Quarterly Report for Quarter Ending July 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what April occurs in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Cautionary Statement

The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes appearing elsewhere herein.

Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Forward-Looking Statements. We assume no obligation to update any of the forward-looking statements included herein.

History

Mag Magna Corp. was incorporated on September 20, 2021, 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, there occurred a change in control of the Company. On such date, Wang Gang acquired 4,500,000 shares 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, there occurred another change in control (the December 2025 Change in Control) of the Company. On such date, Harpreet Sangha acquired 4,500,000 shares 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 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, the Company entered into a purchase agreement (the "Properties Agreement") relating to certain mineral rights in and to 21 parcels of real property located in Hardin County, Illinois, and three unpatented lode mining claims located in Mohave County, Arizona (collectively, the "Properties").

Current Business Overview

The Company has not begun to develop the Properties, which are not considered a "mineral resource." (See Note A below). 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. If we are unable to obtain such needed capital, we will be unable to develop the Properties.

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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]

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.

The discussion below includes the Company's operating results and financial position prior to the December 2025 change in control and January 2026 determination to change the Company's plan of business. It is expected that future operating results of the Company will be significantly different than its historical operating results.

Results of Operations

The following table summarizes our results of operations for Interim 2027 and Interim 2026:

Revenues. We reported no revenues in Interim 2027 or Interim 2026. The poultry-farming consulting and API-subscription activities from which we previously derived revenue were discontinued in connection with the December 2025 Change in Control. All of our future revenues, if any, are expected to be derived from our mining and related operations, which have not commenced.

Operating Expenses. Operating expenses for Interim 2027 were $1,545,636, compared to $90,425 for Interim 2026, an increase of $1,455,211. Operating expenses in both periods consisted entirely of general and administrative expenses. The increase is attributable principally to $1,273,000 of stock-based compensation recognized on the issuance of 1,900,000 shares of common stock to consultants for services rendered, with the balance attributable to higher professional, legal, audit and accounting fees incurred in connection with the change in business plan, the Properties acquisition, our financing activities and our reporting obligations as a public company. Excluding the non-cash stock-based compensation charge, operating expenses for Interim 2027 were $275,716.

Other Income (Expense). We reported net other expense of $32,301 for Interim 2027, compared to $0 for Interim 2026. Other income of $24,983 represents the gain recognized on the settlement and termination of our Simple Agreement for Future Equity with Orbit Beyond, Inc., under which we received a lump-sum settlement payment of $125,000 on July 16, 2026, against a cumulative investment of $100,000. See Note 7 to our financial statements.

Interest expense of $57,284 for Interim 2027 consists of $14,963 of contractual interest accrued on our outstanding convertible notes, $23,218 of amortization of debt discount, and $19,102 attributable to 20,000 shares of common stock issued in connection with the GW Capital Note, valued at the closing market price of our common stock on the grant date. We incurred no interest expense in Interim 2026 because no convertible notes were outstanding during that period.

Net Loss. We reported a net loss of $1,577,937 for Interim 2027, compared to a net loss of $90,425 for Interim 2026. Approximately $1,315,320 of the Interim 2027 net loss, or 83%, consists of non-cash charges - $1,273,000 of stock issued for services, $23,218 of amortization of debt discount and $19,102 of shares issued with debt.

We expect to continue to report net losses until such time, if any, as our planned mining operations generate revenue. The timing of the commencement of those operations cannot be predicted, in as much as we currently lack the capital with which to commence them.

Discontinued Operations. In connection with the December 2025 Change in Control, the poultry-farming consulting and API-subscription operations were discontinued. Those operations were determined to be no longer congruent with our new management or with our operations going forward. The cessation of those revenues and the disposal of the associated assets represent a strategic shift, and the results of those operations have been classified as discontinued operations in accordance with ASC 205-20. The related intangible assets were fully impaired during the fiscal year ended April 30, 2026, and the carrying value of the assets of the discontinued operations was $0 at July 31, 2026, and April 30, 2026. Liabilities of discontinued operations, consisting of accounts payable, were $5,272 at each of those dates. The results of the discontinued operations for Interim 2027 and Interim 2026 are set forth in Note 14 to our financial statements.

Liquidity and Capital Resources

As of the date of this report, we lack the capital necessary to satisfy our minimum work-program commitments under the Properties Agreement, to fund the cash installments due under the Properties Agreement and to fund our general working capital requirements. We expect to continue to incur losses and negative cash flow from operations for the foreseeable future. We will need to raise additional capital through the issuance of Put Shares to Monroe Street under the Purchase Agreement described below and from other equity or debt financings. There is no assurance that any such capital will be available on acceptable terms, or at all.

Working Capital and Cash Position. As of July 31, 2026, we had cash of $5,204, total current assets of $9,387, total current liabilities of $1,885,084 and a working capital deficit of $1,875,697. As of April 30, 2026, we had cash of $158,325, total current assets of $158,325, total current liabilities of $1,788,937 and a working capital deficit of $1,630,612. Our working capital deficit increased by $245,085 during Interim 2027, principally because cash was used to fund operating expenses while total current liabilities increased.

