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EX-32.1 - CERTIFICATION - Santa Fe Gold CORPsfeg_ex32z1.htm
EX-31.1 - CERTIFICATION - Santa Fe Gold CORPsfeg_ex31z1.htm

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

  

Washington, D.C. 20549

 

FORM 10-Q

 

þ

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the Quarterly Period Ended December 31, 2018

 

 

 

¨

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission file number:  001-12974

  

SANTA FE GOLD CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

84-1094315

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

Identification No.)

 

3544 Rio Grande Blvd.   NW

Albuquerque, NM   87107

(Address of Principal Executive Offices) (Zip Code)

 

(505) 255-4852

(Registrant’s telephone number, including area code)

 

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

 

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.002 par value

SFEG

OTC PINK

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer   ¨

Accelerated filer   ¨

 

 

Non-accelerated filer    ¨

Smaller reporting company  þ 

 

 

(Do not check if smaller reporting company)

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.  ¨

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).  Yes ¨ No þ


1


 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 422,670,880 shares of common stock par value $0.002, of the issuer were issued and outstanding as of August 12, 2020.


2


 

 

 

SANTA FE GOLD CORPORATION

INDEX TO FORM 10-Q

 

PART I

FINANCIAL INFORMATION

 

 

 

 

Page

Item 1.  

Financial Statements

3

 

Consolidated Balance Sheets as of December 31, 2018 (Unaudited) and June 30, 2018

3

 

Consolidated Statements of Operations for the Three Months and Six Months Ended December 31, 2018 and 2017 (Unaudited)

4

 

Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months and Six Months Ended

 

 

December 31, 2018 and 2017 (Unaudited)

5

 

Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2018 and 2017 (Unaudited)

6

 

Notes to the Unaudited Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

24

Item 4.

Controls and Procedures

24

 

PART II
OTHER INFORMATION

Item 1.    

Legal Proceedings

25

Item 1A

Risk Factors

26

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

26

Item 3.

Defaults Upon Senior Securities

27

Item 4.

Mine Safety Disclosures

27

Item 5.

Other Information

27

Item 6.

Exhibits

27

SIGNATURES

27

CERTIFICATIONS

 


3


 

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SANTA FE GOLD CORPORATION

CONSOLIDATED BALANCE SHEETS

 

 

 

 

December 31,

 

 

June 30,

 

 

 

2018

 

 

2018 *

 

 

 

(Unaudited)

 

 

(Audited)

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

      Cash and cash equivalents

$

18,733

 

$

18,897

 

       Prepaid expenses and other current assets

 

45,300

 

 

11,680

 

                           Total Current Assets

 

64,033

 

 

30,577

 

 

 

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

 

 

      Deposit on mineral property

 

2,825,000

 

 

2,500,000

 

      Deposit on mineral leases

 

210,116

 

 

210,116

 

      Deposit in joint venture

 

 

 

25,000

 

                           Total Assets

$

3,099,149

 

$

2,765,693

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

       Accounts payable

$

3,121,821

 

$

3,061,976

 

       Accrued liabilities

 

7,232,220

 

 

6,906,930

 

      Subscribed capital

 

3,139,991

 

 

2,772,191

 

      Note payable related party

 

30,689

 

 

 

       Notes payable

 

2,346,885

 

 

2,326,407

 

      Completion guarantee payable

 

3,359,873

 

 

3,359,873

 

                           Total Current Liabilities

 

19,231,479

 

 

18,427,377

 

LONG TERM LIABILTY:

 

 

 

 

 

 

      Shares subject to mandatory redemption by related party

 

1,422,000

 

 

1,638,000

 

 

20,653,479

 

 

20,065,377

 

 

 

 

 

 

 

 

CONTINGENCIES AND COMMITMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT:

 

 

 

 

 

 

      Common stock, $.002 par value, 300,000,000 shares authorized, December 31, 2018 and  June 30, 2018, respectively; 300,000,000 shares issued and outstanding, December 31, 2018 and June 30, 2018, respectively

 

600,000

 

 

600,000

 

       Additional paid-in capital

 

84,329,690

 

 

84,113,690

 

       Accumulated deficit

 

  (102,484,020

)

 

  (102,013,374

)

                           Total Stockholders' Deficit

 

(17,554,330

)

 

(17,299,684

      Total Liabilities and Stockholders' Deficit

$

3,099,149

 

$

2,765,693

 

*The balance sheet at June 30, 2018 has been derived from the audited consolidated financial statement at that date.

The accompanying notes are an integral part of the unaudited consolidated financial statements.


4


 

SANTA FE GOLD CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

Three Months Ended

December 31,

 

 

Six Months Ended

December 31,

 

 

 

2018

 

 

 

2017

 

 

 

2018

 

 

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

— 

 

 

$

 

 

$

— 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration and mine related costs

 

 

1,613

 

 

 

2,616

 

 

 

7,689

 

 

 

34,597

 

General and administrative

 

 

224,464

 

 

 

498,699

 

 

 

518,790

 

 

 

960,655

 

Total Operating Expenses

 

 

226,077

 

 

 

501,315

 

 

 

526,479

 

 

 

995,252 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(226,077

 

 

(501,315

)

 

 

 (526,479

 

 

(995,252

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Miscellaneous income

 

 

637

 

 

 

 

 

 

637

 

 

 

 

Gain on debt extinguishment

 

 

112,625

 

 

 

 

 

 

112,625

 

 

 

 

Recovery (misappropriation) of funds

 

 

 

 

 

(47,454

)

 

 

378,060

 

 

 

(53,208

)

Financing costs – commodity supply agreement

 

 

(340,312

)

 

 

(29,302

)

 

 

(105,895

)

 

 

(180,820

)

Interest on mandatory redemption shares by related party

 

 

 

 

 

(1,440,000

)

 

 

 

 

 

(1,477,800

)

Interest expense

 

 

(163,811

)

 

 

(180,342

 

 

(329,594

)

 

 

(344,208

Total Other Income (Expense)

 

 

(390,861

 

 

(1,697,098

 

 

55,833

 

 

 

(2,056,036

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE PROVISION FOR INCOME TAXES

 

 

(616,938

 

 

(2,198,413

 

 

(470,646

 

 

(3,051,288

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS AND COMPREHENSIVE LOSS

 

$

(616,938

 

$

(2,198,413

)

 

$

(470,646

 

$

(3,051,288

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Per Share Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (Loss) Per Share – basic and diluted

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.00

)

 

$

(0.01

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

300,000,000

 

 

 

300,000,000

 

 

 

300,000,000

 

 

 

296,755,989

 

 

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.


5


 

 

SANTA FE GOLD CORPORATION

CONSOLIDATED STATEMENTS  IN STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2018 AND 2017

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Six Months Ended December 31, 2018:

 

Common Stock

 

 

Paid-In

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance, June 30, 2018

 

 

300,000,000

 

 

$

600,000

 

 

$

84,113,690

 

 

$

(102,013,374

)

 

$

(17,299,684

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in loan shares evaluation

 

 

— 

 

 

 

— 

 

 

 

342,000

 

 

 

— 

 

 

 

342,000

 

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

146,292

 

 

 

146,292

 

Balances, September 30, 2018 (Unaudited)

 

 

300,000,000

 

 

 

600,000

 

 

 

84,455,690

 

 

 

(101,867,082

)

 

 

(16,811,392

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in loan shares evaluation

 

 

— 

 

 

 

— 

 

 

 

(126,000

)

 

 

 

 

 

(126,000

)

Net income (loss)

 

 

— 

 

 

 

— 

 

 

 

— 

 

 

 

(616,938

)

 

 

(616,938

)

Balance, December 31, 2018 (Unaudited)

 

 

300,000,000

 

 

$

600,000

 

 

$

84,329,690

 

 

$

(102,484,020

)

 

$

(17,554,330

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Six Months Ended December 31, 2017:

 

Common Stock

 

 

Paid- In

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Total

 

Balance, June 30, 2017

 

 

295,601,634

 

 

$

591,204

 

 

$

83,955,637

 

 

$

(99,416,640

)

 

$

(14,869,799

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales of common stock

 

 

4,398,366

 

 

 

8,796

 

 

 

20,870

 

 

 

 

 

 

29,666

 

Net income (loss)

 

 

— 

 

 

 

— 

 

 

 

— 

 

 

 

(852,875

 

 

(852,875

Balances, September 30, 2017 (Unaudited)

 

 

300,000,000

 

 

 

600,000

 

 

 

83,976,507

 

 

 

(100,269,515

)

 

 

(15,693,008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of warrant issued

 

 

 

 

 

 

 

 

12,983

 

 

 

 

 

 

12,983

 

Net income (loss)

 

 

 

 

 

 

 

 

— 

 

 

 

(2,198,413

)

 

 

(2,198,413

)

Balance, December 31, 2017 (Unaudited)

 

 

300,000,000

 

 

$

600,000

 

 

$

83,989,490

 

 

$

(102,467,928

)

 

$

(17,878,438

 

The accompanying notes are an integral part of the unaudited consolidated financial statements.


