Mag Magna Corp

Mag Magna Corp. operates in the rare earth elements industry, a sector whose products have become foundational to modern technologies and industries and nearly irreplaceable in many circumstances. Rare earth elements stand as critical inputs in the building of an array of modern technologies, including electronics, physical artificial intelligence, transportation and robotics. By economic value, neodymium-praseodymium, also referred to as NdPr, PrNd or didymium, is the largest segment of the rare earth elements market, and is primarily used in NdFeB permanent magnets for electric machines such as EV traction motors, wind power generators, drones, robotics and electronics. The aggregate global market for rare earth oxides totaled approximately 252,000 metric tons in 2025 ¹ and is expected to grow at a compound annual growth rate of approximately 6.0% through 2040 ², according to research by Adamas Intelligence Inc. The rare earth elements group includes 17 elements ³, primarily the 15 lanthanide elements ⁴, with lanthanum, cerium, praseodymium, neodymium and promethium considered light rare earth elements, samarium, europium and gadolinium often referred to as medium rare earth elements, and terbium, dysprosium, holmium, erbium, thulium, ytterbium and lutetium considered heavy rare earth elements, with yttrium and scandium often classified as heavy rare earth elements although they are not lanthanides.

Competition in the rare earth elements market is shaped by China, which is projected to continue to account for a substantial portion of global neo production in the near future and dominates the manufacture of metals and neo magnets from rare earths, capabilities that are not currently materially present in the United States, with the Chinese Central Government regulating 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 Mag Magna reaches anticipated production rates for neo magnets and other planned downstream products and subsequently becomes fully operational and integrated, increased competition may lead competitors to engage in predatory pricing or other behaviors designed to inhibit further downstream integration, and 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. The pricing and demand for rare earth elements on a worldwide basis is affected by numerous factors beyond the company's control.

Mag Magna Corp. was incorporated on September 20, 2021 ⁵ under the laws of the State of Wyoming. From its incorporation through December 2025, the company's business focused on providing consulting services to businesses engaged in poultry farming, with the specific purpose of introducing and promoting alternative methods of raising chickens without the use of antibiotics. Effective June 4, 2025 ⁶, there occurred a change in control of the company, on which date Wang Gang acquired 4,500,000 shares ⁷ of the company's common stock from the company's former control person, Oleg Bilinski, and was appointed the Sole Officer and Director of the company. Effective December 24, 2025 ⁸, there occurred another change in control, on which date Harpreet Sangha acquired 4,500,000 shares ⁹ of the company's common stock from the company's former control person, Wang Gang, and was appointed the Sole Officer and Director of the company. Upon the December 2025 change in control, the company's Board of Directors determined to pursue the acquisition and exploitation of rare earth minerals. In January 2026 ¹⁰, the company entered into a purchase agreement relating to certain mineral rights in and to 21 parcels ¹¹ of real property located in Hardin County, Illinois, and three unpatented lode mining claims ¹² located in Mohave County, Arizona. The company has not begun to develop the properties, which are not considered a mineral resource, and no exploration activities have begun on the properties. To commence exploration activities and to otherwise exploit fully the properties, the company will be required to obtain significant capital.

The company's mineral property holdings consist of two project areas. The Hicks Dome Project is located in Hardin County in far southeastern Illinois, within the Illinois-Kentucky fluorspar district, approximately 120 miles (190 km) ¹³ southeast of St. Louis, about 160 miles (260 km) ¹⁴ south of Indianapolis, and roughly 140 miles (225 km) ¹⁵ north of Nashville, and consists of fee mineral rights in and to 21 parcels ¹⁶ of private mineral rights that collectively cover approximately 1,334 gross acres ¹⁷. The Kingman Project is located at the historic Kingman Feldspar Mine just outside the city boundaries of Kingman in Mohave County, Arizona, and is composed of three unpatented lode mining claims ¹⁸ covering a combined 60 acres ¹⁹, with the main historic area within Section 26, T22N, R17W of the Kingman 7.5 min. quadrangle USGS map laying at an elevation of approximately 4200 ft ²⁰. Both properties are at the exploration stage, the company has not commenced exploration activities on either property, and the company has not declared any mineral reserves or mineral resources with respect to either property. No qualified person has prepared a technical report summary with respect to either property. All of the company's mineral properties are subject to a 2% net smelter return royalty ²¹ in favor of the seller under the Properties Agreement on any commodities produced from the properties or from the Area of Interest.

