OTC: MGNC

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Note A: “Mineral resource” is
a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity
that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into
account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable
technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory
of all mineralization drilled or sampled. [Source: Item 1300 of Regulation S-K]

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Properties

On January 19, 2026, we entered
into the Properties Agreement to acquire certain mineral rights to the Hicks Dome Project and the Kingman Project. The consideration payable
under the Properties Agreement consists of (a) $300,000 in cash, payable in installments through the second anniversary of closing as
described below, and (b) 2,000,000 shares of our common stock. For purposes of the Properties Agreement, the 2,000,000 shares of common
stock issued to the seller were assigned a "deemed price" of $5.00 per share, resulting in a contractual purchase price under
the Properties Agreement of $10,300,000. The $5.00 per share figure is a deemed value negotiated by the parties for purposes of the Properties
Agreement only; it does not represent the market price or the fair value of our common stock on the date of the Properties Agreement and
is not used in our financial statements.

For purposes of our financial
statements, we are required to measure the 2,000,000 shares of common stock issued in the acquisition at the closing market price of our
common stock on January 19, 2026, the date of the Properties Agreement, of $0.80 per share. The total acquisition cost recognized in our
financial statements is therefore $1,900,000, consisting of the $300,000 of cash consideration and $1,600,000 of share consideration (2,000,000
shares × $0.80), and is reflected as "Mining Assets" in our balance sheet at April 30, 2026. See Notes 5 and 10 to our
financial statements.

The
cash portion of the consideration is payable as follows: $25,000 within 30 days of closing (which due date has been extended by 60 days
by oral agreement); $25,000 within 90 days of closing; $25,000 within 120 days of closing; $125,000 on the first anniversary of closing;
and $100,000 on the second anniversary of closing. In addition, under the Properties Agreement, the seller retained a 2% net smelter return
royalty on any commodities produced from the Properties or from the Area of Interest by us or any affiliate of ours. Our minimum work-program
commitments are $100,000 for calendar year 2026 and $200,000 for calendar year 2027. We currently lack the capital with which to satisfy
these work-program requirements.

Summary of Mineral Properties

The following summary information
is provided pursuant to Item 1303(b) of Regulation S-K with respect to all of our mineral properties. We hold mineral rights in two project
areas: (i) the Hicks Dome Project, located in Hardin County, Illinois, consisting of fee mineral rights in and to 21 parcels of real property;
and (ii) the Kingman Project, located in Mohave County, Arizona, consisting of three (3) unpatented lode mining claims situated on lands
administered by the U.S. Bureau of Land Management. We acquired all of our mineral rights pursuant to the Properties Agreement described
above. Both of our mineral properties are at the exploration stage. We have not commenced exploration activities on either property and
we have not declared any mineral reserves or mineral resources (as such terms are defined in Item 1300 of Regulation S-K) with respect
to either property. No qualified person, as defined in Item 1300 of Regulation S-K, has prepared a technical report summary with respect
to either property, and accordingly no exploration results, mineral resource estimates or mineral reserve estimates are disclosed in this
Annual Report.

We consider each of the Hicks
Dome Project and the Kingman Project to be material to our company, because together they constitute substantially all of our mineral
property holdings and the focus of our planned business operations. We do not currently hold any mineral properties that we consider to
be non-material. Individual property disclosure required by Item 1304 of Regulation S-K with respect to each of these material properties
is set forth below.

All of our mineral properties
are subject to a 2% net smelter return royalty in favor of the seller under the Properties Agreement on any commodities produced from
the Properties or from the Area of Interest (as defined in the Properties Agreement). Other than this royalty and the minimum work-program
commitments described under “Properties Agreement” above, the Properties are not subject to any material encumbrances. We
do not currently hold, and have not applied for, any material federal, state or local permits required to conduct mining operations on
the Properties. The Properties have not been the subject of any modern exploration program conducted by or on behalf of our company.

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Individual Property Disclosures

Hicks Dome Project (Material
Property).