6


 

SANTA FE GOLD CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Six Months Ended

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

   Net loss

$

(470,646

)

$

(3,051,288

)

   Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

        Stock based compensation

 

17,800

 

 

196,000

 

       Costs associated issued warrants

 

 

 

12,983

 

       Non-cash interest on mandatory redemption shares by related party

 

 

 

1,477,800

 

             Gain on debt forgiveness

 

(112,625

)

 

 

             Non-cash financing costs - commodity supply agreements

 

105,895

 

 

180,820

 

    Net change in operating assets and liabilities:

 

 

 

 

 

 

        Prepaid expenses and other current assets

 

(33,620

)

 

(15,952

)

        Accounts payable and accrued liabilities

 

379,343

 

 

104,778

 

                           Net Cash Used in Operating Activities

 

(113,853

)

 

(1,094,859

)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

  Payment on mineral property acquisition     

 

(325,000

)

 

(2,043,085

)

  Refund (deposit) in joint venture

 

25,000

 

 

(25,000

)

                         Net Cash Used in Investing Activities:

 

(300,000

)

 

(2,068,085

)

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

  

 

 

 

  Proceeds from common stock purchases

 

350,000

 

 

895,933

 

  Proceeds from exercise of warrants

 

 

 

895,933

 

  Proceeds from stock subscriptions not issued

 

 

 

1,832,046

 

  Loan proceeds from related parties

 

30,689

 

 

 

  Proceeds from note payable

 

203,000

 

 

 

  Payments on note payable

 

(170,000

)

 

 

                         Net Cash Provided by Financing Activities

 

413,689

 

 

3,623,912

 

 

 

 

 

 

 

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

(164

)

 

460,968

 

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

18,897

 

 

392,375

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

$

18,733

 

$

853,343

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

   Cash paid for interest

$

 —

 

$

 

   Cash paid for income taxes

$

 —

 

$

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

   Common stock loaned and cancelled from related party

$

 

$

36,000

 

  Valuation change on mandatory share redemption

$

216,000

 

$

 

 

The accompanying notes are an integral part of the unaudited consolidated financial statements.


7


 

 

SANTA FE GOLD CORPORATION

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2018

(Unaudited)

 

 

NOTE 1 – COMPANY AND NATURE OF OPERATIONS

 

Santa Fe Gold Corporation, a Delaware corporation (the "Santa Fe”, "Company", “our” or “we”) is a U.S. copper, silver and gold exploration and mining company.

 

The accompanying unaudited financial statements and related notes present the Company’s consolidated financial position as of December 31, 2018 and June 30, 2018 (Audited), the consolidated results of operations for the three and six months ended December 31, 2018 and 2017, the consolidated statements of stockholder’s deficit for the three and six months ended December 31,2018 and the consolidated cash flows for the six months ended December 31, 2018 and 2017. The unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended December 31, 2018, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2019. The accounting policies followed by the Company are set forth in Note 2 to the Company’s financial statements included in Form 10-K for the fiscal year ended June 30, 2019. These interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements presented in the Company’s 2019 Annual Report on Form 10-K filed on July 15, 2020.

 

Nature of Operations

 

Santa Fe Gold Corporation is a U.S. mining company incorporated in Delaware in August 1991. Our general business strategy is to acquire, explore, develop and mine mineral properties. The Company elected on August 26, 2015, to file for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) and that case was dismissed on June 15, 2016.

 

Upon the Company emerging from the bankruptcy with a management team of two and no assets, we developed a business plan to raise equity funds to acquire new mining claims, a potential processing plant or arrangements with a processing plant in an acceptable geographic location to potential new mining claims.

 

On August 18, 2017, the Company signed the Bullard’s Peak Agreement and delivered $100,000 towards the purchase price. The Agreement is to purchase Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company and acquire 100% of the issued and outstanding capital stock for a cash purchase price in the aggregate amount of $3,000,000, and paid with installments stated in the Bullard’s Peak Agreement.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Going Concern

 

The financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.

 

The Company has recorded a loss of $470,646 for the six months ended December 31, 2018, and has a total accumulated deficit of $102,484,020 and a working capital deficit at December 31, 2018 of $19,167,446. The Company currently has no source of generating revenue.

 

On August 26, 2015, Santa Fe filed for Chapter 11 Bankruptcy protection, Case # 15-11761 (MFW) in Delaware. With the dismissal of our bankruptcy case in June 15, 2016, all assets of the Company were sold. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern. 

 

To continue as a going concern, the Company is dependent on continued capital financing for project development, repayment of various debt facilities and payment of current operating expenses until the Company has acquired new mining claims and an acceptable source to process the mineralized ore to generate revenue. We have no commitment from any party to provide additional


8


working capital and there is no assurance that any funding will be available as required, or if available, that its terms will be favorable or acceptable to the Company.

 

At December 31, 2018, the Company was in defaults on payments of approximately $7.77 million under a gold stream agreement (the “Gold Stream Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”), other notes payable principle aggregating approximating $2.35 million, accrued liabilities of approximately $2.83 million and accounts payable approximating $3.04 million.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries AZCO Mica, Inc., a Delaware corporation, The Lordsburg Mining Company, a New Mexico corporation, and Santa Fe Gold Barbados Corporation, a Barbados corporation, Santa Fe Acquisitions Company, a New Mexico Limited Liability Company and Minerals Acquisitions, LLC, a New Mexico Limited Liability Company. All significant inter-company accounts and transactions have been eliminated in consolidation.

 

On July 19, 2016, a new company was formed, Santa Fe Acquisition LLC (“SFA”) with Tom Laws, our CEO, as the signer, for the sole purpose of acquiring assets for Santa Fe Gold (“SFG”). On September 25, 2017, with an effective date of July 23, 2016, the CEO assigned ownership of SFA to Santa Fe Gold whereby SFG became to sole member of SFA resulting in SFA becoming a wholly owned subsidiary of SFG.  All major purchases were made through the SFA Company for the benefit of SFG, with the funding provided by SFG.

 

Estimates

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates under different assumptions or conditions.

 

Significant estimates are used when accounting for the Company's carrying value of mineral properties, fixed assets, depreciation and amortization, accruals, derivative instrument liabilities, taxes and contingencies, and stock-based compensation which are discussed in the respective notes to the consolidated financial statements.

 

Fair Value Measurements

 

The carrying values of cash and cash equivalents, accounts payable and accrued liabilities approximated their related fair values as of December 31, 2018 and June 30, 2017, due to the relatively short-term nature of these instruments. The carrying value of the Company's convertible notes payable approximates the fair value based on the terms at which the Company could obtain similar financing and the short-term nature of these instruments.

 

Cash and Cash Equivalents

 

The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash balances.

 

Derivative Financial Instruments  

 

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company reviews the terms of convertible debt, equity instruments and other financing arrangements to determine whether there are embedded derivative instruments, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Also, in connection with the issuance of financing instruments, the Company may issue freestanding options or warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. The Company may also issue options or warrants to non-employees in connection with consulting or other services.

 

Derivative financial instruments are initially measured at their fair value. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. To the extent that the initial fair values of the freestanding and/or bifurcated derivative instrument liabilities exceed the total proceeds received, an immediate charge to income is recognized as a one-day derivative loss, in order to initially record the derivative instrument liabilities at their fair value. The discount from the face value of the convertible debt or


9


equity instruments resulting from allocating some or all of the proceeds to the derivative instruments, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income, using the effective interest method.

 

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. If reclassification is required, the fair value of the derivative instrument, as of the determination date, is reclassified. Any previous charges or credits to income for changes in the fair value of the derivative instrument are not reversed. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company has no financial derivative instruments in the current reporting periods.

 

Net Income (Loss) Per Share

 

Basic earnings (loss) per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share are calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods when they are anti-dilutive, common stock equivalents, if any, are not considered in the computation. For the three and six months ended December 31, 2018 and 2017, the impact of outstanding stock equivalents has not been included as they would be anti-dilutive.

 

Stock-Based Compensation

 

In connection with terms of employment with the Company’s executives and employees, the Company occasionally issues options to acquire its common stock. Awards are made at the discretion of the Board of Directors. Such options may be exercisable at varying exercise prices and generally vest over a period of six months to a year.

 

The Company accounts for share-based compensation on the grant date fair value of the award. The Company estimates the fair value of the award using the Black-Scholes option pricing model for valuation of the share-based payments. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. The compensation cost is recognized over the expected vesting period. Share based payments to nonemployees are valued at the earlier or a commitment date or completion of services. The Company had stock-based compensation of $17,800 for the six months ending December 31, 2018, and $196,000 for the six months ended December 31, 2017.

 

Accounting Standards to be Adopted in Future Periods

 

In May 2014, the FASB issued ASC updated No. 2014-09, Revenue from Contracts with Customers (Topic 606 (ASU 2014-09). Under the amendments in this update, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in this update are effective for fiscal years and interim periods within those years beginning after December 15, 2017. The new standard is required to be applied either retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of applying the update recognized at the date of initial application. The new standard was adopted by the Company the quarter ended September 30,2018, and will not have an impact on our consolidated financial statements until revenue is achieved.

 

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.  This ASU is effective for annual periods beginning after December 15, 2017 and interim periods within fiscal years. ASU No 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The Company adopted this standard effective July 1, 2018 and it will not have a material impact on the Company’s financial position or results of operations.

 

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with a term of more than one year. Accounting by lessors will remain similar to existing U.S. GAAP. Subsequent accounting standards updates have been issued, which amend and/or clarify the application of ASU 2016-02. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018.  The Company has not adopted Topic 842 as of the filing of this 10-Q and at this time the new standard will not have an impact on our consolidated financial statements until significant a lease agreement is entered.

 

In November 2016, the FASB has issued ASU No. 2016-18, Statement of Cash Flows (Topic 230), which provides guidance on how restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This amendment is effective for fiscal years


10


beginning after December 15, 2017, and interim periods within those fiscal years. The new standard was adopted by the Company in the quarter ended September 30, 2018, and will not have a significant impact on our consolidated financial statements

 

In May 2017, FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of modification accounting surrounding share-based payment arrangements as issued in ASU 2016-09 by providing guidance on the various types of changes which would trigger modification accounting for share-based payment awards. ASU 2017-09 is effective for annual periods beginning after December 15, 2017. The new standard was adopted by the Company in the quarter ended September 30, 2018, and the Company does not expect the adoption of ASU 2017-09 to have a material effect on its business or on its financial position, results of operations or cash flows.

 

In August 2018, ASU No. 2018-13 was issued to modify and enhance the disclosure requirements for fair value measurements. This update is effective in fiscal years, including interim periods, beginning after December 1, 2020, and early adoption is permitted.  The Company is currently evaluating this guidance and the impact on its Consolidated Financial Statements.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.

