Table of Contents



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, 2022



☐    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 GOLD CORPORATION
(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
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 ☒



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 6,288,688 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 on June 30, 2022 was $782,942.



The number of shares outstanding of the registrant’s common
stock, as of July 17, 2023 is 19,487,072.



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                                                                                   | 11      
|Item 1B.                   | Unresolved Staff Comments                                                                      | 23      
|Item 2                     | Properties                                                                                     | 23      
|Item 3.                    | Legal Proceedings                                                                              | 23      
|                           |                                                                                                |         
|PART II                    |                                                                                                |         
|Item 5.                    | Market for the Registrant’s Common Equity and Related Stockholder Matters                      | 24      
|Item 6.                    | Selected Financial Data                                                                        | 26      
|Item 7.                    | Management’s Discussion and Analysis of Financial Condition and Results of Operations          | 26      
|Item 8.                    | Financial Statements and Supplementary Data                                                    | 29      
|Item 9.                    | Changes in and Disagreements on Accounting and Financial Disclosure                            | 29      
|Item 9A.                   | Controls and Procedures                                                                        | 29      
|Item 9B.                   | Other Information                                                                              | 31      
|                           |                                                                                                |         
|PART III                   |                                                                                                |         
|Item 10.                   | Directors, Executive Officers and Corporate Governance                                         | 32      
|Item 11.                   | Executive Compensation                                                                         | 35      
|Item 12.                   | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 37      
|Item 13.                   | Certain Relationships and Related Transactions, and Director Independence                      | 38      
|Item 14.                   | Principal Accounting Fees and Services                                                         | 40      
|                           |                                                                                                |         
|PART IV                    |                                                                                                |         
|Item 15.                   | Exhibits and Financial Statement Schedules                                                     | 41      
|                           |                                                                                                |         
|                           | Signatures                                                                                     | 44      















i







Forward-looking Statements



In General



This report contains statements that plan for
or anticipate the future. In this report, forward-looking statements are generally identified by the words "anticipate," "plan,"
"believe," "expect," "estimate," and the like.



With respect to our mineral exploration business,
these forward-looking statements include, but are not limited to, statements regarding the following:



| | * | the risk factors set forth below under “Risk Factors”;                                                                                                
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                       
| | * | 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;                                                                                          
| |   |                                                                                                                                                       
| | * | the worldwide economic downturn 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 below under “Risk Factors”;                
| | - | ----------------------------------------------------------------------
| |   |                                                                       
| | * | changes in the market prices of precious minerals, including gold; and
| |   |                                                                       
| | * | uncertainties inherent in the estimation of ore reserves.             



In addition to the foregoing, the ongoing COVID-19
pandemic poses significant risks and uncertainties in numerous areas, including the availability of labor and materials to explore our
mineral interests, risks impacting the cost and availability of insurance and the markets for precious metals. We cannot predict with
any certainty the nature and extent of the impact that the pandemic will have on our business plan and operations.



Readers are cautioned not to put undue reliance
on forward-looking statements. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a
result of new information, future events or otherwise.



In light of the significant uncertainties inherent
in the forward-looking statements made in this Report, the inclusion of this information should not be regarded as a representation by
us or any other person that our objectives and plans will be achieved.







ii









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 resources in Idaho initially, and elsewhere in the future. We have not presently determined whether the property
to which we have mining rights contain mineral deposits that are economically recoverable.



The Company's head office is located at 602 Cedar
Street, Suite 205, Wallace, Idaho 83873.



Center Star Mine Project



Background



Effective July 1, 2020, Magellan 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 near Elk City, Idaho. The Center Star Mine hosts high grade
gold mineralization that was discovered in the early 1900’s. There was periodic historic production and development work done under
different ownership through the 1980s. With the high-grade gold mineralization present, Magellan 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 City, Idaho.



In consideration for 100% of
the issued and outstanding shares of Clearwater, Magellan has agreed to pay its sole shareholder 1,000,000 shares of Magellan common stock
and $150,000 in cash. Of the 1,000,000 shares, 750,000 shares have been issued and 250,000 shares will be issued two years from the closing
concurrent with the pay-off of the secured promissory note. The cash consideration of $25,000 was paid and the balance of $125,000 is
evidenced by a secured promissory note due in two years. The Note is secured by the Clearwater shares and assets. 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, 2022 and 2021, the mineral rights and properties balance totaled $0 and $1,000,000, respectively.





Based upon our research, gold mineralization at
Center Star Mine is hosted in multiple parallel quartz veins in a banded gneiss. Like many of the historic mines in the Elk City area
the gold is present in steeply dipping quartz veins. The gold at the Center Star Mine occurs in high grade veins that trend north-easterly
and dip steeply to the southeast. These veins are present in a 75’ to 100’ wide sheer zone hosting quartz veins and breccia.
It is believed the gold bearing veins vary from inches to 20 feet in width and contain gold from .35 ounce per ton gold to multi ounce
per ton gold based on historic mine data. The property was historically developed by various owners and has had some production history
of gold and silver production. The Center Star Mine has not had any exploration or development work conducted in the last 35 years.









1









The BLM Mining Claims



The following table contains a description of
our BLM unpatented mining claims which comprise the Center Star Mine;



|Center Star Unpatented Mining Claims
|------------------------------------
|Claim Name                          
|DORE 3                              
|DORE 4                              
|DORE 5                              
|DORE 6                              
|DORE 7                              
|DORE 8                              
|DORE 9                              
|DORE 10                             
|DORE 13                             
|DORE 14                             
|DORE 15                             
|DORE 16                             
|DORE 17                             
|DORE 18                             
|DORE 19                             
|DORE 20                             
|DORE 21                             
|DORE 22                             
|DORE 23                             
|DORE 24                             
|DORE 25                             
|DORE 26                             
|DORE 27                             
|DORE 28                             
|DORE 29                             
|DORE 30                             
|DORE 31                             
|DORE 32                             
|DORE 33                             
|DORE 34                             
|DORE 35                             









2







The following topographical map shows the location
of the BLM claims:

Map

Description automatically generated









3







Unpatented Mining Claims: The Mining Law of
1872



Except for the Langtry Property, our mineral rights
consist of leases covering "unpatented" mining claims created and maintained in accordance with the U.S. General Mining Law
of 1872, or the “General Mining Law.” Unpatented mining claims are unique U.S. property interests, and are generally considered
to be subject to greater title risk than other real property interests because the validity of unpatented mining claims is often uncertain.
The validity of an unpatented mining claim, in terms of both its location and its maintenance, is dependent on strict compliance with
a complex body of federal and state statutory and decisional law that supplement the General Mining Law. Also, unpatented mining claims
and related rights, including rights to use the surface, are subject to possible challenges by third parties or contests by the federal
government. In addition, there are few public records that definitively control the issues of validity and ownership of unpatented mining
claims. We have not filed a patent application for any of our unpatented mining claims that are located on federal public lands in the
United States and, under possible future legislation to change the General Mining Law, patents may be difficult to obtain.



Location of mining claims under the General Mining
Law, is a self-initiation system under which a person physically stakes an unpatented mining claim on public land that is open to location,
posts a location notice and monuments the boundaries of the claim in compliance with federal laws and regulations and with state location
laws, and files notice of that location in the county records and with the BLM. Mining claims can be located on land as to which the surface
was patented into private ownership under the Stockraising Homestead Act of 1916, 43 U.S.C. §299, but the mining claimant cannot
injure, damage or destroy the surface owner's permanent improvements and must pay for damage to crops caused by prospecting. Discovery
of a valuable mineral deposit, as defined under federal law, is essential to the validity of an unpatented mining claim and is required
on each mining claim individually. The location is made as a lode claim for mineral deposits found as veins or rock in place, or as a
placer claim for other deposits. While the maximum size and shape of lode claims and placer claims are established by statute, there are
no limits on the number of claims one person may locate or own. The General Mining Law also contains provision for acquiring five-acre
claims of non-mineral land for millsite purposes. A mining operation typically is comprised of many mining claims.



The holder of a valid unpatented mining claim
has possessory title to the land covered thereby, which gives the claimant exclusive possession of the surface for mining purposes and
the right to mine and remove minerals from the claim. Legal title to land encompassed by an unpatented mining claim remains in the United
States, and the government can contest the validity of a mining claim. The General Mining Law requires the performance of annual assessment
work for each claim, and subsequent to enactment of the Federal Land Policy and Management Act of 1976, 43 U.S.C. §1201 et seq.,
mining claims are invalidated if evidence of assessment work is not timely filed with BLM. However, in 1993 Congress enacted a provision
requiring payment of $140 per year claim maintenance fee in lieu of performing assessment work, subject to an exception for small miners
having less than 10 claims. No royalty is paid to the United States with respect to minerals mined and sold from a mining claim.



The General Mining Law provides a procedure for
a qualified claimant to obtain a mineral patent (i.e.,fee simple title to the mining claim) under certain conditions. It has become
much more difficult in recent years to obtain a patent. Beginning in 1994, Congress imposed a funding moratorium on the processing of
mineral patent applications which had not reached a designated stage in the patent process at the time the moratorium went into effect.
Additionally, Congress has considered several bills in recent years to repeal the General Mining Law or to amend it to provide for the
payment of royalties to the United States and to eliminate or substantially limit the patent provisions of the law.



Mining claims are conveyed by deed, or leased
by the claimant to the party seeking to develop the property. Such a deed or lease (or memorandum of it) needs to be recorded in the real
property records of the county where the property is located, and evidence of such transfer needs to be filed with BLM. It is not unusual
for the grantor or lessor to reserve a royalty, which as to precious metals often is expressed as a percentage of net smelter returns.



Location, History and Geology of our Property



Center Star Mine



The property is located near Elk City, Idaho on
the south side of the Clearwater River about 42 miles southeast of Grangeville, Idaho. The property consists of 31 unpatented lode claims
totaling 620 acres. The company owns 100% of the property.





Location and Access



The property, Center Star Mine, is located 42
miles southeast of Grangeville, Idaho in Section 26 and 35 of Township 29 N, Range 7 E.B.M. in the Ten Mile Mining District.



Access 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
certain winter months but could be maintained to allow for year-round access.









4







Diagram

Description automatically generated



The Center Star Mine is located in an area that
currently has significant interest from other junior exploration companies, as shown in the map below:



Diagram

Description automatically generated









5







History



The Center Star deposit was discovered by Jim
Murphy, a pocket hunter, who found rich float in the gulch below the mine. Herman Brown and later Charles Tiedeman acquired interests
in the property. These men did the first development work on the property by first trenching on the hillsides and then driving the Murphy
crosscut. They encountered a mineralized zone about 30 feet wide which contained veins of varying width and which averaged from 0.8 to
1 ounce of gold per ton. In 1915, Tiedeman installed a 1-stamp mill and milled some ore from the Murphy crosscut but he netted only about
a 50% recovery. About 1917, an interested party including one Mr. Weiss drove a crosscut into the ore zone about 100 feet below the Murphy
level and did some drifting. Here they found the ore contained more sulfides with an increase of silver and copper. H. L. Day and associates
on their own account did additional exploratory work in 1930 and 1931 which included the sinking of an incline winze to a depth of 150
feet. Because there was no road to or mill on the property plus the fact that the price of gold was only $20.00 an ounce, Mr. Day abandoned
the project in 1931.



In 1934 Mr. and Mrs. M. F. Ward of Lewiston, Idaho
acquired an option on the property and built the present road to the mine. In 1938 they purchased a 1/ 3 interest in the property and
financed the construction of the mill and other buildings. During the period 1939 to 1942, Messrs. Ward and William Walker leased the
remaining two-thirds interest in the mine from Brown and Tiedeman.



The first production of concentrates from this
mill was made late in 1939 and was continued on a limited basis until the Gold Closing Order L-208 forced the stoppage of operations in
1942. During this period there was considerable development work done.



During a roughly 33-month time frame from 1939
to 1942 the mine produced about 5,000 ounces of gold and 6,000 ounces of silver.



In 1946 and 1947, Mr. and Mrs. Ward purchased
the remaining 2/ 3 interest in the claims and continued to maintain the property. Except for 1959-1960 when about $5,000.00 worth of concentrates
were produced there has been no other production since 1946. Following Mr. Ward's death in November 1958, a rehabilitation and modernization
program was planned by Mrs. Ward with the assistance of Harold C. Lynch.



In 1961 the Center Start Gold Mine, Inc was incorporated,
and the property was acquired from Mrs. Genevieve (Ward) Lynch.



In 1968 Center Star Gold Mines, Inc. completed
a public offering and the Center Star Mine was reactivated. Also, in 1968 a 6,800-foot power line was constructed and put into operation
bringing electric power to the site.



