MAGE 10-K & 10-Q changes, risk factors and insider trading

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 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 regarding theour Properties,properties, and 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 theour Properties,properties, such study will conclude that none of the identified mineral mineral deposits can be economically and legally extracted or produced. If we cannot adequately confirm or discover any mineral reserves of precious metals on theour Properties,properties, we may not be able to generate any revenues. Even if we discover mineral reserves on our the Propertiesproperties 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 several factors beyond our control, including 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.financing.

If we discover ore at theour Properties,properties, we expect that 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 theour Propertiesproperties are successful, we may not be able to raise the funds necessary to develop theour Properties.properties.

If our exploration efforts at our prospects are successful, successful, of which there can be no assurance, our current estimates indicate that we may be required to raise substantial external financing to 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 Propertiesproperties 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.properties. 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.statements.

We may not be able to obtain permits required for for development of theour Properties.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.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 theour Propertiesproperties may also be opposed by environmental groups. In addition, mining projects require the evaluation of environmental impacts foron 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 theour Propertiesproperties are evaluated and based on which potential mitigation measures would be proposed. If theour Propertiesproperties were found to impact the baseline conditions significantly adversely, we could incur significant additional costs to avoid or mitigate the adverse impact, and delays in the development of Properties could result.

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, 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. properties.

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 copper and gold. The market prices for metals are volatile and are affected by numerous factors beyond our control, including:

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

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 existingmining miningclaims claims or operations. The effect of any such revisions on our operations cannot be determined conclusively until any 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 theour Propertiesproperties and to explore and develop other mineral projects.

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

To the extent we are subject to environmental liabilities, liabilities, the settlement of such liabilities or the costs that we may incur to remedy environmental pollution would reduce funds otherwise available 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 remedy an environmental problem, itwe might be required to suspend operations or enter interim compliance measures pending completion of the required remedy. The environmental standards that may ultimately be imposed at a mine site impact the cost of remediation and may exceed theany 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 parties may bring lawsuits based upon damage to property and injury to persons resulting from the environmental, health and safety impacts of of our operations, which could lead to the imposition of substantial fines, remediation costs, penalties, and other civil and criminal sanctions. sanctions. Substantial costs and liabilities, including those required for restoring the environment after the closure of mines, are inherent in our 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.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 dramaticmaterial 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.

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

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 In connection with any future acquisitions, we may incur indebtedness or issue equity securities, resulting in increased interest expense,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.

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. 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.SEC. 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.

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 of a 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 Commonprice Shareof price.the Company’s common stock.

Although the Company has or will receive title opinions 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 or impugned. The Company has not conducted surveys of the claims in which it holds direct or indirect interests and, therefore the precise precise area and location of theour properties may be in doubt. The Company’s properties may be subject to prior unregistered agreements or 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.

We do not currently insure against all the risks and and hazards of mineral exploration, development and mining operations. Our business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment, natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to our mineral properties or facilities, personal injury or death, environmental damage to our properties or theour properties of third parties, delays in the ability to undertake exploration, monetary losses and possible legal liability for any of the foregoing.

We have not applied to have our shares listed on a major stock exchange such asor NASDAQ, and we do not plan to do so in the foreseeable future. The OTC market for securities has experienced extreme extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as commodity prices and 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.

Trading in our securities is on the OTCOTCID PINK MARKET 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 and quotations as to the price of our common stock.

Since our shares are not listed on a national stock 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 the market price for our shares is less than $5.00 per share, to several regulations known as the “penny stock rules”. The 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 theseThese 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 were incorporated on September 28, 2010, in Nevada. Nevada. Our principal business is the acquisition and exploration of mineral resources. We have not presently determined whether theour properties to which we have mineral rights contain mineral reserves that are economically recoverable.