 

NOTE 3 DEPOSIT ON MINERAL PROPERTY

 

Acquisition of Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company

 

On August 18, 2017, the Company signed the Bullard’s Peak Agreement and delivered $100,000 towards the purchase price. The Agreement is to purchase Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company and acquire 100% of the issued and outstanding capital stock for an initial cash purchase price of $3,000,000, to be paid with installments stated in the Bullard’s Peak Agreement. Title to the claims and capital stock will be transferred upon receipt by seller of the full purchase price. Additional installments were made as follows through the end of the current reporting period towards the purchase price:  

 

- August 30, 2017, the Company delivered $900,000;

- September 8, 2017, the Company delivered $500,000;

- October 13, 2017, the Company delivered $500,000;

- January 2, 2018, the Company delivered $500,000;

- October 15, 2018, the Company delivered $100,000;

- October 31, 2018, the Company delivered $100,000; and

- November 30, 2018, the Company delivered $100,000.

 

Purchase of four placer claims in British Columbia, Canada

 

On November 30, 2017, the Company entered into substantially identical agreements with Fortune Graphite, Inc. and Worldwide Graphite Producers, Ltd. to acquire a total of four placer claims for aggregate consideration of Can$400,000 and the issuance of 10,000,000 shares of Company common stock.  Title to these claims remained in trust with the sellers until payment in full.  To date, the Company has paid to the sellers’ consideration of US$210,116.  The Company disclosed in a Form 8-K filing on November 20, 2018 that it had been notified that it was in default with respect to these two November 2017 agreements and that the sellers threatened legal action.  The Company has engaged British Columbia counsel to review the two November 2017 agreements and has concluded that there were false representations made by the sellers and that certain conditions precedent of sellers were not satisfied.  As a result, the Company’s position is that these two November 2017 agreements are not and were never binding and have requested sellers to refund the US$210,116.  The Company so informed sellers on March 4, 2019.  The Company continues to evaluate its rights and remedies in connection with this matter.  As a result, the Company does not own any rights to the four placer claims located in the Vernon mining district of British Columbia, Canada (which property is more fully set forth in the Form 8-K filing dated November 20, 2018).

 

Billali Mine and the Jim Crow Imperial Mine Mineral Interest

 

In January 2019 the Company has acquired rights to two properties in western New Mexico, consisting of eight (8) patented claims and two unpatented claims, all located in the Steeple Rock Mining District, Grant County, New Mexico and a related water rights lease agreement.


11


The Company entered into a purchase agreement with a mining operator in January 2019 to purchase two properties in western New Mexico, the Billali Mine, and the Jim Crow Imperial Mine.  The purchase price for all rights and interests to be conveyed is $2,500,000 for the Billali Mine and $7,500,000 for the Jim Crow Imperial Mine, with aggregate consideration for both definitive agreements payable as follows per Amendment Three that is effective as of May 1, 2020:

*$500,000 paid to date as of the filing date; 

*buyer to pay $50,000 monthly commencing July 1, 2020, and continuing for the next subsequent 19 months; 

*commencing 30 days after the last payment above, and continuing for the for an additional 48 subsequent payments, buyer to make each 30 days a payment in the amount of $175,000; 

*after the final payment above and 30 days thereafter, the buyer will make the final payment of $100,000 completing the  purchase. 

*each payment made hereunder will be allocated twenty-five per cent (25%) to the Billali and seventy-five percent (75%) to the Jim Crow, Imperial. 

The Agreement has a 5% net smelter return (NSR) royalty on the nine patented Lode Claims with a royalty limit up to $650,000, and a 3% NSR thereafter.

 

Title and all rights and interest in the properties will be conveyed under the agreements upon completion of the payments of the purchase prices of the properties.

 

NOTE 4 – ACCRUED LIABILITIES

 

Accrued liabilities consist of the following at December 31, 2018 and June 30, 2018:

 

 

December 31,

 

 

June 30,

 

 

 

2018

 

 

2018

 

Interest

$

3,261,168

 

$

3,031,677

 

Vacation

 

15,770

 

 

15,770

 

Payroll

 

124,621

 

 

134,718

 

Franchise taxes

 

8,697

 

 

8,697

 

Merger costs, net

 

269,986

 

 

269,986

 

Other

 

19,579

 

 

19,579

 

Audit

 

18,557

 

 

18,557

 

Commodity supply agreement

 

3,260,319

 

 

3,154,423

 

Property taxes

 

253,523

 

 

253,523

 

 

$

7,232,220

 

$

6,906,930

 

 

NOTE 5 – COMPLETION GUARANTEE PAYABLE

 

At June 30, 2012, the Company calculated the completion guarantee payable provided by Amendment 1 under the Gold Stream Agreement with Sandstorm. See NOTE 9- CONTINGENCIES AND COMMITMENTS, Commodity Supply Agreement. Based upon the provisions of the Agreement and the related completion guarantee test, incremental financing charges totaling $504,049 were recognized in Other Expenses and accrued at June 30, 2012. These accrued charges, combined with the remaining uncredited liability totaled $3,359,873 at December 31, 2018 and June 30, 2018, respectively, and are reported as completion guarantee payable. Accrued interest on the completion guarantee payable at December 31, 2018 and June 30, 2018 was $1,146,554 and $1,058,357, respectively. Interest expense on the obligation for the six months ended December 31, 2018 and 2017 was $88,197, respectively.

 

NOTE 6 - SHARES SUBJECT TO MANDATORY REDEMPTION BY RELATED PARTY

 

On August 9, 2017, a related party returned a certificate for 20,000,000 shares of common stock and was issued a new certificate for 2,000,000 shares on the same date. The related party loaned the 18,000,000 shares to the Company to raise additional working capital until the Company increased the authorized common shares of the Company. The related party has set no specified return date after the increased share authorization and may make the election at their discretion. The value of the 18,000,000 shares is determined according to ASC 480, “ Distinguishing Liabilities from Equity”. On the return date of the shares to the Company the shares were valued at the market value. On each subsequent period measurement closing, the shares will be valued at the current market price and any increase in valuation from the initial valuation will be recorded as a designated interest expense. Any decrease in valuation from the initial valuation will be recorded to Addition Paid in Capital as the obligation is to a related party of the Company. The initial valuation on August 9, 2017 was $1,762,200 and at December 31, 2018 and June 30, 2018 was $1,422,000


12


and $1,638,000, respectively. The reduced valuation at December 31, 2018, resulted in an increase in Additional Paid in Capital of $216,000 for the six months ended December 31, 2018.

 

Upon return of the loaned shares to the related party, the obligation of associated theses shares will be eliminated and a corresponding entry made to Common Stock and Additional Paid in Capital.

 

NOTE 7 – NOTES PAYABLE

 

Pursuant to Share Exchange Agreement (the "Share Exchange Agreement") with Canarc Resource Corp., a British Columbia, Canada corporation whose common shares are listed on the TSX Exchange under the symbol CCM ("Canarc") on July 15, 2014, the Company and Carnac entered into an interim financing facility pursuant to which Canarc advanced a $200,000 loan to the Company and a $20,000 merger advance. The loan bears interest an initial compounded rate of 1% a month and was due and payable upon the closing of a gold bond financing by the Company or January 15, 2015, if the financing does not close. The financing did not close under this Agreement and the accrued compounded interest at that date was added to the principle and the  interest rate was increased to 14% per annum on the outstanding balance per the Share Exchange Agreement.

 

In December 2016 the court administered trust paid $9,897 to the note holder and was applied against the accrued interest on the note and was recorded as a gain on trust debt forgiveness.

 

A forbearance agreement by and among Santa Fe and Canarc Resource Corp. (“Canarc”) was entered into and effective as of February 12, 2018. Canarc loaned/advanced Santa Fe $220,000 in 2014. The funding requirements were not attained and the loan became due on January 15, 2015.  The Company agreed with Canarc to make four installment payments as follows: (i) $25,000 on February 14, 2018; (ii) $25,000 on June 30, 2018; (iii) $85,000 on October 1, 2018; and (iv) $85,000 on December 31, 2018. All payments were made on a timely basis. With the final payment completed, Canarc forgave $12,522 accrued interest on the note payable and note principle of $100,103 per the terms of the agreement and the Company recorded a gain on debt extinguishment of $112,625 in the quarter ended December 31, 2018. The notes balance at December 31, 2018 and June 30, 2018 was $0 and $232,522, respectively and accrued interest at December 31, 2018 and June 30, 2018 was $0 and $91,662. Interest expense for the six months December 31, 2018 and 2017 was $8,441 and $14,999.

 

On June 1, 2012, the Company entered into an installment sales contract for $593,657 to purchase certain equipment. The term of the agreement is for 48 months at an interest rate of 5.75%, with the equipment securing the loan. The balance owed on the note was $398,793 at December 31, 2018 and June 30, 2018 and had an accrued interest of $104,885 and $87,687, respectively. Interest expense on the note for the six months ended December 31, 2018 and 2017 was $17,198, respectively. In December 2016 the court administered trust paid $17,412 to the note holder and was applied against the accrued interest on the note and this amount was recorded as a gain on trust debt forgiveness. The Company has been unable to make its monthly payments since November 2013, currently is due and in default and the equipment has been returned to the vendor for sale and remains unsold at December 31, 2018.

 

During the three months ended March 31, 2019, an individual loaned the Company $203,000 for working capital purposes. The loan is at an annual interest rate of 6%, has no stated due date and is payable on demand by the lender. Interest expense for the three months was $872 and accrued interest on the loan at March 31, 2019 is $872.