Location, Access and Infrastructure.
The Hicks Dome Project area is located in Hardin County in far southeastern Illinois, within the Illinois–Kentucky fluorspar district.
It lies approximately 120 miles (190 km) southeast of St. Louis, about 160 miles (260 km) south of Indianapolis, and roughly 140 miles
(225 km) north of Nashville. The dome is situated near the small town of Rosiclare, along the Ohio River, at approximately 37° 33′
North latitude and 88° 23′ West longitude (approximately 37.55° N, 88.38° W), near the community of Karbers Ridge in
Hardin County, Illinois. These coordinates describe the approximate area central to the 21 parcels (the “properties”) of private
mineral rights in that comprise the Hicks Dome Project which collectively cover approximately 1,334 gross acres. The properties are accessible
by various state and county roads from the town of Rosiclare, Illinois. We do not currently maintain any infrastructure, buildings, fixed
assets, processing facilities or sources of power or water at the property. Sources of power and water adequate to support any future
mining operations will need to be identified, permitted and developed as part of any future exploration or development program. [See
Figure 1 and Figure 2 below.]

Figure 1. General location
of the Hicks Dome Project within the State of Illinois.

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Figure 2. Some of the mineral claims
(shaded shapes) over Hicks Dome within Hardin Country, Illinois.

Title, Mineral Rights and
Encumbrances. We hold the mineral rights to the 21 parcels comprising the Hicks Dome Project pursuant to the Properties Agreement.
The mineral rights are subject to a 2% net smelter return royalty in favor of the seller and to the minimum annual work-program commitments
described under “Properties Agreement” above. We have not obtained an independent legal opinion or title report confirming
the status of title to all parcels, and the validity, sufficiency and priority of our mineral rights are subject to customary risks associated
with mineral title in the United States.

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History. The area surrounding
the Hicks Dome Project was historically the site of fluorspar mining operations conducted by third parties. We did not conduct, and were
not involved in, any historical operations at the property. We make no representation as to the results, accuracy or completeness of any
historical exploration or production activities conducted by third parties at or near the property.

Present Condition and Current
Activities. The Hicks Dome Project is an exploration-stage property. We have not commenced any exploration activities at the property.
No mineral reserves or mineral resources have been declared on the property as defined in Item 1300 of Regulation S-K. No qualified person
has prepared a technical report summary, and we do not disclose any exploration results, sampling results, drill results or mineral resource
or reserve estimates with respect to the property. Any future exploration program will be subject to our ability to obtain adequate capital,
qualified personnel and required permits, none of which is currently in place.

Permits and Environmental
Matters. We do not currently hold any material permits or governmental approvals with respect to the Hicks Dome Project. Conducting
exploration, development or mining activities on the property will require a variety of federal, state and local permits and approvals,
none of which has been applied for to date.

Proposed Exploration Program.
To the extent we are able to obtain adequate capital, we intend to conduct a progressive phased exploration program within the various
Hicks Dome Properties, subject to the retention of a qualified person as defined by S-K 1300 and continued full compliance with the
requirements applicable to activity on Illinois State mining claims. We currently anticipate that our initial phase would consist of the
compilation and review of available historical data relating to the historic exploration results within the area as well as geologic mapping
and geochemical sampling, All geologic work is to be under the direct supervision of a qualified person and rock samples taken for geochemical
analysis will be collected and analyzed by strict Quality Assurance and Control procedures, with all geochemical work conducted by a certified
and independent laboratory. Any subsequent exploration will be based on available funding and the results of the initial phase. Within
our Properties Agreement we have established expenditure commitments for the properties and that this time we have not yet commenced any
exploration activities on the Hicks Dome Project or established a budget or timetable for this program, and any exploration will depend
on our ability to raise capital and to maintain the unpatented mining claims in good standing.

Kingman Project (Material
Property).