From 1968 to 1970 the underground workings were
advanced an additional 500 feet. In 1971 the Center Mine was placed on standby awaiting more favorable gold prices.



In 1980 the Center Star Mine was reopened. Between
1980 and 1981 the Center Star completed a $500,000 mine renovation, sampling and drilling program. Over 2,000 samples were taken from
various areas of the mine and the drill program resulted in defining an ore block estimated at 30,000 tons with grades between .46 and
..63 ounces to the ton.



At some point between 1983 and 1984 the Center
Star was once a gain placed on standby due to low gold prices.



In 1985 mill and equipment and several buildings
on the property were removed and salvaged.



At some point between 1986 and 1987 the property
was acquired by Mariner Explorations, Inc. Mariner Explorations did an extensive sapling and mapping of the area on the property adjacent
to existing working.



At some point subsequent to Mariner Explorations
surface exploration work the property was acquired by Gregory Schifrin, who sold the property to Magellan Gold in 2020.









6







Power and Water



Power to the mine site will initially be provided
by a diesel generator and a diesel compressor. In 1968 the mine site was connected to a 3-phase electrical power line. The power line
is no longer operable but can be replaced in the future.



Water to the site is available from a year-round
mountain stream that should be adequate to meet the properties’ needs.



Geology



The Center Star Mine is located in Idaho about
midway between Golden and Elk City. It appears to be in the Central Idaho Belt series and is in the Ten-mile Mining District. The mine
area is composed of banded Pre-Cambrian Belt gneisses and schists. The general area has been faulted; intrusions of granite dikes and
hornblendite sills are prominent.



The following composite level map shows the extent
of known historical workings at the mine:



Diagram, engineering drawing

Description automatically generated









7







The country rock is well-banded quartz biotite
gneiss. Near quartz intrusions the country rock is highly silicified and in fractured zones is brecciated. The regional trend of the county
rock foliation is approximately north and south.



A series of faults and brecciated zones cuts through
the country rock. The general trend of the faulted areas is approximately north 70 degrees east and dips 40 degrees or more to the southeast.



Quartz follows faulted zones, forming elongated
veins and is also found as a replacement of gneiss. However, gneissic banding is preserved in the quartz and the wall rock is not easily
distinguished from the quartz in the replacement zones. These zones show a gradation from quartz, to gneissic banded quartz to silicified
gneiss, to gneiss. Along some faults, gouge and brecciated wall rock is more than two feet thick. Quartz usually shows more brecciation
than silicified gneiss. Quartz is also greatly shattered in the fractured zones.



Sulfides are disseminated in the vein quartz and
silicified wall rock and fill small fractures and shattered zones. The most abundant of these are pyrite and chalcopyrite. However, galena
and sphalerite are commonly exposed in brecciated zones of quartz and wall rock.



The ore is found as irregular and generally elongated
bodies following faults which strike approximately N 70 degrees E. 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 mine 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.



Drifting followed quartz veins which vary in thickness
from one inch to ten feet, averaging about five feet. The quartz veins pinch and swell throughout their exposed length with alternate
brecciation. Gouge of varying thickness follows both walls of the quartz veins. Brecciation of the quartz and silicification of the gneisses
and schists presumably took place at the time of later faulting and fracturing. Later quartz introduction apparently occurred periodically;
this later quartz contains most of the sulfides and gold. Quartz in some zones grades gradually into silicified all rock; in these zones
no contact can be established between silicified wall rock and quartz. However, quartz veinlets were observed extending into the wall
rock. These veinlets contain sulfides and some gold.



No Proven or Probable Mineral Reserves/Exploration Stage Company



We are considered an exploration stage company
under SEC criteria since we have not demonstrated the existence of proven or probable mineral reserves at any of our properties. In Industry
Guide 7, the SEC defines a “reserve” as that part of a mineral deposit which could be economically and legally extracted or
produced at the time of the reserve determination. Proven or probable mineral reserves are those reserves for which (a) quantity is computed
and (b) the sites for inspection, sampling, and measurement are spaced so closely that the geologic character is defined and size, shape
and depth of mineral content can be established (proven) or the sites are farther apart or are otherwise less adequately spaced but high
enough to assume continuity between observation points (probable).



Mineral Reserves cannot be considered proven or
probable unless and until they are supported by a feasibility study, indicating that the mineral reserves have had the requisite geologic,
technical and economic work performed and are economically and legally extractable.



We have not completed a feasibility study with
regard to all or a portion of any of our properties to date. Any mineralized material discovered or extracted by us should not be considered
proven or probable mineral reserves. As of the date of this Memorandum, none of our mineralized material met the definition of proven
or probable mineral reserves. We expect to remain an exploration stage company for the foreseeable future, even though we were extracting
and processing mineralized material. We will not exit the exploration stage until such time, if ever, that we demonstrate the existence
of proven or probable mineral reserves that meet the guidelines under SEC Industry Guide









8







OUR EXPLORATION PROCESS



Our 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.



We expect 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.



The first phase is intended to determine whether
a prospect warrants further exploration and involves:



| | · | researching the 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.                                                                                  



Subject to 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.



The second phase is intended to identify any mineral
deposits of potential economic importance and would involve:



| | · | 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.                                                        









9







Subject 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.



The third phase is intended to precisely define
depth, width, length, tonnage and value per ton of any deposit that has been identified and would involve:



| | · | 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 particular deposit, the third phase on any one property could take one to five years or more and cost well in excess of $1 million. None of our properties has reached the third phase.



We intend to explore and develop our properties
ourselves, although our plans could change depending on the terms and availability of financing and the terms or merits of any joint venture
proposals.



Our Exploration Plans



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



We are developing a geological mapping, with rock
sampling and assaying programs that will focus on taking samples from previously sampled high-grade areas to test and verify historical
geological reports. Successful completion of the mapping and sampling program will help guide a drilling program to better define historically
reported ore blocks and resource estimates.



Subject to securing the necessary, we have budgeted
$500,000 for exploration work over the next 6 to 12 months. Comprising of $150,000 for sampling, assaying, mapping and computer modeling
and $300,000 for diamond drilling, assaying and mapping.



We anticipate the exploration program will be
supervised by Gregory Schifrin, a director of the company.



MARKETING



All of our mining operations, if successful, will
produce gold or silver in doré form or a concentrate that contains gold or silver.



We plan to market our refined metal and doré
to credit worthy bullion trading houses, market makers and members of the London Bullion Market Association, industrial companies and
sound financial institutions. The refined metals will be sold to end users for use in electronic circuitry, jewelry, silverware, and the
pharmaceutical and technology industries. Generally, the loss of a single bullion trading counterparty would not adversely affect us due
to the liquidity of the markets and the availability of alternative trading counterparties.



We plan to refine and market its precious metals
doré and concentrates using a geographically diverse group of third party smelters and refiners. The loss of any one smelting and
refining client may have a material adverse effect if alternate smelters and refiners are not available. We believe there is sufficient
global capacity available to address the loss of any one smelter.









10







GOVERNMENT REGULATION



General



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.



Although we 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.



Federal Environmental Laws



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 has worked on a program
to regulate these mining wastes pursuant to its solid waste management authority under the Resource Conservation and Recovery Act (“RCRA”).
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” 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.



|ITEM 1A | RISK FACTORS.
|------- | -------------



Our business faces many risks. Any of the risks
discussed below, or elsewhere in this report or in our other filings with the SEC, could have a material impact on our business, financial
condition, or results of operations.



An investment in our securities is speculative
and involves a high degree of risk. Please carefully consider the following risk factors, as well as the possibility of the loss of your
entire investment, before deciding to invest in our securities.









11







Risks Related to our Business



Due to our history of operating losses our
auditors are uncertain that we will be able to continue as a going concern.



Our financial statements have been prepared assuming
that we will continue as a going concern. Due to our continuing operating losses and negative cash flows from our operations, the reports
of our auditors issued in connection with our consolidated financial statements for the fiscal years ended December 31, 2022 and 2021,
contain explanatory paragraphs indicating that the foregoing matters raised substantial doubt about our ability to continue as a going
concern. We cannot provide any assurance that we will be able to continue as a going concern.



Uncontrollable events like the COVID-19 pandemic may negatively
impact our operations.



The occurrence of an uncontrollable event such
as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine,
and this may limit access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may
not only impact our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate
the impact of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.



We have no history of and limited experience
in mineral production.



We 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 decisions and choices may not take into account 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 of 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.



We have no proven or probable reserves.



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.



In order to demonstrate the existence of proven
or probable reserves under SEC guidelines, it would be necessary for us to advance the exploration of our Properties by significant additional
delineation drilling to demonstrate 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 support a feasibility study with regard to the Properties, and in order to perform
the drill work to support such feasibility study, we must obtain the necessary permits and funds to continue our exploration efforts.
It is possible that, even after we have 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 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 the future that can be economically developed, the initial capital costs associated with
development and production of any reserves found is such that we might not be profitable for a significant time after the initiation of
any development or production. The commercial viability of a mineral deposit once discovered is dependent on a number of factors beyond
our control, including particular attributes of the deposit such as size, grade and proximity to infrastructure, as well as metal prices.
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.









12







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



Mineral exploration is highly speculative in nature
and is frequently non-productive. Substantial expenditures are required to:



| | · | 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.                                                        



If 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. During this time, the economic
feasibility of production could change. 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 if our exploration efforts at the Properties
are successful, we may not be able to raise the funds necessary to develop the Properties.



If our exploration efforts at our prospects are
successful, 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 losses 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.



We may not be able to obtain permits required
for development of the Properties.



In the ordinary course of business, mining companies
are required to seek governmental permits for expansion of existing operations or for the commencement of new operations. We will be required
to obtain numerous permits for our Properties. Obtaining the necessary governmental permits is a complex and 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 environmental impacts for air, water, vegetation,
wildlife, cultural, historical, geological, geotechnical, geochemical, soil and socioeconomic conditions. An Environmental Impact Statement
would be required before we could commence mine development or mining activities. Baseline environmental conditions are the basis on which
direct and indirect impacts of the Properties are evaluated and based on which potential mitigation measures would be proposed. If the
Properties were found to significantly adversely impact the baseline conditions, we could incur significant additional costs to avoid
or mitigate the adverse impact, and delays in the development of Properties could result.



Permits would also be required for, among other
things, storm-water discharge; air quality; wetland disturbance; dam safety (for water storage and/or tailing storage); septic and sewage;
and water rights appropriation. In addition, compliance must be demonstrated with the Endangered Species Act and the National Historical
Preservation Act.









13







The mining industry is intensely competitive.



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 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.



Our future success is subject to risks inherent in the mining industry.



Our future mining operations, if any, would be
subject to all of the hazards and risks normally incident to developing and operating mining properties. These risks include:



| | · | insufficient ore reserves;                                                                                
| | - | ----------------------------------------------------------------------------------------------------------
| |   |                                                                                                           
| | · | fluctuations in metal prices and increase in production costs that may make mining of reserves uneconomic;
| |   |                                                                                                           
| | · | significant environmental and other regulatory restrictions;                                              
| |   |                                                                                                           
| | · | labor disputes; geological problems;                                                                      
| |   |                                                                                                           
| | · | failure of underground stopes and/or surface dams;                                                        
| |   |                                                                                                           
| | · | force majeure events; and                                                                                 
| |   |                                                                                                           
| | · | the risk of injury to persons, property or the environment.                                               



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



If we establish reserves, and complete development
of a mine, our profitability and long-term viability will depend, in large part, on the market price of gold. The market prices for metals
are volatile and are affected by numerous factors beyond our control, including:



| | · | global or regional consumption patterns;         
| | - | -------------------------------------------------
| |   |                                                  
| | · | supply of, and demand for, gold and other metals;
| |   |                                                  
| | · | speculative activities;                          
| |   |                                                  
| | · | expectations for inflation; and,                 
| |   |                                                  
| | · | political and economic conditions.               









14







The aggregate effect of these factors on metals
prices is impossible for us to predict. Decreases in metals prices could adversely affect our ability to finance the exploration and development
of our properties, which would have a material adverse effect on our financial condition and results of operations and cash flows. There
can be no assurance that metals prices will not decline.



The price of gold may decline in the future. If
the price of gold and silver is depressed for a sustained period, we may be forced to suspend operations until 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.



We are subject to significant governmental regulations.