 

In conjunction with the Merger Agreement, Tyhee and the Company entered into a Bridge Loan Agreement, pursuant to which Tyhee was obligated to advance up to $3 million to the Company in accordance with the terms thereof. Tyhee advanced the Company only $1,745,092 under the Bridge Loan as of June 30, 2014. The Bridge Loan bears an annual interest rate of 24%. At this time the Company and Tyhee are in disagreement as to the due date of the Bridge Loan. Tyhee has provided the Company with purported notice of default under the Bridge Loan Agreement. The Company has numerous claims against Tyhee resulting from the Merger Agreement, Tyhee’s failure to fund the total $3 million under the Bridge loan Agreement and Tyhee’s allocation of the proceeds from the Bridge Loan Agreement. At June 30, 2014, the Company recorded merger expenses that are due to Tyhee of $269,986 and is included in accrued liabilities at December 31, 2018 and June 30, 2018. This amount is net of a break fee of $300,000 due to the Company from Tyhee. Accrued interest on note at December 31, 2018 and June 30, 2018, was $1,947,645 and $1,736,513, respectively, is due and in default. Interest expense on the note for the six months ended December 31, 2018 and 2017 was $211,132, respectively.


13


 

 

The following summarizes notes payable: 

 

December 31,

 

 

June 30,

 

 

2018

 

 

2018

Working capital advances, interest at 1% per month, due January 15, 2015

— 

 

$

162,522

Merger advance

 

 

 

20,000

Installment sales contract on equipment, interest at 5.75%, payable in 48 monthly installments of $13,874, including interest through July 2016.

 

398,793

 

 

398,793

Note payable

 

203,000

 

 

Unsecured bridge loan notes payable, interest at 2% monthly, payable August 17, 2014, six months after the first advance on the bridge loan.

 

1,745,092

 

 

1,745,092

Notes payable - current

$

2,346,885

 

$

      2,326,407

 

NOTE 8 – FAIR VALUE MEASUREMENTS

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1

 

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2

 

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3

 

Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.  A slight change in unobservable inputs such as volatility can significantly have a significant impact on the fair value measurement of the derivatives liabilities.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

 

The Company’s financial instruments consist of derivative instruments which are measured at fair value on a recurring basis. The derivatives are measured on their respective origination dates, at the end of each reporting period and at other points in time when necessary, such as modifications, using Level 3 inputs in accordance with GAAP. The Company does not report any financial assets or liabilities that it measures using Level 1 or 2 inputs. The fair value measurement of financial instruments and other assets as of December 31, 2018 and June 30, 2018 are as follows:  

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

   None

 $

 

 

 $

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

   Share redemption to related party

 $

 

 $

1,422,000

 

$

 —

 

$

1,422,000

 


14


 

 

June 30, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

   None

 $

 

 $

 

 $

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

   Share redemption to related party

 $

 

 $

 

$

1,638,000

 

$

1,638,000

 

 

NOTE 9 – CONTINGENCIES AND COMMITMENTS

 

Commodity Supply Agreement  

 

In December 2009, the Company entered into a definitive gold stream agreement (the “Gold Stream Agreement”) with Sandstorm to deliver a portion of the life-of-mine gold production (excluding all silver production) from the Company’s Summit silver-gold mine. Under the agreement the Company received advances of $4,000,000 as an upfront deposit, plus continue to receive future ongoing payments equal to the lesser of: $400 per ounce or the prevailing market price, (the “Fixed Price”) for each ounce of gold delivered pursuant to the agreement for the life of the mine. The Company purchases and delivers refined gold in order to satisfy the requirements of the Gold Stream Agreement and receives the Fixed Price per ounce in cash from Sandstorm. The difference between the prevailing market price and the Fixed Price per ounce for gold delivered is credited against the upfront deposit of $4,000,000 until the obligation is reduced to zero. Future ongoing payments for gold deliveries will continue at the Fixed Price per ounce with no additional credits or advances to be received from Sandstorm. In certain circumstances, including failure to meet minimum production rates, interruption in production due to permitting issues and customary events of default, the agreement may be terminated. In such event, the Company may be required to return to Sandstorm any remaining uncredited balance of the original $4,000,000 upfront deposit. See NOTE 5 - COMPLETION GUARANTY PAYABLE. Gold production subject to the agreement includes 50% of the first 10,000 ounces of gold produced, and 22% of the gold thereafter. The net cost of delivering refined gold along with other related transactional costs corresponding to the Gold Stream Agreement are recorded in Other Expenses as Financing Costs - Commodity Supply Agreements.

 

Under the Gold Stream Agreement, the Company has a recorded obligation at December 31, 2018 and June 30, 2018, of 3,709 ounces of undelivered gold valued at approximately $3.26 and $3.15 million, respectively, in accrued liabilities net of the Fixed Price of $400 per ounce to be received upon delivery. The Summit silver-gold mine property referred to in this Gold Stream Agreement was sold in the 363 Asset Sale as of asset transfer on February 26, 2016.

 

Office and Real Property Leases

 

On August 1, 2015, the Company moved the office to a single room located in Albuquerque, NM, at the home of the CFO for a monthly rent of $500 until the Company is required to lease increased office space due to additional personnel requirements. Rental expense totaled $3,000 for the six months ended December 31, 2018 and 2017, respectively.

 

Title to Mineral Properties

 

Although the Company has taken steps, consistent with industry standards, to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

 

NOTE 10- STOCKHOLDERS' DEFICIT

 

Stock Returned and Cancelled

 

On July 28, 2017, a shareholder returned a certificate for 20,000,000 common shares to the Company for no value received by the shareholder and the investor was issued 2,000,000 shares on a new certificate. The net 18,000,000 cancelled shares are to be re-issued at a later time and the obligation will be accounted for as a derivative liability at the fair value of the shares and marked to market at each balance sheet date. The net 18,000,000 shares returned were recorded at Par Value of $36,000.

 

Issuance of Stock

 

Subscribed Capital

 

During the six months ended December 31, 2018, the Company accepted stock subscription payments of $350,000 for an aggregate of 4,375,000 shares of restricted common stock in excess of authorized capital. The Company received authorization by the


15


shareholders to increase Company’s authorized capital to 550,000,000 common shares on January 11, 2019 and the subscribed and granted shares were issued.

 

Issuance of Warrants and Expiration

 

During the six months ended December 31, 2018, the Company issued no new warrants and no warrants expired.

 

Stock Options and the Amended and Restated Equity Incentive Plan

 

During six months ended December 31, 2018, no options were granted and no options expired. Stock option and warrant activity, both within the 2007 EIP Amended, the Restated Equity Incentive Plan and outside of these plans, for the six months ended December 31, 2018, are as follows:

 

 

Stock Options

Stock Warrants

 

 

Weighted

 

Weighted

 

 

Average

 

Exercise

 

Shares

Price

Shares

Price

Outstanding at June 30, 2018

200,000

$0.075

4,420,000

$0.15

Granted

 Canceled

Expired

 Exercised

Outstanding at December 31, 2018

200,000

$0.075

4,420,000

$0.15

 

Stock options and warrants outstanding and exercisable at December 31, 2018 are as follows:

 

 

 

Outstanding and Exercisable Options

 

 

 

 

 

Outstanding and Exercisable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

 

 

 

Contractual

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

Contractual

 

 

Weighted

 

Exercise

 

 

 

 

 

 

 

Remaining

 

 

Average

 

 

Exercise

 

 

 

 

 

 

 

 

Remaining

 

 

Average

 

Price

 

Outstanding

 

 

Exercisable

 

 

Life

 

 

Exercise

 

 

Price

 

 

Outstanding

 

 

Exercisable

 

 

Life

 

 

Exercise

 

Range

 

Number

 

 

Number

 

 

(in Years)

 

 

Price

 

 

Range

 

 

Number

 

 

Number

 

 

(in Years)

 

 

Price

 

$0.07

 

100,000

 

 

100,000

 

 

1.00

 

$

0.07

 

$

0.15

 

 

4,420,000

 

 

4,420,000

 

 

.23

 

$

0.15

 

$0.08

 

100,000

 

 

100,000

 

 

.003

 

$

0.08

 

 

 

 

 

 

 

 

 

 

 

 

 

200,000

 

 

200,000

 

 

 

 

 

 

 

 

 

 

 

4,420,000

 

 

4,420,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding Options

 

 

.5

 

$

0.075

 

 

Outstanding Warrants

 

 

 

 

 

.23

 

$

0.15

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable Options

 

 

.5

 

$

0.075

 

 

Exercisable Warrants

 

 

 

 

 

.23

 

$

0.15

 

 

As of December 31, 2018, the aggregate intrinsic value of all stock options and warrants vested was $900. The intrinsic value of each option share is the difference between the fair market value of the common stock and the exercise price of such option or warrant share to the extent it is "in-the-money". Aggregate intrinsic value represents the value that would have been received by the holders of in-the money options had they exercised their options on the last trading day of the quarter and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $0.079 closing stock price of the common stock on December 31, 2018.

 

The total intrinsic value associated with options exercised during the six months ended December 31, 2018, was $0. Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option or warrant holder to exercise the options.

 

NOTE 11 – RELATED PARTY TRANSACTIONS

 

In order to expedite purchases of equipment and associated expenses in Silver City on behalf of the Company, SFG deposited funds into Mr. Laws certified public accounting practice account until a new bank account was opened at Wells Fargo.  Company expenses and purchases of equipment were done in that account. During the fiscal year 2017 an aggregate of $926,000 was deposited  to Mr. Laws account or was paid out of the corporate account at Mr. Law’s direction. At the end of the 2017 fiscal year Mr. Laws submitted expenditures on behalf of the Company totaling $1,009,099. Subsequent to the 2017 fiscal year ended, the board directors of the Company appointed a special committee which determined the funds expended by Mr. Laws were misappropriated in the amount of $971,099 and a deposit of $38,000 was valid and refunded to the Company in a subsequent period. Of this amount, the $500,000 deposit


16


that was to be made on the Alhambra Acquisition was subsequently determined never made the sellers. See NOTE 13 - Subsequent Events, Misappropriated Funds and Entry into a Material Definitive Agreement.