Location, Access and Infrastructure.
The Kingman Rare Earth project is located at the historic Kingsman Feldspar Mine located about just outside of city boundaries of
Kingman in Mohave Couty, Arizona. The area sits within the base of the east facing foothills of the Cerbat Range near its southern termination.
The project is composed of three unpatented lode mining claims covering a combined 60 acres with the main historic area withing Section
26, T22N, R17W of the Kingman 7.5 min. quadrangle USGS map laying at an elevation of approximately 4200 ft. The center point of this historic
portion lays at 767,190 E and 3,906,907 N (NAD 83, UTM Zone 11S). Access to the claim area can be reached via Camelback Boulevard off
of Stockton Hill Road, within Kingman. Direct access is to the historic mine site is provided by the Bull Mountain Mine Road, a gravel
road, that travels roughly 1400 ft up to the historic mine workings off Camelback Boulevard. [See Figure 3 and Figure 4 below.]

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Figure 3. General location
of the Kingman Project within the State of Arizona.

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Figure
4. Kingman Rare Earth Project (shaded square) near Kingman Arizona (city streets in white).

Title, Mineral Rights and
Encumbrances. Our mineral rights in the Kingman Project consist of three (3) unpatented lode mining claims acquired pursuant to the
Properties Agreement. Unpatented mining claims are held under the General Mining Law of 1872, which requires the payment of annual maintenance
fees to the U.S. Bureau of Land Management and the timely filing of certain documents in order to maintain the claims in good standing.
Failure to comply with these requirements would result in the loss of the claims. The mineral rights are subject to a 2% net smelter return
royalty in favor of the seller and to the minimum annual work-program commitments described under “Properties Agreement” above.
We have not obtained an independent legal opinion or title report confirming the status of title to the claims, and the validity, sufficiency
and priority of our claims are subject to customary risks associated with unpatented mining claims on federal land.

History. The area covered
by the Kingman Project includes the site of the historic Kingman Feldspar Mine, which was operated by third parties from approximately
the 1920s through the late 1980s for the production of feldspar. We did not conduct, and were not involved in, any historical operations
at the property. We make no representation as to the results, accuracy or completeness of any historical exploration or production activities
conducted by third parties at or near the property.

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Present Condition and Current
Activities. The Kingman Project is an exploration-stage property. The property is not in production. We have not commenced any exploration
activities at the property. No mineral reserves or mineral resources have been declared on the property as defined in Item 1300 of Regulation
S-K. No qualified person has prepared a technical report summary, and we do not disclose any exploration results, sampling results, drill
results or mineral resource or reserve estimates with respect to the property. Any future exploration program will be subject to our ability
to obtain adequate capital, qualified personnel and required permits, none of which is currently in place.

Permits and Environmental
Matters. We do not currently hold any material permits or governmental approvals with respect to the Kingman Project. Conducting exploration,
development or mining activities on the property, including operations on federal lands administered by the U.S. Bureau of Land Management,
will require a variety of federal, state and local permits and approvals, none of which has been applied for to date.

Proposed Exploration Program.
To the extent we are able to obtain adequate capital, we intend to conduct a progressive phased exploration program on the Kingman Project,
subject to the retention of a qualified person as defined by S-K 1300 and continued full compliance with the requirements applicable
to unpatented mining claims on federal land. We currently anticipate that our initial phase would consist of the compilation and review
of available historical data relating to the historic exploration results within the area as well as geologic mapping and geochemical
sampling, All geologic work is to be under the direct supervision of a qualified person and rock samples taken for geochemical analysis
will be collected and analyzed by strict Quality Assurance and Control procedures and with geochemical results conducted by a certified
and independent laboratory. Any subsequent exploration will be based on available funding and the results of the initial phase. We have
not yet commenced any exploration activities on the Kingman Project or established a budget or timetable for this program, and any exploration
will depend on our ability to raise capital and to maintain the unpatented mining claims in good standing.

