ~~explore and develop mineral properties in~~ the ~~United~~consolidated ~~States.~~financial Effective March 31, 2020, we divested our subsidiary holding all our international assets and plan to advance our Center Star Gold Project and our Kris Project towards resource definition and eventual development, and possibly to acquire additional mineral rights and conduct additional exploration, development and permitting activities. Our mineral lease payments, mineral claim annual holding costs, permitting applications and exploration and development efforts will require additional capital. We rely upon the sale of our securities as well as advances and loans from executive management and significant shareholders to fund our operations as we have not generated any significant revenue.statements

~~Note 2 – Summary of Significant Accounting Policies~~F-4

~~Basis~~Magellan ofCopper ~~Presentation~~& Gold Corp.

OnConsolidated ~~July~~Statements 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. The Company will be evaluating the historic mine data to assess the potential to develop a gold resource at Center Star. The project area is located 45 miles from Grangeville, Idaho and near the town of ~~Elk~~Shareholders' ~~City, Idaho.~~Deficit

OnFor ~~August 25, 2020,~~ the ~~Company,~~years ~~formed~~ended aDecember ~~new wholly owned subsidiary~~31, M2024 ~~Gold~~and ~~Royalty (“M Gold”), to expand into the royalty business. This subdivision of the Company may be discontinued in the near future.~~2023

Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Clearwater, and M Gold. 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. GAAP”).


					Additional
	Common Stock				Paid - in		Accumulated
	Shares		Par Value		Capital		Deficit			Total

Balance, December 31, 2022		12,772,786	$	12,773	$	18,019,192	$	(19,529,742	)	$	(1,497,777	)
Shares issued for cash		1,804,286		1,804		250,796		–			252,600
Shares issued for the acquisition of mineral properties		5,000,000		5,000		995,000		–			1,000,000
Stock based compensation		–		–		24,542		–			24,542
Net loss		–		–		–		(1,464,036	)		(1,464,036	)
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
Shares issued for the conversion of debt and accrued interest		745,563		746		87,304		–			88,050
Stock based compensation		335,000		335		61,648		–			61,983
Net loss		–		–		–		(769,810	)		(769,810	)
Balance, December 31, 2024		26,157,635	$	26,158	$	19,855,547	$	(21,763,588	)	$	(1,881,883	)

~~Use~~See ofaccompanying ~~Estimates~~notes to the consolidated financial statements

The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the period presented.F-5

WeMagellan ~~make~~Copper ~~our~~& ~~estimate~~Gold ~~of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared~~Corp. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time they were made. Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.

~~Fair~~Consolidated ~~Value~~Statements of ~~Financial~~Cash ~~Instruments~~Flows

We value our financial assets and liabilities using fair value measurements. Our financial instruments primarily consist of cash, prepaid expenses, other current assets, accounts payable, accrued liabilities, amounts due to related parties and notes payable to related parties. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The carrying amount of cash, accounts payable, accrued liabilities, notes payable to related parties and other amounts due to related parties approximates fair value because of the short-term nature of these financial instruments.


	Years Ended December 31,
	2024			2024
Operating activities:
Net loss	$	(769,810	)	$	(1,464,036	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment expense		422,565			1,194,274
Accretion of discounts on notes payable		–			10,000
Stock based compensation		61,983			24,542
Gain on conversion of debt		(16,329	)		–
Gain on change in derivative liability		(39,285	)		(61,722	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		–			5,950
Accounts payable and accrued liabilities		43,278			75,026
Accounts payable - related party		72,000			54,000
Accrued interest		82,895			91,423

Net cash used in operating activities		(142,703	)		(70,543	)

Investing activities:
Cash paid for mineral rights		–			(100,000	)

Net cash used in investing activities		–			(100,000	)

Financing activities:
Proceeds from notes payable from related parties		115,000			–
Proceeds from notes payable from third parties		–			22,000
Repayment of notes payable from third parties		(1,000	)		–
Proceeds from advances from third parties		29,500			–
Repayment of advances from third parties		–			(4,701	)
Repayment of convertible debt		–			(100,000	)
Proceeds from sale of common stock		–			252,600

Net cash provided by financing activities		143,500			169,899

Net change in cash		797			(644	)
Cash at beginning of period		99			743

Cash at end of period	$	896		$	99

Supplemental disclosure of cash flow information
Cash paid for interest	$	–		$	–
Cash paid for income taxes	$	–		$	–

Non-cash financing and investing activities:
Expenses paid on behalf of the Company	$	73,765		$	26,501
Shares issued for the acquisition of mineral properties	$	422,565		$	1,000,000
Shares issued for the conversion of debt and accrued interest	$	104,379		$	–

~~F-7~~See accompanying notes to the unaudited consolidated financial statements

~~Concentrations of Credit Risk~~F-6

~~Our financial instruments which potentially subject us to credit risk~~MAGELLAN ~~are~~COPPER ~~our~~& ~~cash~~GOLD ~~and cash equivalents~~CORP. ~~We maintain our cash and cash equivalents at reputable financial institutions and currently we are not exposed to significant credit risk.~~

~~Cash~~NOTES ~~and~~TO ~~Cash~~CONSOLIDATED ~~Equivalents~~FINANCIAL STATEMENTS

WeNote ~~consider~~1 ~~all~~– ~~amounts~~Organization, onBasis ~~deposit~~of ~~with~~Presentation, ~~financial institutions~~ and ~~highly~~Nature ~~liquid investments with an original maturity~~ of ~~three months or less to be cash equivalents at the date of purchase.~~ Operations