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



| | · | environmental protection;                                                     
| | - | ------------------------------------------------------------------------------
| |   |                                                                               
| | · | management and use of toxic substances and explosives;                        
| |   |                                                                               
| | · | management of natural resources;                                              
| |   |                                                                               
| | · | exploration and development of mines, production and post-closure reclamation;
| |   |                                                                               
| | · | taxation;                                                                     
| |   |                                                                               
| | · | labor standards and occupational health and safety, including mine safety; and
| |   |                                                                               
| | · | historic and cultural preservation.                                           



Failure to 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 to 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 regulations, or a
more 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.



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



From time to time the U.S. government may determine
to revise U.S. mining and 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, 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 projects.









15







Compliance with environmental regulations and litigation based on
environmental regulations could require significant expenditures.



Mining exploration and mining are subject to the
potential risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result
of mineral exploration and production. Insurance against environmental risk (including potential liability for pollution or other hazards
as a result of the disposal of waste products occurring from exploration and production) is not generally available to us (or to other
companies in the minerals industry) at a reasonable price.



Environmental regulations mandate, among other
things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation,
storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards
and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects, and
a heightened degree of responsibility for companies and their officers, directors and employees.



To the extent we 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 to suspend operations or enter into 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 exposure may be significant and could have a material
adverse effect on our financial condition and results of operations.



Moreover, governmental authorities and private
parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts
of our operations, which could lead to the imposition of substantial fines, remediation costs, penalties and other civil and criminal
sanctions. Substantial costs and liabilities, including for restoring the environment after the closure of mines, are inherent in our
proposed operations



Some 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.



In addition, there are numerous legislative and
regulatory proposals related to climate change, including legislation pending in the U.S. Congress to require reductions in greenhouse
gas emissions. The Company has reviewed and considered current federal legislation relating to climate change and does not believe it
to have a material effect on its operations, however, additional regulation or requirements under any of these laws and regulations could
have a materially adverse effect upon the Company and its results of operations.



Compliance with CERCLA, the CWA and state environmental laws could
entail significant costs, which could have a material adverse effect on our 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.









16







We are required to obtain government permits to
begin new operations. 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 as a whole.



Mining companies are required to seek governmental
permits for the commencement of new operations. Obtaining the necessary governmental permits is a complex and time-consuming process involving
numerous jurisdictions and often involving public hearings and costly undertakings. The duration and success of permitting efforts are
contingent on 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 could cause us to not proceed with the development of a mine. Accordingly, this approval
process could harm our results of operations.



Mineral exploration and development inherently involves significant
and irreducible financial risks. We may suffer from the failure to find and develop profitable mineral deposits.



The exploration for and development of mineral
deposits involves significant financial risks, which even a combination of careful evaluation, experience and knowledge may not eliminate.
Unprofitable efforts may result from the failure to discover mineral 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 a number of 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 expenditures are required to establish
ore reserves, extract metals from ores and, in the case of new properties, to construct mining and processing facilities. The economic
feasibility of any development project is based upon, among other things, estimates of the size and grade of ore reserves, proximity to
infrastructures and other resources (such as water and power), metallurgical recoveries, production rates and capital and operating costs
of such development projects, and metals prices. Development projects are also subject to the completion of favorable feasibility studies,
issuance and maintenance of necessary permits and receipt of adequate financing.



Once a mineral deposit is developed, whether it
will be commercially viable depends on a number of factors, including: the particular attributes of the deposit, such as size, grade and
proximity to infrastructure; government regulations including taxes, royalties and land tenure; land use, importing and exporting of minerals
and environmental protection; and mineral prices. 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 infrastructure. All of 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 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.



Mineral exploration, particularly for gold, involves
many risks and is frequently unproductive. If mineralization is discovered, it may take a number of years until production is possible,
during which time the economic viability of the project may change.



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 to a large extent 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 any and 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.









17







Our failure to satisfy the financial commitments
under the agreements controlling our rights to explore on our current prospects could result in our loss of those potential opportunities.



We hold all of our mineral interests under agreements
and commitments that require ongoing financial obligations, including work commitments. Our failure to satisfy those obligations could
result in a loss of those interests. In such an event, we would be required to recognize an impairment of the assets currently reported
in our financial statements.



We are required to obtain government permits
to begin new operations. 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 as a whole.



Mining companies are required to seek governmental
permits for the commencement of new operations. Obtaining the necessary governmental permits is a complex and time-consuming process involving
numerous jurisdictions and often involving public hearings and costly undertakings. The duration and success of permitting efforts are
contingent on 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 could cause us to not proceed with the development of a mine. Accordingly, this approval
process could harm our results of operations.



Any of our future acquisitions may result in significant risks,
which may adversely affect our business.



An important element 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 independent mining consultants to assist in evaluating and making acquisitions, any mining properties
or interests therein we may acquire may not be developed profitably or, if profitable when acquired, that profitability might not be sustained.
In connection with any future acquisitions, we may incur indebtedness or 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.



Our ability to find and acquire new mineral
properties is uncertain. Accordingly, our prospects are uncertain for the future growth of our business.



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.



Corporate and securities laws and regulations are likely to increase
our costs.



The Sarbanes-Oxley Act of 2002 (“SOX”),
which became law in July 2002, has impacted our corporate governance, securities disclosure and compliance practices. In response to the
requirements of SOX, the SEC and major stock exchanges have promulgated rules and listing standards covering a variety of subjects. Compliance
with these rules and listing standards are likely to increase our general and administrative costs, and we expect these to continue to
increase in the future. In particular, 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 required by these laws, rules and regulations, (ii) to provide reasonable assurance that our public disclosure will be accurate
and complete, and (iii) to comply with the other provisions of Section 404 of SOX. We cannot be certain as to the timing of the completion
of our evaluation, testing and remediation actions or the impact these may have on our operations. Furthermore, there is no precedent
available by which to measure compliance adequacy. If we are not able to implement the requirements relating to internal controls and
all other provisions of Section 404 in a timely fashion or achieve adequate compliance with these requirements or other requirements of
SOX, we might become subject to sanctions or investigation by regulatory authorities such as the SEC or FINRA. Any such action may materially
adversely affect our reputation, financial condition and the value of our securities, including our common stock. SOX and these other
laws, rules and regulations have increased legal and financial compliance costs and have made our corporate governance activities more
difficult, time-consuming and costly.









18







If we fail to maintain an effective system
of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential
shareholders could lose confidence in our financial reporting, this would harm our business and the trading price of our stock.



Effective internal controls are necessary for
us to provide reliable financial reports and effectively prevent fraud. If we cannot provide financial reports or prevent fraud, our business
reputation and operating results could be harmed. Inferior internal controls could also cause investors to lose confidence in our reported
financial information, which could have a negative effect on the trading price of our stock.



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



Nevada 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 shareholders 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.



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



Operations, 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 labour, 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.



The activities of the Company require licenses
and permits from various governmental authorities. The Company currently has been granted the requisite licenses and permits to enable
it 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.



Opposition of the Company’s exploration,
development and operational activities may adversely affect the Company’s reputation, its ability to receive mining rights or permits
and its current or future activities.



Maintaining a positive relationship with the communities
in which the Company operates is critical to continuing successful exploration and development. Community support for operations is a
key component of a successful exploration or development project. Various international and national laws, codes, resolutions, conventions,
guidelines and other materials relating to corporate social responsibility (including rights with respect to health and safety and the
environment) may also require government consultation with communities on a variety of issues affecting local stakeholders, including
the approval of mining rights or permits.



The Company may come under pressure in the jurisdictions
in which 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 exploration, development and operational activities
through legal or administrative proceedings, protests, roadblocks or other forms of public expression against the Company’s activities.
Opposition by such groups may have a negative 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.









19







The title to the Company’s properties could be challenged
or impugned.



Although the Company has or will receive title
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. The Company has not conducted surveys of the claims in which it holds direct or indirect interests and, therefore the
precise area and 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 ability 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 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 material adverse effect on the Company’s business, financial condition
and results of operations.



Risks Related to Our Stock



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



We have the authority to issue up to one billion
shares of common stock and 25 million shares of preferred 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. Those
future issuances will likely result in dilution to our shareholders. In addition, we could issue large blocks of our common stock to fend
off unwanted tender offers or hostile takeovers without further shareholder approval, which would not only result in further dilution
to investors in this offering but could also depress the market value of our common stock, if a public trading market develops.



We may issue preferred stock that would have
rights that are preferential to the rights of our common stock that could discourage potentially beneficial transactions to our common
shareholders.



An issuance of shares of preferred stock could
result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation
over our common stock and could, upon conversion or otherwise, have all of the rights of our common stock. Our Board of Directors' authority
to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender
offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve. The issuance of preferred stock could
impair the voting, dividend and liquidation rights of common stockholders without their approval.



There is currently an illiquid market for our
common shares, and shareholders may be unable to sell their shares for an indefinite period of time.



There 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.



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



We have not applied to have our shares listed
on any stock exchange or on the NASDAQ Capital Market, 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.









20







Trading in our securities is on the OTC.QB which
is an electronic trading platform established for securities that do not meet NASDAQ listing requirements. 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 stock price may be volatile and as a result,
shareholders could lose all or part of their investment. The value of our shares could decline due to the impact of any of the following
factors upon the market price of our common stock:



| | · | 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.                                                                              



In addition, stock markets have experienced extreme
price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to
operating performance and may adversely affect the market price of our common stock.



Outstanding shares that are eligible for future sale could adversely
impact a public trading market for our common stock.



All of the shares of common stock that were distributed
under the Athena spin-off dividend are free-trading shares. In addition, in the future, we may offer and sell shares without registration
under the Securities Act. All of 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.



No 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.









21







Owners of our common stock are subject to the “penny stock”
rules.



Since our 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 per share, to a number of 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.



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.



We have 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. Our current 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.



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



Nevada 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.



Risk Factors Related to the COVID-10 Pandemic



An occurrence of an uncontrollable event such
as the COVID-19 pandemic may negatively affect our operations. The occurrence of an uncontrollable event such as the COVID-19 pandemic
may negatively affect our operations. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit
access to our facilities, customers, management, support staff and professional advisors. These factors, in turn, may not only impact
our operations, financial condition and demand for our goods and services but our overall ability to react timely to mitigate the impact
of this event. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS.
|-------- | --------------------------



None.









22







|ITEM 2. | PROPERTIES
|------- | ----------



Mining Properties



Descriptions of our mining properties are contained in the Business
discussion in this Report.



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------



None



|ITEM 4. | REMOVED AND RESERVED
|------- | --------------------

































































23







PART II



|ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|------- | ---------------------------------------------------------------------



Effective May 2012, our common stock was approved
for quotation on the OTC Bulletin Board under the ticker symbol “MAGE.” The Company’s shares are now quoted on the OTCQB
of the OTC Markets Group, Inc. The following sets forth the high and low trading prices for the periods shown:



|                                 |  | 2021 |      |  | 2022 |  
|-------------------------------- |  | ---- | ---- |  | ---- | -
|                                 |  | High |      |  | Low  |  
|First quarter ended March 31     |  | $    | 1.15 |  |      | $
|Second quarter ended June 30     |  | $    | 1.10 |  |      | $
|Third quarter ended September 30 |  | $    | 1.33 |  |      | $
|Fourth quarter ended December 31 |  | $    | 1.01 |  |      | $



The closing price of the Company's common stock
as of July 11, 2023 was $0.17, as reported on the OTC.QB. The OTC.QB prices are bid and ask prices which represent prices between broker-dealers
and do not include retail mark-ups and mark-downs or any commissions to the broker-dealer. The prices do not reflect prices in actual
transactions. As of July 11, 2023 there were approximately 90 record owners of the Company's common stock.



The
OTC.QB is a registered quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter
(OTC) securities. An OTC equity security generally is any equity that is not listed or traded on NASDAQ or a national securities exchange.
The OTCQB is not an issuer listing service, market or exchange. Although the OTCQB does not have any listing requirements, per se, to
be eligible for quotation on the OTCQB, issuers must remain current in their filings with the SEC or applicable regulatory authority.



Our Board 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 future.



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 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.



Recent Sales of Unregistered Securities



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









24







2021



(a)       On
February 10, 2021, the Company issued 266,667 common shares as a commitment fee. The shares were valued at $0.92, the closing price of
the Company’s stock on February 10, 2021. During the year ended December 31, 2021, the Company recognized $245,334 of stock-based
compensation related to this issuance.



(b)       On
August 6, 2020, the Company entered into a one-year investor relations consulting agreement. As consideration for its services under the
Agreement, the Company agreed to pay to the consultant 261,538 restricted shares of the Company’s common stock. The shares were
valued at $1.56, the closing price of the Company’s stock on August 6, 2020. As of December 31, 2020, the Company had not issued
the shares and accrued $136,000 related to this agreement. During the year ended December 31, 2021, the Company issued the 261,538 shares
related to this agreement, settled the prior year accrual of $136,000 for 2020 services and recognized $272,000 of stock-based compensation
for services provided during the year ended December 31, 2021.