Internal Controls over Exploration Activities
and the Estimation of Mineral Resources and Mineral Reserves

The following disclosure is
provided pursuant to Item 1305 of Regulation S-K. We are an exploration-stage company. As of the date of this Annual Report, we have not
commenced any exploration activities on either of the Properties, we have not engaged a qualified person (as defined in Item 1300 of Regulation
S-K) to prepare a technical report summary, and we have not declared, and do not disclose in this Annual Report, any mineral resources,
mineral reserves or exploration results with respect to either of the Properties. Accordingly, we have not yet generated exploration data,
drilling, sampling or assay results, or mineral resource or mineral reserve estimates that would be subject to internal controls.

We have not yet adopted formal
internal controls specifically governing exploration activities or the estimation of mineral resources and mineral reserves. Before we
commence exploration activities, we intend to implement internal controls designed to provide reasonable assurance regarding the reliability
of our exploration data and of any future mineral resource or mineral reserve estimates. We expect that these controls will include: (i)
the retention of one or more qualified persons to design, supervise and review our exploration programs and to prepare any technical report
summary, mineral resource estimate or mineral reserve estimate; (ii) the use of industry-standard protocols for the collection, handling,
custody and documentation of geological samples, including chain-of-custody procedures; (iii) the submission of samples to independent,
accredited analytical laboratories, together with the insertion of quality-assurance and quality-control samples (such as certified reference
materials, blanks and duplicates) into sample streams and the review of laboratory results against those controls; (iv) the verification
and validation of exploration data, including independent review of drill-hole and assay databases, before that data is used in any estimate;
and (v) review and approval by the qualified person of the assumptions, methodologies and results underlying any mineral resource or mineral
reserve estimate, and of the related disclosure in our filings.

Until we engage a qualified
person and commence exploration activities, the foregoing controls will not be operative, and our board of directors and management will
be responsible for overseeing the development and implementation of these controls. There can be no assurance that we will be able to
retain a qualified person or implement these controls on a timely basis or at all.

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No History of Modern Exploration

Neither of the Properties
has any history of modern exploration conducted by us, any mineral reserves or mineral resources declared in accordance with Item 1300
of Regulation S-K, or any technical report summary prepared by a qualified person. We have not produced, and we do not currently produce,
any rare earth elements or other commodities from the Properties.

Rare Earth Industry

Rare Earth Elements (REE)
have come to form the foundation of modern technologies and industries and have become nearly irreplaceable in many circumstances. REE
stand as critical inputs in the building of an array of modern technologies, including electronics, physical artificial intelligence,
transportation and robotics, that are now embedded in our lives.

By economic value, neodymium-praseodymium
(previously defined as “NdPr,” also referred to as “PrNd” or “didymium”) is the largest segment of
the REE market. NdPr is primarily used in NdFeB permanent magnets for electric machines such as EV traction motors, wind power generators,
drones, robotics, electronics and a growing list of other applications. The rapid growth of these and other end-use markets is expected
to drive substantial demand growth for NdPr and NdFeB magnets in the years ahead.

The REE group includes 17
elements, primarily the 15 lanthanide elements. Lanthanum, cerium, praseodymium, neodymium and promethium are considered “light”
REE (“LREE”); samarium, europium and gadolinium are often referred to as “medium” REE; while terbium, dysprosium,
holmium, erbium, thulium, ytterbium and lutetium are considered “heavy” REE (“HREE”). Two additional elements,
yttrium and scandium, are often classified as HREE although they are not lanthanides. Depending upon the rare earth-bearing mineral, the
relative abundance of light, medium and heavy REE will differ.

The aggregate global market
for rare earth oxides (REO) totaled approximately 252,000 metric tons (MTs) in 2025 and is expected to grow at a compound annual growth
rate (CAGR) of approximately 6.0% through 2040, according to research by Adamas Intelligence Inc.

Competition

The pricing and demand for
rare earth elements on a worldwide basis is affected by numerous factors beyond our control. China is projected to continue to account
for a substantial portion of global neo production in the near future. China dominates the manufacture of metals and neo magnets from
rare earths, capabilities that are not currently materially present in the United States, and the Chinese Central Government regulates
production via quotas and environmental standards. Over the past few years, there has been significant restructuring of the Chinese
markets in line with China Central Government policy. Assuming that we reach anticipated production rates for neo magnets and other planned
downstream products and subsequently become fully operational and integrated, increased competition may lead our competitors to engage
in predatory pricing or other behaviors designed to inhibit our further downstream integration. Any increase in the amount of neo magnets
or related products available in the market, including those exported from other nations would result in increased competition and may
result in price reductions, reduced margins or loss of potential market share, any of which could materially adversely affect our profitability.
As a result of these factors, we may not be able to compete effectively against current and future competitors.