~~Mineral~~Organization ~~Rights~~and Nature of Operations

WeMagellan ~~have~~Copper ~~determined~~& ~~that~~Gold ~~our~~Corp. ~~mineral rights meet~~(“we” ~~the definition of mineral rights~~“our”, ~~as defined by accounting standards~~“us”, ~~and~~the ~~are~~“Company” ~~tangible~~or ~~assets.~~“Magellan”) Aswas aincorporated ~~result,~~on ~~our direct costs to acquire~~September 28, 2010, orunder ~~lease~~the ~~mineral~~laws ~~rights~~of ~~are~~the ~~initially~~State ~~capitalized~~of ~~as tangible assets~~Nevada. ~~Mineral~~Our ~~rights~~principal ~~include~~business ~~costs~~is ~~associated~~the ~~with~~acquisition ~~leasing or acquiring patented~~ and ~~unpatented~~exploration ~~mining~~of ~~claims;~~mineral ~~leasing~~resources. ~~mining~~We ~~rights~~have ~~including~~not ~~lease~~presently determined ~~signature~~whether ~~bonuses,~~the ~~lease~~properties ~~rental~~to ~~payments~~which ~~and~~we ~~advance~~have ~~minimum royalty~~mining ~~payments;~~rights ~~and~~contain ~~options~~mineral toreserves ~~purchase~~that orare ~~lease~~economically ~~mineral properties~~recoverable.

IfOur weprimary ~~establish~~focus ~~proven~~is ~~and~~to ~~probable~~explore ~~reserves~~and ~~for a~~develop mineral properties ~~property~~in ~~and establish that~~ the ~~mineral~~United ~~property~~States. ~~can~~Effective beMarch ~~economically~~31, ~~developed~~2020, ~~mineral~~we ~~rights~~divested ~~will~~our besubsidiary ~~amortized~~holding ~~over~~all ~~the~~our ~~estimated useful~~international ~~life~~assets ofand ~~the~~plan ~~property~~to advance ~~following~~our ~~the~~Center ~~commencement~~Star ofGold ~~commercial~~Project ~~production~~and orour ~~expensed~~Kris ifProject ittowards isresource ~~determined~~definition ~~that~~and ~~the~~eventual ~~mineral~~development, ~~property has~~and nopossibly ~~future~~to ~~economic~~acquire additional ~~value~~mineral orrights ifand ~~the~~conduct ~~property~~additional isexploration, ~~sold~~development orand ~~abandoned~~permitting activities. ~~For~~Our mineral ~~rights~~lease inpayments, ~~which~~mineral claim ~~proven~~annual ~~and~~holding ~~probable~~costs, ~~reserves~~permitting ~~have~~applications ~~not yet~~and ~~been~~exploration ~~established,~~and wedevelopment ~~assess~~efforts ~~the~~will ~~carrying~~require ~~values~~additional ~~for~~capital. ~~impairment~~We atrely upon the ~~end~~sale of ~~each~~our ~~reporting~~securities ~~period~~as well as advances and ~~whenever~~loans ~~events~~from orexecutive ~~changes in~~management ~~circumstances~~and ~~indicate~~significant ~~that~~shareholders ~~the~~to ~~carrying~~fund ~~value~~our ~~may~~operations as we have not begenerated ~~recoverable~~any significant revenue.

~~The~~Note ~~net~~2 ~~carrying~~– ~~value~~Summary of ~~our~~Significant ~~mineral~~Accounting rights represents the fair value at the time the mineral rights were acquired less accumulated depletion and any abandonment or impairment losses. Proven and probable reserves have not been established for mineral rights as of December 31, 2023. During the years ended December 31, 2023 and 2022 the Company evaluated mineral rights and properties for impairment and recorded impairment expense of $1,194,274 and $1,037,500, respectively. Policies

~~Impairment~~Basis of ~~Long-lived Assets and Mining Rights~~Presentation

WeOn ~~continually~~July ~~monitor~~1, ~~events~~2020, ~~and~~the ~~changes~~Company inentered ~~circumstances that~~into ~~could~~a ~~indicate~~Stock Purchase ~~that~~Agreement ~~our~~to ~~carrying~~acquire ~~amounts~~Clearwater ofGold ~~long-lived~~Mining ~~assets,~~Corporation ~~including~~(“Clearwater”) ~~mineral~~which ~~rights,~~owns ~~may~~certain ~~not~~unpatented bemining ~~recoverable. When such events~~claims ~~or changes~~ in ~~circumstances~~Idaho ~~occur~~County, weIdaho. ~~assess~~The ~~the~~Company ~~recoverability~~will ofbe ~~long-lived~~evaluating ~~assets by determining whether~~ the ~~carrying~~historic ~~value~~mine ofdata ~~such assets~~to ~~will~~assess bethe ~~recovered~~potential ~~through~~to ~~their~~develop ~~undiscounted~~a ~~expected~~gold ~~future~~resource ~~cash~~at ~~flow~~Center Star. IfThe ~~the~~project ~~future~~area ~~undiscounted cash flow~~ is ~~less~~located ~~than~~45 ~~the~~miles ~~carrying amount~~from ~~of these assets~~Grangeville, weIdaho ~~recognize~~and annear ~~impairment loss based on~~ the ~~excess~~town of ~~the~~Elk ~~carrying~~City, ~~amount over the fair value of the assets~~Idaho.

~~Property~~On ~~and~~August ~~Equipment~~25, 2020, the Company, formed a new wholly owned subsidiary, M Gold Royalty (“M Gold”), to expand into the royalty business. This subdivision of the Company may be discontinued in the near future.

~~Property~~Our consolidated financial statements include our accounts and ~~equipment~~the ~~are~~accounts ~~recorded~~of atour ~~cost~~100% owned subsidiary, ~~less accumulated~~Clearwater, ~~depreciation~~and M Gold. ~~Property~~All intercompany transactions and ~~equipment~~balances ishave ~~amortized~~been eliminated. onOur aconsolidated ~~straight-line~~financial ~~basis~~statements ~~over~~have ~~its~~been ~~estimated~~prepared ~~life:~~in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

·Use ~~Office~~of ~~and Warehouse – 10 years~~Estimates

~~Notes~~The ~~Payable~~preparation –of ~~Related~~financial ~~Parties~~statements in conformity with U.S. GAAP requires us to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the period presented.