 

Prior to becoming a staff member of the Company, Mr. Laws our CEO, received a consulting fee and converted on January 1, 2018, to a full staff member.

 

As disclosed in the Company’s Form 8-K filed on October 1, 2018, a director and former chief executive officer of the Company, Mr. Thomas H. Laws, entered into a secured promissory note and security agreement in the principal amount of $930,000 in favor of the Company on September 19, 2018, bearing interest at the annual rate of 4% and maturing September 30, 2018 (“Secured Promissory Note”).  The Company requested the former chief executive to execute the Secured Promissory Note and security agreement as a result of the matters discussed below, prior to the completion of the special committee investigation. The security interests include certain real estate and a Cessna model 182G airplane. The Secured Promissory Note also contains late fee and default provisions under the deeds of trust, Security Agreement and other agreements.

 

The board of directors formed a special committee on September 26, 2018 to investigate and analyze certain financial transactions in the aggregate amount of approximately $1 million that occurred primarily between July 2016 and March 2018 involving Mr. Laws. The special committee investigation determined initially that Mr. Laws owes the Company $1,197,198, excluding penalty, accrued interest and additional associated costs. At the time of filing this Form 10-Q total costs associated with Mr. Laws is $1,651,263, including the additional incurred associated costs, of which $485,966 has been recovered by the Company from Mr. Laws. The Company does not anticipate collecting a material amount due from Mr. Laws and will be determined by the bankruptcy court.

 

The Company is in process of restating the previously issued consolidated financial statements for, and financial information relating to, the fiscal year ended June 30, 2017.

 

Subsequent review of these transactions for the fiscal year ended June 30, 2017, resulted in a restatement of assets and operating costs in the amount of $971,099 and charged to the former chief executive officer.

  

Mr. Laws was terminated as the at-will chief executive officer of the Company on September 24, 2018.  Currently no interim chief executive officer has been named to replace Mr. Laws.  

 

In November 2018, Santa Fe filed a complaint in Luna County District Court, State of New Mexico, requesting a $930,000 money judgment against Mr. and Mrs. Laws, in addition to foreclosing on the mortgage Mr. and Ms. Laws granted to Santa Fe on real property to secure the promissory note located in Luna County, New Mexico. 

 

In November 2018, Santa Fe filed a similar complaint in Grant County District Court, State of New Mexico, as Mr. and Mrs. Laws and XYZ Ranch Estates, LLC granted Santa Fe a deed of trust and a mortgage, respectively, on several pieces of real property in Grant County, New Mexico. Mr. Laws also granted Santa Fe a security agreement on an airplane located in Grant County, New Mexico.  The complaint in Grant County requested a money judgment in the amount of $930,000 against Mr. and Mrs. Laws, in addition to a request to foreclose on the assets pledged to us located in Grant County, New Mexico. 

 

As of the filing of this report, Mr. Laws has pleaded guilty to various charges brought against him by government officials, which include the Company allegations. Mr. Laws is currently awaiting sentencing on the pleaded to charges. The Company attorneys have filed all required documents for future monetary settlements to be determined by the court.

 

On August 9, 2017, a related party shareholder returned a certificate for 20,000,000 common shares to the Company for no value received by the shareholder and the investor was issued 2,000,000 shares on a new certificate. The net 18,000,000 cancelled shares are to be re-issued at a later time and the obligation will be accounted for under ASC 480, “Distinguishing Liabilities from Equity” at the fair market value of the shares and marked to market at each balance sheet date. On April 4, 2018, the investor became a director of the Company. See NOTE 6 – SHARE OBLIGATION TO RELATED PARTY for additional disclosures.

 

An individual consultant, who is instrumentally helpful to the Company in raising funds and is compensated on consulting basis, as disclosed in NOTE 13 – SUBSEQUENT EVENTS, Recent Issuances of Unregistered Securities. During the three months ended September 30, 2018, received the final finder’s fees totaling $20,000 on August 14, 2018.

 

During the three months ended December 31, 2018, the chief financial officer the Company loaned the Company $30,689 for working capital purposes. The loan is at an annual interest rate of 6%, has no stated due date and is payable on demand by the lender. At December 31, 2018, the outstanding principle balance was $30,689 and accrued interest was $185.


17


Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

NOTE 12 – LEGAL PROCEEDINGS

 

All legal proceedings were stayed with the filing of Chapter 11 bankruptcy.

 

Boart Long year Company v. Lordsburg Mining Company, Case No. D-2-2-CV-2015- 06048, County of Bernalillo, NM; Boart Longyear Company v. Lordsburg Mining Company, Case No. D-721-CV-2015- 00058, County of Sierra, NM; and Boart Longyear Company v. Lordsburg Mining Company, Case No. D-608-CV- 201500165, County of Quintero, NM.  There are a series of collection cases by Boart Longyear Company, a company that obtained Utah judgments for equipment delivered to Lordsburg Mining Company in the aggregate amounts of $158,480 and has an interest rate of 5.25% per annum. The Company accrued back interest on judgement during the quarter ended December 31, 2016, of $13,860 and recorded $21,454 in legal fees awarded in the judgement. In December 2016 the court administered trust paid $6,287 to Bogart Longyear and was applied against the accrued interest on the obligation and was recorded as a gain on trust debt forgiveness. During the six months ended December 31, 2018 and 2017, the Company accrued interest on the obligation of $4,194, respectively. Accrued interest on the obligation at December 31, 2018 and June 30, 2018 was $24,213 and $20,019, respectively. Interest expense on the obligation for the six months ended December 31, 2018 and 2017 was $4,194, respectively.

 

Wagner Equipment Co. v. Lordsburg Mining Company, Case No. D-2014-02372, County of Bernalillo, NM 28 is a collection case by Wagner equipment, who obtained judgment for equipment delivered to Lordsburg Mining Company in the amount of $115,789 and has a rate of interest of 8.75% per annum. The Company accrued back interest on judgement during the quarter ended December 31, 2016, of $26,875. In December 2016 the court administered trust paid $4,591 to Wagner equipment and was applied against the accrued interest on the obligation and was recorded as a gain on trust debt forgiveness. During the six months ended December 31, 2018 and 2017, the Company interest expense on the obligation was $5,107, respectively. Accrued interest on the obligation at December 31, 2018 and June 30, 2018 was $42,547 and $37,440, respectively.

 

The bankruptcy court set up a Trust fund that will be funded by the activities of the Summit mine for five (5) years after reopening of the mine and the trust funds will be distributed by an independent trustee to all credit holders on record.  Currently all debts at the time of the bankruptcy are currently due and in default. None of the claims have been reopened since June 2016.

 

The Department of Justice (“DOJ”) and the U.S. Securities and Exchange Commission (“SEC”) have each initiated investigation into the Company and certain other individuals, resulting from the Laws transactions and related misappropriation of funds described herein.  The SEC has obtained a formal order to investigate the Company.  The DOJ investigation is still preliminary. These types of investigations are expensive, time-consuming for management, and unpredictable – often resulting in other aspects of the Company’s operations becoming subject to regulatory scrutiny.  These investigations are ongoing and no prediction can be made regarding the timing or outcome of such matters including remedial action pursued against the Company and others, including its officers and directors.   

 

In accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for its financial statements not to be misleading. The Company does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote.

 

We are subject from time to time to litigation, claims and suits arising in the ordinary course of business. Other than the above-described litigation, as of December 31, 2018, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements.

 

Because litigation outcomes are inherently unpredictable, the Company’s evaluation of legal proceedings often involves a series of complex assessments by management about future events and can rely heavily on estimates and assumptions. If the assessments indicate that loss contingencies that could be material to any one of its financial statements are not probable, but are reasonably possible, or are probable, but cannot be estimated, then the Company discloses the nature of the loss contingencies, together with an estimate of the range of possible loss or a statement that such loss is not reasonably estimable. While the consequences of certain unresolved proceedings are not presently determinable, and an estimate of the probable and reasonably possible loss or range of loss in excess of amounts accrued for such proceedings cannot be reasonably made, an adverse outcome from such proceedings could have a material adverse effect on its financial statements in any given reporting period. However, in the opinion of


18


Management, after consulting with legal counsel, the ultimate liability related to the current outstanding litigation is not expected to have a material adverse effect on its financial statements.

 

NOTE 13 – SUBSEQUENT EVENTS

 

Recent Issuances of Unregistered Securities

In the period from January 2019 through August 11, 2020, the Company sold an aggregate of 49,584,243 restricted common shares to accredited shareholders and the Company received aggregate proceeds of $3,101,980 from these sales. In addition, our chairman purchased 10,392,858 restricted common shares for $675,000. The issuance of the restricted common shares, were exempt from registration requirements of the Security Act of 1933, as amended, pursuant to Section 4(a)2, thereof because such issuance did not involve a public offering. In connection with the placements, the Company incurred no consulting fees.

 

During the period January 2019 and July 15, 2020, the Company issued 3,836,018 restricted shares of common stock for consulting services at an aggregated market value of $351,794 on the date of issuance. The issuance of the restricted common shares, were exempt from registration requirements of the Security Act of 1933, as amended, pursuant to Section 4(a)2, thereof because such issuance did not involve a public offering.

 

In the period from January 1, 2019 through August 11, 2020, the Company issued warrants to accredited  investors aggregating 4,500,000,  and 2,250,000 warrants to the chairman of the board that were attached to restricted stock purchases. The warrants were vested at issuance, have a three-year life and an exercise price of $0.05 and $0.07 per share.

 

On March 20, 2019, the Company granted our Chairman of the Board of Directors and our Chief Financial Officer each 15,000,000 cashless five-year options at a strike price of $0.05, the market price on the date of the grant, for their efforts on reviving the Company.