Environmental, Health and Safety Laws
and Regulations

The numerous and extensive
federal, state and local environmental, health and safety laws and regulations to which the Company may be subject include the laws and
regulations listed below. Violation of such laws and associated regulatory programs can result in civil, criminal and administrative penalties
and substantial liability for the costs of correcting violations and remediating any environmental damage caused by the violations. Under
certain statutes, private citizens may bring enforcement suits. We expect to maintain regular communication with regulatory bodies to
stay updated on any changes or additional requirements.

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Arizona and Illinois
Regulatory Matters. Our Arizona Property is under the jurisdiction of the Federal Bureau of Land Management (BLM) and any effluent
produced under the jurisdiction of the Arizona Department of Environmental Quality, while our Illinois Property is under the jurisdiction
of the IDNR Office of Mines and Minerals for mining, as well as the Illinois Environmental Protection Agency and National Pollutant Discharge
Elimination System (NPDES) for any waste products. The processes of permit approval is often time-consuming and may result in significant
costs, liabilities and obligations, impose conditions that are difficult to achieve or otherwise delay, limit or prohibit current or planned
mining operations.

Mine Health and Safety
Laws. To fully adhere to the safety standards enforced by the Mine Safety and Health Administration (“MSHA”)
under the Federal Mine Safety and Health Act of 1977, we plan to develop comprehensive mine safety and health programs in connection
with the commissioning of the Round Top Project’s mine if and when such commissioning occurs including, but not limited to, regular
MSHA inspections and reporting protocols, mandatory MSHA training programs (Part 46/48) for all personnel, implementation of emergency
response and hazard mitigation plans, and continuous monitoring of air quality, dust, noise, and other environmental health factors.

Surface Mining Control
and Reclamation. We may in the future, if and when the Round Top Project is a producing mine, be subject to applicable mining
controls and land reclamation requirements. These controls and requirements generally establish operational, reclamation, and closure
standards for surface mining operations. It is likely that we will need to meet comprehensive environmental protection and reclamation
standards during the course of, and upon completion of, mining activities, and any failure to meet such standards may subject us to fines,
penalties, or other sanctions.

Endangered Species Act.
The Endangered Species Act (“ESA”) and comparable state statutes regulate activities that could have an adverse effect on
threatened and endangered species, including the habitat and ecosystems upon which they depend. Compliance with ESA requirements can significantly
delay, limit, or even prevent the development of projects, including the development of mining claims, and can also result in increased
development costs. In addition, the ESA authorizes both civil and criminal penalties for ESA violations and authorizes citizen suits against
any person alleged to be in violation of the ESA.

National Environmental
Policy Act. The National Environmental Policy Act (“NEPA”) require agencies to integrate environmental considerations
into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuance of permits
to mining facilities, and assessing alternatives to those actions. If a proposed federal action could significantly affect the environment,
the agency must prepare a detailed statement known as an Environmental Impact Statement (“EIS”). The United States Environmental
Protection Agency (the “EPA”), other agencies, and any interested third parties may review and comment on the scoping
of the EIS and the adequacy of and findings set forth in the draft and final EIS. This process can cause delays in issuance of required
permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility
of a proposed project.

Clean Water Act.
The Clean Water Act (“CWA”) and comparable state statutes impose restrictions and controls on the discharge of pollutants
into waters of the United States (or state waters under state laws). The CWA can regulate storm water from mining facilities and
require a storm water discharge permit for certain activities. The CWA and regulations implemented thereunder also prohibit discharges
of dredged and fill material in wetlands and other waters of the United States unless authorized by an appropriately issued permit.
CWA regulations and controls generally have become more stringent over time, and it is possible that additional restrictions will be imposed
in the future.