~~Notes~~We ~~payable~~make toour ~~related~~estimate ~~parties~~of ~~are~~the ~~classified~~ultimate outcome for asthese ~~current~~items ~~liabilities~~based ason ~~either~~historical trends and other information available when the ~~note~~financial ~~holders~~statements ~~can~~are ~~control~~prepared. Changes in estimates are recognized in accordance with the ~~repayment~~accounting ~~dates~~rules offor the ~~notes~~estimate, orwhich ~~maturity~~is ~~dates~~typically ~~are~~in ~~within~~the ~~one~~period ~~year~~when ofnew information becomes available. We believe that our significant estimates, assumptions and judgments are reasonable, based upon information available at the time ~~reported~~they ~~balance~~were ~~sheet~~made. ~~date~~Actual results could differ from these estimates, making it possible that a change in these estimates could occur in the near term.

F-87

~~Exploration~~Fair ~~Costs~~Value of Financial Instruments

~~Mineral~~We ~~exploration~~value ~~costs~~our ~~are~~financial ~~expensed~~assets asand ~~incurred.~~liabilities ~~When~~using itfair ~~has~~value ~~been~~measurements. ~~determined~~Our ~~that~~financial itinstruments isprimarily ~~economically~~consist ~~feasible~~of cash, prepaid expenses, other current assets, accounts payable, accrued liabilities, amounts due to ~~extract~~related ~~minerals~~parties and ~~the~~notes ~~permitting~~payable ~~process~~to ~~has~~related ~~been~~parties. ~~initiated,~~Fair ~~exploration~~value is based on the price that would ~~costs~~be ~~incurred~~received to ~~further~~sell ~~delineate~~an ~~and~~asset ~~develop~~or paid to transfer a liability in an orderly transaction between market participants at the ~~property~~measurement date. ~~are~~The ~~considered~~carrying ~~pre-commercial~~amount ~~production~~of ~~costs~~cash, ~~and~~accounts ~~will~~payable, beaccrued ~~capitalized~~liabilities, notes payable to related parties and other amounts due to related ~~included~~parties asapproximates ~~mine~~fair ~~development~~value ~~costs~~because inof ~~our~~the ~~balance~~short-term ~~sheets~~nature of these financial instruments.

~~Income~~Concentrations ~~Taxes~~of Credit Risk

WeOur ~~recognize~~financial ~~deferred~~instruments ~~tax~~which ~~assets~~potentially ~~and~~subject ~~liabilities for~~us ~~temporary~~to ~~differences~~credit ~~between~~risk are ~~the~~our ~~tax~~cash ~~basis of assets~~ and ~~liabilities~~cash ~~and~~equivalents. ~~the~~We ~~amounts~~maintain atour ~~which~~cash ~~they~~and ~~are~~cash ~~carried~~equivalents inat ~~the~~reputable financial ~~statements~~ institutions and ~~the~~currently ~~effect~~we ~~of net operating losses based upon the enacted tax rates in effect for the year in which the differences~~ are ~~expected to~~ ~~reverse.~~not Aexposed ~~valuation allowance is established when necessary~~ to ~~reduce~~significant ~~deferred~~credit ~~tax assets to the amount expected to be realized~~risk. ~~At December 31, 2023 and 2022, the Company had no uncertain tax positions.~~

~~Net~~Cash ~~Loss~~and ~~per~~Cash ~~Common Share~~Equivalents

We ~~compute~~consider ~~basic~~all ~~net~~amounts ~~loss~~on ~~per~~deposit ~~common~~with ~~share by~~financial ~~dividing~~institutions ~~our~~and ~~net~~highly ~~loss~~liquid ~~attributable~~investments towith ~~common~~an ~~shareholders~~original bymaturity ~~our weighted-average number~~ of ~~common~~three ~~shares~~months ~~outstanding~~or ~~during~~less ~~the~~to ~~period. Computation~~be ofcash ~~diluted~~equivalents ~~net~~at ~~loss per common share adds~~ the ~~weighted-average~~date ~~number~~ of ~~potential common shares outstanding to the weighted-average common shares outstanding, as calculated for basic net loss per share, except for instances in which there is a net loss~~purchase. For the year ended December 31, 2023, 72,000 stock options, 117,500 warrants, and 2,991,341 shares issuable from convertible notes were considered for their dilutive effects. For the year ended December 31, 2022, 72,000 stock options, 117,500 warrants, and 2,700,379 shares issuable from convertible notes were considered for their dilutive effects.

~~Stock-based~~Mineral ~~Compensation~~Rights

~~The~~We ~~Company~~have ~~determines~~determined ~~the~~that ~~fair~~our ~~value~~mineral ofrights ~~stock~~meet ~~option~~the ~~awards~~definition ~~granted~~of tomineral ~~employees~~rights, ~~and~~as ~~nonemployees~~defined inby ~~accordance~~accounting ~~with~~standards, ~~FASB~~and ~~ASC~~are ~~Topic~~tangible ~~718~~assets. –As ~~10.~~a ~~Compensation~~result, ~~cost~~our isdirect ~~measured~~costs atto acquire ~~the~~or ~~grant~~lease ~~date~~mineral ~~based~~rights onare ~~the~~initially ~~value~~capitalized ofas ~~the~~tangible ~~award~~assets. Mineral rights include costs associated with leasing or acquiring patented and isunpatented ~~recognized~~mining ~~over~~claims; ~~the~~leasing ~~service~~mining ~~period~~rights including lease signature bonuses, ~~which~~lease isrental ~~usually~~payments ~~the~~and ~~vesting~~advance ~~period~~minimum royalty payments; and options to purchase or lease mineral properties.