The consideration payable under the Properties Agreement consists of $300,000 in cash ²², payable in installments through the second anniversary of closing, and 2,000,000 shares ²³ of the company's common stock. For purposes of the Properties Agreement, the 2,000,000 shares issued to the seller were assigned a deemed price of $5.00 per share ²⁴, resulting in a contractual purchase price under the Properties Agreement of $10,300,000 ²⁵. For purposes of the company's financial statements, the 2,000,000 shares issued in the acquisition were measured at the closing market price of the company's common stock on January 19, 2026, the date of the Properties Agreement, of $0.80 per share ²⁶. The total acquisition cost recognized in the financial statements is therefore $1,900,000 ²⁷, consisting of the $300,000 of cash consideration ²⁸ and $1,600,000 of share consideration ²⁹ (2,000,000 shares multiplied by $0.80), and is reflected as Mining Assets in the balance sheet at April 30, 2026. The cash portion of the consideration is payable as follows: $25,000 within 30 days of closing ³⁰, which due date has been extended by 60 days by oral agreement; $25,000 within 90 days of closing ³¹; $25,000 within 120 days of closing ³²; $125,000 on the first anniversary of closing ³³; and $100,000 on the second anniversary of closing ³⁴. The seller retained a 2% net smelter return royalty ³⁵ on any commodities produced from the properties or from the Area of Interest. The company's minimum work-program commitments are $100,000 for calendar year 2026 ³⁶ and $200,000 for calendar year 2027 ³⁷, and the company currently lacks the capital with which to satisfy these work-program requirements.

During Fiscal 2026, the company issued a total of 11,350,000 shares ³⁸ of common stock to third-party consultants, including to its legal counsel for legal services, as it did not possess adequate cash to retain such consultants, and these shares comprised $13,316,280 ³⁹ of stock-based compensation. In February 2026, the Board of Directors adopted the 2026 Mag Magna Corp. Stock Incentive Plan, under which the number of shares of common stock available for grant is 10,000,000 shares ⁴⁰, and since adoption a total of 10,000,000 shares ⁴¹ have been issued to third-party consultants thereunder. In January 2026, the company issued one share ⁴² of Series X Preferred Stock to Harpreet Sangha, the company's Chairman of the Board, which has voting rights representing 66.67% ⁴³ of the combined voting power of the company. In February 2026, the company entered into an Equity Purchase Agreement with Monroe Street Capital Partners, LP, under which Monroe Street is committed to purchase up to $30 million ⁴⁴ of the company's common stock, with each put subject to a minimum of $25,000 ⁴⁵. During the second half of Fiscal 2026, the company issued four convertible promissory notes to obtain needed operating capital: a convertible promissory note to Monroe Street in the principal amount of $91,292.40 ⁴⁶ for cash proceeds of $85,530.00 ⁴⁷ reflecting $6,762.40 original issue discount ⁴⁸; a convertible promissory note to Lambda Ventures, LLC in the principal amount of $91,292.40 ⁴⁹ for cash proceeds of $85,530.00 ⁵⁰ reflecting $6,762.40 original issue discount ⁵¹; a 6% convertible redeemable convertible note to CFI Capital, LLC in the principal amount of $170,000.00 ⁵² for cash proceeds of $153,000.00 ⁵³ reflecting $17,000.00 original issue discount ⁵⁴; and a 12% convertible redeemable convertible note to Silvercrest Hybrid Capital LLC in the principal amount of $170,000.00 ⁵⁵ for cash proceeds of $153,000.00 ⁵⁶ reflecting $17,000.00 original issue discount ⁵⁷. Subsequent to April 30, 2026, in May 2026, the company issued to GW Capital Investments, LLC a 12% convertible redeemable convertible note in the principal amount of $123,333.33 ⁵⁸ for cash proceeds of $111,000.00 ⁵⁹ reflecting $12,333.33 original issue discount ⁶⁰.

