Magellan Copper & Gold (MAGE) appoints M&K CPAs as new auditor after long Malone Bailey tenure

Rhea-AI Filing Summary

Magellan Copper & Gold Corp. has changed its independent auditor. On January 6, 2026, the company dismissed Malone Bailey, LLP and engaged M&K CPAs, PLLC as its new independent registered accounting firm, with the change approved by the Board of Directors.

The company states there were no disagreements with Malone Bailey on accounting principles, financial disclosures, or audit procedures, and no reportable events as defined under SEC rules. Malone Bailey’s prior audit reports on financial statements for the years 2010 through 2024 each included an explanatory paragraph about the company’s ability to continue as a going concern. Magellan also obtained a letter from Malone Bailey to the SEC agreeing or disagreeing with the disclosed statements, which is filed as an exhibit. The company reports it has not previously consulted M&K on accounting or auditing matters during the past two years and interim period.

Insights

Equity research analyst

Auditor change with no reported disputes but continued going concern context.

Magellan Copper & Gold Corp. replaced long-time auditor Malone Bailey, LLP with M&K CPAs, PLLC, effective January 6, 2026. The Board approved the dismissal, and the company explicitly states there were no disagreements on accounting principles, disclosures, or audit scope, and no reportable events as defined in SEC rules.

Malone Bailey’s audit reports on years 2010–2024 all contained an explanatory paragraph about Magellan’s ability to continue as a going concern, highlighting ongoing financial risk that investors should already be familiar with from prior reports. The company also notes it did not consult M&K on specific accounting treatments or audit opinions during the last two years and interim period, suggesting this is not a pre-cleared opinion shift.

The filing also includes a letter from Malone Bailey to the SEC regarding the accuracy of the company’s description of the relationship. Subsequent annual and quarterly reports after January 6, 2026 will show how M&K approaches the going concern assessment and any changes in financial statement presentation, which may help investors understand continuity versus change in audit perspective.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2026

MAGELLAN COPPER & GOLD CORP.
(Exact Name of Registrant as Specified in its Charter)

Nevada		000-54658		27-3566922
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification number)

602 Cedar Street, Suite 205 Wallace, Idaho		83873
(Address of principal executive offices)		(Zip Code)

(208) 556-1600

(Registrant's telephone number, including area code)

Magellan Gold Corporation

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.     ☐

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

On January 6, 2026, the Company dismissed Malone Bailey, LLP (“Malone Bailey”) as its independent registered accounting firm. On January 6, 2026, the Company engaged M&K CPAs, PLLC (“M&K”) as its new independent registered accounting firm.

The decision to dismiss Malone Bailey was approved by the Company’s Board of Directors.

Since Malone Bailey’s appointment as the Company’s independent registered accounting firm in 2011 and through January 6, 2026, there were (i) no disagreements between the Company and Malone Bailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Malone Bailey, would have caused Malone Bailey to make reference thereto in their reports on the Company’s financial statements; and (ii) no “reportable events”, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Malone Bailey issued audit reports on the Company’s financial statements as of and for the years ended December 31, 2010 through December 31, 2024. The financial statements as of and for the years ending December 31, 2010 through 2024 included an explanatory paragraph concerning the Company’s ability to continue as a going concern.

The Company provided Malone Bailey with a copy of this Form 8-K and requested that Malone Bailey furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Malone Bailey agrees with the above statements. The letter from Malone Bailey is filed as an exhibit to this report.

During the two years ended December 31, 2024, and the subsequent interim period through January 6, 2026, the Company has not consulted with M&K regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that M&J concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number		Description
16		Letter from Malone Bailey, LLP
104		Cover Page Interactive Data File (formatted as Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MAGELLAN COPPER & GOLD CORP.
Date: January 7, 2026	By:	/s/ Michael Lavigne
	Name:	Michael Lavigne
	Title:	Chief Executive Officer

3

FAQ

What did Magellan Copper & Gold Corp. (MAGE) announce regarding its auditor?

Magellan Copper & Gold Corp. disclosed that on January 6, 2026, it dismissed Malone Bailey, LLP as its independent registered accounting firm and engaged M&K CPAs, PLLC as its new auditor. The decision was approved by the company’s Board of Directors.

Were there any disagreements between Magellan Copper & Gold Corp. and Malone Bailey, LLP?

The company states there were no disagreements with Malone Bailey on accounting principles or practices, financial statement disclosure, or audit scope or procedures, and that there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

How did Malone Bailey, LLP report on Magellan Copper & Gold Corp.’s going concern status?

Malone Bailey issued audit reports on Magellan’s financial statements for the years ended December 31, 2010 through December 31, 2024, and each set of financial statements included an explanatory paragraph about the company’s ability to continue as a going concern.

Did Magellan Copper & Gold Corp. consult M&K CPAs, PLLC before appointing them auditor?

Magellan states that during the two years ended December 31, 2024 and the interim period through January 6, 2026, it did not consult with M&K about the application of accounting principles, the type of audit opinion that might be issued, or any matters involving disagreements or reportable events.

What additional document from Malone Bailey, LLP is included with Magellan Copper & Gold Corp.’s report?

The company provided Malone Bailey with a copy of the disclosure and requested a letter to the SEC indicating whether they agree with the statements. A letter from Malone Bailey, LLP addressing this point is filed as Exhibit 16.

Does Magellan Copper & Gold Corp. (MAGE) list any securities on an exchange in this report?

The report’s securities table shows N/A for the title of each class, trading symbol, and exchange, indicating no exchange-listed securities are identified in this disclosure.