~~Derivative~~If ~~Financial~~we ~~Instruments~~establish proven and probable reserves for a mineral property and establish that the mineral property can be economically developed, mineral rights will be amortized over the estimated useful life of the property following the commencement of commercial production or expensed if it is determined that the mineral property has no future economic value or if the property is sold or abandoned. For mineral rights in which proven and probable reserves have not yet been established, we assess the carrying values for impairment at the end of each reporting period and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

~~Fair~~The ~~value~~net ~~accounting~~carrying ~~requires~~value ~~bifurcation~~ of ~~embedded~~ ~~derivative~~our ~~instruments~~mineral ~~such~~rights asrepresents the ~~conversion features in convertible debt or equity instruments and measurement of their~~ fair value ~~for~~ ~~accounting~~at ~~purposes. In assessing~~ the ~~convertible~~time ~~debt instruments, management determines if~~ the ~~convertible~~mineral ~~debt~~rights ~~host~~were ~~instrument is~~acquired ~~conventional~~less ~~convertible~~accumulated ~~debt~~depletion and ~~further~~any ifabandonment ~~there~~or isimpairment ~~a beneficial conversion feature requiring measurement~~losses. IfProven and ~~the~~probable ~~instrument~~reserves ishave not ~~considered~~ ~~conventional~~been ~~convertible~~established ~~debt~~for ~~under~~mineral ~~ASC~~rights ~~470,~~as ~~the Company will continue its evaluation process~~ of ~~these~~December ~~instruments~~31, ~~as derivative financial instruments under ASC 815~~2024. ~~The~~During ~~Company applies~~ the ~~guidance~~years inended ~~ASC~~December ~~815-40-35-12~~31, to2024 ~~determine~~and 2023 the ~~order~~Company inevaluated ~~which~~mineral ~~each~~rights ~~convertible instrument~~and ~~would~~properties ~~be evaluated~~ for ~~derivative~~impairment ~~classification.~~and ~~The~~recorded ~~Company’s~~impairment ~~sequencing~~expense ~~policy~~of is$422,565 toand ~~evaluate~~$1,194,274, ~~for reclassification contracts with the earliest maturity date first~~respectively.

~~Once~~Impairment ~~determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results~~ of ~~operations as~~Long-lived anAssets ~~adjustment~~and toMining ~~fair value of derivatives.~~Rights

~~Recent~~We ~~Accounting~~continually ~~Pronouncements~~monitor events and changes in circumstances that could indicate that our carrying amounts of long-lived assets, including mineral rights, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flow. If the future undiscounted cash flow is less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.F-8

~~F-9~~Property and Equipment

~~Liquidity~~Property and ~~Going~~equipment ~~Concern~~are recorded at cost, less accumulated depreciation. Property and equipment is amortized on a straight-line basis over its estimated life:

~~Our~~· ~~consolidated~~Office ~~financial statements have been prepared on a going concern basis, which assumes that we will be able to meet our obligations~~ and ~~continue~~Warehouse ~~our~~– ~~operations~~10 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 December 31, 2023, we had a working capital deficit of $1,784,671, we had not yet generated any significant revenues or achieved profitable operations and we have accumulated losses of $20,993,778. 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.years

WeNotes ~~anticipate~~Payable ~~that~~– ~~additional~~Related 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 than any future financings will occur. Parties

~~Note~~Notes 3payable –to ~~Mineral~~related ~~Rights~~parties ~~and~~are ~~Properties~~classified as current liabilities as either the note holders can control the repayment dates of the notes or maturity dates are within one year of the reported balance sheet date.

~~Center~~Exploration ~~Star Gold Mine~~Costs

OnMineral ~~July~~exploration 1,costs ~~2020,~~are ~~the~~expensed ~~Company~~as ~~entered into a Stock~~incurred. ~~Purchase~~When ~~Agreement~~it tohas ~~acquire~~been ~~Clearwater~~determined ~~Gold~~that ~~Mining~~it ~~Corporation~~is ~~(“Clearwater”)~~economically ~~which~~feasible ~~owns~~to ~~certain~~extract ~~unpatented~~minerals ~~mining~~and ~~claims in Idaho County, Idaho that include~~ the ~~historic~~permitting ~~Center~~process ~~Star~~has ~~Gold~~been ~~Mine (“Center Star”) near Elk City~~initiated, ~~Idaho. In conjunction~~exploration ~~with~~costs ~~the~~incurred ~~Clearwater acquisition, Gregory Schifrin, the sole shareholder of Clearwater, was appointed~~ to ~~serve~~further asdelineate aand ~~member~~develop of the ~~Company’s Board~~property onare ~~July~~considered 1,pre-commercial ~~2020.~~production ~~The~~costs ~~Company~~and ~~acquired~~will ~~100%~~be ofcapitalized ~~the issued~~ and included ~~outstanding~~as ~~shares~~mine ofdevelopment ~~Clearwater~~costs in ~~consideration~~our ofbalance ~~1,000,000 shares of Magellan common stock, a $125,000 convertible note and $25,000 in cash~~sheets.

~~The~~Income 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 as follows 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 December 31, 2023, the Company evaluated the development costs for impairment and recorded an impairment expense of $194,274. As of December 31, 2023 and 2022, the Company had $0 and $194,274 in capitalized development cost to develop gold resources at Center Star.Taxes

~~Asset~~We ~~Purchase~~recognize ~~Agreement~~deferred tax assets and liabilities for temporary differences between the tax basis of ~~January~~assets and liabilities and the amounts at which they are carried in the financial statements and the effect of net operating losses based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. At December 31, 2024 and 2023, the Company had no uncertain tax positions.