For Fiscal 2026, the company reported no revenues from continuing operations, as the poultry-farming consulting and API-subscription activities from which it previously derived revenue were discontinued in connection with the December 2025 change in control and are presented as discontinued operations for both periods; revenue of $49,905 ⁶¹, comprised of $23,726 from poultry-farming consulting services ⁶² and $26,179 from API requests ⁶³, was reported within discontinued operations for Fiscal 2025 and declined to $0 for Fiscal 2026. Total operating expenses for Fiscal 2026 were $13,671,454 ⁶⁴, comprised of $355,174 in general and administrative expenses ⁶⁵ and $13,316,280 in stock-based compensation ⁶⁶, compared to total operating expenses from continuing operations of $47,535 ⁶⁷ for Fiscal 2025, which were comprised entirely of general and administrative expenses. For Fiscal 2026, the company reported total other expense of $901,846 ⁶⁸, comprised of $89,725 in interest expense ⁶⁹ and $812,121 in loss of fair value of derivatives ⁷⁰, compared to $2 in other income ⁷¹ for Fiscal 2025. The company reported a net loss of $14,717,597 ⁷², or $(1.87) per share ⁷³ (basic and diluted), for Fiscal 2026, compared to a net loss of $52,254 ⁷⁴, or $(0.01) per share ⁷⁵ (basic and diluted), for Fiscal 2025. As of April 30, 2026, the company had cash and cash equivalents of $158,325 ⁷⁶, total current assets of $158,325 ⁷⁷, total current liabilities of $1,788,937 ⁷⁸ and a working capital deficit of $1,630,612 ⁷⁹, and the company had an accumulated deficit of $14,838,621 ⁸⁰.

The company's planned growth is centered on the exploration and potential development of its two exploration-stage mineral properties. To the extent the company is able to obtain adequate capital, it intends 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. The company currently anticipates that its 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, with all geologic work to be under the direct supervision of a qualified person and rock samples taken for geochemical analysis 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. The company has 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 the company's ability to raise capital and to maintain the unpatented mining claims in good standing.

The company's second growth vector is the Kingman Project, where, to the extent it is able to obtain adequate capital, it intends to conduct a progressive phased exploration program 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. The company currently anticipates that its 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, with all geologic work to be under the direct supervision of a qualified person and rock samples taken for geochemical analysis 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. The company has 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 the company's ability to raise capital and to maintain the unpatented mining claims in good standing. The company's minimum work-program commitments under the Properties Agreement are $100,000 for calendar year 2026 ⁸¹ and $200,000 for calendar year 2027 ⁸², and the company currently lacks the capital with which to satisfy these work-program requirements.

The company expects that its operating expenses will increase significantly in future periods as it further develops its mining opportunities, but due to its current lack of operating and growth capital, it is unable to predict the timing and amount of increases in its future operating expenses. It is possible that the company could issue shares of its common stock in payment of needed services, as it did during Fiscal 2026, although it has made no determination in this regard. Because the company has not declared any proven or probable reserves on either of the properties, it expenses all exploration and evaluation expenditures as incurred, and future exploration expenditures, including those incurred to satisfy the minimum work-program commitments of $100,000 in 2026 ⁸³ and $200,000 in 2027 ⁸⁴, will be charged to operating expense in the period incurred and will increase the company's operating losses and cash used in operations in those periods. As of April 30, 2026, the company had not incurred or expensed any exploration and evaluation costs. The company expects to continue to incur losses and negative cash flow from operations for the foreseeable future and expects that it will report net losses at least until such time as its planned mining operations, the timing of which cannot be predicted, inasmuch as it currently lacks capital with which to commence such operations.