 

On April 10, 2020 , the Company converted $100,000 of accrued salary for the Company CFO into 2,000,000 shares of restricted common stock at a market value of $117,000 on the date on grant and recorded a loss on debt conversion of $17,000. Warrants issued in conjunction with the conversion were 1,000,000 vested three-year warrants and have an exercise price of $0.05 per share.

 

On June 30, 2020 , the Company converted a note payable with the Company CFO consisting of principal and interest of $42,036 and $6,178, respectively, into 964,299 shares of restricted common stock at $0.05 per share. The market value on the date of conversion was $67,501 and on the date of conversion the Company recorded a loss on debt conversion of $19,287. In conjunction with the conversion 482,149 vested three-year warrants were granted and have an exercise price of $0.05 per share.

 

Alhambra Acquisition

 

Pursuant to a stock purchase agreement dated August 2017, the Company will acquire all the capital stock of Bullard’s Peak Corporation (which owns five patented claims and 82 unpatented claims in the Black Hawk district of New Mexico) from Black Hawk Consolidated Mines Company for a purchase price of $3,000,000, and the capital stock of Bullard’s Peak Corporation and the mining claims collateralize the full purchase price payment.  The Company granted the seller a 2% net smelter return in perpetuity.  The net smelter return is the greater of (i) all monies the Company receives for or from any and all ore removed from the property comprising the mining claims whether for exploration, mining operations or any other reason, and (ii) the fair market value of removed ore from the property comprising the mining claims.  Title to the claims will be transferred upon receipt by seller of the full purchase price.  In August 2018, the Company was informed that the seller terminated the stock purchase agreement.  Pursuant to an amendment to the stock purchase agreement in October 2018, the Company paid the seller $100,000 and the seller rescinded the August 2018 election to terminate the stock purchase agreement and waived all then existing events of default and any additional interest, late fees, and other damage claims due to the Company’s prior breaches of the stock purchase agreement.  On October 31, 2018, the Company paid the seller an additional $100,000.  The balance of the purchase price of $350,365 (which includes $50,365 of expenses that the Company agreed to reimburse seller) is required to be paid: (i) $100,000 on or before November 30, 2018 and (ii) $250,365 on or before December 31, 2018.  If any payment is not timely paid, all rights of the Company under the stock purchase agreement shall become automatically null and void and seller shall retain all monies paid as liquidated damages for the Company’s breach, and seller shall have no further obligations to the Company, including but not limited to, any obligation to transfer the capital stock of Bullard’s Peak Corporation to the Company pursuant to the terms of the stock purchase agreement. We paid $100,000 in November 2018 with respect to the Alhambra Silver Mine acquisition and owed a balance of approximately $250,000 on December 31, 2018, to complete the acquisition. Lack of funding on December 31, 2018 resulted in us entering into a third amendment pursuant to which we paid $65,000 on January 2, 2019, a late fee payment on February 1, 2019 of $50,000, a $100,000 on February 28, 2019, and the final payment of $100,365 was paid on April 2, 2019, for the total acquisition cost of $3,115,365.

 

In February 2018, the Company filed for a permit to start operations at the Bullard’s Peak property. The permit was awarded on March 7, 2018. As of the filing of this report, no operations have commenced.


19


 

British Columbia Properties

 

On November 30, 2017, the Company entered into substantially identical agreements with Fortune Graphite, Inc. and Worldwide Graphite Producers, Ltd. to acquire a total of four placer claims for aggregate consideration of Can$400,000 and the issuance of 10,000,000 shares of Company common stock.  Title to these claims remained in trust with the sellers until payment in full.  To date, the Company has paid to the sellers’ consideration of Can$205,000. The Company disclosed in a Form 8-K filing on November 20, 2018 that it had been notified that it was in default with respect to these two November 2017 agreements and that the sellers threatened legal action.  The Company has engaged British Columbia counsel to review the two November 2017 agreements and has concluded that there were false representations made by the sellers and that certain conditions precedent of sellers were not satisfied.  As a result, the Company’s position is that these two November 2017 agreements are not and were never binding and have requested sellers to refund the Can$205,000.  The Company so informed sellers on March 4, 2019. The Company continues to evaluate its rights and remedies in connection with this matter. As a result, the Company does not own any rights to the four placer claims located in the Vernon mining district of British Columbia, Canada (which property is more fully set forth in the Form 8-K filing dated November 20, 2018. The Company position subsequently is to void the transaction based upon the questionable claim activity and due to the uncertainty of the outcome has provided an impairment of the amount at June 30, 2019, in the amount of US$210,116.

 

Billali Mine and the Jim Crow Imperial Mine Mineral Interest

 

In January 2019 the Company has acquired rights to two properties in western New Mexico, consisting of eight (8) patented claims and two unpatented claims, all located in the Steeple Rock Mining District, Grant County, New Mexico and a related water rights lease agreement.

 

The Company entered into a purchase agreement with a mining operator in January 2019 to purchase two properties in western New Mexico, the Billali Mine, and the Jim Crow Imperial Mine.  The purchase price for all rights and interests to be conveyed is $2,500,000 for the Billali Mine and $7,500,000 for the Jim Crow Imperial Mine, with aggregate consideration for both definitive agreements payable as follows per Amendment Three that is effective as of May 1, 2020:

*$500,000 paid to date as of the filing date; 

*buyer to pay $50,000 monthly commencing   July 1, 2020, and continuing for the next subsequent 19 months; 

*commencing 30 days after the last payment above, and continuing for the for an additional 48 subsequent payments, buyer to make each 30 days  a payment in the amount of  $175,000; 

*after the final payment above and 30 days thereafter, the buyer will make the final payment of $100,000 completing the  purchase. 

*each payment made hereunder will be allocated twenty-five per cent (25%) to the Billali and seventy-five percent (75%) to the Jim Crow, Imperial. 

The Agreement has a 5% net smelter return (NSR) royalty on the nine patented Lode Claims with a royalty limit up to $650,000, and a 3% NSR thereafter.

 

Title and all rights and interest in the properties will be conveyed under the agreements upon completion of the payments of the purchase prices of the properties.

 

Items Voted upon at the Company Shareholders Meeting

 

The Company held a shareholder meeting on January 11, 2019, in Albuquerque, New Mexico, and a majority of our shareholders voted to (i) amend our certificate of incorporation to increase the authorized shares of common stock that we have authority to issue from 300,000,000 shares to 550,000,000 shares and (ii) remove Thomas Laws as a director.

 

Resignation of Board members

 

Longtime Board member Erich Hofer resigned effective December 28, 2018, and Tom Laws resigned effective January 9, 2019 (just prior to the shareholder meeting on January 11, 2019 in which the shareholders voted to remove him as a director).


20


 

Misappropriation of Funds and Entry into a Material Definitive Agreement

 

As disclosed in the Company’s Form 8-K filed on October 1, 2018, a director and former chief executive officer of the Company, Mr. Thomas H. Laws, entered into a secured promissory note and security agreement in the principal amount of $930,000 in favor of the Company on September 19, 2018, bearing interest at the annual rate of 4% and maturing September 30, 2018 (“Secured Promissory Note”).  The Company requested the former chief executive to execute the Secured Promissory Note and security agreement as a result of the matters discussed below, prior to the completion of the special committee investigation. The security interests include certain real estate and a Cessna model 182G airplane. The Secured Promissory Note also contains late fee and default provisions under the deeds of trust, Security Agreement and other agreements.

 

The board of directors formed a special committee on September 26, 2018 to investigate and analyze certain financial transactions in the aggregate amount of approximately $1 million that occurred primarily between July 2016 and March 2018 involving Mr. Laws. The special committee investigation determined initially that Mr. Laws owes the Company $1,197,198, excluding penalty, accrued interest and additional associated costs. At the time of filing this Form 10-Q total costs associated with Mr. Laws is $1,651,263 of which $485,966 has been recovered by the Company. The Company does not anticipate collecting a material amount due from Mr. Laws and will be determined by the bankruptcy court

 

The Company is in process of restating the previously issued consolidated financial statements for, and financial information relating to, the fiscal year ended June 30, 2017.

 

Subsequent review of these transactions for the fiscal year ended June 30, 2017, resulted in a restatement of assets and operating costs in the amount of $971,099 and charged to the former chief executive officer.

  

Mr. Laws was terminated as the at-will chief executive officer of the Company on September 24, 2018.  Currently no interim chief executive officer has been named to replace Mr. Laws.  

 

In November 2018, Santa Fe filed a complaint in Luna County District Court, State of New Mexico, requesting a $930,000 money judgment against Mr. and Mrs. Laws, in addition to foreclosing on the mortgage Mr. and Ms. Laws granted to Santa Fe on real property to secure the promissory note located in Luna County, New Mexico. 

 

In November 2018, Santa Fe filed a similar complaint in Grant County District Court, State of New Mexico, as Mr. and Mrs. Laws and XYZ Ranch Estates, LLC granted Santa Fe a deed of trust and a mortgage, respectively, on several pieces of real property in Grant County, New Mexico. Mr. Laws also granted Santa Fe a security agreement on an airplane located in Grant County, New Mexico.  The complaint in Grant County requested a money judgment in the amount of $930,000 against Mr. and Mrs. Laws, in addition to a request to foreclose on the assets pledged to us located in Grant County, New Mexico. 

 

As of the filing of this report, Mr. Laws has pleaded guilty to various charges brought against him by government officials, which include the Company allegations. Mr. Laws is currently awaiting sentencing on the pleaded to charges. The Company attorneys have filed all required documents for future monetary settlements to be determined by the court.

 

Extinguishment of Debt

 

Based upon a legal opinion from our British Columbia legal consul, the Company at June 30, 2019, wrote off of two financing facilities under British Columbia law where the statute of limitations had run out pursuant to the Limitations Act (British Columbia) and that no future claims can be commenced in the Providence of British Columbia and the Company has no outstanding legal obligation on the finance facilities. The Company also paid off a negotiated settlement under a Forbearance Agreement during our fiscal year ended June 30, 2019, and wrote off the remaining obligation balance.