OnNet ~~January~~Loss 3,per ~~2023,~~Common the Company entered into an asset purchase agreement with Gold Express Mines, Inc (“Golden Express”). Pursuant to the agreement, the Seller sold the following 1) Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented mining claims 2) Seafoam District – located in Custer County, Idaho and consisting of five unpatented mining claims 3) Blacktail District – located in Lemhi County, Idaho and consisting of eight unpatented mining claims 4) Big-it Project- located in Shoshone County, Idaho consisting of twenty-five unpatented mining claims and a mineral lease over three unpatented mining claims and 94.86 acres of real property and 5) Terror Gulch (Capparelli Group) located in Shoshone County, Idaho consisting of twenty-six unpatented mining claims. As of March 31, 2023, the total purchase price for the acquisition was determined to be $1,000,000 which consisted of 5,000,000 shares of common stock with a fair value of $1,000,000. The Company concluded the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet.Share

InWe ~~August~~compute ~~2023,~~basic ~~the~~net ~~Company~~loss ~~reduced~~per ~~the~~common ~~number~~share by ofdividing ~~claims~~our atnet ~~the~~loss ~~Seafoam~~attributable ~~District~~ to ~~three~~common ~~claims,~~shareholders ~~reduced~~by ~~the~~our weighted-average number of ~~claims~~common atshares outstanding during the ~~Blacktail~~period. Computation ~~District~~of todiluted ~~five~~net ~~claims,~~loss ~~reduced~~per common share adds the weighted-average number of ~~claims~~potential atcommon shares outstanding to the ~~Big~~weighted-Itaverage common ~~Extension~~shares ~~claims~~outstanding, ~~from~~as ~~twenty-five~~calculated tofor ~~nine~~basic ~~claims~~net loss per share, ~~and~~except ~~reduced~~for ~~the~~instances ~~Golden~~in ~~Project~~which ~~claims~~there ~~from~~is ~~seventy-two to~~a ~~forty-one~~net ~~claims~~loss. ~~During~~For the year ended December 31, ~~2023~~2024, ~~the~~72,000 ~~Company~~stock ~~evaluated~~options, ~~the~~117,500 ~~mineral~~warrants, ~~rights~~ and ~~properties~~2,476,220 ~~for~~shares ~~impairment~~issuable ~~and recorded~~from anconvertible ~~impairment~~notes ~~expense~~were ofconsidered for ~~$1,000,000~~their dilutive effects. AsFor ofthe year ended December 31, 2023, ~~the~~72,000 ~~Gold~~stock ~~Express~~options, ~~mineral~~117,500 ~~rights~~warrants, and ~~properties~~2,991,341 ~~balance~~shares ~~totaled~~issuable $0from convertible notes were considered for their dilutive effects.

~~F-10~~Segments Reporting

~~Kris~~The ~~Project~~Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.

~~On June 6, 2023, the Company entered a memorandum of understanding for earn~~F-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 shall spend $400,000 on the Kris Project in allowable expenditures over the next thirty-six months, assuming permitting for the work is obtained. If permitting delays the exploration and other work programs, the earn-in period shall be extended accordingly. Allowable expenditures are sampling, drilling, assaying, geologic mapping, and mine site improvements made or performed directly on the existing mine site or expanded mine site. Consulting fees for work directly benefiting the Project are also allowed including management of work, preparation of reports, and planning for Future work. Claim maintenance fees on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are deemed to benefit the Kris Project, and which are approved by both parties beforehand. As part of the agreement, the Company shall 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 shall 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. These shall all be allowable expenses under the earn-in agreement. As of December 31, 2023, the $100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties on the balance sheet.9

~~Note~~ Stock-based ~~4 – Fair Value of Financial Instruments~~Compensation

~~Financial~~The ~~assets~~Company ~~and~~determines ~~liabilities~~the ~~recorded~~fair atvalue ~~fair~~of stock ~~value~~option inawards ~~our~~granted ~~consolidated~~to ~~balance~~employees ~~sheets~~and ~~are~~nonemployees ~~categorized~~in ~~based~~accordance ~~upon~~with aFASB ~~fair~~ASC ~~value~~Topic ~~hierarchy~~718 ~~established~~– by10. ~~GAAP,~~Compensation ~~which~~cost ~~prioritizes~~is ~~the~~measured at ~~inputs~~the ~~used~~grant todate ~~measure~~based ~~fair~~on the value ~~into~~of the ~~following~~award ~~levels:~~and is recognized over the service period, which is usually the vesting period.

~~Level 1~~Derivative –Financial ~~Quoted market prices in active markets for identical assets or liabilities at the measurement date.~~Instruments

~~Level 2~~Fair –value ~~Quoted~~accounting ~~prices~~requires ~~for~~bifurcation ~~similar~~of ~~assets~~embedded orderivative ~~liabilities~~instruments such as conversion features in ~~active~~convertible ~~markets;~~debt ~~quoted~~or ~~prices~~equity instruments and measurement of their fair value for ~~identical~~accounting orpurposes. ~~similar~~In ~~assets~~assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and ~~liabilities~~further inif ~~markets~~there ~~that~~is ~~are~~a beneficial conversion feature requiring measurement. If the instrument is not considered ~~active;~~conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative orfinancial ~~other~~instruments ~~inputs~~under ~~that~~ASC ~~are~~815. ~~observable~~The ~~and~~Company ~~can~~applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be ~~corroborated~~evaluated byfor ~~observable~~derivative ~~market~~classification. ~~data~~The Company’s sequencing policy is to evaluate for reclassification contracts with the earliest maturity date first.

~~Level 3~~Once –determined, ~~Inputs~~derivative ~~reflecting~~liabilities ~~management’s~~are adjusted ~~best~~to ~~estimates~~reflect ~~and~~fair ~~assumptions~~value ofat ~~what~~each ~~market~~reporting ~~participants~~period ~~would~~end, ~~use~~with inany ~~pricing~~increase ~~assets~~ or ~~liabilities~~decrease atin the ~~measurement~~fair ~~date.~~value ~~The~~being ~~inputs are~~recorded ~~unobservable~~ in ~~the~~results ~~market~~of ~~and~~operations as ~~significant~~an adjustment to ~~the~~fair ~~valuation~~value of ~~the instruments~~derivatives.