The company's material cash requirements over the next twelve months consist of the cash installments remaining unpaid under the Properties Agreement, of which $25,000 was paid during Fiscal 2026 ⁸⁵ and $275,000 remained outstanding at April 30, 2026 ⁸⁶, comprising $25,000 within 90 days of closing ⁸⁷, $25,000 within 120 days of closing ⁸⁸, $125,000 on the first anniversary of closing ⁸⁹ and $100,000 on the second anniversary of closing ⁹⁰, in each case subject to extension; minimum work-program commitments of $100,000 for 2026 ⁹¹ and $200,000 for 2027 ⁹²; recurring legal, audit and other professional fees associated with being a public reporting company; and general working-capital needs. The company currently does not have sufficient cash on hand to satisfy these requirements and will need to raise capital from the Purchase Agreement or other sources to do so. Future cash outflows for investing activities are expected to include the scheduled installment payments under the Properties Agreement of $175,000 in calendar 2026 ⁹³ and $100,000 in calendar 2027 ⁹⁴, subject to certain extensions, and any exploration expenditures the company is able to fund.

The company's capital allocation is currently constrained by its lack of capital. The company will need to raise additional capital through the issuance of Put Shares to Monroe Street under the Purchase Agreement and from other equity or debt financings, and there is no assurance that any such capital will be available on acceptable terms, or at all. Under the Equity Purchase Agreement entered into on February 25, 2026 ⁹⁵ with Monroe Street Capital Partners, LP, Monroe Street is committed to purchase up to $30 million ⁹⁶ of the company's common stock, and the company has the right, in its sole discretion, subject to the conditions and limitations contained therein, to direct Monroe Street, by delivery of a put notice, to purchase shares of common stock, with each put subject to a minimum of $25,000 ⁹⁷. The company is required to file a Registration Statement on Form S-1 with respect to the resale of the shares of common stock to be purchased from it by Monroe Street, and there is no assurance that the company will sell any shares under the Purchase Agreement to Monroe Street, which circumstance would cause the company difficulties in exploiting its mining opportunities. The company has not delivered any Put Notice under the Purchase Agreement. The company has not declared or paid any dividends on its common stock since its inception and does not anticipate paying dividends for the foreseeable future, and it intends to reinvest any earnings in the development and expansion of its business.

The company faces structural headwinds and execution risks to its growth plan. As of the date of the Annual Report, the company lacks the capital necessary to satisfy its minimum work-program commitments under the Properties Agreement, to fund the cash installments due under the Properties Agreement and to fund its general working capital requirements. The company's auditors have expressed substantial doubt about its ability to continue as a going concern, based on the company's accumulated deficit of $14,838,621 as of April 30, 2026 ⁹⁸, a net loss of $14,717,597 for the year ended April 30, 2026 ⁹⁹, and net cash used in operating activities from continuing operations of $306,742 for the year ended April 30, 2026 ¹⁰⁰. The company's ability to continue as a going concern is dependent upon generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Because the company is at the exploration stage and has not declared any mineral reserves or resources, the recoverability of the carrying value of its properties is inherently uncertain and depends on its ability to raise capital, conduct successful exploration, obtain necessary permits and ultimately develop economically viable production operations, and a future impairment of all or a portion of the $1,900,000 carrying value of its mineral and mining rights ¹⁰¹ would result in a material non-cash charge to its results of operations.

The company's planned exploration and any future mining operations are subject to regulatory and permitting constraints. The company does not currently hold, and has not applied for, any material federal, state or local permits required to conduct mining operations on the properties, and conducting exploration, development or mining activities on the properties will require a variety of federal, state and local permits and approvals, none of which has been applied for to date. The company's Arizona property is under the jurisdiction of the Federal Bureau of Land Management and any effluent produced under the jurisdiction of the Arizona Department of Environmental Quality, while its 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 for any waste products. The process 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. 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, and failure to comply with these requirements would result in the loss of the claims. The company has not obtained an independent legal opinion or title report confirming the status of title to all parcels or claims, and the validity, sufficiency and priority of its mineral rights are subject to customary risks associated with mineral title in the United States and unpatented mining claims on federal land.