(c)       During
the year ended December 31, 2021, the Company received net proceeds of $10,000 from the exercise of 50,000 warrants. On July 15, 2020,
the Company issued 500,000 shares for services rendered pursuant to two investor relations agreements: 200,000 shares under a Services
Agreement and 300,000 shares under a Consulting Agreement. The shares were valued at $1.29, the closing price of the Company’s stock
on July 15, 2020.



(d)       
In June 2021, the Company issued an aggregate of 2,278,813 shares of common stock in consideration of (i) the conversion of an aggregate
of 192,269 shares of Series A Preferred Stock and (ii) an aggregate of $356,123 in accrued interest on the Series A Preferred Stock. The
shares were issued to two investors, each of whom qualified as an “accredited investor” within the meaning of Rule 501(a)
of Regulation D under the Securities Act. The securities, which were taken for investment and were subject to appropriate transfer restrictions,
were issued without registration under the Securities Act in reliance upon the exemption provided in Section 4(a)2 and Rule 506(b) of
Regulation D under the Securities Act.



2022



(e)       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.



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.



INCENTIVE COMPENSATION



Equity Incentive Plan



Effective September 1, 2017, the 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,
giving retroactive effect to the Reverse Split. The Plan is authorized to grant incentive stock options that qualify under Section 422
of the Internal Revenue Code of 1986, as amended.



The 2017 Plan provides for the grant of (1) both
incentive and nonstatutory 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. Nonstatutory stock options granted under the 2017 Plan are intended
not to qualify as incentive stock options under the Code.









25







Arrangements with CEO



Effective August 1, 2020, 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, 2022 and 2021, 435,000 and 255,000 restricted
stock units may be settled in shares of common stock, respectively. During the years ended December 31, 2022 and 2021, the Company recognized
$35,888 and $162,465 of stock-based compensation related to the agreement, respectively.



|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------



We are a smaller reporting company as defined by the Exchange Act and
are not required to provide the information required under this item.



|ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



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



The following discussion and analysis provides
information that management believes is relevant for an assessment and understanding of our results of operations and financial condition.
This information should be read in conjunction with our audited financial statements, which are included in our Annual Report on Form
10-K for the fiscal years ended December 31, 2022 and 2021.



Forward-Looking Statements



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.



All 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.



Overview



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



We 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.









26







Effective July 1, 2020, Magellan 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 near Elk City, Idaho. The Center Star Mine hosts high grade
gold mineralization that was discovered in the early 1900’s. There was periodic historic production and development work done under
different ownership through the 1980s. With the high-grade gold mineralization present, Magellan 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 City, Idaho.



In consideration for 100% of the issued and outstanding
shares of Clearwater, Magellan has agreed to pay its sole shareholder 1,000,000 shares of Magellan common stock and $150,000 in cash.
Of the 1,000,000 shares, 750,000 have been issued and 250,000 shares will be issued two years from the closing concurrent with the pay-off
of the secured promissory note. The cash consideration of $25,000 was paid and the balance of $125,000 is evidenced by a secured promissory
note due in two years. The Note is secured by the Clearwater shares and assets. 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, 2022 and 2021, the
mineral rights and properties balance totaled $0 and $1,000,000, respectively.





Our primary focus is to advance our Idaho gold
project towards resource definition and eventual development, and possibly to acquire additional mineral rights and conduct additional
exploration, development and permitting activities. Our 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.



Results of Operations for the Years Ended December 31, 2022 and
2021





|                                              |  | Years Ended December 31, |           
|--------------------------------------------- |  | ------------------------ | ----------
|                                              |  | 2022                     |           
|Operating expenses:                           |  |                          |           
|General and administrative expenses           |  | $                        | 242,883   
|Impairment expense                            |  |                          | 1,037,500 
|Total operating expenses                      |  |                          | 1,280,383 
|                                              |  |                          |           
|Operating loss                                |  |                          | (1,280,383
|                                              |  |                          |           
|Other income (expense):                       |  |                          |           
|Interest expense                              |  |                          | (282,334  
|Gain (loss) on change in derivative liability |  |                          | 2,788     
|Total other income (expense)                  |  |                          | (279,546  
|                                              |  |                          |           
|Net loss                                      |  | $                        | (1,559,929



Operating expenses



During the year ended December 31, 2022, our total
operating expenses included general and administrative expenses of $1,280,383 as compared to $1,770,847 during the year ended December
31, 2021. The $490,464 decrease is primarily associated with decreases in stock-based compensation and investor relation expenses and
the $1,037,500 increase in impairment expense related to the Center Star Gold Mine.











27







Other income (expenses)



During the
year ended December 31, 2022, total other expenses were $279,546 as compared to$285,885
during the year ended December 31, 2021. The $6,339 change was related to a$51,687 increase in interest
expense which was offset by a $58,026 increase in derivative liabilityrelated to the gain in derivative liability in 2022.



Liquidity and Capital Resources:



Our audited consolidated financial statements
have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during
the next fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial
statements and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be
unable to continue as a going concern. At December 31, 2022, we had not yet generated any significant revenues or achieved profitable
operations and we have accumulated losses of $19,529,742. 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.



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.



During the year ended December 31, 2021, the Company
entered into a debt agreement to borrow up to $200,000 and received $175,000 in cash proceeds. Additionally, the Company received $287,000
of proceeds from the exercise of warrants.



We anticipate that additional funding will be
in the form of additional loans from officers, directors or significant shareholders, or equity financing from the sale of our common
stock but cannot assure that any future financings will occur.



Cash Flows



A summary of our cash provided by and used in
operating, investing and financing activities is as follows:



|                                      |  | Years ended December 31, |         
|------------------------------------- |  | ------------------------ | --------
|                                      |  | 2022                     |         
|                                      |  |                          |         
|Net cash used in operating activities |  | $                        | (148,254
|                                      |  |                          |         
|Net cash used in investing            |  |                          | (769    
|                                      |  |                          |         
|Net cash provided by financing        |  |                          | 131,000 
|                                      |  |                          |         
|Net change in cash                    |  |                          | (18,023 
|Cash at beginning of period           |  |                          | 18,766  
|Cash at end of period                 |  | $                        | 743     









28







At December 31, 2022, we had $743 in cash and
a $1,692,051 working capital deficit. This compares to $18,766 in cash and a working capital deficit of $1,459,741 at December 31, 2021.



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.



Net cash used in operating activities during the
year ended December 31, 2021 was $312,882 and was mainly comprised of our $2,056,732 net loss during the year, adjusted by $1,454,580
of stock compensation and accretion of discounts on notes payable of $164,465. In addition, it reflects changes in operating assets and
liabilities of $69,567.



Net cash used in investing activities during the
years ended December 31, 2022 and 2021 was $769 and $80,537, respectively which was comprised of cash payments for development costs.



Net 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.



Net cash provided by financing activities during
the year ended December 31, 2021 was $412,185 comprised $287,500 proceeds from the sale of common stock and warrants, $175,000 proceeds
from convertible debt from third parties, $605 proceeds from advances from related parties, offset by $30,420 payments on convertible
notes from third parties and $20,000 payments on advances from related parties.



|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------



The financial statements required by this item
are located in Item 15 beginning on page F-1 of this Annual Report on Form 10-K and are incorporated herein by reference.



|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------



None.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------



The SEC, as required by Section 404 of the Sarbanes-Oxley
Act, adopted rules requiring every company that files reports with the SEC to include a management 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 report.



Disclosure Controls and Procedures



Disclosure controls and procedures are designed
to ensure that information required to 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 rules and forms, and that such information is accumulated and communicated
to management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Our management necessarily
applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable
assurance regarding management's control objectives.



Our 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.









29







Management’s Report on Internal Control Over Financial Reporting



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.



Our internal 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. 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, use, or disposition of our assets that could have a material effect on our consolidated financial statements.



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 the 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 management assessed the effectiveness of our
internal control over financial reporting as of December 31, 2022. 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, 2022.
Our CEO 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.



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:



| | · | Lack of segregation of duties in certain accounting and financial reporting processes including the initiation, processing, recording and approval of disbursements;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | Lack of a formal review process that includes multiple levels of review.                                                                                            
| | · | Lack of independent directors.                                                                                                                                      



While we strive to segregate duties as much as
practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. We believe that
this is typical in many exploration stage companies. We may not be able to fully remediate the material weakness until we commence mining
operations at which time we would expect to hire more staff. We will continue to monitor and assess the costs and benefits of additional
staffing.



This Annual Report does not include an attestation
report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not 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.









30







Conclusion Regarding the Effectiveness of Disclosure
Controls and Procedures:



We 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 disclosure. Management necessarily applied its judgment in assessing the costs
and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s
control objectives.



Our management 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 report. Based on this evaluation, Mr. Lavigne 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 in Internal Control Over Financial
Reporting



There were no changes in our internal control
over financial reporting that occurred during the fiscal quarter ended December 31, 2022, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------



None.























































31







PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------



Directors and Executive Officers



Our current executive officers and directors are:



|Name            |  | Age |  | Position      
|--------------- |  | --- |  | --------------
|Michael Lavigne |  | 66  |  | CEO & Director
|Mark Rodenbeck  |  | 74  |  | Director      
|Deepak Malhotra |  | 74  |  | Director      
|Greg Schifrin   |  | 63  |  | Director      



Mark Rodenbeck, age 74, was appointed Director
on June 16, 2020.



Mr. Rodenbeck, age 74, served as an officer and
director of Mascota Resources, a Nevada mining Company, from February 2015- October 2019. He graduated (cum laude with Dean's List honors)
from Northwood Institute with a B.S. Degree in Business Administration in 1970. Between 1970 and 1976, Mark worked as General Manager,
and then District Manager, for Foodplex Inc., a large operator of fast food restaurants. In 1976 he became President and 50% owner of
Damark Inc. which owned and operated 6 fast food restaurants in Michigan. In 1981, Mr. Rodenbeck sold his restaurants and moved to Denver,
Colorado, and became a stockbroker. In 1984, he was promoted to Branch Manager of Engler & Budd, a Minneapolis-based brokerage firm.
In 1995, he co-founded Colorado Ceramic Tile, Inc. as a 50% owner and officer. Mr. Rodenbeck retired from Colorado Ceramic Tile in 2012.



Gregory Schifrin, age 63, was appointed
Director on July 1, 2020.



Mr. Schifrin, age 64, has been a Geologist for
more than 35 years, specializing in precious, base metals, rare earth and uranium exploration and development. Previously he served as
the CEO and a member of the Board of Director at Blackrock Gold Corp.



Michael Lavigne, age 66, was appointed
CEO and Director on August 1, 2020.



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 a number of financings for exploration-stage companies. Mr. Lavigne has served in management and board positions for a number of 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.









32







Deepak Malhotra, age 74, was appointed
Director on September 1, 2020.



Dr. Malhotra, age 73, is a world-renowned processing
expert, with over 48 years of mining industry experience, with expertise in process design, process development, plant auditing and troubleshooting,
detailed engineering, and capital and operating cost management. His process work with mining organizations worldwide has led to the commercialization
of about 15 plants, with capital ranging from $50 million to $750 million.



After working for AMAX Inc. for 17 years, Dr.
Malhotra founded Resource Development Inc. (RDI), a metallurgical testing and consulting company, in 1990. His clients include World Bank/IFC,
international financial institutions, mining companies, and governments. The consulting business of RDI was later spun off as an independent
company, Pro Solv Consulting LLC, where Dr. Malhotra is currently serving as President.



Dr. Malhotra has a Ph.D. in Mineral Economics
(1978) and M.S., Metallurgical Engineering (1973) from the Colorado School of Mines and B.S., Metallurgical Engineering (1970) from the
Indian Institute of Technology. He is a Registered Member of Society of Mining Engineers, Member of Canadian Institute of Mining and Metallurgical
Engineering, and a Qualified Person (QP) under National Instrument 43-101 in Canada. He has been awarded the Gaudin Award and Arthur C.
Daman Lifetime Achievement Award by the Society of Mining and Metallurgy and Exploration Engineers. Dr. Malhotra is also currently Director
at Canarc Resource Corp. and Cardero Resource Corp., and Consultant at RDI. He holds four patents and has published over 80 articles and
edited several books.



Involvement in Certain Legal Proceedings



During the last 10 years, none of our directors or officers
has:



| | a. | 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;                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                       
| | 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.                                       



Family Relationships



No 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.