ARecent ~~financial~~Accounting ~~instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.~~Pronouncements

~~The~~In ~~carrying~~November ~~values~~2023, ~~for~~the ~~cash~~FASB ~~and~~issued ~~cash~~ASU ~~equivalents~~No. 2023-07, ~~accounts~~“Segment ~~payable,~~Reporting ~~advances~~(Topic ~~payable,~~280): ~~accrued~~Improvements ~~interest,~~to ~~accrued~~Reportable ~~liabilities~~Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and ~~notes~~information ~~payable~~used ~~approximate~~to ~~their~~assess ~~fair~~segment performance. ~~value~~The ~~due~~amendments do not change how segments are determined, aggregated, or how thresholds are applied to ~~their~~determine reportable ~~short~~segments. We adopted ASU No. 2023-~~term~~07 ~~maturities~~during the year ended December 31, 2024.

~~Fair~~The ~~Value~~Company ~~Measurements~~does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

~~The~~Liquidity ~~Company’s assets~~ and ~~liabilities~~Going ~~recorded at fair value have been categorized based upon a fair value hierarchy.~~Concern

~~The~~Our ~~following~~consolidated ~~table~~financial ~~presents~~statements ~~information~~have been ~~about~~prepared ~~the~~on ~~Company’s~~a ~~liabilities~~going ~~measured~~concern atbasis, ~~fair~~which ~~value~~assumes onthat awe ~~recurring~~will ~~basis~~be able to meet our obligations and continue our operations during the ~~Company’s~~next fiscal ~~estimated~~year. ~~level~~Asset ~~within~~realization ~~the~~values ~~fair~~may be significantly different from carrying values as shown in our consolidated financial statements ~~value~~and ~~hierarchy~~do ofnot ~~those~~give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to continue as ofa going concern. At December 31, ~~2023~~2024, we had a working capital deficit of $1,981,883, we had not yet generated any significant revenues or achieved profitable operations and ~~2022:~~we have accumulated losses of $21,763,588. 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.

Schedule of fair value of liabilities
	Level 1		Level 2		Level 3		Fair value at December 31, 2023
Liabilities:
Derivative liability	$	–	$	–	$	86,443	$	86,443

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 than any future financings will occur.

	Level 1		Level 2		Level 3		Fair value at December 31, 2022
Liabilities:
Derivative liability	$	–	$	–	$	148,165	$	148,165

F-10

~~There~~Note ~~were~~3 no– ~~transfers~~Mineral ~~between~~Rights ~~Level~~and ~~1, 2 or 3 during the period.~~Properties

~~F-11~~Center Star Gold Mine

~~The~~On ~~table~~July ~~below~~1, ~~presents~~2020, the ~~change~~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 ~~fair~~historic Center Star Gold Mine (“Center Star”) near Elk City, Idaho. In conjunction ~~value~~with the Clearwater acquisition, Gregory Schifrin, the sole shareholder of Clearwater, was appointed to serve as a member of the ~~derivative~~Company’s Board ~~liability~~on ~~during~~July 1, 2020. The Company acquired 100% of the ~~year~~issued ~~ended~~and ~~December~~outstanding 31shares of Clearwater in consideration of 1,000,000 ~~2021:~~shares of Magellan common stock, a $125,000 convertible note and $25,000 in cash.

Schedule of fair value of the derivative liability
Fair value as of December 31, 2021	$	150,953
Gain on change in fair value of derivatives		(2,788	)
Fair value as of December 31, 2022		148,165
Gain on change in fair value of derivatives		(61,722	)
Fair value as of December 31, 2023	$	86,443

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 as follows 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. As of December 31, 2023, the Clearwater mineral rights and properties balance totaled $0. During the year ended December 31, 2023, the Company evaluated the development costs for impairment and recorded an impairment expense of $194,274. As of December 31, 2023, the Company had $0 in capitalized development cost to develop gold resources at Center Star.

~~Note~~Asset 5Purchase –Agreement ~~Debt~~of January 2023

~~Unsecured~~On ~~advances~~January 3, 2023, the Company entered into an asset purchase agreement with Gold Express Mines, Inc (“Golden Express”). Pursuant to the agreement, the Seller sold the following 1) Golden, Idaho Project located in Idaho County, Idaho and consisting of seventy-two unpatented mining claims 2) Seafoam District – located in Custer County, Idaho and consisting of five unpatented mining claims 3) Blacktail District – located in Lemhi County, Idaho and consisting of eight unpatented mining claims 4) Big-it Project- located in Shoshone County, Idaho consisting of twenty-five unpatented mining claims and a mineral lease over three unpatented mining claims and 94.86 acres of real property and 5) Terror Gulch (Capparelli Group) located in Shoshone County, Idaho consisting of twenty-six unpatented mining claims. As of March 31, 2023, the total purchase price for the acquisition was determined to be $1,000,000 which consisted of 5,000,000 shares of common stock with a fair value of $1,000,000. The Company concluded the transaction qualified as an asset acquisition and all such acquisition costs have been capitalized. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as mineral rights and properties on the balance sheet.

In August 2023, the Company reduced the number of claims at the Seafoam District to three claims, reduced the number of claims at the Blacktail District to five claims, reduced the number of claims at the Big-It Extension claims from twenty-five to nine claims, and reduced the Golden Project claims from seventy-two to forty-one claims. During the year ended December 31, 2023, the Company ~~received~~evaluated ~~non-cash~~the ~~advances~~mineral ofrights ~~$25,816~~and properties for impairment and recorded ~~repaid~~an impairment expense of $41,~~701~~000,000. As of December 31, 2023 ~~and December 31~~, ~~2022,~~ the ~~advances~~Gold ~~balance totaled~~Express ~~$39,338~~mineral rights and ~~$18,223,~~properties ~~respectively~~balance totaled $0.