Safe Drinking Water
Act. The Safe Drinking Water Act and comparable state statutes, the Underground Injection Control program, and related state-administered programs
regulate the drilling and operation of subsurface injection wells.

Clean Air Act. The
Clean Air Act (“CAA”) and comparable state statutes govern the emission of air pollutants from many stationary and mobile
sources, including mining, beneficiation, and processing activities. Our operations may produce air emissions, including fugitive dust
and other air pollutants, from stationary equipment, storage facilities, and the use of mobile sources, such as trucks and heavy construction
equipment, that are subject to review, monitoring, control requirements and emission limits under the CAA and state air quality laws.
New sources, equipment or process enhancements, including with respect to the growth of our operations and Stage II optimization
projects, may require additional permits, and existing sources may be required to incur capital costs to remain in compliance. In addition,
permitting rules and issued permits or licenses may impose conditions or other limitations on production levels or result in additional
capital or other expenditures to comply with such rules or permits.

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Comprehensive Environmental,
Response, Compensation, and Liability Act (“CERCLA”). CERCLA and comparable state laws impose strict, joint and
several liability on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous
substances found at such sites, regardless of the lawfulness of the original activities that led to the contamination. Moreover, current
owners or operators of sites can be held liable for contamination caused by others, including former owners or operators, even if the
current owners or operators did not contribute to the contamination. CERCLA authorizes the EPA and, in some cases, third parties to take
actions in response to threats to public health or the environment and to seek to recover from the potentially responsible parties the
costs of such actions.

Resource Conservation
and Recovery Act (“RCRA”). RCRA and comparable state statutes govern the generation and disposal of solid waste
and hazardous waste. Although certain mining, beneficiation, and mineral processing wastes currently are exempt from regulation as hazardous
wastes under RCRA, EPA has limited the disposal options for certain wastes designated as hazardous wastes under RCRA. It is possible
that wastes generated by our operations may in the future be designated as hazardous wastes and may therefore become subject to more rigorous
and costly management, disposal, and clean-up requirements.

Atomic Energy Act. The
Nuclear Regulatory Commission (“NRC”), pursuant to its authority under the Atomic Energy Act of 1954, as amended,
oversees the regulatory framework governing the control of radioactive materials, including beneficiation and processing of rare earths
that contain radioactive source materials such as uranium and thorium. The NRC is responsible for issuing licenses that govern the handling
of source material involving certain concentrations of radioactive material. Our operations, once the Properties begin mining operations,
including waste generation, may be subject to NRC regulations in order to receive title to, possess, use, transfer, deliver or export
source and byproduct materials.

Workers’ Compensation
Laws. Workers’ compensation laws in the states in which we operate govern our compensation of employees for work-related injuries.
Agencies in those states consider changes in workers’ compensation laws from time to time. Our costs will vary based on the number
and severity of accidents that may occur at our facilities and our costs of addressing these claims. We are insured under various workers’
compensation programs for our operations at our facilities.

Employees

We currently conduct our operations
through the efforts of our three executive officers. Once we commence development of the Properties, we expect that we will hire a significant
number of employees over time.

Available Information

We expect to continue to file
annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, proxy statements and other information with
the SEC. Any materials filed by our company with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street,
NE, Washington, D.C. 20549. Information on the operation of the SEC’s Public Reference Room is available by calling the SEC at 1-800-SEC-0330.
The SEC maintains a website that contains annual, quarterly and current reports, proxy statements and other information that issuers (including
our company) file electronically with the SEC. The Internet address of the SEC’s website is http://www.sec.gov. We
also provide a link on our website to our reports, amendments thereto and other information, free of charge. The link can be accessed
at www.magmagnacorp.com, at the “Investors” tab. Our corporate offices are located at 4005 West Reno Avenue, Suite F, Las
Vegas, Nevada 89118. Our telephone number is (702) 595-2247.

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