33







Director Independence



Our common stock is listed on the OTC.QB 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). One of our four directors
is an officer of the corporation and is not considered independent.



Board Meetings



During the years ended December 31, 2022
and 2021, our Board members engaged in frequent informal discussions; and all Board actions have been undertaken by unanimous written
consent.



Committees of the Board of Directors



We 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.



Compliance with Section 16(a), Beneficial Ownership



Under the Securities Laws of the United States,
our directors, executive (and certain other) officers, and any persons holding more than ten percent (10%) of our common stock during
any 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, 2022, all of these filing requirements were satisfied by our officers, directors, and ten-percent
holders. In 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.



Code of Ethics



We have adopted a Code of Ethics that apples to,
among other persons, our company’s principal executive officer, as well as persons performing similar functions. As adopted, our
Code of Ethics sets forth written guidelines to promote:



| | · | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | full, fair, accurate, timely and understandable disclosure in all reports and documents that we file with, or submit to, the SEC and in other public communications made by us that are within the executive officer’s area of responsibility;
| | · | compliance with applicable governmental laws, rules and regulations;                                                                                                                                                                          
| | · | the prompt internal reporting of violations of the Code; and                                                                                                                                                                                  
| | · | accountability for adherence to the Code.                                                                                                                                                                                                     



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.









34







|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------



Director Compensation



Our directors receive no compensation for their
services as director.



Executive Compensation



The following table sets forth all compensation
paid to our Named Executive Officers for the years ended December 31, 2022 and 2021:



SUMMARY COMPENSATION TABLE



|                                         |  |      |  | Salary |  | Bonus |  | Stock Awards |  | Option Awards |  | Non equity Incentive Plan Compensation |  | Nonqualified Deferred Compensation Earnings |  | All Other Compensation |  | Total  
|---------------------------------------- |  | ---- |  | ------ |  | ----- |  | ------------ |  | ------------- |  | -------------------------------------- |  | ------------------------------------------- |  | ---------------------- |  | -------
|Name and Principal Position              |  | Year |  | ($)    |  | ($)   |  | ($)          |  | ($)           |  | ($)                                    |  | ($)                                         |  | ($)                    |  | ($)    
|Michael Lavigne CEO and Director (1) (2) |  | 2022 |  | –      |  | –     |  | 35,888       |  | –             |  | –                                      |  | –                                           |  | –                      |  | 35,888 
|                                         |  | 2021 |  | –      |  | –     |  | 162,465      |  | –             |  | –                                      |  | –                                           |  | –                      |  | 162,465



| | (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, 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. As of December 31, 2021, 255,000 restricted stock units may be settled in shares of Common Stock. During the year ended December 31, 2021, the Company recognized $162,465 of expense related to the agreement.



Restricted Stock Unit Agreement



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, 2022 and 2021, 435,000 and 255,000
restricted stock units may be settled in shares of common stock, respectively. During the years ended December 31, 2022 and 2021, the
Company recognized $35,888 and $162,465 of stock-based compensation related to the agreement, respectively.









35







Employment Agreements



2017 Equity Incentive Plan



We have not adopted any equity compensation or stock option plans,
except as follows:



The Board of Directors of the Company concluded,
in order 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.



Effective September 1, 2017, 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.



The 2017 Plan provides for the grant of (1) both
incentive and nonstatutory 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. Nonstatutory stock options granted under the 2017 Plan are intended
not to qualify as incentive stock options under the Code.



As of the date of this Annual Report, there have been grants made under
the Plan exercisable to purchase 72,000 shares of common stock.



Indemnification of Directors and Officers



Nevada 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.



Nevada 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.



Our Articles of Incorporation 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 in order for directors and officers to receive indemnity payments from us.









36







|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------



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



| | * | 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.                   



The following table shows the number of shares owned and the percentage
of outstanding common stock owned as of July 17, 2023. 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) | 
|---------------------------------------------------- |  | --------------------------------------------- | --------- | --- | ---------------------------------------------------------- | 
|                                                     |  |                                               |           |     |                                                            | 
|John Gibbs 807 Wood N Creek Ardmore, OK 73041        |  |                                               | 4,331,775 | (4) |                                                            | 
|                                                     |  |                                               |           |     |                                                            | 
|Michael Lavigne (6)                                  |  |                                               | –         | (6) |                                                            | 
|                                                     |  |                                               |           |     |                                                            | 
|Greg Schifrin                                        |  |                                               | 1,535,715 |     |                                                            | 
|                                                     |  |                                               |           |     |                                                            | 
|Deepak Malhotra                                      |  |                                               | 55,000    | (5) |                                                            | 
|                                                     |  |                                               |           |     |                                                            | 
|All officers and directors as a group (four persons) |  |                                               | 1,590,715 |     |                                                            | 



|(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 19,487,075 shares outstanding on July 17, 2023.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(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) | Includes 50,000 shares owned individually and a warrant exercisable to purchase 5,000 shares of Common Stock at $0.50 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(6) | Does not include an aggregate of 435,000 Restricted Stock Units that may be settled for shares of common stock under certain circumstances.                                                                                                                                                                                                                                                                                                                                                                                                                                              









37







|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|-------- | ------------------------------------------------------------------------



Except as disclosed herein, there have been no
transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or 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.



Management Fees



At December 31, 2022 and 2021, $7,000 of the management
fees owed to prior management had not been paid and are included in accounts payable on the accompanying consolidated balance sheets.



Accrued Interest - Related Parties



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



|                                         |  | December 31, 2022 |        |  | December 31, 2021 |  
|---------------------------------------- |  | ----------------- | ------ |  | ----------------- | -
|Accrued interest payable – Mr. Gibbs     |  | $                 | 12,130 |  |                   | $
|Accrued interest payable – Joseph Lavine |  |                   | 1,517  |  |                   |  
|Accrued interest payable – Mr. Schifrin  |  |                   | 9,380  |  |                   |  
|Accrued interest payable – Mr. Malhotra  |  |                   | 1,841  |  |                   |  
|                                         |  | $                 | 24,868 |  |                   | $



Advances Payable – Related Party



We borrowed and repaid non-interest bearing advances from/to related
parties as follows:



|             |  | Year Ended December 31, 2022 |  
|------------ |  | ---------------------------- | -
|             |  | Advances                     |  
|Mr. Schifrin |  | $                            | –
|Totals       |  | $                            | –



|             |  | Year Ended December 31, 2021 |  
|------------ |  | ---------------------------- | -
|             |  | Advances                     |  
|Mr. Schifrin |  | $                            | –
|Totals       |  | $                            | –









38









Notes Payable - Related Parties



During the year ended
December 31, 2022, the Company entered into unsecured promissory notes with related parties totaling $53,000 with accrued interest of
$3,049. The promissory notes bear interest at 12% per annum and are payable on demand.



Unsecured advances – related party



During the year ended December 31, 2022, the CEO
of the Company paid $938 of expenses on the Company’s behalf. During the year ended December 31, 2021, a director paid expenses
on behalf of the Company of $30,528 and the Company made payments on advances of $20,000. As of March 31, 2021, Mr. Power and Dr. Carson
are no longer considered related parties, and therefore all amounts due to them have been reclassified out of related party accounts.
As of December 31, 2022 and 2021, the advances from related party balance were $21,190 and $20,252, respectively.



Series 2020A 8% Unsecured Convertible Notes



In 2020, the Company sold $285,000 of Series 2020A
8% Unsecured Convertible Notes with a maturity date of November 30, 2020. 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. As of December 31, 2022 and 2021, the balance due to a third party
under these notes is $200,000, with accrued interest of $40,297 and $24,297, respectively.



3% Secured Convertible Note



On July 1, 2020, the Company issued a $125,000
Secured Convertible Note to a related party for the 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, 2022, the balance due to a related party under this note net of unamortized discount
of $0, is $125,000, with accrued interest of $9,380. As of December 31, 2021, the balance due to a related party under this note net of
unamortized discount of $21,815, is $103,185, with accrued interest of $5,630.



Consulting Agreement



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
year ended December 31, 2022, the Company incurred consulting fees of $6,000 related to this agreement.







39







Deferred Compensation



Effective August 1, 2020, 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, 2022 and 2021, 435,000 and 255,000 restricted
stock units may be settled in shares of common stock, respectively. During the years ended December 31, 2022 and 2021, the Company recognized
$35,888 and $162,465 of stock-based compensation related to the agreement, respectively.





Director Independence



Our common 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.



As 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 in order to attract and retain independent directors. We believe that
the costs associated with maintaining such insurance is prohibitive at this time.



|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------



We understand 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.



The aggregate fees billed for the fiscal years
2022 and 2021 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:



|                                                                                                                                                                                                                         |  | 2022 |        |  | 2021 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- | ------ |  | ---- | -
|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 |  | $    | 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                                                                                                                                                                                                               |  | $    | 57,000 |  |      | $



After 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.







40









PART IV



|ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|------- | ------------------------------------------



|     |  | 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                            









41









|     |  | Ex. No. |  | Title                                                                                                            
|---- |  | ------- |  | -----------------------------------------------------------------------------------------------------------------
|(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                                                                                                  
|(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) |  | 10.50   |  | 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) |  | 10.60   |  | 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) |  | 10.70   |  | 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                                                                                     









42









|     |  | Ex No.  |  | Title                                                                                                                                                                 
|---- |  | ------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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) |  | 10.80   |  | 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                                                                                                                                         
|*    |  | 31      |  | Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                      
|*    |  | 32      |  | Certification 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)**                                                                                         



|(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.      









43







|(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.    



|*  | Filed herewith.      
|-- | ---------------------
|** | Furnished, not filed.







44







MAGELLAN GOLD CORPORATION



FINANCIAL STATEMENTS



FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021







MAGELLAN GOLD CORPORATION



TABLE OF CONTENTS



|                                                                       | 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 













































F-1







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Shareholders and Board of Directors of

Magellan Gold Corporation



Opinion on the Financial Statements



We have audited the accompanying consolidated
balance sheets of Magellan Gold Corporation and its subsidiary (collectively, the “Company”) as of December 31, 2022 and 2021,
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, 2022 and 2021, 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.



Going Concern Matter



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.



Basis for Opinion



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.



We conducted our audits in accordance with
the 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.



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.



/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor
since 2011.