~~Notes payable.~~ F-11

~~During~~Kris the year ended December 31, 2022, the Company entered unsecured promissory notes totaling $78,000. During the year ended December 31, 2023, the Company entered an unsecured promissory note totaling $22,000. The promissory notes bear interest at 12% per annum and are payable on demand. As of December 31, 2023 and 2022, the notes payable balance was $100,000 and $78,000, with accrued interest of $17,301 and $6,130, respectively.Project

~~Series~~On ~~2019A~~June 106, 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% ~~Unsecured~~working ~~Convertible~~interest ~~Notes~~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 shall spend $400,000 on the Kris Project in allowable expenditures over the next thirty-six months, assuming permitting for the work is obtained. If permitting delays the exploration and other work programs, the earn-in period shall be extended accordingly. Allowable expenditures are sampling, drilling, assaying, geologic mapping, and mine site improvements made or performed directly on the existing mine site or expanded mine site. Consulting fees for work directly benefiting the Project are also allowed including management of work, preparation of reports, and planning for Future work. Claim maintenance fees on the existing claims are also allowable expenditures, as are the costs of future land acquisitions which are deemed to benefit the Kris Project, and which are approved by both parties beforehand. As part of the agreement, the Company shall 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 shall 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. These shall all be allowable expenses under the earn-in agreement. As of December 31, 2024 and 2023, the $100,000 deposit paid to Golden Express for the MOU was reclassed to mineral rights and properties on the balance sheet.

InBlue ~~2019,~~Jacket the Company sold $135,000 of Series 2019A 10% Unsecured Convertible Notes. The purchase price of the Note is equal to the principal amount of the Note. The Series 2019A Notes are convertible into shares of Common Stock at a conversion price of $1.00 during the life of the Note. The lenders were issued 100,000 common stock warrants with an exercise price of $2.00 per share. The Company evaluated the conversion option and ~~concluded~~Cuprum a beneficial conversion feature was present at issuance. The Company recognized the beneficial conversion feature and relative fair value of the warrants as a debt discount and additional paid in capital in August and December 2019. The $135,000 debt discount is amortized over the term of the loan. The Notes will accrue interest at the rate of 10% per annum, payable quarterly in arrears. The Notes mature twelve (12) months from the date of issue. The maturity date can be extended at the option of the Company for an additional one (1) year. There are two Series 2019A 10% Unsecured Convertible Notes that were due and payable in August 2020 and are currently past due and in default. The default interest rate on the notes is 12%. As of December 31, 2023 and 2022, the balance due under these notes is $75,000, with accrued interest of $35,481 and $26,481, respectively.Project

On ~~October~~January 14, ~~2019~~2024, the Company ~~sold~~entered into a purchase ~~10%~~agreement ~~Unsecured Convertible~~with ~~Note~~GEM, ~~for~~pursuant ~~$145~~to which,~~978~~ ~~due~~among onother ~~demand~~things (i) the Company agreed to ~~settle~~purchase ~~accounts~~certain ~~payable.~~mineral ~~The~~assets owned and controlled by GEM for a purchase price equal to 5,500,000 shares of the ~~10%~~Company’s ~~Unsecured~~common ~~Convertible~~stock, ~~Note~~par isvalue ~~equal~~$0.001 per share; and (ii) GEM agreed to assign to the ~~principal~~Company ~~amount~~a ofcertain ~~the~~lease ~~Note.~~for ~~The~~mineral ~~10%~~properties ~~Unsecured~~for ~~Convertible~~a ~~Note~~purchase isprice ~~convertible~~of ~~into~~500,000 shares of ~~Common~~common ~~Stock~~stock. As atof aDecember ~~conversion~~31, 2024, 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 $1422,565.00 ~~during~~As of the ~~life~~date of ~~the~~this ~~Note.~~filing, ~~The~~the Company ~~evaluated~~and GEM have not completed the ~~conversion~~assignment ~~option~~of leases and ~~concluded~~the a500,000 ~~beneficial~~shares ~~conversion~~related ~~feature~~to ~~was~~assignment ~~present at~~have ~~issuance~~not been issued. The Company ~~recognized~~concluded the ~~beneficial~~transaction ~~conversion~~qualified ~~feature~~ as aan ~~debt~~asset acquisition ~~discount~~ and ~~additional~~all ~~paid~~such inacquisition ~~capital~~costs inhave ~~October~~been ~~2019~~capitalized. The ~~debt~~Company ~~discount~~concluded ~~will~~the bepurchase ~~amortized~~of ~~over~~a ~~the~~single ~~term~~set of ~~the~~assets ~~loan.~~qualified as ~~The~~an ~~10%~~asset ~~Unsecured~~acquisition ~~Convertible~~and ~~Note~~all ~~will~~such ~~accrue~~acquisition ~~interest~~costs athave ~~the~~been ~~rate~~capitalized ~~of 10%~~as ~~per~~mineral ~~annum~~rights ~~payable~~and ~~quarterly,~~properties ~~accruing~~on ~~from~~ the ~~date~~balance ~~of issuance~~sheet. AsDuring the ofyear ended December 31, ~~2023~~2024, ~~and~~the ~~2022,~~Company evaluated the ~~balance~~GEM ~~due~~mineral ~~under~~rights ~~this~~and ~~note is~~properties ~~$145,978,~~for ~~with~~impairment ~~accrued~~and ~~interest~~recorded an impairment expense of $62422,~~031~~565. ~~and~~As ~~$47~~of December 31,~~433~~ 2024, ~~respectively~~the GEM mineral rights and properties balance totaled $0.

~~Series~~Note ~~2020A~~4 8%– ~~Unsecured~~Fair ~~Convertible~~Value ~~Notes~~of Financial Instruments

InFinancial ~~2020,~~assets 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 5 years. Two related parties purchased $60,000 of the 2020A notes. The Company evaluated the conversion option and ~~concluded~~liabilities arecorded ~~beneficial conversion feature was present~~ at ~~issuance. The Company recognized the beneficial conversion feature as a debt discount and additional paid in capital as~~fair ofvalue ~~December 31, 2020. The $237,263 debt discount will be amortized over the term of the loan. The Notes will accrue interest at the rate of 8% per annum, payable quarterly~~ in ~~arrears.~~our Inconsolidated ~~July~~balance ~~2020,~~sheets $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~~categorized ~~past~~based ~~due.~~upon If a ~~default~~fair ~~notice~~value ishierarchy ~~received~~established ~~the~~by ~~interest rate will be 12%. As of December 31~~GAAP, ~~2023~~which ~~and~~prioritizes ~~2022,~~ the inputs ~~balance~~used ~~due~~ to ameasure ~~third~~fair ~~party~~value ~~under~~into ~~these~~the ~~notes~~following ~~is $200,000, with accrued interest of $56,297 and $40,297, respectively.~~ levels:

~~F-12~~Level 1 – Quoted market prices in active markets for identical assets or liabilities at the measurement date.