Our current liabilities at each date consisted of the following:

Sources of Capital

Equity Purchase Agreement. On February 25, 2026, we entered into an Equity Purchase Agreement (the "Purchase Agreement") with Monroe Street Capital Partners, LP ("Monroe Street"), under which Monroe Street is committed to purchase up to $30 million of our common stock. We have the right, in our sole discretion and subject to the conditions and limitations in the Purchase Agreement, to direct Monroe Street by delivery of a put notice specifying the number of shares to be purchased. Each put is subject to a minimum of $25,000 and a maximum of the lesser of $500,000 or 200% of the average daily trading value during the seven trading days immediately preceding the put date. The purchase price per share is the lesser of (a) 80% of the lowest traded price on the trading day immediately preceding the put date and (b) 80% of the lowest traded price on any trading day during the valuation period. We are required to file a registration statement on Form S-1 covering the resale of the shares to be purchased by Monroe Street. As of July 31, 2026, and as of the date of this report, we had not delivered any put notice and had received no proceeds under the Purchase Agreement. Our ability to draw on the facility is conditioned on, among other things, our common stock being DWAC eligible and not subject to a DTC chill, the effectiveness of the resale registration statement, our being current in our SEC reporting obligations and our having reserved a sufficient number of authorized but unissued shares. There is no assurance that we will be able to sell any shares to Monroe Street. See Note 15 to our financial statements.

Convertible Promissory Notes. At April 30, 2025 we had no convertible notes outstanding. During the fiscal year ended April 30, 2026, we issued four convertible promissory notes, and during Interim 2027 we issued one additional convertible promissory note, as follows:

Only the GW Capital Note was issued during Interim 2027; the $106,000 of cash proceeds from that note is reflected in financing activities for the period. Each of the Monroe Street Note and the Lambda Note provides for guaranteed first-year interest of $7,303 that is fully earned at issuance; the guaranteed interest on the CFI Capital, Silvercrest and GW Capital Notes is $10,200, $20,400 and $14,800, respectively.

The notes share substantially the following terms. Each is convertible at the holder's option into shares of our common stock. The Monroe Street and Lambda Notes are convertible at any time following issuance at the lesser of $1.50 or 60% of the lowest traded price of our common stock during the 20 trading days preceding conversion; the CFI Capital, Silvercrest and GW Capital Notes are convertible at any time after the six-month anniversary of issuance at 60% of the lowest traded price during the same measurement period. Each note is subject to a 4.99% beneficial ownership limitation. Each may be prepaid before default on short notice at a premium ranging from 105% to 140% of principal and accrued interest depending on the date of prepayment, and in the case of the Monroe Street and Lambda Notes at 118%. Each requires us to maintain a share reserve equal to the greater of a stated number of shares or four times the number of shares issuable on full conversion at the then-current conversion price, and failure to maintain the reserve is an event of default. On an event of default, the Monroe Street and Lambda Notes accelerate to 150% of principal and accrued interest, and the conversion price under the CFI Capital, Silvercrest and GW Capital Notes falls to 45% of the lowest traded price during the 20 trading days preceding conversion. The notes restrict our ability to pay dividends, repurchase stock, dispose of significant assets outside the ordinary course, make affiliate loans and enter into variable rate transactions without the holder's consent. See Note 6 to our financial statements.

Because each note is convertible at a discount to the market price of our common stock, with no floor on the conversion price other than par value, conversions could result in the issuance of a substantial number of shares and material dilution to our existing stockholders, and the number of shares issuable increases as the market price of our common stock declines. The embedded conversion features have been determined to require derivative accounting under ASC 815-15, and a derivative liability of $812,121 was carried on our balance sheet at July 31, 2026 and April 30, 2026.

Related-Party Advances. During Interim 2027 we advanced a total of $52,218 to related parties, of which $48,035 repaid amounts those parties had advanced to us during the fiscal year ended April 30, 2026, leaving a receivable from related parties of $4,183 at July 31, 2026. Our loans payable to related parties decreased from $199,469 at April 30, 2026 to $151,434 at July 31, 2026. These advances are not evidenced by written agreements, are non-interest bearing and are due on demand. During Interim 2026, our former Chief Executive Officer advanced funds to us and was repaid $6,816, and effective June 4, 2025 forgave $137,000 of related-party loans, which was recorded as an increase to additional paid-in capital. See Note 4 to our financial statements.

Cash Flows

The following table summarizes our cash flows for Interim 2027 and Interim 2026:

Operating Activities. Net cash used in operating activities was $299,871 for Interim 2027, compared to $66,507 for Interim 2026. The net loss of $1,577,937 for Interim 2027 was reduced by non-cash charges of $1,273,000 of stock issued for services, $23,218 of amortization of debt discount and $19,102 of shares issued with debt. Changes in operating assets and liabilities provided a net use of $37,254, consisting of a $14,964 increase in accounts payable and accrued expenses, a $48,035 decrease in amounts payable to related parties and a $4,183 increase in other receivables from related parties. Because we have no revenue-generating operations, we expect cash used in operating activities to continue to be funded through the Purchase Agreement, convertible note financings, related-party advances and other financings until we are able to commence exploration and any future production activities.