 

Merger Agreement, loan balance

$ 1,745,092

Merger Agreement, loan accrued interest

2,155,335

Merger Agreement accrued fees

     269,986

Goldstream loan balance

  3,742,505

Completion Guaranty accrued interest

  1,234,749

Completion Guaranty Payable

  3,359,873

Forbearance Agreement

     112,625

Total Debt Extinguishment

$ 12,620,165

 


21


ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Form 10-Q contains certain “forward-looking” statements as such term is defined by the Securities and Exchange Commission in its rules, regulations and releases, which represent the Company’s expectations or beliefs, including but not limited to, statements concerning the Company’s strategy, operations, economic performance, financial condition, resource drilling strategies, investments, and future operational plans. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intent,” “could,” “estimate,” “might,” “plan,” “predict” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements. This Form 10-Q contains forward-looking statements, many assuming that the Company secures adequate financing and is able to continue as a going concern, including statements regarding, among other things: our ability to continue as a going concern;

 

exploration for minerals is highly speculative and involves greater risk than many other businesses; as such, most exploration programs fail to result in the discovery of economic mineralization; 

our mineralized material calculations at various projects are only estimates and are based principally on historic data; 

actual capital costs, operating costs, production and economic returns may differ significantly from those that we have anticipated; 

exposure to all of the risks associated with restarting and establishing new mining operations, if the development of one or more of our mineral projects is found to be economically feasible; 

title to some of our mineral properties may be uncertain or defective; 

land reclamation and mine closure may be burdensome and costly; 

significant risk and hazards associated with mining operations; 

we will require additional financing in the future to develop a mine at any other projects; 

the requirements that we obtain, maintain and renew environmental, construction and mining permits, which is often a costly and time-consuming process and may be opposed by local environmental group; 

our anticipated needs for working capital; 

our ability to secure financing; 

claims and legal proceedings against us; 

our lack of necessary financial resources to complete development of our projects and the uncertainty of our future financing plans; 

our exposure to material costs, liabilities and obligations because of environmental laws and regulations (including changes thereto) and permits; 

changes in the price of silver and gold; 

extensive regulation by the U.S. government as well as state and local governments; 

our projected sales and profitability; 

our business growth strategies;

anticipated trends in our industry; 

the lack of commercial acceptance of our product or by-products;

problems regarding availability of materials and equipment; 

failure of equipment to process or operate in accordance with specifications, including expected throughput, which could prevent the production of commercially viable output; and 

our ability to seek out and acquire high quality gold, silver and/or copper properties. 


22


The Company does not intend to undertake to update the information in this Form 10-Q if any forward-looking statement later turns out to be inaccurate.

 

The following discussion summarizes the results of our operations for the three and the six months ending December 31, 2018 and 2017, but with the knowledge that Santa Fe Gold with all its subsidiaries filed for Bankruptcy - Chapter 11 in August 2015 and the case was dismissed from bankruptcy on June 15, 2016.

 

Basis of Presentation and Going Concern

 

The consolidated unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As a result of these circumstances, management concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern as it is currently structured.

 

The future of the Company is discussed in the 10-K filings for the fiscal year ended June 30, 2019.

 

Santa Fe Gold Corporation (“Santa Fe”, "the Company”, “our” or “we”) is a U.S. mining company, incorporated in 1991 in the state of Delaware. Our general business strategy is to acquire explore, develop and to create shareholder value.

 

The Company has recorded a loss of $470,646 or the six months ended December 31, 2018, and has a total accumulated deficit of $102,484,020 and a working capital deficit at December 31, 2018, of $19,167,446. The Company currently has no source of generating revenue.

 

To continue as a going concern, the Company is dependent on continued capital financing for project development, repayment of various debt facilities and payment of current operating expenses until the Company has acquired new mining claims and an acceptable source to process the mineralized ore to generate revenue. We have no commitment from any party to provide additional working capital and there is no assurance that any funding will be available as required, or if available, that its terms will be favorable or acceptable to the Company.

 

At December 31, 2018, the Company was in defaults on payments of approximately $7.77million under a gold stream agreement (the “Gold Stream Agreement”) with Sandstorm Gold Ltd. (“Sandstorm”), other notes payable principle aggregating approximating $2.35 million, accrued liabilities of approximately $2.83 million and accounts payable approximating $3.04 million.

 

The results of operations in the past reflected a continued under-capitalization of our projects which required additional funding to be able to achieve full project performance and sustained potential profitability. We currently are dependent on additional financing to resume any mining operations and to continue our exploration efforts in the future if warranted.

 

Operating Results for the Three Months Ended December 31, 2018 and 2017

 

Sales, net

 

During the three months ended December 31, 2018 and 2017, the Company had no revenue in the periods of measurements.

 

Operating Costs and Expenses

 

Our operating cost incurred in three months ended December 31, 2018, decreased $275,238 from $501,315 in the three months ended December 31, 2017, to $226,077 for the current period of measurement. The decrease in operating costs in the current period of measurement is attributable decreased general and administrative of  costs of $274,235. The main components of this decrease are a decrease in consulting fees of $306,868 and offset by increases of legal fees of $32,230 and transfer agent fees of $20.990.

 

Other Income (Expense)

 

Other income (expense) for three months ended December 31, 2018, was $(390,861) as compared to $(1,697,098) for three months ended December 31, 2017, a decrease in other expense of $1,306,237. The net decrease in other expense for the current period measurement is mainly comprised of the following component decreases in: loss on misappropriation of funds of $47,454, interest on mandatory redemption shares by related party of $1,440,000 and interest expense of $16,531 and increase in other income of $112,625 from a gain on debt extinguishment. These decreases in other expenses were offset by an increase in financing costs – commodity supply agreement of $311,010.


23


For the three months ended December 31, 2018, financing costs – commodity supply agreements had an increased loss of $311,010 from the comparable period of measurement, which had a loss of $29,302. The financing costs for commodity supply agreements relate directly to production delivery of refined precious metals to Sandstorm in the prior period of measurement. The financing costs are adjusted period-to-period based upon the total number of undelivered gold and silver ounces outstanding at the end of each period. The increased in the current period of measurement is driven by an increase in precious metals prices.

 

The interest on mandatory redemption shares by related party of $1,440,000 in the prior period of measurement is a result of each subsequent period measurement closing, the shares will be valued at the current market price and any increase in valuation from the initial valuation will be recorded as a designated interest expense. Any decrease in valuation from the initial valuation will be recorded to Addition Paid in Capital as the obligation is to a related party of the Company.

 

The decrease in interest expense for the current period of measurement was $16,531, and is mainly a result of a decrease in interest bearing loan balances.

 

Operating Results for the Six Months Ended December 31, 2018 and 2017

 

Sales, net

 

During the six months ended December 31, 2018 and 2017, the Company had no revenue in the periods of measurements.

 

Operating Costs and Expenses

 

Our operating cost incurred in six months ended December 31, 2018, decreased $468,773 from $995,252 in the six months ended December 31, 2017,  to $526,479 for the current period of measurement. The decrease in operating costs in the current period of measurement is mainly attributable decreased general and administrative of $441,865. The main components of this decrease are a decrease in consulting fees of $512,808 and offset by increases of legal fees of $71,927 and transfer agent fees of $21,173.

 

Other Income (Expense)

 

Other income (expense) for six months ended December 31, 2018, was $55,833 as compared to $(2,056,036) for six months ended December 31, 2017, a decrease in other expense of $2,111,869. The net decrease in other expenses for the current period measurement is mainly comprised of decreased losses in the following components: misappropriation of funds of $431,268, financing costs – commodity supply agreement of $74,925 and interest on mandatory redemption shares by related party of $1,477,800, interest expense of $14,614 and a gain on debt extinguishment of $112,625.

 

During the current period of measurement, the Company received reimbursements of misappropriated fund aggregating $378,060 as compared to the prior period of measurement loss of $53,208, a change of $431,268.

 

For the six months ended December 31, 2018, financing costs – commodity supply agreements had a decreased loss of $105,895 from the comparable period of measurement, which had i loss of $180,820. The financing costs for commodity supply agreements relate directly to production delivery of refined precious metals to Sandstorm in the prior period of measurement. The financing costs are adjusted period-to-period based upon the total number of undelivered gold and silver ounces outstanding at the end of each period. The decrease in the current period of measurement is driven by a decrease in precious metals prices.

 

The interest on mandatory redemption shares by related party of $1,477,800 is a result of each subsequent period measurement closing, the shares will be valued at the current market price and any increase in valuation from the initial valuation will be recorded as a designated interest expense. Any decrease in valuation from the initial valuation will be recorded to Addition Paid in Capital as the obligation is to a related party of the Company.

 

The decrease in interest expense for the current period of measurement was $14,614, and is mainly a result of a decrease in interest bearing loan balances.

 

Liquidity and Capital Resources; Plan of Operation

 

As of December 31, 2018, we had cash of $18,733 and we had a working capital deficit of $19,167,446.

 

At December 31, 2018, we were in arrears on payments totaling approximately $7.77 million under a gold stream agreement (the “Gold Stream Agreement”) with Sandstorm in the Santa Fe Gold Barbados subsidiary and other corporate cash related debt approximating $11.46 million.


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The Company upon emergence resorted to selling equity for cash so as to proceed on reviving the Company. Currently we have no continuing commitment from any party to provide necessary additional working capital, or if one becomes available, there is no certainty that its terms will be favorable or acceptable to the Company to continue its current business plan.

 

On July 19, 2016, a new company was formed: Santa Fe Acquisition LLC (“SFA”) with Tom Laws, our CEO, as the signer, for the sole purpose of acquiring assets for Santa Fe Gold (“SFG”). On September 25, 2017, with an effective date of July 23, 2016, the CEO assigned ownership of SFA to Santa Fe Gold whereby SFG became to sole member of SFA resulting in SFA becoming a wholly owned subsidiary of SFG.  All major purchases were made through the SFA Company for the benefit of SFG, with the funding provided by SFG.     