Houston, Texas

July 17, 2023











F-2











MAGELLAN GOLD CORPORATION

CONSOLIDATED BALANCE SHEETS





|                                                                                                                                                                                                                                                                                    |  |                   |             |   |                   |   |             |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ----------------- | - | ----------- | -
|                                                                                                                                                                                                                                                                                    |  | December 31, 2022 |             |   | December 31, 2021 |  
|ASSETS                                                                                                                                                                                                                                                                              |  |                   |             |   |                   |   |             |  
|Current assets                                                                                                                                                                                                                                                                      |  |                   |             |   |                   |   |             |  
|Cash                                                                                                                                                                                                                                                                                |  | $                 | 743         |   |                   | $ | 18,766      |  
|Prepaid expenses and other current assets                                                                                                                                                                                                                                           |  |                   | 5,950       |   |                   |   | 10,091      |  
|                                                                                                                                                                                                                                                                                    |  |                   |             |   |                   |   |             |  
|Total current assets                                                                                                                                                                                                                                                                |  |                   | 6,693       |   |                   |   | 28,857      |  
|                                                                                                                                                                                                                                                                                    |  |                   |             |   |                   |   |             |  
|Mineral rights and properties                                                                                                                                                                                                                                                       |  |                   | –           |   |                   |   | 1,000,000   |  
|Development costs                                                                                                                                                                                                                                                                   |  |                   | 194,274     |   |                   |   | 193,505     |  
|                                                                                                                                                                                                                                                                                    |  |                   |             |   |                   |   |             |  
|Total assets                                                                                                                                                                                                                                                                        |  | $                 | 200,967     |   |                   | $ | 1,222,362   |  
|                                                                                                                                                                                                                                                                                    |  |                   |             |   |                   |   |             |  
|LIABILITIES AND SHAREHOLDERS' DEFICIT                                                                                                                                                                                                                                               |  |                   |             |   |                   |   |             |  
|Current liabilities:                                                                                                                                                                                                                                                                |  |                   |             |   |                   |   |             |  
|Accounts payable                                                                                                                                                                                                                                                                    |  | $                 | 195,418     |   |                   | $ | 207,406     |  
|Accounts payable - related party                                                                                                                                                                                                                                                    |  |                   | 19,750      |   |                   |   | 12,500      |  
|Accrued liabilities                                                                                                                                                                                                                                                                 |  |                   | 206,468     |   |                   |   | 206,468     |  
|Convertible note payable, net - related party                                                                                                                                                                                                                                       |  |                   | 185,000     |   |                   |   | 163,185     |  
|Convertible note payable, net                                                                                                                                                                                                                                                       |  |                   | 620,978     |   |                   |   | 620,978     |  
|Accrued interest - related parties                                                                                                                                                                                                                                                  |  |                   | 24,868      |   |                   |   | 13,268      |  
|Accrued interest                                                                                                                                                                                                                                                                    |  |                   | 127,684     |   |                   |   | 75,365      |  
|Advances payable - related party                                                                                                                                                                                                                                                    |  |                   | 21,190      |   |                   |   | 20,252      |  
|Advances payable                                                                                                                                                                                                                                                                    |  |                   | 18,223      |   |                   |   | 18,223      |  
|Notes payable                                                                                                                                                                                                                                                                       |  |                   | 78,000      |   |                   |   | –           |  
|Notes payable - related party                                                                                                                                                                                                                                                       |  |                   | 53,000      |   |                   |   | –           |  
|Derivative liability                                                                                                                                                                                                                                                                |  |                   | 148,165     |   |                   |   | 150,953     |  
|                                                                                                                                                                                                                                                                                    |  |                   |             |   |                   |   |             |  
|Total current liabilities                                                                                                                                                                                                                                                           |  |                   | 1,698,744   |   |                   |   | 1,488,598   |  
|                                                                                                                                                                                                                                                                                    |  |                   |             |   |                   |   |             |  
|Total liabilities                                                                                                                                                                                                                                                                   |  |                   | 1,698,744   |   |                   |   | 1,488,598   |  
|                                                                                                                                                                                                                                                                                    |  |                   |             |   |                   |   |             |  
|Commitments and contingencies                                                                                                                                                                                                                                                       |  |                   | –           |   |                   |   | –           |  
|                                                                                                                                                                                                                                                                                    |  |                   |             |   |                   |   |             |  
|Shareholders' deficit:                                                                                                                                                                                                                                                              |  |                   |             |   |                   |   |             |  
|Preferred shares, 25,000,000shares
                                                     Series A preferred stock - $10.00stated
                                                     value; 2,500,000authorized;
                                   0 shares issued and outstanding |  |                   | –           |   |                   |   | –           |  
|Common shares, $0.001 par value; 1,000,000,000 shares authorized; 12,772,786 and 11,340,403 shares issued and outstanding, respectively                                                                                                                                             |  |                   | 12,773      |   |                   |   | 11,341      |  
|Additional paid-in capital                                                                                                                                                                                                                                                          |  |                   | 18,019,192  |   |                   |   | 17,692,236  |  
|Accumulated deficit                                                                                                                                                                                                                                                                 |  |                   | (19,529,742 | ) |                   |   | (17,969,813 | )
|Shareholders' deficit                                                                                                                                                                                                                                                               |  |                   | (1,497,777  | ) |                   |   | (266,236    | )
|                                                                                                                                                                                                                                                                                    |  |                   |             |   |                   |   |             |  
|Total liabilities and shareholders' deficit                                                                                                                                                                                                                                         |  | $                 | 200,967     |   |                   | $ | 1,222,362   |  







See accompanying
notes to the consolidated financial statements









F-3







MAGELLAN GOLD CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS





|                                              |  |                          |            |   |      |   |            |  
|--------------------------------------------- |  | ------------------------ | ---------- | - | ---- | - | ---------- | -
|                                              |  | Years Ended December 31, |           
|                                              |  | 2022                     |            |   | 2021 |  
|                                              |  |                          |            |   |      |  
|                                              |  |                          |            |   |      |  
|Operating expenses:                           |  |                          |            |   |      |   |            |  
|General and administrative expenses           |  | $                        | 242,883    |   |      | $ | 1,770,847  |  
|Impairment expense                            |  |                          | 1,037,500  |   |      |   | –          |  
|                                              |  |                          |            |   |      |   |            |  
|Total operating expenses                      |  |                          | 1,280,383  |   |      |   | 1,770,847  |  
|                                              |  |                          |            |   |      |   |            |  
|Operating loss                                |  |                          | 1,280,383  |   |      |   | 1,770,847  |  
|                                              |  |                          |            |   |      |   |            |  
|Other expense:                                |  |                          |            |   |      |   |            |  
|Interest expense                              |  |                          | (282,334   | ) |      |   | (230,647   | )
|Gain (loss) on change in derivative liability |  |                          | 2,788      |   |      |   | (55,238    | )
|                                              |  |                          |            |   |      |   |            |  
|Total other expense                           |  |                          | (279,546   | ) |      |   | (285,885   | )
|                                              |  |                          |            |   |      |   |            |  
|Net loss                                      |  |                          | (1,559,929 | ) |      |   | (2,056,732 | )
|                                              |  |                          |            |   |      |   |            |  
|Series A preferred stock dividend             |  |                          | –          |   |      |   | (80,112    | )
|                                              |  |                          |            |   |      |   |            |  
|Net loss attributable to common shareholders  |  | $                        | (1,559,929 | ) |      | $ | (2,136,844 | )
|                                              |  |                          |            |   |      |   |            |  
|                                              |  |                          |            |   |      |   |            |  
|Basic net loss per common share               |  | $                        | (0.13      | ) |      | $ | (0.23      | )
|Diluted net loss per common share             |  | $                        | (0.13      | ) |      | $ | (0.23      | )
|                                              |  |                          |            |   |      |   |            |  
|Basic weighted average                        |  |                          | 11,743,426 |   |      |   | 9,478,636  |  
|Diluted weighted average                      |  |                          | 11,743,426 |   |      |   | 9,478,636  |  





See accompanying notes to the consolidated financial statements









F-4







MAGELLAN GOLD CORPORATION

Consolidated Statements of Shareholders' Deficit

For the years ended December 31, 2022 and 2021



|                                                            |  |                 |          |   |              |   |            |           |  |  |             |  |  |            |        |  |         |   |            |       |  |   |             |   |  |   |            |  
|----------------------------------------------------------- |  | --------------- | -------- | - | ------------ | - | ---------- | --------- |  |  | ----------- |  |  | ---------- | ------ |  | ------- | - | ---------- | ----- |  | - | ----------- | - |  | - | ---------- | -
|                                                            |  |                 |          |   |              |   |            |           |  |  |             |  |  | Additional |        |  |         |   |            |       | 
|                                                            |  | Preferred Stock |          |   | Common Stock |   |            | Paid - in |  |  | Accumulated |  |  |            |       
|                                                            |  | Shares          |          |   | Amount       |   |            | Shares    |  |  | Par Value   |  |  | Capital    |        |  | Deficit |   |            | Total | 
|                                                            |  |                 |          |   |              |   |            |           |  |  |             |  |  |            |        |  |         |   |            |       | 
|Balance, December 31, 2020                                  |  |                 | 192,269  |   |              | $ | 1,922,690  |           |  |  | 7,098,394   |  |  | $          | 7,099  |  |         | $ | 13,540,086 |       |  | $ | (15,832,969 | ) |  | $ | (363,094   | )
|                                                            |  |                 |          |   |              |   |            |           |  |  |             |  |  |            |        |  |         |   |            |       |  |   |             |   |  |   |            |  
|Exercise of warrants                                        |  |                 | –        |   |              |   | –          |           |  |  | 1,435,000   |  |  |            | 1,435  |  |         |   | 285,565    |       |  |   | –           |   |  |   | 287,000    |  
|Common stock issued for settlement liabilities              |  |                 | –        |   |              |   | –          |           |  |  | 261,538     |  |  |            | 262    |  |         |   | 135,738    |       |  |   | –           |   |  |   | 136,000    |  
|Stock based compensation                                    |  |                 | –        |   |              |   | –          |           |  |  | 266,667     |  |  |            | 267    |  |         |   | 1,454,313  |       |  |   | –           |   |  |   | 1,454,580  |  
|Series A preferred stock dividend                           |  |                 | –        |   |              |   | –          |           |  |  | –           |  |  |            | –      |  |         |   | –          |       |  |   | (80,112     | ) |  |   | (80,112    | )
|Conversion of Series A preferred stock and accrued dividend |  |                 | (192,269 | ) |              |   | (1,922,690 | )         |  |  | 2,278,804   |  |  |            | 2,278  |  |         |   | 2,276,534  |       |  |   | –           |   |  |   | 356,122    |  
|Net loss                                                    |  |                 | –        |   |              |   | –          |           |  |  | –           |  |  |            | –      |  |         |   | –          |       |  |   | (2,056,732  | ) |  |   | (2,056,732 | )
|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 | )







See accompanying notes to the consolidated financial statements











F-5









CONSOLIDATED STATEMENTS OF CASH FLOWS





|                                                                            |  |                          |            |   |      |   |            |  
|--------------------------------------------------------------------------- |  | ------------------------ | ---------- | - | ---- | - | ---------- | -
|                                                                            |  | Years ended December 31, |           
|                                                                            |  | 2022                     |            |   | 2021 |  
|Operating activities:                                                       |  |                          |            |   |      |   |            |  
|Net loss                                                                    |  | $                        | (1,559,929 | ) |      | $ | (2,056,732 | )
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                          |            |   |      |   |            |  
|Impairment expense                                                          |  |                          | 1,037,500  |   |      |   | –          |  
|Accretion of discounts on notes payable                                     |  |                          | 201,815    |   |      |   | 164,465    |  
|Stock based compensation                                                    |  |                          | 110,888    |   |      |   | 1,454,580  |  
|Loss on change in derivative liability                                      |  |                          | (2,788     | ) |      |   | 55,238     |  
|Changes in operating assets and liabilities:                                |  |                          |            |   |      |   |            |  
|Prepaid expenses and other assets                                           |  |                          | 4,141      |   |      |   | (7,923     | )
|Accounts payable and accrued liabilities                                    |  |                          | (11,050    | ) |      |   | 41,981     |  
|Accounts payable - related party                                            |  |                          | 7,250      |   |      |   | (12,639    | )
|Accrued interest                                                            |  |                          | 63,919     |   |      |   | 48,148     |  
|                                                                            |  |                          |            |   |      |   |            |  
|Net cash used in operating activities                                       |  |                          | (148,254   | ) |      |   | (312,882   | )
|                                                                            |  |                          |            |   |      |   |            |  
|Investing activities:                                                       |  |                          |            |   |      |   |            |  
|Cash paid for development costs                                             |  |                          | (769       | ) |      |   | (80,537    | )
|                                                                            |  |                          |            |   |      |   |            |  
|Net cash used in investing activities                                       |  |                          | (769       | ) |      |   | (80,537    | )
|                                                                            |  |                          |            |   |      |   |            |  
|Financing activities:                                                       |  |                          |            |   |      |   |            |  
|Proceeds from convertible debt from third parties                           |  |                          | –          |   |      |   | 175,000    |  
|Payments on advances from related parties                                   |  |                          | –          |   |      |   | (20,000    | )
|Payments on advances from third parties                                     |  |                          | –          |   |      |   | (30,420    | )
|Proceeds from notes payable from third parties                              |  |                          | 78,000     |   |      |   | –          |  
|Proceeds from notes payable from related parties                            |  |                          | 53,000     |   |      |   | –          |  
|Proceeds from advances from third parties                                   |  |                          | –          |   |      |   | 605        |  
|Proceeds from exercise of warrants                                          |  |                          | –          |   |      |   | 287,000    |  
|                                                                            |  |                          |            |   |      |   |            |  
|Net cash provided by financing activities                                   |  |                          | 131,000    |   |      |   | 412,185    |  
|                                                                            |  |                          |            |   |      |   |            |  
|Net change in cash                                                          |  |                          | (18,023    | ) |      |   | 18,766     |  
|Cash at beginning of period                                                 |  |                          | 18,766     |   |      |   | –          |  
|                                                                            |  |                          |            |   |      |   |            |  
|Cash at end of period                                                       |  | $                        | 743        |   |      | $ | 18,766     |  
|                                                                            |  |                          |            |   |      |   |            |  
|Supplemental disclosure of cash flow information                            |  |                          |            |   |      |   |            |  
|Cash paid for interest                                                      |  | $                        | 17,333     |   |      | $ | 17,333     |  
|Cash paid for income taxes                                                  |  | $                        | –          |   |      | $ | –          |  
|                                                                            |  |                          |            |   |      |   |            |  
|Non-cash financing and investing activities:                                |  |                          |            |   |      |   |            |  
|Series A preferred stock dividend                                           |  | $                        | –          |   |      | $ | 80,112     |  
|Expenses paid on behalf of the Company                                      |  | $                        | 938        |   |      | $ | 30,528     |  
|Common stock and warrants issued for settlement liabilities                 |  | $                        | –          |   |      | $ | 136,000    |  
|Debt discount created by derivative liability                               |  | $                        | –          |   |      | $ | 95,715     |  
|Conversion of Series A preferred stock and accrued dividend                 |  | $                        | 180,000    |   |      | $ | 2,278,814  |  
|Noncash consideration for purchase of Clearwater Gold Mining Corp           |  | $                        | 37,500     |   |      | $ | –          |  



See accompanying notes to the consolidated financial statements









F-6







MAGELLAN GOLD CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS







Note 1 – Organization, Basis of Presentation, and Nature of
Operations



Organization and 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.