During the year ended December 31, 2024,2025, our total operating expenses includedwere general and administrative expenses of $742,503$281,548 as compared to $1,424,336 during the year ended December 31, 2023. The $681,833 decrease is primarily associated with the $1,194,274 impairment expense related to the Golden Idaho project and development costs$742,503 during the year ended December 31, 2023.2024. The $460,955 decrease is primarily associated with the $422,565 impairment expense related to the Blue Jacket and Cuprum project and development costs during the year ended December 31, 2024.

During the year ended December 31, 2023,2025, the Company entered into unsecureda promissorysubscription notesagreement totalingto $22,000.issue 1,000,000 shares of common stock at $0.14 per share for total cash proceeds of $140,000.

Net cash used in operating activities during the year ended December 31, 20242025 was $142,703$36,959 and was mainly comprised of our $769,810$432,025 net loss during the year,period, adjusted by $422,565non-cash charges of $100,000 of impairment expense, $29,666 of stock compensationcompensation, of $61,983, $16,329 gainloss on conversion of debt of $19,950 and $39,285a gainloss on change in derivative liability liability.of $52,593. In addition, it reflects changes in operating assets and liabilities of $198,173.$192,857.

Net cash used in operating activities during the year year ended December 31, 20232024 was $70,543$142,703 and was mainly comprised of our $1,464,036$769,810 net loss during the year, adjusted by $1,194,274$422,565 of impairment impairment expense, stock compensation of $24,542, accretionexpense of discounts$61,983, $16,329 gain on notes payableconversion of $10,000debt and $61,722$39,285 gain on change in derivative liability. liability. In addition, it reflects changes in operating assets and liabilities of $226,399.$198,173.

Results of Operations for the three months ended MarchJune 31,30, 2026 and 2025

During the the three months ended MarchJune 31,30, 2026, our total operating expenses included general and administrative expenses of $113,041$84,468 as compared compared to $53,036$47,314 during the three months ended MarchJune 31,30, 2025. The $55,005$37,154 change was mainly related to anthe increase$25,000 inimpairment professionalexpense related fees.to the Ophir Creek Placer Gold mineral rights and properties.

During the three months ended MarchJune 31,30, 2026, total other expense was $55,912$154,118 as compared to $126,104other income of $49,705 during the three months ended MarchJune 31, 30, 2025. The $70,192$203,823 change was mainly related to change in derivative liability.

Our unaudited 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 MarchJune 31,30, 2026, we had not yet generated sufficient revenues or achieved profitable operations, and we have accumulated losses of $22,364,566.$22,603,152. We expect to incur further losses in the development of our business, all of which raises 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, of which there can be no assurance.

At MarchJune 31,30, 2026, we had $504$1,205 in cash and a a $2,264,897$2,496,301 working capital deficit. This compares to cash of $547 and a working capital deficit of $2,093,260 at December 31, 2025.

Net cash used in operating activities during the threesix months ended MarchJune 31,30, 2026 was $5,893$15,192 and was mainly comprised of our $168,953$407,539 net loss during the period, adjusted by non-cash charges charges$25,000 of $11,466impairment expense, $18,648 of stock compensation, and a loss on change in derivative liability of $33,479.$164,915. In addition, it reflects changes in operating assets and liabilities of $118,115.$183,784.

Net cash used in operating activities during the threesix months ended MarchJune 31,30, 2025 was $21,708$26,917 and was mainly comprised of our $184,140$181,749 net loss during the period, adjusted by a non-cash charges of $8,220$14,259 of stock compensation, loss on conversion of debt of $19,950 and a loss on change in derivative liability of $82,811.$15,042. In addition, it reflects changes in operating assets and liabilities of $51,451.$105,581.

During the threesix months ended MarchJune 31,30, 2026, net cash provided by financing activities was $5,850$15,850 comprised of $20,000$30,000 in proceeds from advances from third parties offset by the repurchase of common stock, related party of $14,150.

During the threesix months ended MarchJune 31,30, 2025, net cash provided by financing activities was $26,610 comprised of $140,000 in proceeds from sale of common stock were offset by repayment of notes payable of $20,000 and repayment of advances of $93,390.