~~Convertible~~Level 2 ~~Note~~– Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

OnLevel 3 ~~February~~– ~~10,~~Inputs ~~2021,~~reflecting the Company entered into a debt agreement to borrow $200,000. The secured note has an original issuance discount of $16,000 along with $9,000 in legal and finder fees recorded as a discount, which will be amortized over the life of the note. The loan is secured by common stock of the Company, bears interest at a rate of 10% and has a six-month maturity. In August 2021, the note was extended six months and the interest rate was increased to 12%. The unpaid principal is convertible into shares of the Companymanagement’s ~~common stock at the conversion price. The conversion price~~ ~~shall~~best beestimates ~~the~~and ~~less~~assumptions of ~~90%~~what ofmarket ~~the~~participants ~~lowest~~would ~~trading~~use ~~price~~in ~~during~~pricing ~~the~~assets ~~previous twenty (20) trading day period ending on the issuance date,~~ or ~~during~~ ~~the~~liabilities previous twenty (20) trading day period ending on date of conversion of this note. The Company issued the debt holder 266,667 common shares as a commitment fee. Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability. The day one derivative liability of $95,715 was recorded as a discount on the convertible notes payable. On February 9, 2022, the Company extended the maturity to May 10, 2022. In consideration of the extension, the Company issued the debt holder 180,000 shares of common stock valued at ~~$54,000. The incremental value of~~ the ~~debt~~measurement ~~modification of $54,000 will be recorded over the remaining life of the note ending May 10, 2022~~date. On May 11, 2022, the Company agreed to a second amendment to extend the maturity of the AJB note to August 10, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.30 per share for a total value of $70,000. The ~~incremental value of the debt modification of $70,000 will be recorded over the remaining~~inputs ~~life~~are ofunobservable ~~the~~in ~~note ending August 10, 2022. On August 9, 2022,~~ the ~~Company~~market agreed to a third amendment to extend the maturity of the AJB note to November 9, 2022. In consideration for the extension, the Company issued 233,334 shares of common stock at a price of $0.24 per share for a total value of $56,000. The incremental value of the debt modification of $56,000 will be recorded over the remaining life of the note ending November 9, 2022. Th AJB Convertible Note is due and ~~payable~~significant ~~in November 2023. In January 2023, the Note was extended~~ to ~~August 11, 2023 and is currently past due. In consideration for~~ the ~~extension,~~valuation ~~the principal amount~~ of the ~~note was increased by $10,000~~instruments. The incremental value of the debt modification of $10,000 will be recorded as a debt discount and amortized over the remaining life of the note ending August 11, 2023. During the year ended December 31, 2023, the Company amortized $10,000 of debt discount. During the year ended December 31, 2023, the Company repaid $100,000 of principal on this note.

AsA offinancial ~~December~~instrument’s ~~31, 2023, the total derivative~~categorization ~~liability~~within on the ~~above~~valuation ~~note~~hierarchy ~~was~~is ~~adjusted~~based toupon ~~a fair value of $86,443. During~~ the ~~year~~lowest ~~ended~~level ~~December 31, 2023, the Company recognized an additional $10,000~~ of ~~debt~~input ~~discount~~that ~~and~~is asignificant ~~day one loss of $2,136 related~~ to the ~~$10,000 increase in principal amount of the AJB. The debt discount will be amortized over the remaining life of the note ending August 11, 2023. The~~ fair value ~~of the conversion option was estimated using the Black-Scholes option pricing model and the following range of assumptions during the period: fair value of stock $0~~measurement.~~06 - $0.20, volatility of 237.73% -261.18% based on a comparable company peer group, expected term of 0.50 years, risk-free rate of 4.76% - 5.47% and a dividend yield of 0%.~~

AsThe ofcarrying ~~December~~values ~~31,~~for ~~2023~~cash and ~~2022,~~cash ~~the balance~~equivalents, onaccounts ~~the~~payable, ~~loan~~advances ~~was $110~~payable,~~000~~ ~~and~~accrued ~~$200~~interest,~~000,~~ ~~net~~accrued ofliabilities, ~~discount~~and ofnotes ~~$0,~~payable ~~with~~approximate ~~accrued~~their ~~interest~~fair ofvalue ~~$33,087~~due ~~and~~to ~~$7,400,~~their short-term ~~respectively~~maturities.

~~Note 6 – Stockholders’ Deficit~~F-12

~~Common~~Fair ~~Stock~~Value Measurements

~~2023~~The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy.

OnThe ~~January~~following ~~12,~~table ~~2023,~~presents information about the Company’s ~~entered~~liabilities ~~into a~~measured ~~subscription~~at ~~agreement~~fair ~~with~~value on a ~~related~~recurring ~~party~~basis toand ~~issue~~the ~~714,286~~Company’s ~~shares~~estimated oflevel ~~common~~within ~~stock~~the atfair ~~$0.14~~value hierarchy ~~per~~of ~~share~~those ~~for~~assets ~~total~~and ~~cash~~liabilities ~~proceeds~~as of ~~$100~~December 31,~~000.~~ 2024 and 2023:

On March 24, 2023, the Company entered into a subscription agreement with Gold Express Mines, Inc. to issue 1,000,000 shares of common stock at $0.14 for total cash proceeds of $140,000.

Level 1

Level 2

Level 3

Fair value at
December 31, 2024

Liabilities:

Derivative liability

–

Filing Compare · MAGELLAN COPPER & GOLD Corp