Our primary focus is to explore and develop mineral
properties in the United States. Effective March 31, 2020, we divested our subsidiary holding all of our international assets and plan
to advance our recently acquired Idaho Gold 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, 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.



Note 2 – Summary of Significant Accounting Policies



Basis of Presentation



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. 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 City, Idaho.



On August 25, 2020 the Company, formed a new wholly
owned subsidiary, M Gold Royalty (“M Gold”), to expand into the royalty business. M Gold Royalty will engage in organically
generating royalties derived from a portfolio of mineral property interests in North America. Royalties from this portfolio will be complemented
by royalties from selected acquisitions as well as income from other strategic investments.



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”).



Use of Estimates



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.



We make our estimate of the ultimate outcome for
these items based on historical trends and other information available when the financial statements are prepared. 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.









F-7











Fair
Value of Financial Instruments



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.



Concentrations of Credit Risk



Our financial instruments which potentially subject us to credit risk
are our cash and cash equivalents. We maintain our cash and cash equivalents at reputable financial institutions and currently, we are
not exposed to significant credit risk.



Cash and Cash Equivalents



We consider all amounts on deposit with financial
institutions and highly liquid investments with an original maturity of three months or less to be cash equivalents at the date of purchase.



Mineral Rights



We have determined that our mineral rights meet
the definition of mineral rights, as defined by accounting standards, and are tangible assets. As a result, our direct costs to acquire
or lease mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with: leasing or acquiring
patented and unpatented mining claims; leasing mining rights including lease signature bonuses, lease rental payments and advance minimum
royalty payments; and options to purchase or lease mineral properties.



If we 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.



The net carrying value of our mineral 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, 2022. During the years ended December 31, 2022 and 2021 the Company
evaluated mineral rights and properties for impairment and recorded impairment expense of $1,037,500 and $0, respectively.









F-8







Impairment of Long-lived Assets and Mining Rights



We continually 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.



Property and Equipment



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



| | · | Office and Warehouse – 10 years
| | - | -------------------------------



Notes Payable – Related Parties



Notes payable to related parties are classified
as current liabilities as either the note holders have the ability to control the repayment dates of the notes or maturity dates are within
one year of the reported balance sheet date.



Exploration Costs



Mineral exploration costs are expensed as incurred.
When it has been determined that it is economically feasible to extract minerals and the permitting process has been initiated, exploration
costs incurred to further delineate and develop the property are considered pre-commercial production costs and will be capitalized and
included as mine development costs in our balance sheets.



Income Taxes



We recognize deferred tax assets and liabilities
for temporary differences between the tax basis of 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, 2022 and 2021, the Company had no uncertain tax positions.



Net Loss per Common Share



We compute basic net loss per common share by
dividing our net loss attributable to common shareholders by our weighted-average number of common shares outstanding during the period.
Computation of diluted net loss per common share adds the weighted-average 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. For the year
ended December 31, 2022, 72,000 of stock options, 117,500 of warrants, and 2,700,379 shares issuable from convertible notes were considered
for their dilutive effects. For the year ended December 31, 2021, 72,000 of stock options, 423,635 of warrants, and 1,560,778 shares issuable
from convertible notes were considered for their dilutive effects.









F-9







Stock-based Compensation



The Company determines the fair value of stock
option awards granted to employees and nonemployees in accordance with FASB ASC Topic 718 – 10. Compensation cost is measured at
the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.



Derivative Financial Instruments



Fair value accounting requires bifurcation of
embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value
for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument
is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not
considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative
financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible
instrument would be evaluated for derivative classification. The Company’s sequencing policy is to evaluate for reclassification
contracts with the earliest maturity date first.



Once 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 an adjustment to fair value of derivatives.



Recent Accounting Pronouncements



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.



Liquidity and Going Concern



Our consolidated financial statements have been
prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations during the next
fiscal year. Asset realization values may be significantly different from carrying values as shown in our consolidated financial statements
and do not give effect to adjustments that would be necessary to the carrying values of assets and liabilities should we be unable to
continue as a going concern. At December 31, 2022, we had a working capital deficit of $1,692,051, we had not yet generated any significant
revenues or achieved profitable operations and we have accumulated losses of $19,529,742. 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.



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.









F-10







Note 3 – Mineral Rights and Properties



Center Star Gold Mine



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. As a result of the Clearwater acquisition, Gregory Schifrin, the sole shareholder of Clearwater, was appointed to serve as a
member of the Company’s Board on July 1, 2020. In consideration for 100% of the issued and outstanding shares of Clearwater,
the Company has agreed to pay Clearwater’s sole shareholder 1,000,000 shares of Magellan common stock, $125,000 convertible
note and $25,000 in cash. The 1,000,000shares
are to be issued to the shareholder on and under the terms as follows: 250,000 shares at the time of closing, 250,000 shares at the
time the Center Mine receives its permit to reopen the main portal of the mine, 250,000 shares at the point the main portal has been
reopened and 250,000 shares two-years from closing concurrent the pay-off of the $125,000 convertible note. During the year ended
December 31, 2022, the Company issued 250,000shares
for the acquisition of Clearwater valued at $37,500.
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, 2022 and 2021, the mineral rights and properties balance totaled $0
and $1,000,000 respectively.



As of December 31, 2022 and December 31, 2021, the Company had $194,274
and $193,505 in capitalized development cost to develop gold resources at Center Star, respectively.



Note 4 – Fair Value of Financial Instruments



Financial assets and liabilities recorded at fair
value in our consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the
inputs used to measure fair value into the following levels:



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



Level 2 – 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.



Level 3 – Inputs reflecting management’s
best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs
are unobservable in the market and significant to the valuation of the instruments.



A financial instrument's categorization within
the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.



The carrying values for cash and cash equivalents,
prepaid assets, accounts payable and accrued liabilities, related party line of credit and notes payable approximate their fair value
due to their short-term maturities.



Fair Value Measurements



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









F-11







The following table presents information about
the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value
hierarchy of those assets and liabilities as of December 31, 2022 and 2021:

|Schedule of fair value measurements on a recurring basis |  |         |   |  |         |   |   |         |  |   |                                                                                                                | 
|-------------------------------------------------------- |  | ------- | - |  | ------- | - | - | ------- |  | - | -------------------------------------------------------------------------------------------------------------- | 
|                                                         |  | Level 1 |   |  | Level 2 |   |   | Level 3 |  |   | Fair value at
                                                                               December 31, 2022 | 
|Liabilities:                                             |  |         |   |  |         |   |   |         |  |   |                                                                                                                | 
|Derivative liability                                     |  | $       | – |  |         | $ | – |         |  | $ | 148,165                                                                                                        | 



|                     |  | Level 1 |   |  | Level 2 |   |   | Level 3 |  |   | Fair value at December 31, 2021 | 
|-------------------- |  | ------- | - |  | ------- | - | - | ------- |  | - | ------------------------------- | 
|Liabilities:         |  |         |   |  |         |   |   |         |  |   |                                 | 
|Derivative liability |  | $       | – |  |         | $ | – |         |  | $ | 150,953                         | 



There were no transfers between Level 1, 2 or
3 during the period.



The table below presents the change in the fair
value of the derivative liability during the year ended December 31, 2021:

|Schedule of fair value of the derivative liability             |  |   |        
|-------------------------------------------------------------- |  | - | -------
|Fair value as of December 31, 2020                             |  | $ | –      
|Fair value on the date of issuance recorded as a debt discount |  |   | 95,715 
|Loss on change in fair value of derivatives                    |  |   | 55,238 
|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



Note 5 – Debt



Unsecured advances –third party



During the year ended December 31, 2021, the Company
received $605 in cash advances, had expenses paid on its behalf of $276 and made repayments on advances of $30,420. As of December 31,
2022 and 2021, the advances from third party balance were $18,223.



Notes payable



During the year ended
December 31, 2022, the Company entered into unsecured promissory notes totaling $78,000. The promissory notes bear interest at 12% per
annum and are payable on demand. As of December 31, 2022, the notes payable balance was $78,000, with accrued interest of $6,130.









F-12







Series 2019A 10% Unsecured Convertible Notes



In 2019, 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 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, 2022 and December 31, 2021, the balance due under these notes is $75,000, with accrued
interest of $26,481 and $17,481, respectively.



On October 1, 2019, the Company sold a 10% Unsecured
Convertible Note for $145,978 due on demand to settle accounts payable. The purchase price of the 10% Unsecured Convertible Note is equal
to the principal amount of the Note. The 10% Unsecured Convertible Note is convertible into shares of Common Stock at a conversion price
of $1.00 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 as a debt discount and additional paid in capital in October 2019.
The debt discount will be amortized over the term of the loan. The 10% Unsecured Convertible Note will accrue interest at the rate of
10% per annum payable quarterly, accruing from the date of issuance. As of December 31, 2022 and 2021, the balance due under this note
is $145,978, with accrued interest of $47,433 and $32,835, respectively.



Series 2020A 8% Unsecured Convertible Notes



In 2020, the Company sold $285,000
of Series 2020A 8%
Unsecured Convertible Notes with a maturity date of November 30, 2020. 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 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, 2022 and 2021, the
balance due to a third party under these notes is $200,000,
with accrued interest of $40,297
and $24,297,
respectively.



3% Secured Convertible Note



On July 1, 2020, the Company issued a $125,000
Secured Convertible Note to a related party for the 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, 2022, the balance due to a related party under this note net of unamortized discount
of $0, is $125,000, with accrued interest of $9,380. As of December 31, 2021, the balance due to a related party under this note net of
unamortized discount of $21,815, is $103,185, with accrued interest of $5,630.









F-13







AJB Convertible Note



On 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 increase to 15%. 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 debtholder 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 was $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 debtholder 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. The AJB Convertible Note is due and payable in November
2023 and are currently past due. Subsequent to December 31, 2022, the Note was extended to June 30, 2023. During the year ended
December 31, 2022, the Company recognized $180,000
of expense related to the debt modification. As of December 31, 2022 and 2021, the balance on the loan, net of unamortized discount
of $0
is $200,000,
with accrued interest of $7,400
and $0,
respectively.



As of December 31, 2022, the total derivative
liability on the above note was adjusted to a fair value of $148,165. 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 $0.13, volatility of 261.14% based
on a comparable company peer group, expected term of 0.50 years, risk-free rate of 4.76% and a dividend yield of 0%.



Note 6 – Stockholders’ Deficit



Common Stock



2022



On February 9, 2022, the Company extended the
maturity of a convertible note to May 10, 2022. In consideration of the extension, the Company issued the debtholder 180,000 shares of
common stock valued at $54,000.



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.



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.



During the year ended December 31, 2022, the Company
issued Gregory Schifrin 250,000 shares related to the Clearwater acquisition and 537,715 shares for services provided in 2022.









F-14







2021



On February 10, 2021, the Company issued 266,667
common shares as a commitment fee. The shares were valued at $0.92, the closing price of the Company’s stock on February 10, 2021.
During the year ended December 31, 2021, the Company recognized $245,334 of stock-based compensation related to this issuance.



On August 6, 2020, the Company entered into a
one-year investor relations consulting agreement. As consideration for its services under the Agreement, the Company agreed to pay to
the consultant 261,538 restricted shares of the Company’s common stock. The shares were valued at $1.56, the closing price of the
Company’s stock on August 6, 2020. During the year ended December 31, 2021, the Company issued the 261,538 shares related to this
agreement, settled the prior year accrual of $136,000 for 2020 services and recognized $272,000 of stock-based compensation for services
provided during the year ended December 31, 2021.