The most material risk facing Mag Magna Corp. is its ability to continue as a going concern. The company's auditors have expressed substantial doubt about its ability to continue as a going concern, based on an accumulated deficit of $14,838,621 as of April 30, 2026 ¹⁰², a net loss of $14,717,597 for the year ended April 30, 2026 ¹⁰³, and net cash used in operating activities from continuing operations of $306,742 for the year ended April 30, 2026 ¹⁰⁴. As of the date of the Annual Report, the company lacks the capital necessary to satisfy its minimum work-program commitments under the Properties Agreement, to fund the cash installments due under the Properties Agreement and to fund its general working capital requirements, and it had a working capital deficit of $1,630,612 at April 30, 2026 ¹⁰⁵. The company's ability to continue as a going concern is dependent upon generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. A second material risk is the recoverability of the company's mineral property carrying value: because the company is at the exploration stage and has not declared any mineral reserves or resources, the recoverability of the carrying value of its properties is inherently uncertain, and a future impairment of all or a portion of the $1,900,000 carrying value of its mineral and mining rights ¹⁰⁶ would result in a material non-cash charge to its results of operations. A third material risk is the dilutive and potentially punitive structure of the company's convertible note financings. The company issued convertible promissory notes with conversion prices equal to a discount of 40% of the lowest trading price in the 20 trading days immediately preceding the applicable date of conversion ¹⁰⁷, and upon default the conversion price under the CFI Capital Note and the Silvercrest Note drops to 45% of the lowest traded price of the company's common stock on any trading day during the 20 trading days prior to the conversion date ¹⁰⁸. The company also issued a warrant to purchase 40,575 shares ¹⁰⁹ of common stock to Monroe Street Capital Partners, LP and a warrant to purchase 40,575 shares ¹¹⁰ to Lambda Ventures, LLC, each with an exercise period of five years at an initial exercise price of $2.25 per share ¹¹¹. A fourth material risk is the company's lack of permits and the regulatory burden of obtaining them: the company does not currently hold, and has not applied for, any material federal, state or local permits required to conduct mining operations on the properties, and the process 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. A fifth material risk is the company's dependence on the Equity Purchase Agreement with Monroe Street Capital Partners, LP, under which Monroe Street is committed to purchase up to $30 million ¹¹² of the company's common stock; the company has not delivered any Put Notice under the Purchase Agreement, and there is no assurance that it will sell any shares under the Purchase Agreement to Monroe Street, which circumstance would cause the company difficulties in exploiting its mining opportunities.

Management's message to shareholders is dominated by the fundamental transformation of the company from a poultry-farming consultancy into a rare earth minerals exploration company, a shift executed through two changes in control and the January 2026 acquisition of the Hicks Dome and Kingman mineral properties. The tone is candid about the company's financial fragility: management states directly that as of the date of the Annual Report the company lacks the capital necessary to satisfy its minimum work-program commitments under the Properties Agreement, to fund the cash installments due under the Properties Agreement and to fund its general working capital requirements, and that it expects to continue to incur losses and negative cash flow from operations for the foreseeable future. Management acknowledges that the company's auditors have expressed substantial doubt about its ability to continue as a going concern, citing the accumulated deficit of $14,838,621 as of April 30, 2026 ¹¹³, the net loss of $14,717,597 for the year ended April 30, 2026 ¹¹⁴, and net cash used in operating activities from continuing operations of $306,742 for the year ended April 30, 2026 ¹¹⁵. The company's ability to continue as a going concern is dependent upon generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management's strategic priorities for the period ahead are threefold: first, to raise the capital required to fund the company's obligations and exploration plans, principally through the Equity Purchase Agreement with Monroe Street Capital Partners, LP under which Monroe Street is committed to purchase up to $30 million ¹¹⁶ of the company's common stock, and through convertible note financings; second, to commence the phased exploration programs on the Hicks Dome Project and the Kingman Project, subject to the retention of a qualified person as defined by S-K 1300 and the company's ability to obtain adequate capital, qualified personnel and required permits, none of which is currently in place; and third, to satisfy the company's minimum work-program commitments of $100,000 for calendar year 2026 ¹¹⁷ and $200,000 for calendar year 2027 ¹¹⁸ and the remaining cash installments under the Properties Agreement, of which $275,000 remained outstanding at April 30, 2026 ¹¹⁹. Management also emphasizes that it expects future operating results to be significantly different from historical operating results, that it expects operating expenses to increase significantly as it further develops its mining opportunities, and that it may issue shares of common stock in payment of needed services, as it did during Fiscal 2026 when it issued 11,350,000 shares ¹²⁰ to third-party consultants.