Investing Activities. Net cash provided by investing activities was $25,000 for Interim 2027, compared to $0 for Interim 2026, and relates to our investment in and subsequent settlement with Orbit Beyond, Inc. [We paid an additional $75,000 under the Orbit SAFE on May 2, 2026 and received a $125,000 settlement payment on July 16, 2026; these gross amounts should be presented separately within investing activities and the net figure conformed. See Drafting Note 3.] We made no cash payments on the mining acquisition payable during Interim 2027. The acquisition of the Properties on January 19, 2026 was principally a non-cash transaction, recorded as $1,900,000 of mining assets with consideration consisting of a $300,000 acquisition payable and 2,000,000 shares of common stock valued at $1,600,000. Future cash outflows for investing activities are expected to consist of the scheduled installment payments under the Properties Agreement and any exploration expenditures we are able to fund.

Financing Activities. Net cash provided by financing activities was $121,750 for Interim 2027, consisting of $106,000 of proceeds from the issuance of the GW Capital Note and $15,750 from the sale of 3,150,000 shares of common stock. For Interim 2026, net cash provided by financing activities was $66,507, consisting of $73,323 of advances from a related party partially offset by $6,816 of repayments. We have received no proceeds under the Purchase Agreement.

Contractual Obligations and Material Cash Requirements

Our material cash requirements consist of the remaining cash installments under the Properties Agreement, our minimum work-program commitments, the repayment or conversion of our convertible notes, and recurring legal, audit and other professional fees associated with being a public reporting company. The cash installments remaining unpaid under the Properties Agreement at July 31, 2026, were as follows:

A $25,000 installment was paid during the fiscal year ended April 30, 2026. The due date of the first installment was extended by 60 days by oral agreement. Two installments aggregating $50,000 were past due as of July 31, 2026 and remain unpaid as of the date of this report. Our failure to make the remaining installment payments when due could result in the loss of our rights in the Properties, which would have a material adverse effect on our business. In addition, our minimum work-program commitments are $100,000 for calendar year 2026 and $200,000 for calendar year 2027; no exploration expenditures had been incurred as of July 31, 2026. We do not have sufficient cash on hand to satisfy these requirements and will need to raise capital from the Purchase Agreement or other sources in order to do so.

Going Concern

As discussed in Note 2 to our financial statements, there is substantial doubt about our ability to continue as a going concern. We had an accumulated deficit of $16,416,558 as of July 31, 2026, incurred a net loss of $1,577,937 for Interim 2027, used net cash of $299,871 in operating activities during Interim 2027, and had cash of $5,204 and a working capital deficit of $1,875,697 at July 31, 2026. These factors raise substantial doubt about our ability to continue as a going concern for the twelve months following the issuance of these financial statements. Our ability to continue as a going concern is dependent upon our obtaining the financing necessary to meet our obligations and repay our liabilities as they come due and, ultimately, upon generating profitable operations. Management intends to finance operating costs over the next twelve months through capital raised under the Purchase Agreement and through other debt and equity financings, and intends to pay consultants in shares rather than cash where practicable. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Estimates

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect reported amounts. The following estimates are those we consider most significant because they involve a high degree of subjectivity and because changes in them would have a material effect on our reported results.

Carrying Value and Impairment of Mineral and Mining Rights. We carry $1,900,000 of mining assets, representing the entire cost of the Properties and substantially all of our total assets of $1,906,307 at July 31, 2026. We have not established proven or probable reserves on any of the Properties, have not commenced exploration, and have not funded our minimum work-program commitments. Whether the carrying value remains recoverable depends on management's intent and ability to continue to explore the Properties, which in turn depends on our ability to raise capital, and on our remaining in compliance with the Properties Agreement, including the installment payments described above. An impairment of all or a substantial portion of this balance would materially affect our results of operations and financial position.

Valuation of Derivative Liabilities. The embedded conversion features of our convertible notes are variable-rate features that require bifurcation and measurement at fair value under ASC 815-15, with changes recognized in earnings each period. Fair value is determined using a Black-Scholes model that is a Level 3 measurement and is highly sensitive to unobservable inputs, principally expected volatility (for which we used a range of 1,175% to 1,275%), the market price of our common stock and the expected term. Small changes in those inputs would produce materially different liability balances and materially different gains or losses.

Share-Based Payments. We issued 1,900,000 shares to consultants during Interim 2027 and recognized $1,273,000 of expense, measured at the closing market price of our common stock on the respective grant dates. Our common stock is thinly traded, and quoted prices may not reflect the price at which a meaningful volume of shares could be sold. The measurement of these awards therefore involves significant judgment, and a different measurement would materially change reported operating expenses.

Recently Issued Accounting Pronouncements. See Note 3 to our financial statements for a discussion of recently issued accounting pronouncements. We do not believe that any recently issued but not yet effective pronouncement will have a material effect on our financial position or results of operations.

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.