 

During the six months ending December 31, 2018, the Company continued to implement its initial plan to emerge from the bankruptcy proceedings. The Company raised $350,000 from the sale of common stock subscriptions and received loans from two related parties aggregating $233,689. The funds were used as working capital to implement the Company business plan.

 

On August 18, 2017, the Company signed the Bullard’s Peak Agreement and delivered $100,000 towards the purchase price. The Agreement is to purchase Bullard’s Peak Corporation and Black Hawk Consolidated Mines Company and acquire 100% of the issued and outstanding capital stock for a cash purchase price in the aggregate amount of $3,000,000, to be paid with installments stated in the Bullard’s Peak Agreement. Title to the claims and transfer of the issued and outstanding  shares will be transferred upon receipt by seller of the full purchase price. The final payment was made on April 2, 2019 and the final purchase price with related costs was $3,115,365.

 

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

ITEM 4 – CONTROLS AND PROCEDURES

 

During the three months ended December 31, 2018, our management, with the participation of our Chairman and Chief Financial Officer of the Company at that time, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended. Our Chairman and Interim Chief Financial Officer have concluded that, as of December 31, 2018, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the required time periods and are designed to ensure that information required to be disclosed in our reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. This was due to the following material weakness:

 

Due to the Company’s continuing financial condition, the Company had limited personnel which resulted in a lack of segregation of duties and a lack of formal reviews at multiple levels. A significant weakness existed that our then current Chief Executive Officer, also a CPA, insisted on maintaining various original detail financial records at his office and not the corporate office. The lack of not receiving these original documents and related reviews, resulted in the Company uncovering a misappropriation of Company funds by the then current Chief Executive Officer.

 

Inherent Limitations over Internal Controls

 

The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”).

 

While present in our design of internal controls, our internal controls over financial reporting and disclosure are not written; however, the operation of many controls are in place and are applied on a consistent basis. Company personnel perform controls standard to: 1) approve all Company expenditures, 2) approve and sign contractual obligations, 3) reconcile bank accounts and other general ledger accounts, and 4) many other similar rudimentary controls applied as best practice.

 

However, we have concluded that due to the Company’s small size and limited personnel available to perform control functions, and the weakness described above, the Company was precluded from applying adequate segregation of duties in financial transactions. The Company has taken steps to assure all original financial documents are received and maintained at the corporate office. The material weaknesses described are common to companies of our similar size and staffing in our industry. We expect these material weakness conditions to continue for the foreseeable future, or until Company growth results in additional personnel to perform segregated financial functions.


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Management, including the Company’s Chairman and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, during the three months ended September 30, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II     

OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

All legal proceedings were stayed with the filing of Chapter 11 bankruptcy.

 

Boart Long year Company v. Lordsburg Mining Company, Case No. D-2-2-CV-2015- 06048, County of Bernalillo, NM; Boart Longyear Company v. Lordsburg Mining Company, Case No. D-721-CV-2015- 00058, County of Sierra, NM; and Boart Longyear Company v. Lordsburg Mining Company, Case No. D-608-CV- 201500165, County of Quintero, NM.  There are a series of collection cases by Boart Longyear Company, a company that obtained Utah judgments for equipment delivered to Lordsburg Mining Company in the aggregate amounts of $158,480 and has an interest rate of 5.25% per annum. The Company accrued back interest on judgement during the quarter ended December 31, 2016, of $13,860 and recorded $21,454 in legal fees awarded in the judgement. In December 2016 the court administered trust paid $6,287 to Bogart Longyear and was applied against the accrued interest on the obligation and was recorded as a gain on trust debt forgiveness. During the six months ended December 31, 2018 and 2017, the Company accrued interest on the obligation of $4,194, respectively. Accrued interest on the obligation at December 31, 2018 and June 30, 2017 was $24,213 and $20,019, respectively.

 

Wagner Equipment Co. v. Lordsburg Mining Company, Case No. D-2014-02372, County of Bernalillo, NM 28 is a collection case by Wagner equipment, who obtained judgment for equipment delivered to Lordsburg Mining Company in the amount of $115,789 and has a rate of interest of 8.75% per annum. The Company accrued back interest on judgement during the quarter ended December 31, 2016, of $26,875. In December 2016 the court administered trust paid $4,591 to Wagner equipment and was applied against the accrued interest on the obligation and was recorded as a gain on trust debt forgiveness. During the six months ended December 31, 2018 and 2017, the Company accrued interest on the obligation of $11,465. Accrued interest on the obligation at December 31, 2018 and June 30, 2018 was $99,162 and $87,687, respectively.

 

The bankruptcy court set up a Trust fund that will be funded by the activities of the Summit mine for five (5) years after reopening of the mine and the trust funds will be distributed by an independent trustee to all credit holders on record.  Currently all debts at the time of the bankruptcy are currently due and in default. None of the claims have been reopened since June 2016.

 

The Department of Justice (“DOJ”) and the U.S. Securities and Exchange Commission (“SEC”) have each initiated investigation into the Company and certain other individuals, resulting from the Laws transactions and related misappropriation of funds described herein.  The SEC has obtained a formal order to investigate the Company.  The DOJ investigation is still preliminary. These types of investigations are expensive, time-consuming for management, and unpredictable – often resulting in other aspects of the Company’s operations becoming subject to regulatory scrutiny.  These investigations are ongoing and no prediction can be made regarding the timing or outcome of such matters including remedial action pursued against the Company and others, including its officers and directors.   

 

In accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued, if such disclosure is necessary for its financial statements not to be misleading. The Company does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote.


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We are subject from time to time to litigation, claims and suits arising in the ordinary course of business. Other than the above-described litigation, as of December 31, 2018, we were not a party to any material litigation, claim or suit whose outcome could have a material effect on our financial statements.

 

Because litigation outcomes are inherently unpredictable, the Company’s evaluation of legal proceedings often involves a series of complex assessments by management about future events and can rely heavily on estimates and assumptions. If the assessments indicate that loss contingencies that could be material to any one of its financial statements are not probable, but are reasonably possible, or are probable, but cannot be estimated, then the Company discloses the nature of the loss contingencies, together with an estimate of the range of possible loss or a statement that such loss is not reasonably estimable. While the consequences of certain unresolved proceedings are not presently determinable, and an estimate of the probable and reasonably possible loss or range of loss in excess of amounts accrued for such proceedings cannot be reasonably made, an adverse outcome from such proceedings could have a material adverse effect on its financial statements in any given reporting period. However, in the opinion of Management, after consulting with legal counsel, the ultimate liability related to the current outstanding litigation is not expected to have a material adverse effect on its financial statements.

 

ITEM 1A. RISK FACTORS

 

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described in our annual report on Form 10-K for our year fiscal ended June 30, 2019, although we may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings. If any of the risks described actually occurs, our business, financial condition or results of operations would likely suffer. In that case, the trading price of our common stock could fall.

 

Except as set forth herein, Santa Fe Gold and all its subsidiaries, filed for bankruptcy protection under Chapter 11 in the state of Delaware, Case # 15-11761-MFW on August 26, 2015 and on June 15, 2016, the case was dismissed on June 15, 2016. The Company’s most current risk factors are disclosed in our Annual Report filed with the Commission on Form 10-K for the fiscal year ended June 30, 2019 to the SEC on July 15, 2020 and are incorporated herein by reference.

 

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Subscribed Capital

 

Between October 1, 2018, and December 31, 2018, in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and/or  Regulation S promulgated thereunder, the Company issued stock subscriptions to two existing accredited investors at $0.08 per share or an aggregate total of 1,875,000 shares of the Company’s restricted common stock for a total aggregate consideration of $150,000. There were no subsequent or contemporaneous public offerings of the Company’s common stock or other securities. The shares of the Company’s restricted common stock were not broken down into smaller denominations and negotiations for the issuance of the shares took place directly between the investor and the Company. The shares subscribed needed to be issued following shareholder approval of an increase in the Company’s authorized common shares. That shareholder approval was subsequently given on January 11, 2019, and the subscribed shares were issued.

 

The issuances of the restricted common shares during the three months ended December 31, 2018, were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a) (2) thereof  and / or Regulation S promulgated thereunder and/or because such issuances did not involve a public offering and/or because such sales were to non-US-persons. The cash proceeds were utilized for working capital by the Company. In connection with transactions referenced above, other than issuances to the Company’s officers, directors, employees and consultants for services, the Company obtained representations from each investor  that (i) such investor was an “accredited investor” within the meaning of Rule 501 of Regulation D, (ii) such investor was acquiring the securities for its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (iii) such investor understands that the purchased securities or shares underlying such securities are subject to transfer restrictions under the Securities Act and any applicable state securities laws, (iv) such investor has knowledge and experience in financial and business matters such that such investor is capable of evaluating the merits and risks of an investment in us, and (v) such investor has considered the risk factors contained in SEC filings.

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

With the filing of bankruptcy protection on August 26, 2015, all securities are in default and all but Waterton remain after the dismissal of the proceedings on June 15, 2016.

 

 

ITEM 4. MINE SAFETY DISCLOSURES  


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Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (The “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the fiscal years ended June 30, 2019, 2018 and 2017, our U.S. exploration properties were not subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) as no mining activity had commenced. There are no such disclosures to be made at this time.

 

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS  

(a)The following exhibits are filed as part of this report: 

Exhibit

Description

31.1

Certification of Chief Financial Officer pursuant to Rule 13a-14a and Rule 15d-14(a).

 

 

32.1

Certification of Chief Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C.-. Section 1350.

 

 

 

 

 

 

SIGNATURES:

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

Date: August 12, 2020

/s/ Stephen J. Antol

 

Stephen J. Antol

Chief Financial Officer, Principal Accounting Officer

 

 

 

 


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