During the year ended December 31, 2021, the Company
received net proceeds of $10,000 from the exercise of 50,000 warrants. On July 15, 2020, the Company issued 500,000 shares for services
rendered pursuant to two investor relations agreements: 200,000 shares under a Services Agreement and 300,000 shares under a Consulting
Agreement. The shares were valued at $1.29, the closing price of the Company’s stock on July 15, 2020. The Services Agreement is
$7,500 per month and has a term of twelve months The Consulting Agreement is $7,500 per month and has an initial term of six months. If
the Consulting Agreement is not terminated at least thirty days prior to the end of the initial term, the term will continue for an additional
six months. During the year ended December 31, 2021 the Company recognized $322,250 of expense related to these shares.



Preferred Stock



In September 2020, the Company established a Series
B Convertible Preferred Stock (“Series B Preferred”) and authorized an aggregate of 5,000 shares with a par value of $0.001
per share and a stated value of $1,250.00 per share. The holders of outstanding Series B Preferred shall be entitled to receive dividends
at the annual rate of 10% based on the stated value per share. Dividends on the share of Series B Preferred shall be cumulative.



During the year ended December 31, 2021, the Company
accrued $80,112 for the Series A preferred stock dividend.



Effective May 31, 2021, the Company received notices
of Conversion from five of its Series A Convertible Preferred stockholders that they had elected to convert a total of 192,269 shares
of Series A Convertible Preferred Stock into an aggregate of 1,922,690 shares of Common Stock and $356,123 in accrued but unpaid dividends
on the Series A Shares into an aggregate of 356,123 shares of Common Stock Each share of Series A Convertible Preferred Stock was convertible
into ten shares of Common Stock. The Conversion Price of the Dividend Shares was $1.00 per share. On June 30, 2021, the Company issued
2,278,804 shares of common stock for the conversion of preferred stock and accrued dividends.



Stock Warrants, Stock Options and the 2017
Equity Incentive Plan:



Under the 2017 Equity Incentive Plan, the Company
is authorized to grant rights to acquire up to a maximum of 200,000 shares of common stock. The 2017 Plan provides for the grant of (1)
both incentive and nonstatutory stock options, (2) stock bonuses, (3) rights to purchase restricted stock and (4) stock appreciation rights.
As of December 31, 2021, the Company had 128,000 shares available for future grant.



On September 15, 2020, John Gibbs, a related party,
transferred 330,000 warrants to purchase common stock back to the Company. The warrants were accounted for as if they were returned and
re-granted. Deepak Malhotra, a member of the board, received 300,000 of the transferred warrants as compensation for services to be performed
over a one year term. The warrants were valued $386,764 and will recognized over the one year service period. During the year ended December
31, 2021, the Company recognized $257,842 of expense related to the issuance of these warrants. Mr. Malhotra exercised 50,000 warrants
in the third quarter of 2020. On May 31, 2021, Mr. Malhotra’s remaining 250,000 warrants were extended until May 31, 2022. The incremental
value of the warrant modification of $194,687 will be recorded over the remaining service period ending September 30, 2021. During the
year ended December 31, 2021, the Company recognized $194,687 of expense related to the warrant modification.









F-15







In May 2021, John Gibbs, a related party, transferred
75,000 warrants and five other warrant holders transferred 1,310,000 warrants to purchase common stock to various other holders. The transferred
warrants were all set to expire on May 31, 2021 and had an exercise price of $0.20. In May 2021, 1,185,000 of the warrants were exercised
resulting in proceeds to the Company of $237,000. On May 31, 2021 the remaining 200,000 transferred warrants were extended to May 31,
2022. These remaining warrants were exercised in June 2021 and resulted in proceeds to the Company of $40,000.



Stock option activity within the 2017 Equity Incentive
Plan and warrant activity outside the plan, for the years ended December 31, 2022 and 2021 is as follows:

|Schedule of stock option and warrant activity |  |  |               |  |  |   |                                 |  |  |  |            |  
|--------------------------------------------- |  |  | ------------- |  |  | - | ------------------------------- |  |  |  | ---------- | -
|                                              |  |  | Stock Options |  |  |   | Stock Warrants                  | 
|                                              |  |  | Shares        |  |  |   | Weighted Average Exercise Price |  |  |  | Shares     |  
|Outstanding at December 31, 2020              |  |  | 72,000        |  |  | $ | 2.00                            |  |  |  | 1,858,635  |  
|Granted                                       |  |  | –             |  |  |   | –                               |  |  |  | –          |  
|Cancelled                                     |  |  | –             |  |  |   | –                               |  |  |  | –          |  
|Expired                                       |  |  | –             |  |  |   | –                               |  |  |  | –          |  
|Exercised                                     |  |  | –             |  |  |   | –                               |  |  |  | (1,435,000 | )
|Outstanding at December 31, 2021              |  |  | 72,000        |  |  |   | 2.00                            |  |  |  | 423,635    |  
|Granted                                       |  |  | –             |  |  |   | –                               |  |  |  | –          |  
|Cancelled                                     |  |  | –             |  |  |   | –                               |  |  |  | –          |  
|Expired                                       |  |  | –             |  |  |   | –                               |  |  |  | (306,135   | )
|Exercised                                     |  |  | –             |  |  |   | –                               |  |  |  | –          |  
|Outstanding at December 31, 2022              |  |  | 72,000        |  |  | $ | 2.00                            |  |  |  | 117,500    |  
|Exercisable at December 31, 2022              |  |  | 72,000        |  |  | $ | 2.00                            |  |  |  | 117,500    |  



As of December 31, 2022, the outstanding stock
options have a weighted average remaining term of 4.82 years and had no intrinsic value, and the outstanding stock warrants have a weighted
average remaining term of 2.43 years and had no intrinsic value. As of December 31, 2021, the outstanding stock options have a weighted
average remaining term of 5.82 years and has no intrinsic value, and the outstanding stock warrants have a weighted average remaining
term of 1.25 years and an intrinsic value of $104,550.



Note 7 – Commitments and Contingencies



Mining Claims



As part of our acquisition of the Center Star
gold mine project, we acquire 15 Bureau of Land Management (“BLM”) unpatented mining claims and subsequently staked another
16 unpatented mining claims. In order to maintain the BLM lode \ claims, annual payments are required before the end of August of each
year. As of December 31, 2022, all of these claims are in good standing.









F-16







Note 8 – Executive Employment Agreement



Effective August 1, 2020, 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, 2022 and 2021, 435,000 and 255,000 restricted
stock units may be settled in shares of common stock, respectively. During the years ended December 31, 2022 and 2021, the Company recognized
$35,888 and $162,465 of stock-based compensation related to the agreement, respectively.



Note 9 – Related Party Transactions



Notes Payable - Related Parties



During the year ended
December 31, 2022, the Company entered into unsecured promissory notes with related parties totaling $53,000 with accrued interest of
$3,049. The promissory notes bear interest at 12% per annum and are payable on demand.



Unsecured advances – related party



During the year ended December 31, 2022, the CEO
of the Company paid $938 of expenses on the Company’s behalf. During the year ended December 31, 2021, a Director paid expenses
on behalf of the Company of $30,528 and the Company made payments on advances of $20,000. As of March 31, 2021, Mr. Power and Dr. Carson
are no longer considered related parties, and therefore all amounts due to them have been reclassified out of related party accounts.
As of December 31, 2022 and 2021, the advances from related party balance were $21,190 and $20,252, respectively.



Consulting Agreement



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 year ended December 31, 2022, the Company incurred consulting fees
of $6,000 related to this agreement.



Conflicts of Interests



Athena Silver Corporation (“Athena”)
is a company under common control. Mr. Gibbs is a significant investor in both Magellan and Athena. Magellan and Athena are both exploration
stage companies involved in the business of acquisition and exploration of mineral resources.



Silver Saddle Resources, LLC is also a company
under common control. Mr. Gibbs are significant investors and managing members of Silver Saddle. Magellan and Silver Saddle are both exploration
stage companies involved in the business of acquisition and exploration of mineral resources.



The existence of common ownership and common management
could result in significantly different operating results or financial position from those that could have resulted had Magellan, Athena
and Silver Saddle been autonomous.



As of March 31, 2021, Mr. Power and Dr. Carson
are no longer considered related parties, and therefore all amounts due to them have been reclassified out of related party accounts.









F-17







Accrued Interest - Related Parties



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

|Schedule of related party transactions (accrued interest) |  |                    |        |  |                    |  
|--------------------------------------------------------- |  | ------------------ | ------ |  | ------------------ | -
|                                                          |  | December 31,  2022 |        |  | December 31,  2021 |  
|Accrued interest payable – Mr. Gibbs                      |  | $                  | 12,130 |  |                    | $
|Accrued interest payable – Mr. Lavigne                    |  |                    | 1,517  |  |                    |  
|Accrued interest payable – Mr. Schifrin                   |  |                    | 9,380  |  |                    |  
|Accrued interest payable – Mr. Malhotra                   |  |                    | 1,841  |  |                    |  
|                                                          |  | $                  | 24,868 |  |                    | $





Note 10 – Income Taxes



Our net operating loss carry forward as of December
31, 2022 was $4,544,000, which may be used to offset future income taxes. Our net operating loss carry forward as of December 31, 2021
was $4,256,000, which may be used to offset future income taxes. Our reconciliation between the expected federal income tax benefit computed
by applying the federal statutory rate to our net loss and the actual benefit for taxes on net loss for 2022 and 2021 is as follows:

|Components of income tax benefit                      |  |                          |         |   |      |  
|----------------------------------------------------- |  | ------------------------ | ------- | - | ---- | -
|                                                      |  | Years Ended December 31, |        
|                                                      |  | 2022                     |         |   | 2021 |  
|Expected federal income tax benefit at statutory rate |  |                          | 60,378  |   |      | $
|State taxes                                           |  |                          | 10,063  |   |      |  
|Change in valuation allowance                         |  |                          | (70,441 | ) |      |  
|Income tax benefit                                    |  | $                        | –       |   |      | $



Our deferred tax assets as of December 31, 2022
and 2021 were as follows:

|Schedule of deferred tax assets       |  |              |            |   |      |  
|------------------------------------- |  | ------------ | ---------- | - | ---- | -
|                                      |  | December 31, |           
|                                      |  | 2022         |            |   | 2021 |  
|Deferred tax asset                    |  |              | 1,113,183  |   |      | $
|Valuation allowance                   |  |              | (1,113,183 | ) |      |  
|Deferred tax assets, net of allowance |  | $            | –          |   |      | $









F-18







Note 11 – Subsequent Events



On January 3, 2023, the Company (“Buyer”)
entered into an asset purchase agreement with Gold Express Mines, Inc (“Seller”). Pursuant to the agreement, the Seller sell
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 twelve unpatented mining claims. The purchase price for the assets
shall be 5,000,000 shares of the common stock of the Buyer valued at $0.20 per share.



On January 12, 2023, the Company entered
into a subscription agreement with a related party to issue 714,286 shares of common stock at $0.14 per share for total cash proceeds
of $100,000.



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.



On June 6, 2023, the Company entered into 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 69 unpatented mining claims located in Plumus County, CA. The Company paid Gold
Express Mines, Inc. $100,000 shall spend $400,000 on the Kris Project in allowable expenditures over the next thirty-six months, assuming
permitting for the work is obtained. In the event that 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. MAG shall pay
for the annual Plumus County "notice of intent to hold" recording costs and any other Plumus County fees or taxes which accrue
during the earn-in period. These shall all be allowable expenses under the earn-in agreement.

































F-19







SIGNATURES



Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.





|                    | MAGELLAN GOLD CORPORATION                                                                                         
|------------------- | ------------------------------------------------------------------------------------------------------------------
|                    |                                                                                                                   
|                    |                                                                                                                   
|Date: July 17, 2023 | By: /s/ Michael B. Lavigne
    President, Principal Executive Officer, Principal Accounting
    Officer & Director



Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.



|SIGNATURE              |  | TITLE                                                 |  | DATE          | 
|---------------------- |  | ----------------------------------------------------- |  | ------------- | 
|                       |  |                                                       |  |               | 
|/s/ Michael B. Lavigne |  | Principal Executive and Accounting Officer & Director |  | July 17, 2023 | 
|Michael B. Lavigne     |  |                                                       |  |               | 
|                       |  |                                                       |  |               | 
|/s/ Mark Rodenbeck     |  | Director                                              |  | July 17, 2023 | 
|Mark Rodenbeck         |  |                                                       |  |               | 
|                       |  |                                                       |  |               | 
|/s/ Greg Schifrin      |  | Director                                              |  | July 17, 2023 | 
|Greg Schifrin          |  |                                                       |  |               | 
|                       |  |                                                       |  |               | 
|/s/ Deepak Malhotra    |  | Director                                              |  | July 17, 2023 | 
|Deepak Malhotra        |  |                                                       |  |               | 























45